3 unchanged sentences
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
January 30, 2021
13 unchanged sentences
Borrowings under revolving credit agreement
−Removed: Current portion of long-term debt
Mandatory purchase obligation - Blowfish Malibu
+Added: Current portion of long-term debt
Trade accounts payable
19 unchanged sentences
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands, except per share amounts)
−Removed: August 1,2020
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30,2021
+Added: October 31,2020
+Added: October 30, 2021
+Added: October 31, 2020
Cost of goods sold
4 unchanged sentences
Interest expense, net
+Added: Loss on early extinguishment of debt
Other income, net
2 unchanged sentences
Net earnings (loss)
−Removed: Net earnings (loss) attributable to noncontrolling interests
+Added: Net earnings attributable to noncontrolling interests
Net earnings (loss) attributable to Caleres, Inc.
5 unchanged sentences
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Net earnings (loss)
5 unchanged sentences
Comprehensive income (loss)
−Removed: Comprehensive income (loss) attributable to noncontrolling interests
+Added: Comprehensive income attributable to noncontrolling interests
Comprehensive income (loss) attributable to Caleres, Inc.
2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Operating Activities
5 unchanged sentences
Fair value adjustments to Blowfish mandatory purchase obligation
+Added: Loss on early extinguishment of debt
Share-based compensation expense
17 unchanged sentences
Repayments under revolving credit agreement
+Added: Redemption of senior notes
Dividends paid
+Added: Debt issuance costs
Acquisition of treasury stock
Issuance of common stock under share-based plans, net
−Removed: Net cash (used for) provided by financing activities
+Added: Contributions by noncontrolling interests, net
+Added: Net cash used for financing activities
Effect of exchange rate changes on cash and cash equivalents
11 unchanged sentences
(Loss) Income
−Removed: BALANCE MAY 1, 2021
+Added: BALANCE JULY 31, 2021
Foreign currency translation adjustment
4 unchanged sentences
Share-based compensation expense
−Removed: BALANCE JULY 31, 2021
−Removed: BALANCE MAY 2, 2020
−Removed: Net (loss) earnings
+Added: BALANCE OCTOBER 30, 2021
+Added: BALANCE AUGUST 1, 2020
Foreign currency translation adjustment
1 unchanged sentence
Comprehensive income (loss)
+Added: Contributions by noncontrolling interests
Dividends ($ 0.07 per share)
Acquisition of treasury stock
−Removed: ( 1,391,234 )
Issuance of common stock under share-based plans, net
Share-based compensation expense
−Removed: BALANCE AUGUST 1, 2020
+Added: BALANCE OCTOBER 31, 2020
Total Caleres, Inc.
11 unchanged sentences
Share-based compensation expense
−Removed: BALANCE JULY 31, 2021
+Added: BALANCE OCTOBER 30, 2021
BALANCE FEBRUARY 1, 2020
+Added: Net (loss) earnings
Foreign currency translation adjustment
2 unchanged sentences
Comprehensive income (loss)
+Added: Contributions by noncontrolling interests
Dividends ($ 0.21 per share)
4 unchanged sentences
Share-based compensation expense
−Removed: BALANCE AUGUST 1, 2020
+Added: BALANCE OCTOBER 31, 2020
+Added: See notes to condensed consolidated financial statements.
CALERES, INC.
15 unchanged sentences
The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions (“CLT”).
−Removed: Net sales and operating earnings were not significant during the thirteen or twenty-six weeks ended July 31, 2021 and August 1, 2020.
+Added: Net sales and operating earnings were $ 4.7 million and $ 0.2 million, respectively, for the thirteen weeks and $ 14.5 million and $ 2.4 million, respectively, for the thirty-nine weeks ended October 30, 2021.
+Added: Net sales and operating earnings were not significant during the thirteen or thirty-nine weeks ended October 31, 2020.
The Company had a joint venture agreement with a subsidiary of C.
2 unchanged sentences
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.
−Removed: The Company anticipates the liquidation to be completed during 2021.
+Added: The Company anticipates the liquidation to be completed during the fourth quarter of 2021.
The Company consolidates CLT and B&H Footwear into its condensed consolidated financial statements.
