3 unchanged sentences
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
January 29, 2022
3 unchanged sentences
Inventories, net
+Added: Property and equipment, held for sale
Prepaid expenses and other current assets
3 unchanged sentences
Property and equipment, net
−Removed: Deferred income taxes
Goodwill and intangible assets, net
3 unchanged sentences
Mandatory purchase obligation - Blowfish Malibu
−Removed: Current portion of long-term debt
Trade accounts payable
17 unchanged sentences
CALERES, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
+Added: CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands, except per share amounts)
−Removed: October 30,2021
−Removed: October 31,2020
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
Cost of goods sold
Selling and administrative expenses
−Removed: Impairment of goodwill and intangible assets
Restructuring and other special charges, net
−Removed: Operating earnings (loss)
+Added: Operating earnings
Interest expense, net
−Removed: Loss on early extinguishment of debt
Other income, net
−Removed: Earnings (loss) before income taxes
−Removed: Income tax (provision) benefit
−Removed: Net earnings (loss)
−Removed: Net earnings attributable to noncontrolling interests
−Removed: Net earnings (loss) attributable to Caleres, Inc.
−Removed: Basic earnings (loss) per common share attributable to Caleres, Inc.
−Removed: Diluted earnings (loss) per common share attributable to Caleres, Inc.
+Added: Earnings before income taxes
+Added: Income tax provision
+Added: Net (loss) earnings attributable to noncontrolling interests
+Added: Net earnings attributable to Caleres, Inc.
+Added: Basic earnings per common share attributable to Caleres, Inc.
+Added: Diluted earnings per common share attributable to Caleres, Inc.
See notes to condensed consolidated financial statements.
CALERES, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: Net earnings (loss)
+Added: April 30, 2022
Other comprehensive income (loss) ("OCI"), net of tax:
1 unchanged sentence
Pension and other postretirement benefits adjustments
−Removed: Derivative financial instruments
Other comprehensive income, net of tax
−Removed: Comprehensive income (loss)
−Removed: Comprehensive income attributable to noncontrolling interests
−Removed: Comprehensive income (loss) attributable to Caleres, Inc.
+Added: Comprehensive income
+Added: Comprehensive (loss) income attributable to noncontrolling interests
+Added: Comprehensive income attributable to Caleres, Inc.
See notes to condensed consolidated financial statements.
1 unchanged sentence
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Thirty-Nine Weeks Ended
+Added: Thirteen Weeks Ended
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
Operating Activities
−Removed: Net earnings (loss)
−Removed: Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
+Added: Adjustments to reconcile net earnings to net cash provided by operating activities:
Amortization of capitalized software
2 unchanged sentences
Fair value adjustments to Blowfish mandatory purchase obligation
−Removed: Loss on early extinguishment of debt
Share-based compensation expense
1 unchanged sentence
Impairment charges for property, equipment, and lease right-of-use assets
−Removed: Impairment of goodwill and intangible assets
Provision/adjustment for expected credit losses
13 unchanged sentences
Repayments under revolving credit agreement
−Removed: Redemption of senior notes
Dividends paid
−Removed: Debt issuance costs
Acquisition of treasury stock
Issuance of common stock under share-based plans, net
−Removed: Contributions by noncontrolling interests, net
+Added: Contributions by noncontrolling interests
Net cash used for financing activities
Effect of exchange rate changes on cash and cash equivalents
−Removed: (Decrease) increase in cash and cash equivalents
+Added: Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
−Removed: Caleres, Inc.
+Added: Total Caleres, Inc.
Comprehensive
2 unchanged sentences
Paid-In Capital
−Removed: (Loss) Income
−Removed: BALANCE JULY 31, 2021
−Removed: Foreign currency translation adjustment
−Removed: Pension and other postretirement benefits adjustments, net of tax of $ 87
−Removed: Comprehensive income
−Removed: Dividends ($ 0.07 per share)
−Removed: Issuance of common stock under share-based plans, net
−Removed: Share-based compensation expense
−Removed: BALANCE OCTOBER 30, 2021
−Removed: BALANCE AUGUST 1, 2020
+Added: BALANCE AS OF JANUARY 29, 2022
+Added: Net earnings (loss)
Foreign currency translation adjustment
6 unchanged sentences
Share-based compensation expense
−Removed: BALANCE OCTOBER 31, 2020
−Removed: Total Caleres, Inc.
