CALERES INC 10-Q

ITEM 1 FINANCIAL STATEMENTS CALERES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ ​ ($ thousands) July 31, 2021 August 1, 2020 January 30, 2021 Assets ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 54,684 ​ $ 148,544 ​ $ 88,295 Receivables, net ​ 110,522 ​ 110,249 ​ 126,994 Inventories, net ​ 565,512 ​ 574,830 ​ 487,955 Income taxes ​ 35,026 ​ 52,658 ​ 33,925 Prepaid expenses and other current assets ​ 41,619 ​ 43,768 ​ 45,387 Total current assets ​ 807,363 ​ 930,049 ​ 782,556 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid pension costs ​ 94,083 ​ 55,431 ​ 88,833 Lease right-of-use assets ​ 508,597 ​ 624,881 ​ 554,303 Property and equipment, net ​ 161,066 ​ 193,593 ​ 172,437 Deferred income taxes ​ — ​ 9,456 ​ — Goodwill and intangible assets, net ​ 233,777 ​ 270,361 ​ 240,071 Other assets ​ 28,012 ​ 28,623 ​ 28,850 Total assets ​ $ 1,832,898 ​ $ 2,112,394 ​ $ 1,867,050 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Equity ​ ​ ​ Current liabilities: ​ ​ ​ Borrowings under revolving credit agreement ​ $ 100,000 ​ $ 350,000 ​ $ 250,000 Current portion of long-term debt ​ ​ 99,540 ​ ​ — ​ ​ — Mandatory purchase obligation - Blowfish Malibu ​ ​ 52,639 ​ ​ — ​ ​ 39,134 Trade accounts payable ​ 348,795 ​ 280,319 ​ 280,501 Income taxes ​ 17,311 ​ 8,310 ​ 5,069 Lease obligations ​ 126,820 ​ 171,247 ​ 153,060 Other accrued expenses ​ 233,564 ​ 208,024 ​ 177,745 Total current liabilities ​ 978,669 ​ 1,017,900 ​ 905,509 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other liabilities: ​ ​ ​ Noncurrent lease obligations ​ 463,746 ​ 579,399 ​ 518,942 Long-term debt ​ 99,540 ​ 198,621 ​ 198,851 Income taxes ​ 2,464 ​ 7,786 ​ 5,038 Deferred income taxes ​ 13,574 ​ 13,051 ​ 8,244 Other liabilities ​ 29,614 ​ 50,503 ​ 26,612 Total other liabilities ​ 608,938 ​ 849,360 ​ 757,687 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ Common stock ​ 383 ​ 379 ​ 380 Additional paid-in capital ​ 162,122 ​ 156,913 ​ 160,446 Accumulated other comprehensive loss ​ ( 8,572 ) ​ ( 31,437 ) ​ ( 9,136 ) Retained earnings ​ 86,764 ​ 116,385 ​ 48,557 Total Caleres, Inc. shareholders’ equity ​ 240,697 ​ 242,240 ​ 200,247 Noncontrolling interests ​ 4,594 ​ 2,894 ​ 3,607 Total equity ​ 245,291 ​ 245,134 ​ 203,854 Total liabilities and equity ​ $ 1,832,898 ​ $ 2,112,394 ​ $ 1,867,050 ​ See notes to condensed consolidated financial statements. ​ ​ 3 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ Thirteen Weeks Ended Twenty-Six Weeks Ended ​ ($ thousands, except per share amounts) July 31,2021 ​ August 1,2020 ​ July 31, 2021 August 1, 2020 Net sales ​ $ 675,531 ​ $ 501,448 ​ $ 1,314,167 ​ $ 898,632 ​ Cost of goods sold ​ 353,238 ​ 318,828 ​ 716,987 ​ 594,114 ​ Gross profit ​ 322,293 ​ 182,620 ​ 597,180 ​ 304,518 ​ Selling and administrative expenses ​ 259,501 ​ 201,331 ​ 503,036 ​ 426,524 ​ Impairment of goodwill and intangible assets ​ — ​ — ​ — ​ 262,719 ​ Restructuring and other special charges, net ​ — ​ 5,429 ​ 13,482 ​ 65,625 ​ Operating earnings (loss) ​ 62,792 ​ ( 24,140 ) ​ 80,662 ​ ( 450,350 ) ​ Interest expense, net ​ ( 11,941 ) ​ ( 13,387 ) ​ ( 23,734 ) ​ ( 22,866 ) ​ Other income, net ​ 3,860 ​ 3,672 ​ 7,688 ​ 7,257 ​ Earnings (loss) before income taxes ​ 54,711 ​ ( 33,855 ) ​ 64,616 ​ ( 465,959 ) ​ Income tax (provision) benefit ​ ( 16,559 ) ​ 3,186 ​ ( 20,080 ) ​ 89,118 ​ Net earnings (loss) ​ 38,152 ​ ( 30,669 ) ​ 44,536 ​ ( 376,841 ) ​ Net earnings (loss) attributable to noncontrolling interests ​ 756 ​ 48 ​ 993 ​ ( 286 ) ​ Net earnings (loss) attributable to Caleres, Inc. ​ $ 37,396 ​ $ ( 30,717 ) ​ $ 43,543 ​ $ ( 376,555 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings (loss) per common share attributable to Caleres, Inc. shareholders ​ $ 0.98 ​ $ ( 0.83 ) ​ $ 1.14 ​ $ ( 9.94 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings (loss) per common share attributable to Caleres, Inc. shareholders ​ $ 0.97 ​ $ ( 0.83 ) ​ $ 1.13 ​ $ ( 9.94 ) ​ ​ See notes to condensed consolidated financial statements. ​ ​ 4 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ Thirteen Weeks Ended Twenty-Six Weeks Ended ($ thousands) July 31, 2021 August 1, 2020 ​ July 31, 2021 August 1, 2020 Net earnings (loss) ​ $ 38,152 ​ $ ( 30,669 ) ​ $ 44,536 ​ $ ( 376,841 ) Other comprehensive income (loss) ("OCI"), net of tax: ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ 68 ​ 740 ​ ( 155 ) ​ ( 810 ) Pension and other postretirement benefits adjustments ​ 347 ​ 1,058 ​ 713 ​ 1,124 Derivative financial instruments ​ — ​ — ​ — ​ 92 Other comprehensive income, net of tax ​ 415 ​ 1,798 ​ 558 ​ 406 Comprehensive income (loss) ​ 38,567 ​ ( 28,871 ) ​ 45,094 ​ ( 376,435 ) Comprehensive income (loss) attributable to noncontrolling interests ​ 807 ​ 67 ​ 987 ​ ( 286 ) Comprehensive income (loss) attributable to Caleres, Inc. ​ $ 37,760 ​ $ ( 28,938 ) ​ $ 44,107 ​ $ ( 376,149 ) ​ See notes to condensed consolidated financial statements. ​ ​ 5 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ($ thousands) July 31, 2021 August 1, 2020 Operating Activities ​ ​ Net earnings (loss) ​ $ 44,536 ​ $ ( 376,841 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: ​ ​ ​ Depreciation ​ 17,341 ​ 21,875 Amortization of capitalized software ​ 2,984 ​ 2,939 Amortization of intangible assets ​ 6,294 ​ 6,499 Amortization of debt issuance costs and debt discount ​ 682 ​ 673 Fair value adjustments to Blowfish mandatory purchase obligation ​ ​ 13,505 ​ ​ 9,822 Share-based compensation expense ​ 5,431 ​ 4,401 Loss on disposal of property and equipment ​ 551 ​ 684 Impairment charges for property, equipment, and lease right-of-use assets ​ 2,288 ​ 35,222 Impairment of goodwill and intangible assets ​ ​ — ​ ​ 262,719 Provision/adjustment for expected credit losses ​ ​ ( 2,543 ) ​ ​ 8,525 Deferred income taxes ​ 5,330 ​ ( 41,683 ) Changes in operating assets and liabilities: ​ ​ ​ Receivables ​ 19,014 ​ 41,275 Inventories ​ ( 77,278 ) ​ 43,372 Prepaid expenses and other current and noncurrent assets ​ ( 1,045 ) ​ ( 7,640 ) Trade accounts payable ​ 68,197 ​ 13,399 Accrued expenses and other liabilities ​ 22,121 ​ 88,218 Income taxes, net ​ 8,567 ​ ( 45,347 ) Other, net ​ ( 428 ) ​ ( 592 ) Net cash provided by operating activities ​ 135,547 ​ 67,520 ​ ​ ​ ​ ​ ​ ​ Investing Activities ​ ​ Purchases of property and equipment ​ ( 6,816 ) ​ ( 6,394 ) Capitalized software ​ ( 2,581 ) ​ ( 2,220 ) Net cash used for investing activities ​ ( 9,397 ) ​ ( 8,614 ) ​ ​ ​ ​ ​ ​ ​ Financing Activities ​ ​ Borrowings under revolving credit agreement ​ 164,500 ​ 250,500 Repayments under revolving credit agreement ​ ( 314,500 ) ​ ( 175,500 ) Dividends paid ​ ( 5,336 ) ​ ( 5,495 ) Acquisition of treasury stock ​ — ​ ( 23,348 ) Issuance of common stock under share-based plans, net ​ ( 3,752 ) ​ ( 973 ) Other ​ ( 677 ) ​ ( 649 ) Net cash (used for) provided by financing activities ​ ( 159,765 ) ​ 44,535 Effect of exchange rate changes on cash and cash equivalents ​ 4 ​ ( 115 ) (Decrease) increase in cash and cash equivalents ​ ( 33,611 ) ​ 103,326 Cash and cash equivalents at beginning of period ​ 88,295 ​ 45,218 Cash and cash equivalents at end of period ​ $ 54,684 ​ $ 148,544 ​ See notes to condensed consolidated financial statements. ​ ​ 6 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Caleres, Inc. ​ Non- ​ ​ ​ (Unaudited) ​ Common Stock ​ Additional ​ Comprehensive ​ Retained ​ Shareholders’ ​ controlling ​ ​ ​ ($ thousands, except number of shares and per share amounts) Shares Dollars Paid-In Capital (Loss) Income Earnings Equity Interests Total Equity BALANCE MAY 1, 2021 38,293,472 ​ $ 383 ​ $ 159,381 ​ $ ( 8,936 ) ​ $ 52,041 ​ $ 202,869 ​ $ 3,787 ​ $ 206,656 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 37,396 ​ 37,396 ​ 756 ​ 38,152 Foreign currency translation adjustment ​ ​ ​ ​ ​ ​ 17 ​ ​ 17 ​ 51 ​ 68 Pension and other postretirement benefits adjustments, net of tax of $ 85 ​ ​ ​ ​ ​ ​ 347 ​ ​ 347 ​ ​ 347 Comprehensive income ​ ​ ​ ​ ​ ​ 364 ​ 37,396 ​ 37,760 ​ 807 ​ 38,567 Dividends ($ 0.07 per share) ​ ​ ​ ​ ​ ​ ​ ( 2,673 ) ​ ( 2,673 ) ​ ​ ( 2,673 ) Issuance of common stock under share-based plans, net ( 25,408 ) ​ ( 0 ) ​ ( 251 ) ​ ​ ​ ​ ​ ( 251 ) ​ ​ ( 251 ) Share-based compensation expense ​ ​ ​ ​ 2,992 ​ ​ ​ 2,992 ​ ​ 2,992 BALANCE JULY 31, 2021 38,268,064 ​ $ 383 ​ $ 162,122 ​ $ ( 8,572 ) ​ $ 86,764 ​ $ 240,697 ​ $ 4,594 ​ $ 245,291 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BALANCE MAY 2, 2020 39,299,990 ​ $ 393 ​ $ 154,930 ​ $ ( 33,216 ) ​ $ 160,189 ​ $ 282,296 ​ $ 2,827 ​ $ 285,123 Net (loss) earnings ​ ​ ​ ​ ​ ​ ​ ​ ( 30,717 ) ​ ( 30,717 ) ​ 48 ​ ( 30,669 ) Foreign currency translation adjustment ​ ​ ​ ​ ​ ​ 721 ​ ​ 721 ​ 19 ​ 740 Pension and other postretirement benefits adjustments, net of tax of $ 248 ​ ​ ​ ​ ​ ​ 1,058 ​ ​ 1,058 ​ ​ ​ 1,058 Comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,779 ​ ( 30,717 ) ​ ( 28,938 ) ​ 67 ​ ( 28,871 ) Dividends ($ 0.07 per share) ​ ​ ​ ​ ​ ​ ​ ( 2,685 ) ​ ( 2,685 ) ​ ​ ​ ( 2,685 ) Acquisition of treasury stock ( 1,391,234 ) ​ ( 14 ) ​ ​ ​ ​ ​ ( 10,402 ) ​ ( 10,416 ) ​ ​ ( 10,416 ) Issuance of common stock under share-based plans, net 3,400 ​ 0 ​ ( 67 ) ​ ​ ​ ​ ( 67 ) ​ ​ ( 67 ) Share-based compensation expense ​ ​ ​ ​ 2,050 ​ ​ ​ 2,050 ​ ​ 2,050 BALANCE AUGUST 1, 2020 37,912,156 ​ $ 379 ​ $ 156,913 ​ $ ( 31,437 ) ​ $ 116,385 ​ $ 242,240 ​ $ 2,894 ​ $ 245,134 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Total Caleres, Inc. ​ Non- ​ ​ ​ (Unaudited) ​ Common Stock ​ Additional ​ Comprehensive ​ Retained ​ Shareholders’ ​ controlling ​ ​ ​ ($ thousands, except number of shares and per share amounts) Shares Dollars Paid-In Capital (Loss) Income Earnings Equity Interests Total Equity BALANCE AS OF JANUARY 31, 2021 37,966,204 ​ $ 380 ​ $ 160,446 ​ $ ( 9,136 ) ​ $ 48,557 ​ $ 200,247 ​ $ 3,607 ​ $ 203,854 Net earnings ​ ​ ​ ​ 43,543 ​ 43,543 ​ 993 ​ 44,536 Foreign currency translation adjustment ​ ​ ​ ( 149 ) ​ ​ ( 149 ) ​ ( 6 ) ​ ( 155 ) Pension and other postretirement benefits adjustments, net of tax of $ 182 ​ ​ ​ 713 ​ ​ 713 ​ ​ 713 Comprehensive income ​ ​ ​ 564 ​ 43,543 ​ 44,107 ​ 987 ​ 45,094 Dividends ($ 0.14 per share) ​ ​ ​ ​ ( 5,336 ) ​ ( 5,336 ) ​ ​ ( 5,336 ) Issuance of common stock under share-based plans, net 301,860 ​ 3 ​ ( 3,755 ) ​ ​ ​ ( 3,752 ) ​ ​ ( 3,752 ) Share-based compensation expense ​ ​ 5,431 ​ ​ ​ 5,431 ​ ​ 5,431 BALANCE JULY 31, 2021 38,268,064 ​ $ 383 ​ $ 162,122 ​ $ ( 8,572 ) ​ $ 86,764 ​ $ 240,697 ​ $ 4,594 ​ $ 245,291 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BALANCE FEBRUARY 1, 2020 40,396,757 ​ $ 404 ​ $ 153,489 ​ $ ( 31,843 ) ​ $ 523,900 ​ $ 645,950 ​ $ 3,180 ​ $ 649,130 Net loss ​ ​ ​ ​ ( 376,555 ) ​ ( 376,555 ) ​ ( 286 ) ​ ( 376,841 ) Foreign currency translation adjustment ​ ​ ​ ( 810 ) ​ ​ ( 810 ) ​ — ​ ( 810 ) Unrealized loss on derivative financial instruments, net of tax of $ 31 ​ ​ ​ 92 ​ ​ 92 ​ ​ 92 Pension and other postretirement benefits adjustments, net of tax of $ 380 ​ ​ ​ 1,124 ​ ​ 1,124 ​ ​ 1,124 Comprehensive income (loss) ​ ​ ​ 406 ​ ( 376,555 ) ​ ( 376,149 ) ​ ( 286 ) ​ ( 376,435 ) Dividends ($ 0.14 per share) ​ ​ ​ ​ ( 5,495 ) ​ ( 5,495 ) ​ ​ ( 5,495 ) Acquisition of treasury stock ( 2,902,122 ) ​ ( 29 ) ​ ​ ​ ( 23,319 ) ​ ( 23,348 ) ​ ​ ( 23,348 ) Issuance of common stock under share-based plans, net 417,521 ​ 4 ​ ( 977 ) ​ ​ ​ ( 973 ) ​ ​ ( 973 ) Cumulative-effect adjustment from adoption of ASC 326 ​ ​ ​ ​ ( 2,146 ) ​ ( 2,146 ) ​ ​ ( 2,146 ) Share-based compensation expense ​ ​ 4,401 ​ ​ ​ 4,401 ​ ​ 4,401 BALANCE AUGUST 1, 2020 37,912,156 ​ $ 379 ​ $ 156,913 ​ $ ( 31,437 ) ​ $ 116,385 ​ $ 242,240 ​ $ 2,894 ​ $ 245,134 ​ ​ ​ ​ ​ ​ ​ ​ 7 Table of Contents CALERES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 Basis of Presentation and General Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations, comprehensive income and cash flows of Caleres, Inc. ("the Company"). These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company’s consolidated financial position, results of operations, comprehensive income and cash flows in conformity with accounting principles generally accepted in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions. ​ The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales. Traditionally, the third fiscal quarter accounts for a substantial portion of the Company’s earnings for the year. Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole. Certain prior period amounts in the condensed consolidated financial statements and footnotes have been reclassified to conform to the current period presentation. These reclassifications did not affect net earnings (loss) attributable to Caleres, Inc. The accompanying condensed consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended January 30, 2021. Noncontrolling Interests During 2019, the Company entered into a joint venture with Brand Investment Holding Limited (“Brand Investment Holding”), a member of the Gemkell Group. The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions (“CLT”). Net sales and operating earnings were not significant during the thirteen or twenty-six weeks ended July 31, 2021 and August 1, 2020. The Company had a joint venture agreement with a subsidiary of C. banner International Holdings Limited (“CBI”) to market Naturalizer footwear in China. The Company was a 51 % owner of the joint venture (“B&H Footwear”), with CBI owning the other 49 %. The license enabling the joint venture to market the footwear expired in August 2017 and the parties are in the process of dissolving their joint venture agreements. The Company anticipates the liquidation to be completed during 2021. The Company consolidates CLT and B&H Footwear into its condensed consolidated financial statements. Net earnings (loss) attributable to noncontrolling interests represents the share of net earnings or losses that are attributable to Brand Investment Holding equity. Transactions between the Company and the joint ventures have been eliminated in the condensed consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. ​ Derivative Financial Instruments The Company’s hedging policy permits the use of forward contracts as cash flow hedging instruments to manage its currency exposures in foreign currency-denominated assets, liabilities and cash flows. These derivative financial instruments are viewed as risk management tools and are not used for trading or speculative purposes. The Company recognizes all derivative financial instruments as either assets or liabilities in the condensed consolidated balance sheets and measures those instruments at fair value. ​ COVID-19 Pandemic The United States economy and the retail industry have begun to recover from the adverse impact of the coronavirus (“COVID-19”) pandemic. The Company’s financial results were negatively impacted during the first half of 2020 as a result of the temporary closure of all retail stores beginning in mid-March. The Company experienced sequential improvement in sales in the second half of 2020, driven by the reopening of the retail stores, and continued solid growth of the e-commerce business. During the first half of 2021, as the vaccines became ​ 8 Table of Contents widely distributed and governments continued to ease restrictions, consumer sentiment and spending began to improve. In addition, the additional stimulus measures approved by the federal government provided a boost in consumer spending. These factors strengthened demand for our products in the first half of 2021, which contributed to higher store traffic and strong growth in the Company’s net sales and operating earnings. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted. The CARES Act includes a provision that allows the Company to defer the employer portion of social security payroll tax payments that would have been paid between the enactment date and December 31, 2020, with 50% payable by December 31, 2021 and 50% payable by December 31, 2022. During 2020, the Company deferred approximately $ 9.4 million of employer social security payroll taxes. As of July 31, 2021, approximately $ 4.7 million is recorded in other accrued expenses and $ 4.7 million is recorded in other liabilities on the condensed consolidated balance sheets. Corporate Headquarters Campus In April 2021, the Company announced that it would begin marketing for sale its nine-acre corporate headquarters campus (“campus”) located in Clayton, Missouri. The Company is in the process of evaluating offers as well as exploring relocation options. The Company does not anticipate the campus to qualify as a completed sale within the next twelve months. Accordingly, as of July 31, 2021, the campus is considered held and used and classified within property and equipment, net on the condensed consolidated balance sheets. In addition, the Company evaluated the campus asset group for impairment indicators and determined that no indicators were present. Note 2 Impact of New Accounting Pronouncements Impact of Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20), Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans . The guidance changes the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans, eliminating the requirements for certain disclosures that are no longer considered cost beneficial and requiring new disclosures that the FASB considers pertinent. The Company adopted the ASU during the first quarter of 2021, which did not have a material impact on the Company’s financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions in Accounting Standards Codification (“ASC”) 740 related to intraperiod tax allocation, simplifies certain elements of accounting for basis differences and deferred tax liabilities during a business combination, and standardizes the classification of franchise taxes. The Company adopted ASU 2019-12 during the first quarter of 2021, which did not have a material impact on the Company’s condensed consolidated financial statements. ​ Impact of Prospective Accounting Pronouncements The Company has evaluated all recently issued accounting pronouncements. There are no prospective accounting pronouncements that are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures. ​ ​ ​ 9 Table of Contents Note 3 Revenues Disaggregation of Revenues The following table disaggregates revenue by segment and major source for the periods ended July 31, 2021 and August 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended July 31,2021 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 402,178 ​ $ 12,003 ​ $ — ​ $ 414,181 Landed wholesale - e-commerce - drop ship (1) ​ — ​ 19,661 ​ ( 439 ) ​ 19,222 E-commerce - Company websites (1) ​ 51,281 ​ 49,619 ​ — ​ 100,900 Total direct-to-consumer sales ​ ​ 453,459 ​ ​ 81,283 ​ ​ ( 439 ) ​ ​ 534,303 First-cost wholesale - e-commerce (1) ​ — ​ 869 ​ — ​ 869 Landed wholesale - e-commerce (1) ​ ​ — ​ ​ 31,190 ​ ​ — ​ ​ 31,190 Landed wholesale - other ​ — ​ 99,437 ​ ( 16,692 ) ​ 82,745 First-cost wholesale ​ — ​ 23,618 ​ — ​ 23,618 Licensing and royalty ​ — ​ 2,602 ​ — ​ 2,602 Other (2) ​ 190 ​ 14 ​ — ​ 204 Net sales ​ $ 453,649 ​ $ 239,013 ​ $ ( 17,131 ) ​ $ 675,531 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended August 1, 2020 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 250,143 ​ $ 7,060 ​ $ — ​ $ 257,203 Landed wholesale - e-commerce - drop ship (1) ​ ​ — ​ ​ 20,748 ​ ​ — ​ ​ 20,748 E-commerce - Company websites (1) ​ 83,652 ​ 40,836 ​ — ​ 124,488 Total direct-to-consumer sales ​ ​ 333,795 ​ ​ 68,644 ​ ​ — ​ ​ 402,439 First-cost wholesale - e-commerce (1) ​ — ​ 256 ​ — ​ 256 Landed wholesale - e-commerce (1) ​ — ​ 23,234 ​ — ​ 23,234 Landed wholesale - other ​ — ​ 78,127 ​ ( 16,109 ) ​ 62,018 First-cost wholesale ​ — ​ 11,850 ​ — ​ 11,850 Licensing and royalty ​ — ​ 1,469 ​ — ​ 1,469 Other (2) ​ 140 ​ 42 ​ — ​ 182 Net sales ​ $ 333,935 ​ $ 183,622 ​ $ ( 16,109 ) ​ $ 501,448 ​ 10 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended July 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 736,923 ​ $ 27,011 ​ $ — ​ $ 763,934 Landed wholesale - e-commerce - drop ship (1) ​ — ​ 40,475 ​ ( 833 ) ​ 39,642 E-commerce - Company websites (1) ​ 114,403 ​ 92,357 ​ — ​ 206,760 Total direct-to-consumer sales ​ $ 851,326 ​ $ 159,843 ​ $ ( 833 ) ​ $ 1,010,336 First-cost wholesale - e-commerce (1) ​ — ​ 1,773 ​ — ​ 1,773 Landed wholesale - e-commerce (1) ​ ​ — ​ ​ 67,766 ​ ​ — ​ ​ 67,766 Landed wholesale - other ​ — ​ 214,784 ​ ( 26,072 ) ​ 188,712 First-cost wholesale ​ — ​ 40,336 ​ — ​ 40,336 Licensing and royalty ​ — ​ 4,766 ​ — ​ 4,766 Other (2) ​ 428 ​ 50 ​ — ​ 478 Total net sales ​ $ 851,754 ​ $ 489,318 ​ $ ( 26,905 ) ​ $ 1,314,167 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended August 1, 2020 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 387,260 ​ $ 18,881 ​ $ — ​ $ 406,141 Landed wholesale - e-commerce - drop ship (1) ​ ​ — ​ ​ 39,979 ​ ​ — ​ ​ 39,979 E-commerce - Company websites (1) ​ 137,830 ​ 73,826 ​ — ​ 211,656 Total direct-to-consumer sales ​ $ 525,090 ​ $ 132,686 ​ $ — ​ $ 657,776 First-cost wholesale - e-commerce (1) ​ — ​ 502 ​ — ​ 502 Landed wholesale - e-commerce (1) ​ ​ — ​ ​ 49,476 ​ ​ — ​ ​ 49,476 Landed wholesale - other ​ — ​ 190,695 ​ ( 27,415 ) ​ 163,280 First-cost wholesale ​ — ​ 23,771 ​ — ​ 23,771 Licensing and royalty ​ — ​ 3,655 ​ — ​ 3,655 Other (2) ​ 97 ​ 75 ​ — ​ 172 Net sales ​ $ 525,187 ​ $ 400,860 ​ $ ( 27,415 ) ​ $ 898,632 (1) Collectively referred to as "e-commerce" below (2) Includes breakage revenue from unredeemed gift cards Retail stores Traditionally, 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 estimated returns and exclude sales tax. The Company records a returns reserve and a corresponding return asset for expected returns of merchandise. Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include two performance obligations: the sale of merchandise and the delivery of points that may be redeemed for future purchases. 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 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. Landed wholesale Landed sales are wholesale sales in which the merchandise is shipped directly to the customer from the Company’s warehouses. Many customers purchasing footwear on a landed basis arrange their own transportation of merchandise and, with limited exceptions, control is transferred at the time of shipment. ​ 11 Table of Contents First-cost wholesale First-cost sales are wholesale sales in which the Company purchases merchandise from an international factory that manufactures the product and subsequently sells to a customer at an overseas port. 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 from sales on websites maintained by the Company that are shipped from the Company’s distribution centers or retail stores directly to the consumer, picked up directly by the consumer from the Company’s stores and e-commerce sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship or first-cost basis (collectively 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) July 31, 2021 August 1, 2020 January 30, 2021 Customer allowances and discounts ​ $ 15,867 ​ $ 18,464 ​ $ 17,043 Loyalty programs liability ​ 17,782 ​ 16,450 ​ 13,986 Returns reserve ​ 11,858 ​ 14,453 ​ 11,040 Gift card liability ​ 5,372 ​ 5,332 ​ 6,091 ​ Changes in contract balances with customers generally reflect differences in relative sales volume for the periods presented. In addition, during the twenty-six weeks ended July 31, 2021, the loyalty programs liability increased $ 17.1 million due to points and material rights earned on purchases and decreased $ 13.3 million due to expirations and redemptions. During the twenty-six weeks ended August 1, 2020, the loyalty programs liability increased $ 14.1 million due to points and material rights earned on purchases and decreased $ 14.0 million due to expirations and redemptions. ​ The following table summarizes the activity in the Company’s allowance for expected credit losses during the twenty-six weeks ended July 31, 2021 and August 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ($ thousands) July 31, 2021 ​ August 1, 2020 Balance, beginning of period ​ $ 14,928 ​ $ 1,813 Adjustment upon adoption of ASU 2016-13 ​ ​ — ​ ​ 2,521 Provision/adjustment for expected credit losses (1) ​ ​ ( 2,543 ) ​ ​ 8,525 Uncollectible accounts written off, net of recoveries ​ ​ ( 2,500 ) ​ ​ 215 Balance, end of period ​ $ 9,885 ​ $ 13,074 (1) The Company’s provision/adjustment for expected credit losses for the twenty-six weeks ended August 1, 2020 was higher than the comparable period in 2021 as a result of the COVID-19 pandemic and its impact on the financial condition of several of the Company’s wholesale customers. ​ ​ ​ 12 Table of Contents ​ Note 4 Earnings (Loss) Per Share The Company uses the two-class method to compute basic and diluted earnings (loss) 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 (loss) per common share attributable to Caleres, Inc. shareholders for the periods ended July 31, 2021 and August 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ($ thousands, except per share amounts) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NUMERATOR ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings (loss) ​ $ 38,152 ​ $ ( 30,669 ) ​ $ 44,536 ​ $ ( 376,841 ) Net (earnings) loss attributable to noncontrolling interests ​ ( 756 ) ​ ( 48 ) ​ ( 993 ) ​ 286 Net earnings (loss) attributable to Caleres, Inc. ​ $ 37,396 ​ $ ( 30,717 ) ​ $ 43,543 ​ $ ( 376,555 ) Net earnings allocated to participating