9 unchanged sentences
COVID-19 Pandemic
−Removed: The United States economy and the retail industry have begun to recover from the adverse impact of the coronavirus (“COVID-19”) pandemic.
+Added: The coronavirus (“COVID-19”) pandemic had a significant adverse impact on the United States economy and the retail industry.
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.
−Removed: 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.
−Removed: During the first half of 2021, as the vaccines became
−Removed: widely distributed and governments continued to ease restrictions, consumer sentiment and spending began to improve.
+Added: The Company experienced sequential improvement in sales in the second half of 2020, driven by the reopening
+Added: of the retail stores, and continued solid growth of the e-commerce business.
+Added: During the first half of 2021, as the vaccines became 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.
−Removed: 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.
+Added: These factors strengthened demand for our products, which contributed to higher store traffic and strong growth in the Company’s net sales and operating earnings for the thirty-nine weeks ended October 30, 2021.
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted.
1 unchanged sentence
During 2020, the Company deferred approximately $ 9.4 million of employer social security payroll taxes.
−Removed: 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.
+Added: As of October 30, 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 sheet.
+Added: As of October 31, 2020, approximately $ 7.0 million was recorded in other liabilities on the condensed consolidated balance sheet.
Corporate Headquarters Campus
−Removed: In April 2021, the Company announced that it would begin marketing for sale its nine-acre corporate headquarters campus (“campus”) located in Clayton, Missouri.
−Removed: The Company is in the process of evaluating offers as well as exploring relocation options.
+Added: In April 2021, the Company announced that it would begin marketing for sale its nine-acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri.
+Added: The Company continues to evaluate offers and explore relocation and redevelopment options.
The Company does not anticipate the Campus to qualify as a completed sale within the next twelve months.
−Removed: 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.
+Added: Accordingly, as of October 30, 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.
8 unchanged sentences
Impact of Prospective Accounting Pronouncements
−Removed: The Company has evaluated all recently issued accounting pronouncements.
−Removed: There are no prospective accounting pronouncements that are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.
+Added: In November 2020, the SEC issued SEC Release No.
+Added: 33-10890, Management’s Discussion and Analysis, Selected Financial Data and Supplementary Financial Information .
+Added: The rule amends existing requirements in Regulation S-K for disclosures related to management’s discussion and analysis and certain financial disclosure requirements.
+Added: The final rule became effective on February 10, 2021 and the amendments are required for a registrant’s first fiscal year ending on or after August 9, 2021, with early adoption permitted on an item-by-item basis.
+Added: The Company adopted the amendments associated with Items 301 and 302 of the rule during 2020.
+Added: The remaining provisions of the rule, which are not expected to have a material impact on the Company’s financial statement disclosures, will be reflected in the Form 10-K for the fiscal year ended January 29, 2022.
Note 3 Revenues
Disaggregation of Revenues
−Removed: The following table disaggregates revenue by segment and major source for the periods ended July 31, 2021 and August 1, 2020:
−Removed: Thirteen Weeks Ended July 31,2021
+Added: The following table disaggregates revenue by segment and major source for the periods ended October 30, 2021 and October 31, 2020:
+Added: Thirteen Weeks Ended October 30, 2021
Eliminations and
11 unchanged sentences
Licensing and royalty
−Removed: Thirteen Weeks Ended August 1, 2020
+Added: Thirteen Weeks Ended October 31, 2020
Eliminations and
11 unchanged sentences
Licensing and royalty
−Removed: Twenty-Six Weeks Ended July 31, 2021
+Added: Thirty-Nine Weeks Ended October 30, 2021
Eliminations and
12 unchanged sentences
Total net sales
−Removed: Twenty-Six Weeks Ended August 1, 2020
+Added: Thirty-Nine Weeks Ended October 31, 2020
Eliminations and
36 unchanged sentences
Up-front payments are recognized over the contractual term to which the guaranteed minimum relates.
+Added: The Company also licenses its Famous Footwear trade name and logo to a third-party financial institution to offer Famous Footwear-branded credit cards to its consumers.
+Added: The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time when the credit card is used.
Contract Balances
4 unchanged sentences
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
January 30, 2021
4 unchanged sentences
Changes in contract balances with customers generally reflect differences in relative sales volume for the periods presented.