−Removed: Comprehensive
−Removed: Shareholders’
−Removed: ($ thousands, except number of shares and per share amounts)
−Removed: Paid-In Capital
−Removed: (Loss) Income
−Removed: BALANCE AS OF JANUARY 30, 2021
+Added: BALANCE APRIL 30, 2022
+Added: BALANCE JANUARY 30, 2021
Foreign currency translation adjustment
4 unchanged sentences
Share-based compensation expense
−Removed: BALANCE OCTOBER 30, 2021
−Removed: BALANCE FEBRUARY 1, 2020
−Removed: Net (loss) earnings
−Removed: Foreign currency translation adjustment
−Removed: Unrealized loss on derivative financial instruments, net of tax of $ 31
−Removed: Pension and other postretirement benefits adjustments, net of tax of $ 336
−Removed: Comprehensive income (loss)
−Removed: Contributions by noncontrolling interests
−Removed: Dividends ($ 0.21 per share)
−Removed: Acquisition of treasury stock
−Removed: ( 2,902,122 )
−Removed: Issuance of common stock under share-based plans, net
−Removed: Cumulative-effect adjustment from adoption of ASC 326
−Removed: Share-based compensation expense
−Removed: BALANCE OCTOBER 31, 2020
+Added: BALANCE MAY 1, 2021
See notes to condensed consolidated financial statements.
8 unchanged sentences
The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales.
−Removed: Traditionally, the third fiscal quarter accounts for a substantial portion of the Company’s earnings for the year.
+Added: Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, the Company is beginning to experience more equal distribution among the quarters.
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.
−Removed: Certain prior period amounts in the condensed consolidated financial statements and footnotes have been reclassified to conform to the current period presentation.
−Removed: These reclassifications did not affect net earnings (loss) attributable to Caleres, Inc.
+Added: Certain prior period amounts in the notes to the condensed consolidated financial statements have been reclassified to conform to the current period presentation.
+Added: These reclassifications did not affect net earnings 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 29, 2022.
Noncontrolling Interests
−Removed: During 2019, the Company entered into a joint venture with Brand Investment Holding Limited (“Brand Investment Holding”), a member of the Gemkell Group.
+Added: During 2019, the Company entered into a joint venture with Brand Investment Holding Limited (“Brand Investment Holding”), a member of the Gemkell Group, to sell Sam Edelman, Naturalizer and other branded footwear in China.
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 $ 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.
−Removed: Net sales and operating earnings were not significant during the thirteen or thirty-nine weeks ended October 31, 2020.
+Added: During the first quarter of 2022, CLT accrued capital contributions of $ 3.0 million, including $ 1.5 million of funding received from Brand Investment Holding.
+Added: Net sales and operating losses were $ 2.9 million and $ 0.9 million, respectively, for the thirteen weeks ended April 30, 2022.
+Added: Net sales and operating earnings (loss) were not significant during the thirteen weeks ended May 1, 2021.
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 the fourth quarter of 2021.
The Company consolidates CLT and B&H Footwear into its condensed consolidated financial statements.
−Removed: Net earnings (loss) attributable to noncontrolling interests represents the share of net earnings or losses that are attributable to Brand Investment Holding equity.
+Added: Net (loss) earnings attributable to noncontrolling interests represents the share of net earnings or losses that is attributable to Brand Investment Holding and CBI.
Transactions between the Company and the joint ventures have been eliminated in the condensed consolidated financial statements.
Use of Estimates
−Removed: 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.
+Added: 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 condensed consolidated financial statements and accompanying notes.
Actual results could differ from those estimates.
−Removed: Derivative Financial Instruments
−Removed: 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.
−Removed: These derivative financial instruments are viewed as risk management tools and are not used for trading or speculative purposes.
−Removed: 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.
−Removed: COVID-19 Pandemic
−Removed: The coronavirus (“COVID-19”) pandemic had a significant adverse impact on the United States economy and the retail industry.
−Removed: 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
−Removed: of the retail stores, and continued solid growth of the e-commerce business.