securities ​ ( 1,360 ) ​ — ​ ( 1,575 ) ​ — Net earnings (loss) attributable to Caleres, Inc. after allocation of earnings to participating securities ​ $ 36,036 ​ $ ( 30,717 ) ​ $ 41,968 ​ $ ( 376,555 ) ​ ​ ​ ​ ​ DENOMINATOR ​ ​ ​ ​ Denominator for basic earnings (loss) per common share attributable to Caleres, Inc. shareholders ​ 36,880 ​ 37,113 ​ 36,794 ​ 37,881 Dilutive effect of share-based awards ​ 267 ​ — ​ 212 ​ — Denominator for diluted earnings (loss) per common share attributable to Caleres, Inc. shareholders ​ 37,147 ​ 37,113 ​ 37,006 ​ 37,881 ​ ​ ​ ​ ​ Basic earnings (loss) per common share attributable to Caleres, Inc. shareholders ​ $ 0.98 ​ $ ( 0.83 ) ​ $ 1.14 ​ $ ( 9.94 ) ​ ​ ​ ​ ​ Diluted earnings (loss) per common share attributable to Caleres, Inc. shareholders ​ $ 0.97 ​ $ ( 0.83 ) ​ $ 1.13 ​ $ ( 9.94 ) ​ Options to purchase 16,667 shares of common stock for both the thirteen and twenty-six weeks ended July 31, 2021 were not included in the denominator for diluted earnings (loss) per common share attributable to Caleres, Inc. shareholders because the effect would be anti-dilutive. Options to purchase 24,667 shares of common stock were excluded from the denominator for both the thirteen and twenty-six weeks ended August 1, 2020. During the thirteen and twenty-six weeks ended August 1, 2020, the Company repurchased 1,391,234 and 2,902,122 shares, respectively, under the 2018 and 2019 publicly announced share repurchase programs, which permits repurchases of up to 2.5 million and 5.0 million shares, respectively. The Company did not repurchase any shares under the share repurchase programs during the twenty-six weeks ended July 31, 2021. Refer to further discussion in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds . ​ Note 5 Restructuring and Other Special Charges Blowfish Mandatory Purchase Obligation In 2018, the Company acquired a controlling interest in Blowfish Malibu. The noncontrolling interest is subject to a mandatory purchase obligation after a three-year period, which ended on July 31, 2021, based upon an earnings multiple formula as specified in the purchase agreement. Approximately $ 9.0 million was initially assigned to the mandatory purchase obligation and remeasurement adjustments are recorded as interest expense. The fair value adjustments on the mandatory purchase obligation totaled $ 7.1 million ($ 5.3 million on an after-tax basis, or $ 0.14 per diluted share) and $ 13.5 million ($ 10.0 million on an after-tax basis, or $ 0.26 per diluted share) for the thirteen and twenty-six weeks ended July 31, 2021, respectively. The fair value adjustments totaled $ 6.6 million ($ 4.9 million on an after-tax basis, or $ 0.13 per diluted share) and $ 9.8 million ($ 7.3 million on an after-tax basis, or $ 0.19 per diluted share) for the thirteen and twenty-six weeks ended and August 1, 2020, respectively. As of July 31, 2021, the mandatory purchase obligation was valued at $ 52.6 million. The mandatory ​ 13 Table of Contents purchase obligation is expected to be settled during the third quarter of 2021. Refer to further discussion regarding the mandatory purchase obligation in Note 14 to the condensed consolidated financial statements. Brand Exits During the twenty-six weeks ended July 31, 2021, the Company incurred costs of $ 13.5 million ($ 11.9 million on an after-tax basis, or $ 0.31 per diluted share) related to the strategic realignment of the Naturalizer retail store operations. These costs primarily represented lease termination and other store closure costs, including employee severance, for the 73 stores that were closed during the first quarter of 2021. These charges are presented in restructuring and special charges on the condensed consolidated statements of earnings (loss) within the Brand Portfolio segment for the twenty-six weeks ended July 31, 2021. As of July 31, 2021, reserves of $ 3.3 million were included on the condensed consolidated balance sheets. During the twenty-six weeks ended August 1, 2020, the Company incurred costs of $ 1.6 million ($ 1.2 million on an after-tax basis, or $ 0.03 per diluted share) related to the decision to exit the Fergie brand. These charges, which represented inventory markdowns required to reduce the value of inventory to net realizable value, are presented in cost of goods sold on the condensed consolidated statements of earnings (loss) within the Brand Portfolio segment for the twenty-six weeks ended August 1, 2020. COVID-19-Related Expenses During the thirteen weeks ended August 1, 2020, the Company incurred costs associated with the COVID-19 pandemic and related impacts on the Company’s business, totaling $ 5.4 million ($ 4.7 million on an after-tax basis, or $ 0.13 per diluted share). These costs were primarily for employee severance and related costs, as well as the cost of supplies and deep cleaning of the Company’s facilities. Of the $ 5.4 million reflected as restructuring and other special charges, $ 4.5 million is reflected in the Brand Portfolio segment, $ 0.6 million is reflected in the Famous Footwear segment and $ 0.3 million is reflected within the Eliminations and Other category. During the twenty-six weeks ended August 1, 2020, the Company incurred costs associated with the COVID-19 pandemic and related impacts on the Company’s business totaling $ 99.0 million ($ 78.0 million on an after-tax basis, or $ 2.17 per diluted share). These costs included non-cash impairment of property and equipment and lease right-of-use assets, incremental inventory markdowns, employee severance and other direct expenses specific to the impact of COVID-19 on the Company’s operations. Of the $ 99.0 million in charges, $ 65.6 million is presented as restructuring and other special charges, net and $ 33.4 million is reflected as cost of goods sold in the condensed consolidated statements of earnings (loss). Of the $ 65.6 million reflected as restructuring and other special charges, $ 48.4 million is reflected in the Brand Portfolio segment, $ 16.6 million is reflected in the Famous Footwear segment and $ 0.6 million is reflected within the Eliminations and Other category. The $ 33.4 million reflected as cost of goods sold represents incremental inventory markdowns, of which $ 27.4 million is reflected in the Brand Portfolio segment and $ 6.0 million is reflected in the Famous Footwear segment. There were no corresponding special charges for the twenty-six weeks ended July 31, 2021. Refer to Note 9 to the condensed consolidated financial statements for additional information regarding the impact of COVID-19 on the Company’s leases. ​ ​ 14 Table of Contents Note 6 Business Segment Information Following is a summary of certain key financial measures for the Company’s business segments for the periods ended July 31, 2021 and August 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Famous ​ Brand ​ Eliminations ​ ​ ​ ($ thousands) Footwear Portfolio and Other Total Thirteen Weeks Ended July 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 453,649 ​ $ 239,013 ​ $ ( 17,131 ) ​ $ 675,531 Intersegment sales (1) ​ — ​ ​ 17,131 ​ ​ — ​ 17,131 Operating earnings ​ 85,498 ​ 16,554 ​ ( 39,260 ) ​ 62,792 Segment assets ​ 799,324 ​ 838,236 ​ 195,338 ​ 1,832,898 ​ ​ ​ ​ ​ Thirteen Weeks Ended August 1, 2020 ​ ​ ​ ​ Net sales ​ $ 333,935 ​ $ 183,622 ​ $ ( 16,109 ) ​ $ 501,448 Intersegment sales (1) ​ — ​ 16,109 ​ — ​ 16,109 Operating earnings (loss) ​ 1,045 ​ ( 14,111 ) ​ ( 11,074 ) ​ ( 24,140 ) Segment assets ​ 885,168 ​ 952,028 ​ 275,198 ​ 2,112,394 ​ ​ ​ ​ ​ Twenty-Six Weeks Ended July 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 851,754 ​ $ 489,318 ​ $ ( 26,905 ) ​ $ 1,314,167 Intersegment sales (1) ​ — ​ 26,905 ​ — ​ 26,905 Operating earnings ​ 133,371 ​ 13,733 ​ ( 66,442 ) ​ 80,662 ​ ​ ​ ​ ​ Twenty-Six Weeks Ended August 1, 2020 ​ ​ ​ ​ Net sales ​ $ 525,187 ​ $ 400,860 ​ $ ( 27,415 ) ​ $ 898,632 Intersegment sales (1) ​ — ​ 27,415 ​ — ​ 27,415 Operating loss ​ ( 66,495 ) ​ ( 359,860 ) ​ ( 23,995 ) ​ ( 450,350 ) (1) Included in net sales in the Brand Portfolio segment and eliminated in the Eliminations and Other category. The Eliminations and Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments, as well as the elimination of intersegment sales and profit. Following is a reconciliation of operating earnings (loss) to earnings (loss) before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ($ thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Operating earnings (loss) ​ $ 62,792 ​ $ ( 