−Removed: 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.
−Removed: 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.
−Removed: 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:
−Removed: Twenty-Six Weeks Ended
+Added: In addition, during the thirty-nine weeks ended October 30, 2021, the loyalty programs liability increased $ 27.4 million due to points and material rights earned on purchases and decreased $ 23.0 million due to expirations and redemptions.
+Added: During the thirty-nine weeks ended October 31, 2020, the loyalty programs liability increased $ 20.7 million due to points and material rights earned on purchases and decreased $ 22.5 million due to expirations and redemptions.
+Added: The following table summarizes the activity in the Company’s allowance for expected credit losses during the thirty-nine weeks ended October 30, 2021 and October 31, 2020:
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Balance, beginning of period
3 unchanged sentences
Balance, end of period
−Removed: (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.
+Added: (1) The Company’s provision/adjustment for expected credit losses for the thirty-nine weeks ended October 31, 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.
Note 4 Earnings (Loss) Per Share
3 unchanged sentences
The following table sets forth the computation of basic and diluted earnings (loss) per common share attributable to Caleres, Inc.
−Removed: shareholders for the periods ended July 31, 2021 and August 1, 2020:
+Added: shareholders for the periods ended October 30, 2021 and October 31, 2020:
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands, except per share amounts)
−Removed: July 31, 2021
−Removed: August 1, 2020
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Net earnings (loss)
−Removed: Net (earnings) loss attributable to noncontrolling interests
+Added: Net earnings attributable to noncontrolling interests
Net earnings (loss) attributable to Caleres, Inc.
7 unchanged sentences
Diluted earnings (loss) per common share attributable to Caleres, Inc.
−Removed: 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.
+Added: Options to purchase 16,667 shares of common stock for both the thirteen and thirty-nine weeks ended October 30, 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company did not repurchase any shares under the share repurchase programs during the twenty-six weeks ended July 31, 2021.
+Added: Options to purchase 24,667 shares of common stock were excluded from the denominator for both the thirteen and thirty-nine weeks ended October 31, 2020.
+Added: During the thirty-nine weeks ended October 31, 2020, the Company repurchased 2,902,122 shares 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.
+Added: did no t repurchase any shares under the share repurchase programs during the thirteen weeks ended October 31, 2020 or the thirty-nine weeks ended October 30, 2021.
Refer to further discussion in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds .
2 unchanged sentences
In 2018, the Company acquired a controlling interest in Blowfish Malibu.
−Removed: 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.
−Removed: Approximately $ 9.0 million was initially assigned to the mandatory purchase obligation and remeasurement adjustments are recorded as interest expense.
−Removed: 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.
−Removed: 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.
−Removed: As of July 31, 2021, the mandatory purchase obligation was valued at $ 52.6 million.
−Removed: The mandatory
−Removed: purchase obligation is expected to be settled during the third quarter of 2021.
+Added: The remaining interest was 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.
+Added: Approximately $ 9.0 million was initially assigned to the mandatory purchase obligation and remeasurement adjustments were recorded as interest expense.
+Added: The fair value adjustments on the mandatory purchase obligation totaled $ 1.9 million ($ 1.4 million on an after-tax basis, or $ 0.04 per diluted share) for the thirteen weeks ended October 30, 2021, reflecting the settlement of the remaining interest in Blowfish Malibu.
+Added: Fair value adjustments totaled $ 15.4 million ($ 11.5 million on an after-tax basis, or $ 0.30 per diluted share) for the thirty-nine weeks ended October 30, 2021.
+Added: For the thirteen and thirty-nine weeks ended October 31, 2020, the Company recorded fair value adjustments of $ 5.1 million ($ 3.8 million on an after-tax basis, or $ 0.10 per diluted share) and $ 14.9 million ($ 11.1 million on an after-tax basis, or $ 0.30 per diluted share), respectively.
+Added: As of October 30, 2021, the mandatory purchase obligation was valued at $ 54.6 million.
+Added: The mandatory purchase obligation was paid subsequent to the third quarter of 2021, on November 4, 2021.
Refer to further discussion regarding the mandatory purchase obligation in Note 14 to the condensed consolidated financial statements.