−Removed: 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.
−Removed: 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, 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.
+Added: COVID-19, Supply Chain Disruptions and Inflationary Pressures
+Added: The coronavirus (“COVID-19”) continues to adversely impact the United States and global economies.
+Added: During 2021, our business operations were impacted by the delayed receipt of inventory attributable to temporary factory shutdowns, border closures, port congestion and shipping vessel and container availability.
+Added: While inventory receipts improved during the first quarter of 2022, supply chain disruptions continue to impact our business operations and financial results.
+Added: We experienced higher transportation costs throughout 2021 and continue to experience inflationary pressures for freight and other product costs.
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 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.
−Removed: As of October 31, 2020, approximately $ 7.0 million was recorded in other liabilities on the condensed consolidated balance sheet.
−Removed: Corporate Headquarters Campus
+Added: As of April 30, 2022, employer social security payroll taxes totaling $ 5.0 million, which are payable by December 31, 2022, are presented in other accrued expenses on the condensed consolidated balance sheet.
+Added: As of May 1, 2021, approximately $ 4.7 million of deferred employer social security payroll taxes was recorded in other accrued expenses and $ 4.7 million was recorded in other liabilities on the condensed consolidated balance sheet.
+Added: P roperty and Equipment, Held for Sale
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.
−Removed: The Company continues to evaluate offers and explore relocation and redevelopment options.
−Removed: The Company does not anticipate the Campus to qualify as a completed sale within the next twelve months.
−Removed: 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.
−Removed: In addition, the Company evaluated the Campus asset group for impairment indicators and determined that no indicators were present.
+Added: In January 2022, the Company classified a portion of the Campus as property and equipment, held for sale on the consolidated balance sheet as of January 29, 2022.
+Added: During the first quarter of 2022, the Company continued its negotiations and an agreement for the sale of the Campus was signed on April 27, 2022, subject to certain closing conditions.
+Added: The sale of the Campus is expected to close and qualify as a completed sale during the second quarter of 2022.
+Added: Accordingly, the Campus has been classified as property and equipment, held for sale on the condensed consolidated balance sheet as of April 30, 2022 and is reflected within the Eliminations and Other category.
+Added: The Company evaluated the Campus asset group for impairment indicators and determined that no indicators were present.
+Added: The Company intends to execute a lease agreement for a portion of a new office building to be built on a parcel of the headquarters campus, as well as a lease agreement for the existing headquarters building during the period of construction.
+Added: These lease agreements are expected to be finalized during the second quarter of 2022.
Note 2 Impact of New Accounting Pronouncements
−Removed: Impact of Recently Adopted Accounting Pronouncements
−Removed: 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 .
−Removed: 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.
−Removed: 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.
−Removed: In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes .
−Removed: 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.
−Removed: 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.
−Removed: Impact of Prospective Accounting Pronouncements
−Removed: In November 2020, the SEC issued SEC Release No.
−Removed: 33-10890, Management’s Discussion and Analysis, Selected Financial Data and Supplementary Financial Information .
−Removed: The rule amends existing requirements in Regulation S-K for disclosures related to management’s discussion and analysis and certain financial disclosure requirements.
−Removed: 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.
−Removed: The Company adopted the amendments associated with Items 301 and 302 of the rule during 2020.
−Removed: 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.
+Added: The Company has evaluated all recently issued, but not yet effective, accounting pronouncements and does not expect any of the pronouncements to have a material impact on the Company’s condensed consolidated financial statements or disclosures.