24,140 ) ​ $ 80,662 ​ $ ( 450,350 ) Interest expense, net ​ ( 11,941 ) ​ ( 13,387 ) ​ ( 23,734 ) ​ ( 22,866 ) Other income, net ​ 3,860 ​ 3,672 ​ 7,688 ​ 7,257 Earnings (loss) before income taxes ​ $ 54,711 ​ $ ( 33,855 ) ​ $ 64,616 ​ $ ( 465,959 ) ​ ​ Note 7 Inventories The Company’s net inventory balance was comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) July 31, 2021 August 1, 2020 January 30, 2021 Raw materials ​ $ 14,886 ​ $ 16,494 ​ $ 14,592 Work-in-process ​ 394 ​ 158 ​ 349 Finished goods ​ 550,232 ​ 558,178 ​ 473,014 Inventories, net ​ $ 565,512 ​ $ 574,830 ​ $ 487,955 ​ ​ ​ 15 Table of Contents Note 8 Goodwill and Intangible Assets Goodwill and intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) July 31, 2021 August 1, 2020 January 30, 2021 Intangible Assets ​ ​ ​ Famous Footwear ​ $ 2,800 ​ $ 2,800 ​ $ 2,800 Brand Portfolio ​ 342,083 ​ 365,888 ​ 342,083 Total intangible assets ​ 344,883 ​ 368,688 ​ 344,883 Accumulated amortization ​ ( 116,062 ) ​ ( 103,283 ) ​ ( 109,768 ) Total intangible assets, net ​ 228,821 ​ 265,405 ​ 235,115 Goodwill ​ ​ ​ Brand Portfolio (1) ​ 4,956 ​ 4,956 ​ 4,956 Total goodwill ​ 4,956 ​ 4,956 ​ 4,956 Goodwill and intangible assets, net ​ $ 233,777 ​ $ 270,361 ​ $ 240,071 (1) The carrying amount of goodwill as of July 31, 2021, August 1, 2020 and January 30, 2021 is presented net of accumulated impairment charges of $ 415.7 million. ​ The Company’s intangible assets as of July 31, 2021, August 1, 2020 and January 30, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) July 31, 2021 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis (2) ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 107,000 ​ $ 10,200 ​ $ 182,288 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 9,062 4,005 31,133 ​ ​ ​ ​ $ 451,088 ​ $ 116,062 ​ $ 106,205 ​ $ 228,821 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 1, 2020 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis (2) ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 96,835 ​ $ 10,200 ​ $ 192,453 Trade names Indefinite ​ 107,400 ​ — ​ 72,200 ​ 35,200 Customer relationships 15 - 16 44,200 6,448 — 37,752 ​ ​ ​ ​ $ 451,088 ​ $ 103,283 ​ $ 82,400 ​ $ 265,405 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 30, 2021 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis (2) ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 101,919 ​ $ 10,200 ​ $ 187,369 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 7,849 4,005 32,346 ​ ​ ​ ​ $ 451,088 ​ $ 109,768 ​ $ 106,205 ​ $ 235,115 (2) The Via Spiga trade name was reclassified from indefinite-lived trade names to definite-lived trade names. The remaining carrying value of $ 0.1 million as of July 31, 2021 will be fully amortized by the end of fiscal 2021. Amortization expense related to intangible assets was $ 3.1 million and $ 3.3 million for the thirteen weeks ended July 31, 2021 and August 1, 2020, respectively, and $ 6.3 and $ 6.5 million for the twenty-six weeks ended July 31, 2021 and August 1, 2020, respectively. The Company estimates that amortization expense related to intangible assets will be approximately $ 12.6 million in 2021, $ 12.1 million in 2022, $ 11.9 million in 2023, and $ 11.0 million in 2024 and 2025. ​ 16 Table of Contents Goodwill is tested for impairment at least annually, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test. During the first quarter of 2020, as a result of the significant decline in the Company’s share price and market capitalization and the impact of COVID-19 on the Company’s business operations, the Company determined that an interim assessment of goodwill was required. A quantitative assessment was performed for all reporting units as of May 2, 2020. The assessment indicated that the carrying value of the goodwill associated with the Brand Portfolio and Vionic reporting units was impaired, resulting in total goodwill impairment charges of $ 240.3 million. The Company recorded no goodwill impairment charges during the twenty-six weeks ended July 31, 2021 or the thirteen weeks ended August 1, 2020. Indefinite-lived intangible assets are tested for impairment as of the first day of the fourth quarter of each fiscal year unless events or circumstances indicate an interim test is required. As a result of the triggering event from the economic impacts of COVID-19, an interim assessment was performed as of May 2, 2020. The indefinite-lived intangible asset impairment review resulted in total impairment charges of $ 22.4 million during the first quarter of 2020, including $ 12.2 million associated with the indefinite-lived Allen Edmonds trade name and $ 10.2 million of impairment associated with the indefinite-lived Via Spiga trade name. The carrying value of the Via Spiga trade name of $ 0.5 million is being amortized over approximately two years . In addition to the interim assessment, the Company tested the indefinite-lived intangible assets as of the first day of the fourth fiscal quarter. As a result of the impairment indicator for Allen Edmonds, the Company also tested the definite-lived Allen Edmonds customer relationships intangible asset. Those assessments resulted in additional impairment totaling $ 23.8 million, consisting of $ 19.8 million associated with the Allen Edmonds trade name and $ 4.0 million associated with the Allen Edmonds customer relationships intangible asset. The Company recorded no impairment charges during the twenty-six weeks ended July 31, 2021 or the thirteen weeks ended August 1, 2020. Note 9 Leases The Company leases all of its retail locations, a manufacturing facility, and certain office locations, distribution centers and equipment. At contract inception, leases are evaluated and classified as either operating or finance leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. The Company regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable. After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment at stores and the lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow method. The fair value of the lease right-of-use assets is determined utilizing projected cash flows for each store location, discounted using a risk-adjusted discount rate, subject to a market floor based on current market lease rates. The Company recorded asset impairment charges of $ 0.4 million during the thirteen weeks ended July 31, 2021. The Company did no t record any impairment charges during the thirteen weeks ended August 1, 2020. The Company recorded asset impairment charges of $ 2.3 million and $ 35.2 million during the twenty-six weeks ended July 31, 2021 and August 1, 2020, respectively. The impairment charges recorded in the thirteen and twenty-six weeks ended July 31, 2021 are related to underperforming retail stores. The impairment charges recorded in the twenty-six weeks ended August 1, 2020, including $ 20.4 million associated with operating lease right-of-use assets and $ 14.8 million associated with property and equipment, reflect the impact of the COVID-19 pandemic on the Company’s retail operations and estimates of remaining cash flows for each store. Refer to Note 5 and Note 14 to the condensed consolidated financial statements for further discussion on these impairment charges. As a result of the temporary store closures during the first half of 2020 associated with the COVID-19 pandemic, certain leases were amended to provide rent abatements and/or deferral of lease payments. Deferred payments continue to be reflected in lease obligations on the condensed consolidated balance sheets. Under relief provided by the FASB, entities could make a policy election to account for COVID-19 related lease concessions as if the enforceable rights existed under the original contract, accounting for them as variable rent rather than lease modifications. The Company made a policy election to account for rent abatements as variable rent. Accordingly, during the thirteen and twenty-six weeks ended July 31, 2021, the Company recorded $ 0.3 million and $ 1.6 million, respectively, in lease concessions as a reduction of rent expense within selling and administrative expenses in the condensed consolidated statements of earnings (loss). The Company recorded $ 2.0 million in lease concessions during the thirteen and twenty-six weeks ended August 1, 2020. Rent concessions for leases that were extended were recognized as a lease modification. ​ 17 Table of Contents During the twenty-six weeks ended July 31, 2021, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 