−Removed: 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.
+Added: During the thirty-nine weeks ended October 30, 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.
−Removed: 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.
−Removed: As of July 31, 2021, reserves of $ 3.3 million were included on the condensed consolidated balance sheets.
−Removed: 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.
−Removed: 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.
+Added: These charges are presented in restructuring and special charges on the condensed consolidated statements of earnings (loss) within the Brand Portfolio segment for the thirty-nine weeks ended October 30, 2021.
+Added: As of October 30, 2021, reserves of $ 2.5 million were included on the condensed consolidated balance sheets.
+Added: During the thirty-nine weeks ended October 31, 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.
+Added: 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 thirty-nine weeks ended October 31, 2020.
COVID-19-Related Expenses
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: 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).
+Added: During the thirty-nine weeks ended October 31, 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 $ 2.08 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.
2 unchanged sentences
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.
−Removed: There were no corresponding special charges for the twenty-six weeks ended July 31, 2021.
+Added: There were no corresponding special charges for the thirty-nine weeks ended October 30, 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.
Note 6 Business Segment Information
−Removed: 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:
+Added: Following is a summary of certain key financial measures for the Company’s business segments for the periods ended October 30, 2021 and October 31, 2020:
($ thousands)
−Removed: Thirteen Weeks Ended July 31, 2021
+Added: Thirteen Weeks Ended October 30, 2021
Intersegment sales (1)
−Removed: Operating earnings
+Added: Operating earnings (loss)
Segment assets
−Removed: Thirteen Weeks Ended August 1, 2020
+Added: Thirteen Weeks Ended October 31, 2020
Intersegment sales (1)
1 unchanged sentence
Segment assets
−Removed: Twenty-Six Weeks Ended July 31, 2021
+Added: Thirty-Nine Weeks Ended October 30, 2021
Intersegment sales (1)
−Removed: Operating earnings
−Removed: Twenty-Six Weeks Ended August 1, 2020
+Added: Operating earnings (loss)
+Added: Thirty-Nine Weeks Ended October 31, 2020
Intersegment sales (1)
4 unchanged sentences
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Operating earnings (loss)
Interest expense, net
+Added: Loss on early extinguishment of debt
Other income, net
3 unchanged sentences
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
January 30, 2021
6 unchanged sentences
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
January 30, 2021
8 unchanged sentences
Goodwill and intangible assets, net
−Removed: (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.
−Removed: The Company’s intangible assets as of July 31, 2021, August 1, 2020 and January 30, 2021 were as follows:
+Added: (1) The carrying amount of goodwill as of October 30, 2021, October 31, 2020 and January 30, 2021 is presented net of accumulated impairment charges of $ 415.7 million.
+Added: The Company’s intangible assets as of October 30, 2021, October 31, 2020 and January 30, 2021 were as follows:
($ thousands)
−Removed: July 31, 2021
+Added: October 30, 2021
Estimated Useful Lives
2 unchanged sentences
Customer relationships
−Removed: August 1, 2020
+Added: October 31, 2020
Estimated Useful Lives
8 unchanged sentences
(2) The Via Spiga trade name was reclassified from indefinite-lived trade names to definite-lived trade names.
−Removed: The remaining carrying value of $ 0.1 million as of July 31, 2021 will be fully amortized by the end of fiscal 2021.
−Removed: 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.
+Added: The remaining carrying value of $ 0.1 million as of October 30, 2021 will be fully amortized by the end of fiscal 2021.
+Added: Amortization expense related to intangible assets was $ 3.1 million and $ 3.3 million for the thirteen weeks ended October 30, 2021 and October 31, 2020, respectively, and $ 9.4 million and $ 9.8 million for the thirty-nine weeks ended October 30, 2021 and October 31, 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.
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.
−Removed: 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.
+Added: 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 the pandemic 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.
−Removed: The Company recorded no goodwill impairment charges during the twenty-six weeks ended July 31, 2021 or the thirteen weeks ended August 1, 2020.
+Added: The Company recorded no goodwill impairment charges during the thirty-nine weeks ended October 30, 2021 or the thirteen weeks ended October 31, 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.
5 unchanged sentences
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.