Note 3 Revenues
Disaggregation of Revenues
−Removed: The following table disaggregates revenue by segment and major source for the periods ended October 30, 2021 and October 31, 2020:
−Removed: Thirteen Weeks Ended October 30, 2021
−Removed: Eliminations and
−Removed: ($ thousands)
−Removed: Famous Footwear
−Removed: Brand Portfolio
−Removed: Retail stores
−Removed: Landed wholesale - e-commerce - drop ship (1)
−Removed: E-commerce - Company websites (1)
−Removed: Total direct-to-consumer sales
−Removed: First-cost wholesale - e-commerce (1)
−Removed: Landed wholesale - e-commerce (1)
−Removed: Landed wholesale - other
−Removed: First-cost wholesale
−Removed: Licensing and royalty
−Removed: Thirteen Weeks Ended October 31, 2020
−Removed: Eliminations and
−Removed: ($ thousands)
−Removed: Famous Footwear
−Removed: Brand Portfolio
−Removed: Retail stores
−Removed: Landed wholesale - e-commerce - drop ship (1)
−Removed: E-commerce - Company websites (1)
−Removed: Total direct-to-consumer sales
−Removed: First-cost wholesale - e-commerce (1)
−Removed: Landed wholesale - e-commerce (1)
−Removed: Landed wholesale - other
−Removed: First-cost wholesale
−Removed: Licensing and royalty
−Removed: Thirty-Nine Weeks Ended October 30, 2021
+Added: The following table disaggregates revenue by segment and major source for the periods ended April 30, 2022 and May 1, 2021:
+Added: Thirteen Weeks Ended April 30, 2022
Eliminations and
6 unchanged sentences
Total direct-to-consumer sales
−Removed: First-cost wholesale - e-commerce (1)
−Removed: Landed wholesale - e-commerce (1)
−Removed: Landed wholesale - other
+Added: Wholesale - e-commerce (1)
+Added: Landed wholesale
First-cost wholesale
Licensing and royalty
−Removed: Total net sales
−Removed: Thirty-Nine Weeks Ended October 31, 2020
+Added: Thirteen Weeks Ended May 1, 2021
Eliminations and
6 unchanged sentences
Total direct-to-consumer sales
−Removed: First-cost wholesale - e-commerce (1)
−Removed: Landed wholesale - e-commerce (1)
−Removed: Landed wholesale - other
+Added: Wholesale - e-commerce (1)
+Added: Landed wholesale
First-cost wholesale
1 unchanged sentence
(1) Collectively referred to as "e-commerce"
+Added: in the narrative below
(2) Includes breakage revenue from unredeemed gift cards
8 unchanged sentences
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.
+Added: 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").
+Added: The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer.
Landed wholesale
4 unchanged sentences
Revenue is recognized at the time the merchandise is delivered to the customer’s designated freight forwarder and control is transferred to the customer.
−Removed: 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").
−Removed: 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
12 unchanged sentences
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
January 29, 2022
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 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.
−Removed: 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.
−Removed: 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:
−Removed: Thirty-Nine Weeks Ended
+Added: In addition, during the thirteen weeks ended April 30, 2022, the loyalty programs liability increased $ 7.6 million due to points and material rights earned on purchases and decreased $ 8.2 million due to expirations and redemptions.
+Added: During the thirteen weeks ended May 1, 2021, the loyalty programs liability increased $ 9.3 million due to points and material rights earned on purchases and decreased $ 7.1 million due to expirations and redemptions.
+Added: The following table summarizes the activity in the Company’s allowance for expected credit losses during the thirteen weeks ended April 30, 2022 and May 1, 2021:
+Added: Thirteen Weeks Ended
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
Balance, beginning of period
−Removed: Adjustment upon adoption of ASU 2016-13
Provision/adjustment for expected credit losses
1 unchanged sentence
Balance, end of period
−Removed: (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.
−Removed: Note 4 Earnings (Loss) Per Share
−Removed: The Company uses the two-class method to compute basic and diluted earnings (loss) per common share attributable to Caleres, Inc.
+Added: Note 4 Earnings Per Share
+Added: The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc.
shareholders.
In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company.
−Removed: 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 October 30, 2021 and October 31, 2020:
+Added: The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc.
+Added: shareholders for the periods ended April 30, 2022 and May 1, 2021:
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands, except per share amounts)
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: Net earnings (loss)
−Removed: Net earnings attributable to noncontrolling interests
−Removed: Net earnings (loss) attributable to Caleres, Inc.
+Added: April 30, 2022
+Added: Net loss (earnings) attributable to noncontrolling interests
+Added: Net earnings attributable to Caleres, Inc.
Net earnings allocated to participating securities
−Removed: Net earnings (loss) attributable to Caleres, Inc.