45.5 million on the condensed consolidated balance sheets. As of July 31, 2021, the Company has entered into lease commitments for two retail locations for which the leases have not yet commenced. The Company anticipates that both leases will begin in the next fiscal year. Upon commencement, right-of-use assets and lease liabilities of approximately $ 1.3 million will be recorded in the next fiscal year on the condensed consolidated balance sheets. The components of lease expense for the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 2020 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands) ​ July 31, 2021 August 1, 2020 Operating lease expense $ 37,121 $ 41,088 Variable lease expense ​ 8,513 ​ 12,007 Short-term lease expense ​ 708 ​ 1,385 Sublease income ​ ( 29 ) ​ ( 28 ) Total lease expense ​ $ 46,313 ​ $ 54,452 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ($ thousands) ​ July 31, 2021 August 1, 2020 Operating lease expense $ 77,698 $ 86,338 Variable lease expense ​ 20,003 ​ 23,331 Short-term lease expense ​ 1,273 ​ 2,097 Sublease income ​ ( 58 ) ​ ( 47 ) Total lease expense ​ $ 98,916 ​ $ 111,719 ​ Supplemental cash flow information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ($ thousands) July 31, 2021 August 1, 2020 Cash paid for lease liabilities (1) ​ $ 104,384 ​ $ 43,150 Cash received from sublease income ​ 58 ​ 47 ​ (1) Cash paid for lease liabilities for the twenty-six weeks ended July 31, 2021 includes payment of certain lease payments deferred in 2020, as described above, as well as lease termination costs associated with the Naturalizer retail store closings, as further discussed in Note 5 to the condensed consolidated financial statements. In addition, cash paid for lease liabilities during the twenty-six weeks ended August 1, 2020 was significantly lower than comparable periods, reflecting the deferral of lease payments during the onset of the pandemic. ​ ​ ​ Note 10 Long-term and Short-term Financing Arrangements Credit Agreement The Company maintains a revolving credit facility for working capital needs. The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds, LLC, Vionic Group, LLC and Vionic International, LLC are each co-borrowers and guarantors. On April 14, 2020, the Company entered into a Fourth Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") which, among other modifications, increased the amount available under the revolving credit facility by $ 100.0 million to an aggregate amount of up to $ 600.0 million, subject to borrowing base restrictions, and may be further increased by up to $ 150.0 million. The Credit Agreement increased the spread applied to the LIBOR or prime rate by a total of 75 basis points and increased the unused line fee by 5 basis points. Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base ("Loan Cap"), which is based on stated percentages of the sum of eligible accounts receivable, eligible inventory and eligible credit card receivables, as defined, less applicable reserves. Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral. ​ 18 Table of Contents Interest on borrowings is at variable rates based on the London Interbank Offered Rate (“LIBOR”) (with a floor of 1.0 % imposed by the Credit Agreement) or the prime rate, as defined in the Credit Agreement, plus a spread. The interest rate and fees for letters of credit vary based upon the level of excess availability under the Credit Agreement. There is an unused line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit. The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, if excess availability falls below the greater of 10.0 % of the lesser of the Loan Cap and $ 40.0 million for three consecutive business days, and the fixed charge coverage ratio is less than 1.0 to 1.0, the Company would be in default under the Credit Agreement and certain additional covenants would be triggered. The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect. If an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of July 31, 2021. At July 31, 2021, the Company had $ 100.0 million of borrowings outstanding and $ 12.5 million in letters of credit outstanding under the Credit Agreement. Total additional borrowing availability was $ 364.5 million at July 31, 2021. $200 Million Senior Notes On July 27, 2015, the Company issued $ 200.0 million aggregate principal amount of Senior Notes due on August 15, 2023 (the "Senior Notes"). The Senior Notes bear interest at 6.25 %, which is payable on February 15 and August 15 of each year. The Senior Notes are guaranteed on a senior unsecured basis by each of the Company’s subsidiaries that is a borrower or guarantor under the Credit Agreement. The Company may redeem some or all of the Senior Notes at a redemption price (expressed as a percentage of principal amount) of 101.563 % if redeemed prior to August 15, 2021 and 100.000 % if redeemed after August 15, 2021, plus accrued and unpaid interest and Additional Interest (as defined in the Senior Notes indenture). During the thirteen weeks ended July 31, 2021, the Company determined that it would redeem a portion of its Senior Notes on August 16, 2021. Accordingly, the Company classified $ 100.0 million aggregate principal amount of its Senior Notes as a current liability. On August 16, 2021, the Company redeemed $ 100.0 million of Senior Notes at 100.000 % using borrowings under the revolving credit agreement. If the Company experiences specific kinds of changes of control, it would be required to offer to purchase the Senior Notes at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the date of repurchase. The Senior Notes also contain certain other covenants and restrictions that limit certain activities including, among other things, levels of indebtedness, payments of dividends, the guarantee or pledge of assets, certain investments, common stock repurchases, mergers and acquisitions and sales of assets. As of July 31, 2021, the Company was in compliance with all covenants and restrictions relating to the Senior Notes. ​ ​ 19 Table of Contents Note 11 Shareholders’ Equity Accumulated Other Comprehensive Loss The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended July 31, 2021 and August 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension and Derivative ​ ​ ​ ​ ​ ​ ​ Other ​ Financial ​ Accumulated ​ ​ Foreign ​ Postretirement ​ Instrument ​ Other ​ ​ Currency ​ Transactions ​ Transactions ​ Comprehensive ($ thousands) ​ Translation ​ (1) ​ (2) ​ (Loss) Income Balance at May 1, 2021 ​ $ ( 277 ) ​ $ ( 8,659 ) ​ $ — ​ $ ( 8,936 ) Other comprehensive income before reclassifications ​ ​ 17 ​ ​ — ​ ​ — ​ ​ 17 Reclassifications: ​ ​ ​ ​ ​ ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ ​ — ​ ​ 432 ​ ​ — ​ ​ 432 Tax benefit ​ — ​ ( 85 ) ​ — ​ ( 85 ) Net reclassifications ​ — ​ 347 ​ — ​ 347 Other comprehensive income ​ 17 ​ 347 ​ — ​ 364 Balance at July 31, 2021 ​ $ ( 260 ) ​ $ ( 8,312 ) ​ $ — ​ $ ( 8,572 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at May 2, 2020 ​ $ ( 2,111 ) ​ $ ( 31,105 ) ​ $ — ​ $ ( 33,216 ) Other comprehensive income before reclassifications ​ 721 ​ — ​ — ​ 721 Reclassifications: ​ ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 810 ​ — ​ 810 Tax provision (3) ​ — ​ 248 ​ — ​ 248 Net reclassifications ​ — ​ 1,058 ​ — ​ 1,058 Other comprehensive income ​ 721 ​ 1,058 ​ — ​ 1,779 Balance at August 1, 2020 ​ $ ( 1,390 ) ​ $ ( 30,047 ) ​ $ — ​ $ ( 31,437 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at January 30, 2021 ​ $ ( 111 ) ​ $ ( 9,025 ) ​ $ — ​ $ ( 9,136 ) Other comprehensive loss before reclassifications ​ ( 149 ) ​ — ​ — ​ ( 149 ) Reclassifications: ​ ​ ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 895 ​ — ​ 895 Tax benefit ​ — ​ ( 182 ) ​ — ​ ( 182 ) Net reclassifications ​ — ​ 713 ​ — ​ 713 Other comprehensive (loss) income ​ ( 149 ) ​ 713 ​ — ​ 564 Balance at July 31, 2021 ​ $ ( 260 ) ​ $ ( 8,312 ) ​ $ — ​ $ ( 8,572 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at February 1, 2020 ​ $ ( 580 ) ​ $ ( 31,171 ) ​ $ ( 92 ) ​ $ ( 31,843 ) Other comprehensive (loss) income before reclassifications ​ ( 810 ) ​ — ​ 87 ​ ( 723 ) Reclassifications: ​ ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 1,504 ​ 6 ​ 1,510 Tax benefit (3) ​ — ​ ( 380 ) ​ ( 1 ) ​ ( 381 ) Net reclassifications ​ — ​ 1,124 ​ 5 ​ 1,129 Other comprehensive (loss) income ​ ( 810 ) ​ 1,124 ​ 92 ​ 406 Balance at August 1, 2020 ​ $ ( 1,390 ) ​ $ ( 30,047 ) ​ $ — ​ $ ( 31,437 ) (1) Amounts reclassified are included