−Removed: The Company recorded no impairment charges during the twenty-six weeks ended July 31, 2021 or the thirteen weeks ended August 1, 2020.
+Added: The Company recorded no impairment charges during the thirty-nine weeks ended October 30, 2021 or the thirteen weeks ended October 31, 2020.
Note 9 Leases
9 unchanged sentences
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.
−Removed: The Company recorded asset impairment charges of $ 0.4 million during the thirteen weeks ended July 31, 2021.
−Removed: The Company did no t record any impairment charges during the thirteen weeks ended August 1, 2020.
−Removed: 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.
−Removed: The impairment charges recorded in the thirteen and twenty-six weeks ended July 31, 2021 are related to underperforming retail stores.
−Removed: 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.
+Added: The Company recorded asset impairment charges of $ 1.1 million and $ 0.4 million during the thirteen weeks ended October 30, 2021 and October 31, 2020, respectively.
+Added: The Company recorded asset impairment charges of $ 3.4 million and $ 35.6 million during the thirty-nine weeks ended October 30, 2021 and October 31, 2020, respectively.
+Added: The impairment charges recorded in the thirteen and thirty-nine weeks ended October 30, 2021 are related to underperforming retail stores.
+Added: The impairment charges recorded in the thirty-nine weeks ended October 31, 2020, including $ 21.1 million associated with operating lease right-of-use assets and $ 14.5 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.
−Removed: 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.
+Added: As a result of the temporary store closures during the first half of 2020 associated with the 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.
1 unchanged sentence
The Company made a policy election to account for rent abatements as variable rent.
−Removed: 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).
−Removed: The Company recorded $ 2.0 million in lease concessions during the thirteen and twenty-six weeks ended August 1, 2020.
+Added: Accordingly, during the thirteen and thirty-nine weeks ended October 30, 2021, the Company recorded $ 0.1 million and $ 1.7 million, respectively, in lease concessions as a reduction of rent expense within selling and administrative expenses in the condensed consolidated statements of earnings (loss).
+Added: During the thirteen and thirty-nine weeks ended October 31, 2020, the Company recorded $ 1.7 million and $ 3.7 million in lease concessions.
Rent concessions for leases that were extended were recognized as a lease modification.
−Removed: 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.
−Removed: As of July 31, 2021, the Company has entered into lease commitments for two retail locations for which the leases have not yet commenced.
+Added: During the thirty-nine weeks ended October 30, 2021, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 77.7 million on the condensed consolidated balance sheets.
+Added: As of October 30, 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.
−Removed: The components of lease expense for the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 2020 were as follows:
+Added: The components of lease expense for the thirteen and thirty-nine weeks ended October 30, 2021 and October 31, 2020 were as follows:
Thirteen Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Operating lease expense
3 unchanged sentences
Total lease expense
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Operating lease expense
4 unchanged sentences
Supplemental cash flow information related to leases is as follows:
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Cash paid for lease liabilities (1)
Cash received from sublease income
−Removed: (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.
−Removed: 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.
+Added: (1) Cash paid for lease liabilities for the thirty-nine weeks ended October 30, 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.
+Added: In addition, cash paid for lease liabilities during the thirty-nine weeks ended October 31, 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
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: On October 5, 2021, the Company entered into a Fifth Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") which, among other modifications, decreased the amount available under the revolving credit facility by $ 100.0 million to an aggregate amount of up to $ 500.0 million, subject to borrowing base restrictions, and may be further increased by up to $ 250.0 million.
+Added: The Credit Agreement also decreased the spread applied to the London Interbank Offered Rate (“LIBOR”) or prime rate by a total of 75 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.
−Removed: 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.
+Added: Interest on borrowings is at variable rates based on LIBOR (with a floor of 0.0 %), 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.
1 unchanged sentence
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.
−Removed: 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.
+Added: In addition, if excess availability falls below the greater of 10.0 % of the Loan Cap and $ 40.0 million for three consecutive business days, and the fixed charge coverage ratio is less than 1.25 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.
1 unchanged sentence
The Credit Agreement also contains certain other covenants and restrictions.
−Removed: The Company was in compliance with all covenants and restrictions under the Credit Agreement as of July 31, 2021.
−Removed: 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.