+Added: Net earnings attributable to Caleres, Inc.
after allocation of earnings to participating securities
−Removed: Denominator for basic earnings (loss) per common share attributable to Caleres, Inc.
+Added: Denominator for basic earnings per common share attributable to Caleres, Inc.
Dilutive effect of share-based awards
−Removed: Denominator for diluted earnings (loss) per common share attributable to Caleres, Inc.
−Removed: Basic earnings (loss) per common share attributable to Caleres, Inc.
−Removed: 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 thirty-nine weeks ended October 30, 2021 were not included in the denominator for diluted earnings (loss) per common share attributable to Caleres, Inc.
+Added: Denominator for diluted earnings per common share attributable to Caleres, Inc.
+Added: Basic earnings per common share attributable to Caleres, Inc.
+Added: Diluted earnings per common share attributable to Caleres, Inc.
+Added: Options to purchase 16,667 shares of common stock for both the thirteen weeks ended April 30, 2022 and May 1, 2021 were not included in the denominator for diluted earnings 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 thirty-nine weeks ended October 31, 2020.
−Removed: 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.
−Removed: 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.
+Added: During the thirteen weeks ended April 30, 2022, the Company repurchased 701,324 shares under the 2019 publicly announced share repurchase program, which permits repurchases of up to 5.0 million shares.
+Added: The Company did no t repurchase any shares under share repurchase programs during the thirteen weeks ended May 1, 2021.
Refer to further discussion in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds .
+Added: Subsequent to quarter-end, the Company has repurchased approximately 905,000 shares at an aggregate price of $ 22.0 million, bringing our fiscal year-to-date total to approximately 1,606,000 shares at an aggregate price of $ 36.7 million.
Note 5 Restructuring and Other Special Charges
+Added: Brand Portfolio – Business Exits
+Added: During the thirteen weeks ended May 1, 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: 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.
+Added: These charges are presented in restructuring and special charges on the condensed consolidated statement of earnings within the Brand Portfolio segment for the thirteen weeks ended May 1, 2021.
+Added: There were no corresponding charges during the thirteen weeks ended April 30, 2022.
+Added: As of April 30, 2022 and May 1, 2021, reserves of $ 0.1 million and $ 5.2 million, respectively, were included on the condensed consolidated balance sheets.
Blowfish Mandatory Purchase Obligation
1 unchanged sentence
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.
−Removed: Approximately $ 9.0 million was initially assigned to the mandatory purchase obligation and remeasurement adjustments were recorded as interest expense.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of October 30, 2021, the mandatory purchase obligation was valued at $ 54.6 million.
−Removed: The mandatory purchase obligation was paid subsequent to the third quarter of 2021, on November 4, 2021.
+Added: Approximately $ 9.0 million was initially assigned to the mandatory purchase obligation and fair value adjustments were recorded as interest expense.
+Added: The fair value adjustments on the mandatory purchase obligation totaled $ 6.4 million ($ 4.7 million on an after-tax basis, or $ 0.13 per diluted share) for the thirteen weeks ended May 1, 2021.
+Added: There were no corresponding charges during the thirteen weeks ended April 30, 2022.
+Added: The mandatory purchase obligation was settled for $ 54.6 million 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 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.
−Removed: 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 thirty-nine weeks ended October 30, 2021.
−Removed: As of October 30, 2021, reserves of $ 2.5 million were included on the condensed consolidated balance sheets.
−Removed: 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.
−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 thirty-nine weeks ended October 31, 2020.
−Removed: COVID-19-Related Expenses
−Removed: 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).
−Removed: 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.
−Removed: 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).
−Removed: 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.
−Removed: 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 thirty-nine weeks ended October 30, 2021.
−Removed: 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 October 30, 2021 and October 31, 2020:
+Added: Following is a summary of certain key financial measures for the Company’s business segments for the periods ended April 30, 2022 and May 1, 2021:
($ thousands)
−Removed: Thirteen Weeks Ended October 30, 2021
+Added: Thirteen Weeks Ended April 30, 2022
Intersegment sales (1)
1 unchanged sentence
Segment assets
−Removed: Thirteen Weeks Ended October 31, 2020
+Added: Thirteen Weeks Ended May 1, 2021
Intersegment sales (1)
1 unchanged sentence
Segment assets
−Removed: Thirty-Nine Weeks Ended October 30, 2021
−Removed: Intersegment sales (1)
−Removed: Operating earnings (loss)
−Removed: Thirty-Nine Weeks Ended October 31, 2020
−Removed: Intersegment sales (1)
−Removed: Operating loss
(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.