in other income, net. Refer to Note 13 to the condensed consolidated financial statements for additional information related to pension and other postretirement benefits. (2) Amounts reclassified are included in net sales, costs of goods sold and selling and administrative expenses. Refer to Note 1 to the condensed consolidated financial statements for additional information related to derivative financial instruments . (3) Includes approximately $ 0.5 million of expense related to a valuation allowance on net deferred taxes, including those related to other comprehensive income, for the Company’s Canadian subsidiary. ​ ​ 20 Table of Contents Note 12 Share-Based Compensation The Company recognized share-based compensation expense of $ 3.0 and $ 2.1 million during the thirteen weeks and $ 5.4 million and $ 4.4 million during the twenty-six weeks ended July 31, 2021 and August 1, 2020, respectively. The Company had net (repurchases) issuances of ( 25,408 ) and 3,400 shares of common stock during the thirteen weeks ended July 31, 2021 and August 1, 2020, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement. During the twenty-six weeks ended July 31, 2021 and August 1, 2020, the Company had net issuances of 301,860 and 417,521 shares of common stock, respectively, related to the share-based plans. Restricted Stock The following table summarizes restricted stock activity for the periods ended July 31, 2021 and August 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ ​ Thirteen Weeks Ended ​ ​ July 31, 2021 ​ ​ ​ August 1, 2020 ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Total Number ​ ​ Average ​ ​ ​ Total Number ​ ​ Average ​ ​ of Restricted ​ ​ Grant Date ​ ​ ​ of Restricted ​ ​ Grant Date ​ Shares ​ Fair Value ​ Shares ​ Fair Value May 1, 2021 ​ 1,428,844 ​ $ 14.04 ​ May 2, 2020 ​ 1,421,743 ​ $ 18.20 Granted ​ 6,410 ​ ​ 27.50 ​ Granted ​ 12,748 ​ ​ 10.59 Forfeited ​ ( 22,375 ) ​ ​ 13.51 ​ Forfeited ​ ( 35,225 ) ​ ​ 20.73 Vested ( 32,633 ) ​ 15.95 Vested ( 38,664 ) ​ 27.37 July 31, 2021 1,380,246 ​ $ 14.05 ​ August 1, 2020 1,360,602 ​ $ 17.81 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ​ ​ ​ Twenty-Six Weeks Ended ​ July 31, 2021 ​ August 1, 2020 ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ Weighted- ​ ​ Total Number ​ Average ​ ​ ​ Total Number ​ Average ​ ​ of Restricted ​ Grant Date ​ ​ ​ of Restricted ​ Grant Date ​ ​ Shares ​ Fair Value ​ ​ ​ Shares ​ Fair Value January 30, 2021 1,397,227 ​ $ 16.74 ​ February 1, 2020 1,271,795 ​ $ 26.77 Granted 568,916 ​ 18.73 ​ Granted 563,431 ​ 5.92 Forfeited ( 68,875 ) ​ 15.45 ​ Forfeited ( 67,912 ) ​ 23.21 Vested ( 517,022 ) ​ 26.26 ​ Vested ( 406,712 ) ​ 28.28 July 31, 2021 1,380,246 ​ $ 14.05 ​ August 1, 2020 1,360,602 ​ $ 17.81 ​ Of the 6,410 restricted shares granted during the thirteen weeks ended July 31, 2021, 4,910 shares have a cliff-vesting term of one year and 1,500 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years . Of the 568,916 restricted shares granted during the twenty-six weeks ended July 31, 2021, 4,910 shares have a cliff-vesting term of one year , 20,000 shares have a cliff-vesting term of two years and 544,006 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years . All of the restricted shares granted during the thirteen weeks ended August 1, 2020 have a cliff-vesting term of one year . Of the 563,431 restricted shares granted during the twenty-six weeks ended August 1, 2020, 12,748 shares have a cliff-vesting term of one year and 550,683 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years . Share-based compensation expense for graded-vesting grants is recognized ratably over the respective vesting periods. Performance Share Awards During the twenty-six weeks ended July 31, 2021, the Company granted performance share awards for a targeted 175,500 shares, with a weighted-average grant date fair value of $ 18.63 in connection with the 2020 performance award. There were no performance-based share awards granted by the Company during the thirteen weeks ended July 31, 2021 or for the twenty-six weeks ended August 1, 2020. Vesting of performance-based awards is generally 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. ​ 21 Table of Contents 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 twenty-six weeks ended July 31, 2021, the Company granted long-term incentive awards payable in cash for the 2021-2023 performance period, with a target value of $ 6.5 million and a maximum value of $ 13.0 million. These awards, which vest after a three-year period, are dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award. The estimated value of the award, which is reflected within other liabilities on the condensed consolidated balance sheets, is being accrued over the three-year performance period. There were no long-term incentive awards granted by the Company during the thirteen weeks ended July 31, 2021 or during the twenty-six weeks ended August 1, 2020. ​ 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 related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs. The RSUs payable in cash are remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted. The Company granted 40,729 and 106,222 RSUs to non-employee directors, including 1,449 and 4,238 for dividend equivalents, during the thirteen weeks ended July 31, 2021 and August 1, 2020, respectively, with weighted-average grant date fair values of $ 27.48 and $ 10.50 , respectively. The Company granted 42,441 and 114,531 RSUs to non-employee directors, including 3,161 and 12,548 for dividend equivalents, during the twenty-six weeks ended July 31, 2021 and August 1, 2020, respectively, with weighted-average grant date fair values of $ 27.21 and $ 10.02 , respectively. ​ Note 13 Retirement and Other Benefit Plans The following table sets forth the components of net periodic benefit income for the Company, including domestic and Canadian plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ Other Postretirement Benefits ​ Thirteen Weeks Ended Thirteen Weeks Ended ($ thousands) ​ July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Service cost ​ $ 1,801 ​ $ 2,247 ​ $ — ​ $ — Interest cost ​ 2,806 ​ 3,128 ​ 10 ​ 11 Expected return on assets ​ ( 7,108 ) ​ ( 7,432 ) ​ — ​ — Amortization of: ​ ​ ​ ​ ​ ​ Actuarial loss (gain) ​ 592 ​ 1,183 ​ ( 28 ) ​ ( 16 ) Prior service income ​ ( 132 ) ​ ( 357 ) ​ — ​ — Settlement cost ​ — ​ 222 ​ — ​ — Curtailment gain ​ — ​ ( 189 ) ​ — ​ — Total net periodic benefit income ​ $ ( 2,041 ) ​ $ ( 1,198 ) ​ $ ( 18 ) ​ $ ( 5 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ Other Postretirement Benefits ​ Twenty-Six Weeks Ended Twenty-Six Weeks Ended ($ thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Service cost ​ $ 3,743 ​ $ 4,407 ​ $ — ​ $ — Interest cost ​ 5,619 ​ 6,282 ​ 20 ​ 30 Expected return on assets ​ ( 14,222 ) ​ ( 14,875 ) ​ — ​ — Amortization of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Actuarial loss (gain) ​ 1,207 ​ 2,266 ​ ( 55 ) ​ ( 54 ) Prior service income ​ ( 257 ) ​ ( 707 ) ​ — ​ — Settlement cost ​ — ​ 222 ​ — ​ — Curtailment gain ​ — ​ ( 189 ) ​ — ​ — Total net periodic benefit income ​ $ ( 3,910 ) ​ $ ( 2,594 ) ​ $ ( 35 ) ​ $ ( 24 ) ​ The non-service cost components of net periodic benefit income are included in other income, net in the condensed consolidated statements of earnings (loss). Service cost is included in selling and administrative expenses. ​ 22 Table of Contents ​ Note 14 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). Non-Qualified 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 (loss). The fair value of each PSU ​ 23 Table of Contents 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 were previously granted at no cost to non-employee directors. These cash-equivalent 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 cash-equivalent 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). Additional information related to RSUs for non-employee directors is disclosed in Note 12 to the condensed consolidated financial statements. Mandatory Purchase Obligation The Company recorded a mandatory purchase obligation of the noncontrolling interest in conjunction with the acquisition of Blowfish Malibu in July of 2018. The fair value of the mandatory purchase obligation is based on the earnings formula specified in the purchase agreement (Level 3). Fair value adjustments on the mandatory purchase obligation are recorded as interest expense. During the thirteen weeks ended July 31, 2021 and August 1, 2020, the Company recorded fair value adjustments of $ 7.1 million and $ 6.6 million, respectively. During the twenty-six weeks ended July 31, 2021 and August 1, 2020, the Company recorded fair value adjustments of $ 13.5 million and $ 9.8 million, respectively. Refer to further discussion of the mandatory purchase obligation in Note 5 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 July 31, 2021, August 1, 2020 and January 30, 2021. During the twenty-six weeks ended July 31, 2021 and August 1, 2020, there were no transfers into or out of Level 3. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ($ thousands) Total Level 1 Level 2 Level 3 Asset (Liability) ​ ​ ​ ​ ​ ​ ​ ​ July 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 4,000 ​ $ 4,000 ​ $ — ​ $ — Non-qualified deferred compensation plan assets ​ 8,361 ​ 8,361 ​ — ​ ​ — Non-qualified deferred compensation plan liabilities ​ ( 8,361 ) ​ ( 8,361 ) ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 1,991 ) ​ ( 1,991 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 2,735 ) ​ ( 2,735 ) ​ — ​ ​ — Mandatory purchase obligation - Blowfish Malibu ​ ( 52,639 ) ​ — ​ — ​ ​ ( 52,639 ) August 1, 2020: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 99,001 ​ $ 99,001 ​ $ — ​ $ — Non-qualified deferred compensation plan assets ​ ​ 7,690 ​ ​ 7,690 ​ ​ — ​ ​ — Non-qualified deferred compensation plan liabilities ​ ( 7,690 ) ​ ( 7,690 ) ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 780 ) ​ ( 780 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 686 ) ​ ( 686 ) ​ — ​ ​ — Mandatory purchase obligation - Blowfish Malibu ​ ( 25,022 ) ​ — ​ — ​ ​ ( 25,022 ) January 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 45,000 ​ $ 45,000 ​ $ — ​ $ — Non-qualified deferred compensation plan assets ​ 7,918 ​ 7,918 ​ — ​ ​ — Non-qualified deferred compensation plan liabilities ​ ( 7,918 ) ​ ( 7,918 ) ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 989 ) ​ ( 989 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 1,661 ) ​ ( 1,661 ) ​ — ​ ​ — Mandatory purchase obligation - Blowfish Malibu ​ ( 39,134 ) ​ — ​ — ​ ​ ( 39,134 ) ​ 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 ​ 24 Table of Contents 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 $ 551.8 million and $ 684.9 million at July 31, 2021 and August 1, 2020, respectively, were assessed for indicators of impairment and written down to their fair value. This assessment resulted in the following impairment charges, primarily for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores. Higher impairment charges were recorded in the twenty-six weeks ended August 1, 2020, reflecting the deteriorating economic conditions driven in part by the COVID-19 pandemic, as further discussed in Note 5 and Note 9 to the condensed consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ($ thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Long-Lived Asset Impairment Charges ​ ​ ​ ​ Famous Footwear ​ $ 400 ​ $ — ​ $ 800 ​ $ 14,896 Brand Portfolio ​ — ​ — ​ 1,488 ​ 20,326 Total long-lived asset impairment charges ​ $ 400 ​ $ — ​ $ 2,288 ​ $ 35,222 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ July 31, 2021 August 1, 2020 January 30, 2021 ​ ​ Carrying ​ ​ ​ ​ Carrying ​ ​ ​ ​ Carrying ​ ​ ​ ($ thousands) Value (1) Fair Value Value (1) Fair Value Value (1) Fair Value Borrowings under revolving credit agreement ​ $ 100,000 ​ $ 100,000 ​ $ 350,000 ​ $ 350,000 ​ $ 250,000 ​ $ 250,000 Current portion of long-term debt ​ ​ 100,000 ​ ​ 100,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Long-term debt ​ 100,000 ​ 100,000 ​ 200,000 ​ 174,000 ​ 200,000 ​ 201,000 Total debt ​ $ 300,000 ​ $ 300,000 ​ $ 550,000 ​ $ 524,000 ​ $ 450,000 ​ $ 451,000 (1) Excludes unamortized debt issuance costs and debt discount The fair values of borrowings under the revolving credit agreement and current portion of long-term debt approximate their carrying values due to the short-term nature of these borrowings (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). ​ Note 15 Income Taxes The Company’s consolidated effective tax rate can vary considerably from period to period, depending on a number of factors. The Company’s consolidated effective tax rates were a provision of 30.3 % and a benefit of 9.4 % for the thirteen weeks ended July 31, 2021 and August 1, 2020, respectively. The higher tax rate for the thirteen weeks ended July 31, 2021 was driven by discrete tax adjustments totaling $ 2.9 million, inclusive of $ 3.3 million of incremental valuation allowances on the Company’s deferred tax assets, as the Company is in a full valuation allowance position for federal, state and certain international jurisdictions. During the thirteen weeks ended August 1, 2020, the Company's effective tax rate was impacted by several discrete tax items totaling $ 2.7 million, including the non-deductibility of losses at the Company’s Canadian business division. Offsetting this impact was a benefit associated with the CARES Act, which permits the Company to carry back 2020 losses to years with a higher federal tax rate. The Company’s consolidated effective tax rate was a provision of 31.1 % for the twenty-six weeks ended July 31, 2021, compared to a benefit of 19.1 % for the twenty-six weeks ended August 1, 2020. The higher tax rate for the twenty-six weeks ended July 31, 2021 primarily reflects the incremental valuation allowances recorded in the second quarter, as described above, and the non-deductibility of losses at the Company’s Canadian business division, which were driven by exit-related costs associated with Naturalizer retail stores during the first quarter. The Company's effective tax rate for the twenty-six weeks ended August 1, 2020 was impacted by several discrete tax items, including the non-deductibility of a portion of the Company's intangible asset impairment charges, the provision of a valuation allowance related to certain ​ 25 Table of Contents state and Canada deferred tax assets, and the incremental tax provision related to the vesting of stock awards. Offsetting these impacts was a benefit associated with the CARES ACT, which permits the Company to carry back 2020 losses to years with a higher federal tax rate. As of July 31, 2021, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s foreign subsidiaries that are not subject to United States income tax, beyond the amounts recorded for the one-time transition tax for the mandatory deemed repatriation of cumulative foreign earnings, as required by the Tax Cuts and Jobs Act. The Company periodically evaluates its foreign investment opportunities and plans, as well as its foreign working capital needs, to determine the level of investment required and, accordingly, determines the level of foreign earnings that is considered indefinitely reinvested. Based upon that evaluation, earnings of the Company’s foreign subsidiaries that are not otherwise subject to United States taxation are considered to be indefinitely reinvested, and accordingly, deferred taxes have not been provided. If changes occur in future investment opportunities and plans, those changes will be reflected when known and may result in providing residual United States deferred taxes on unremitted foreign earnings. ​ Note 16 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 submitted a request to the oversight authorities for permission to convert the perimeter pump and treat active remediation system to a passive one. In 2019, a final response was received from the oversight authorities, which is allowing the Company to proceed with implementation of the revised plan. The Company continues to work with outside experts and the oversight authorities on the off-site work plan. The cumulative expenditures for both on-site and off-site remediation through July 31, 2021 were $ 32.1 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 July 31, 2021 is $ 9.9 million, of which $ 9.0 million is recorded within other liabilities and $ 0.9 million is recorded within other accrued expenses. Of the total $ 9.9 million reserve, $ 5.1 million is for off-site remediation and $ 4.8 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 $ 13.6 million as of July 31, 2021. The Company expects to spend approximately $ 0.5 million in 2 0 21 , $ 0.1 million in each of the following four years and $ 12.7 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. ​ 26 Table of Contents 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. ​ ​ 27 Table of Contents