−Removed: Total additional borrowing availability was $ 364.5 million at July 31, 2021.
−Removed: $200 Million Senior Notes
+Added: The Company was in compliance with all covenants and restrictions under the Credit Agreement as of October 30, 2021.
+Added: At October 30, 2021, the Company had $ 175.0 million of borrowings outstanding and $ 12.5 million in letters of credit outstanding under the Credit Agreement.
+Added: Total additional borrowing availability was $ 312.5 million at October 30, 2021.
On July 27, 2015, the Company issued $ 200.0 million aggregate principal amount of Senior Notes due on August 15, 2023 (the "Senior Notes").
1 unchanged sentence
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.
−Removed: 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).
−Removed: 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.
−Removed: Accordingly, the Company classified $ 100.0 million aggregate principal amount of its Senior Notes as a current liability.
−Removed: 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.
−Removed: 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.
−Removed: As of July 31, 2021, the Company was in compliance with all covenants and restrictions relating to the Senior Notes.
+Added: The Senior Notes also contain 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.
+Added: As of October 30, 2021, the Company was in compliance with all covenants and restrictions relating to the Senior Notes.
+Added: On August 16, 2021, the Company redeemed $ 100.0 million of Senior Notes at 100.0 %.
+Added: During the thirteen weeks ended October 30, 2021, the Company determined that it would redeem the remaining $ 100.0 million of Senior Notes during the fourth quarter of 2021.
+Added: Accordingly, the Company classified $ 100.0 million aggregate principal amount of its Senior Notes as a current liability.
+Added: On November 18, 2021, the Company notified the holders of the Senior Notes that the remaining $ 100.0 million would be redeemed in January 2022.
Note 11 Shareholders’ Equity
Accumulated Other Comprehensive Loss
−Removed: 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:
+Added: The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended October 30, 2021 and October 31, 2020:
Postretirement
2 unchanged sentences
(Loss) Income
−Removed: Balance at May 1, 2021
−Removed: Other comprehensive income before reclassifications
+Added: Balance at July 31, 2021
+Added: Other comprehensive loss before reclassifications
Reclassifications:
1 unchanged sentence
Net reclassifications
−Removed: Other comprehensive income
−Removed: Balance at July 31, 2021
−Removed: Balance at May 2, 2020
+Added: Other comprehensive (loss) income
+Added: Balance at October 30, 2021
+Added: Balance at August 1, 2020
Other comprehensive income before reclassifications
3 unchanged sentences
Net reclassifications
−Removed: Other comprehensive income
−Removed: Balance at August 1, 2020
+Added: Other comprehensive income (loss)
+Added: Balance at October 31, 2020
Balance at January 30, 2021
4 unchanged sentences
Other comprehensive (loss) income
−Removed: Balance at July 31, 2021
+Added: Balance at October 30, 2021
Balance at February 1, 2020
5 unchanged sentences
Other comprehensive (loss) income
−Removed: Balance at August 1, 2020
+Added: Balance at October 31, 2020
(1) Amounts reclassified are included in other income, net.
4 unchanged sentences
Note 12 Share-Based Compensation
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company recognized share-based compensation expense of $ 3.4 million and $ 2.5 million during the thirteen weeks and $ 8.8 million and $ 6.9 million during the thirty-nine weeks ended October 30, 2021 and October 31, 2020, respectively.
+Added: The Company had net (repurchases) issuances of ( 10,554 ) and 32,018 shares of common stock during the thirteen weeks ended October 30, 2021 and October 31, 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.
+Added: During the thirty-nine weeks ended October 30, 2021 and October 31, 2020, the Company had net issuances of 291,306 and 449,539 shares of common stock, respectively, related to the share-based plans.
Restricted Stock
−Removed: The following table summarizes restricted stock activity for the periods ended July 31, 2021 and August 1, 2020:
+Added: The following table summarizes restricted stock activity for the periods ended October 30, 2021 and October 31, 2020:
Thirteen Weeks Ended
Thirteen Weeks Ended
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
of Restricted
2 unchanged sentences
August 1, 2020
−Removed: Twenty-Six Weeks Ended
−Removed: Twenty-Six Weeks Ended
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
+Added: Thirty-Nine Weeks Ended
+Added: Thirty-Nine Weeks Ended
+Added: October 30, 2021
+Added: October 31, 2020
of Restricted
2 unchanged sentences
February 1, 2020
−Removed: July 31, 2021
−Removed: August 1, 2020
−Removed: 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 .