−Removed: Following is a reconciliation of operating earnings (loss) to earnings (loss) before income taxes:
+Added: Following is a reconciliation of operating earnings to earnings before income taxes:
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: Operating earnings (loss)
+Added: April 30, 2022
+Added: Operating earnings
Interest expense, net
−Removed: Loss on early extinguishment of debt
Other income, net
−Removed: Earnings (loss) before income taxes
+Added: Earnings before income taxes
Note 7 Inventories
1 unchanged sentence
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
January 29, 2022
6 unchanged sentences
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
January 29, 2022
8 unchanged sentences
Goodwill and intangible assets, net
−Removed: (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.
−Removed: The Company’s intangible assets as of October 30, 2021, October 31, 2020 and January 30, 2021 were as follows:
+Added: (1) The carrying amount of goodwill as of April 30, 2022, May 1, 2021 and January 29, 2022 is presented net of accumulated impairment charges of $ 415.7 million.
+Added: The Company’s intangible assets as of April 30, 2022, May 1, 2021 and January 29, 2022 were as follows:
($ thousands)
−Removed: October 30, 2021
+Added: April 30, 2022
Estimated Useful Lives
−Removed: Cost Basis (2)
Net Carrying Value
Customer relationships
−Removed: October 31, 2020
Estimated Useful Lives
−Removed: Cost Basis (2)
Net Carrying Value
2 unchanged sentences
Estimated Useful Lives
−Removed: Cost Basis (2)
Net Carrying Value
Customer relationships
−Removed: (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 October 30, 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 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.
−Removed: 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.
+Added: Amortization expense related to intangible assets was $ 3.0 million and $ 3.1 million for the thirteen weeks ended April 30, 2022 and May 1, 2021, respectively.
+Added: The Company estimates that amortization expense related to intangible assets will be approximately $ 12.1 million in 2022, $ 11.9 million in 2023 and $ 11.0 million in each of the fiscal years 2024, 2025 and 2026 .
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 the pandemic on the Company’s business operations, the Company determined that an interim assessment of goodwill was required.
−Removed: A quantitative assessment was performed for all reporting units as of May 2, 2020.
−Removed: 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 thirty-nine weeks ended October 30, 2021 or the thirteen weeks ended October 31, 2020.
+Added: The Company recorded no goodwill impairment charges during the thirteen weeks ended April 30, 2022 or May 1, 2021.
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.
−Removed: As a result of the triggering event from the economic impacts of COVID-19, an interim assessment was performed as of May 2, 2020.
−Removed: 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.
−Removed: The carrying value of the Via Spiga trade name of $ 0.5 million is being amortized over approximately two years .
−Removed: In addition to the interim assessment, the Company tested the indefinite-lived intangible assets as of the first day of the fourth fiscal quarter.
−Removed: As a result of the impairment indicator for Allen Edmonds, the Company also tested the definite-lived Allen Edmonds customer relationships intangible asset.
−Removed: 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 thirty-nine weeks ended October 30, 2021 or the thirteen weeks ended October 31, 2020.
+Added: The Company recorded no impairment charges for indefinite-lived intangible assets during the thirteen weeks ended April 30, 2022 or May 1, 2021.
Note 9 Leases
7 unchanged sentences
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.
−Removed: 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.
+Added: 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
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 $ 1.1 million and $ 0.4 million during the thirteen weeks ended October 30, 2021 and October 31, 2020, respectively.
−Removed: 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.
−Removed: The impairment charges recorded in the thirteen and thirty-nine weeks ended October 30, 2021 are related to underperforming retail stores.
−Removed: 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.
−Removed: Refer to Note 5 and Note 14 to the condensed consolidated financial statements for further discussion on these impairment charges.
+Added: The Company recorded asset impairment charges of $ 1.8 million and $ 1.9 million during the thirteen weeks ended April 30, 2022 and May 1, 2021, respectively.