−Removed: 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 .
−Removed: All of the restricted shares granted during the thirteen weeks ended August 1, 2020 have a cliff-vesting term of one year .
−Removed: 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 .
+Added: October 30, 2021
+Added: October 31, 2020
+Added: There were no restricted shares granted during the thirteen weeks ended October 30, 2021.
+Added: Of the 568,916 restricted shares granted during the thirty-nine weeks ended October 30, 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 .
+Added: All of the restricted shares granted during the thirteen weeks ended October 31, 2020 have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .
+Added: Of the 598,431 restricted shares granted during the thirty-nine weeks ended October 31, 2020, 585,683 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years and 12,748 shares have a cliff-vesting term of one year .
Share-based compensation expense for graded-vesting grants is recognized ratably over the respective vesting periods.
Performance Share Awards
−Removed: 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.
−Removed: 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.
+Added: There were no performance-based share awards granted by the Company during the thirteen weeks ended October 30, 2021.
+Added: During the thirty-nine weeks ended October 30, 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.
+Added: During the thirteen and thirty-nine weeks ended October 31, 2020, the Company granted performance share awards for a targeted 87,750 shares, with a weighted-average grant date fair value of $ 7.47 .
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.
−Removed: 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.
+Added: At the end of the vesting period, the employee will
+Added: 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.
−Removed: 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.
+Added: During the thirty-nine weeks ended October 30, 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.
−Removed: 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.
+Added: There were no long-term cash incentive awards granted by the Company during the thirteen weeks ended October 30, 2021 or during the thirty-nine weeks ended October 31, 2020.
Restricted Stock Units for Non-Employee Directors
5 unchanged sentences
Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted.
−Removed: 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.
−Removed: 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.
+Added: The Company granted 1,739 and 3,618 for dividend equivalents, during the thirteen weeks ended October 30, 2021 and October 31, 2020, respectively, with weighted-average grant date fair values of $ 22.49 and $ 9.78 , respectively.
+Added: The Company granted 44,180 and 118,150 RSUs to non-employee directors, including 4,900 and 16,166 for dividend equivalents, during the thirty-nine weeks ended October 30, 2021 and October 31, 2020, respectively, with weighted-average grant date fair values of $ 27.03 and $ 10.01 , respectively.
Note 13 Retirement and Other Benefit Plans
5 unchanged sentences
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Interest cost
3 unchanged sentences
Prior service income
−Removed: Settlement cost
−Removed: Curtailment gain
Total net periodic benefit income
1 unchanged sentence
Other Postretirement Benefits
−Removed: Twenty-Six Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Interest cost
41 unchanged sentences
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).
−Removed: The fair value of each PSU
−Removed: 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).
+Added: 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
4 unchanged sentences
Mandatory Purchase Obligation
−Removed: The Company recorded a mandatory purchase obligation of the noncontrolling interest in conjunction with the acquisition of Blowfish Malibu in July of 2018.
−Removed: The fair value of the mandatory purchase obligation is based on the earnings formula specified in the purchase agreement (Level 3).
−Removed: Fair value adjustments on the mandatory purchase obligation are recorded as interest expense.
−Removed: 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.
−Removed: 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.
+Added: The Company recorded a mandatory purchase obligation of the remaining interest in conjunction with the acquisition of Blowfish Malibu in July 2018.
+Added: The fair value of the mandatory purchase obligation was based on the earnings formula specified in the purchase agreement (Level 3).
+Added: Fair value adjustments on the mandatory purchase obligation were recorded as interest expense.
+Added: During the thirteen weeks ended October 30, 2021 and October 31, 2020, the Company recorded fair value adjustments of $ 1.9 million and $ 5.1 million, respectively.
+Added: During the thirty-nine weeks ended October 30, 2021 and October 31, 2020, the Company recorded fair value adjustments of $ 15.4 million and $ 14.9 million, respectively.
+Added: The mandatory purchase obligation of $ 54.6 million was paid on November 4, 2021.
Refer to further discussion of the mandatory purchase obligation in Note 5 to the condensed consolidated financial statements.
−Removed: 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.
−Removed: During the twenty-six weeks ended July 31, 2021 and August 1, 2020, there were no transfers into or out of Level 3.
+Added: The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at October 30, 2021, October 31, 2020 and January 30, 2021.
+Added: During the thirty-nine weeks ended October 30, 2021 and October 31, 2020, there were no transfers into or out of Level 3.
Fair Value Measurements
1 unchanged sentence
Asset (Liability)
−Removed: July 31, 2021:
+Added: October 30, 2021:
Cash equivalents – money market funds
4 unchanged sentences
Mandatory purchase obligation - Blowfish Malibu
−Removed: August 1, 2020:
+Added: October 31, 2020:
Cash equivalents – money market funds
14 unchanged sentences
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.
−Removed: When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence
−Removed: of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method.
+Added: 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 .
−Removed: 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.
+Added: Long-lived assets held and used with a carrying amount of $ 542.3 million and
+Added: $ 657.6 million at October 30, 2021 and October 31, 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.
−Removed: 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.
+Added: Higher impairment charges were recorded in the thirty-nine weeks ended October 31, 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
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 31, 2021
−Removed: August 1, 2020
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
+Added: October 30, 2021
+Added: October 31, 2020
Long-Lived Asset Impairment Charges
5 unchanged sentences
The carrying amounts and fair values of the Company’s other financial instruments subject to fair value disclosures are as follows:
−Removed: July 31, 2021
−Removed: August 1, 2020
+Added: October 30, 2021
+Added: October 31, 2020
January 30, 2021
8 unchanged sentences
The Company’s consolidated effective tax rate can vary considerably from period to period, depending on a number of factors.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: state and Canada deferred tax assets, and the incremental tax provision related to the vesting of stock awards.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company’s consolidated effective tax rates were a provision of 24.9 % and a benefit of 1.9 % for the thirteen weeks ended October 30, 2021 and October 31, 2020, respectively.
+Added: The lower effective tax rate for the thirteen weeks ended October 31, 2020 reflects the impact of a higher anticipated full year tax benefit, driven by the impact of the CARES Act, which permitted the Company to carry back 2020 losses to years with a higher federal tax rate, and the mix of projected earnings between international and domestic jurisdictions.
+Added: The Company’s consolidated effective tax rate was a provision of 27.7 % for the thirty-nine weeks ended October 30, 2021, compared to a benefit of 19.8 % for the thirty-nine weeks ended October 31, 2020.
+Added: The higher tax rate for the thirty-nine weeks ended October 30, 2021 primarily reflects strong domestic earnings and incremental valuation allowances for the Company’s deferred tax assets in certain jurisdictions.
+Added: The rate also reflects 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 of 2021.
+Added: The Company's effective tax rate for the thirty-nine weeks ended October 31, 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 state and Canada deferred tax assets, and the incremental tax provision related to the vesting of stock awards.
+Added: Offsetting these impacts was a benefit associated with the CARES Act, which permitted the Company to carry back 2020 losses to years with a higher federal tax rate.
+Added: As of October 30, 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.
+Added: The Company periodically evaluates its foreign
+Added: 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.
17 unchanged sentences
The Company continues to work with outside experts and the oversight authorities on the off-site work plan.
−Removed: The cumulative expenditures for both on-site and off-site remediation through July 31, 2021 were $ 32.1 million.
+Added: The cumulative expenditures for both on-site and off-site remediation through October 30, 2021 were $ 32.3 million.
The Company has recovered a portion of these expenditures from insurers and other third parties.
−Removed: 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.
+Added: The reserve for the anticipated future remediation activities at October 30, 2021 is $ 9.9 million, of which $ 8.9 million is recorded within other liabilities and $ 1.0 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 %.
−Removed: On an undiscounted basis, the on-site remediation liability would be $ 13.6 million as of July 31, 2021.
+Added: On an undiscounted basis, the on-site remediation liability would be $ 13.7 million as of October 30, 2021.
The Company expects to spend approximately $ 0.6 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.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.