+Added: The impairment charges are primarily related to software and underperforming retail stores.
+Added: Refer to 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 pandemic, certain leases were amended to provide rent abatements and/or deferral of lease payments.
2 unchanged sentences
The Company made a policy election to account for rent abatements as variable rent.
−Removed: 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).
−Removed: During the thirteen and thirty-nine weeks ended October 31, 2020, the Company recorded $ 1.7 million and $ 3.7 million in lease concessions.
+Added: Accordingly, during the thirteen weeks ended May 1, 2021, the Company recorded $ 1.3 million in lease concessions as a reduction of rent expense within selling and administrative expenses in the condensed consolidated statements of earnings.
Rent concessions for leases that were extended were recognized as a lease modification.
−Removed: 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.
−Removed: As of October 30, 2021, the Company has entered into lease commitments for two retail locations for which the leases have not yet commenced.
−Removed: The Company anticipates that both leases will begin in the next fiscal year.
−Removed: 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 thirty-nine weeks ended October 30, 2021 and October 31, 2020 were as follows:
+Added: During the thirteen weeks ended April 30, 2022, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 37.0 million on the condensed consolidated balance sheets.
+Added: As of April 30, 2022, the Company has entered into lease commitments for four retail locations for which the leases have not yet commenced.
+Added: The Company anticipates that two leases will begin in the current fiscal year and two leases will begin in the next fiscal year.
+Added: Upon commencement, right-of-use assets and lease liabilities of approximately $ 2.0 million will be recorded in the current fiscal year and $ 2.0 million will be recorded in the next fiscal year on the condensed consolidated balance sheets.
+Added: In addition, as further discussed in Note 1 to the condensed consolidated financial statements, the Company intends to execute a lease agreement during the second quarter of 2022 for a portion of a new office building to be built on a parcel of the headquarters campus, as well as a lease agreement for the existing headquarters building during the period of construction.
+Added: The components of lease expense for the thirteen weeks ended April 30, 2022 and May 1, 2021 were as follows:
Thirteen Weeks Ended
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: Operating lease expense
−Removed: Variable lease expense
−Removed: Short-term lease expense
−Removed: Sublease income
−Removed: Total lease expense
−Removed: Thirty-Nine Weeks Ended
−Removed: ($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
Operating lease expense
4 unchanged sentences
Supplemental cash flow information related to leases is as follows:
−Removed: Thirty-Nine Weeks Ended
+Added: Thirteen Weeks Ended
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
Cash paid for lease liabilities (1)
Cash received from sublease income
−Removed: (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.
−Removed: 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.
−Removed: Note 10 Long-term and Short-term Financing Arrangements
+Added: (1) Cash paid for lease liabilities for the thirteen weeks ended May 1, 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: Note 10 Financing Arrangements
Credit Agreement
1 unchanged sentence
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.
+Added: On April 8, 2022, Blowfish, LLC was joined to the Credit Agreement as a co-borrower and guarantor.
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.
10 unchanged sentences
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 October 30, 2021.
−Removed: 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.
−Removed: Total additional borrowing availability was $ 312.5 million at October 30, 2021.
+Added: The Company was in compliance with all covenants and restrictions under the Credit Agreement as of April 30, 2022.
+Added: At April 30, 2022, the Company had $ 305.0 million of borrowings outstanding and $ 10.8 million in letters of credit outstanding under the Credit Agreement.
+Added: Total additional borrowing availability was $ 184.2 million at April 30, 2022.
On July 27, 2015, the Company issued $ 200.0 million aggregate principal amount of senior notes due on August 15, 2023 (the "Senior Notes").
−Removed: The Senior Notes bear interest at 6.25 %, which is payable on February 15 and August 15 of each year.
−Removed: 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: 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 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 October 30, 2021, the Company was in compliance with all covenants and restrictions relating to the Senior Notes.
+Added: The Senior Notes bore interest at 6.25 %, which was payable on February 15 and August 15 of each year.
+Added: The Senior Notes were guaranteed on a senior unsecured basis by each of the Company’s subsidiaries that is a borrower or guarantor under the Credit Agreement.
On August 16, 2021, the Company redeemed $ 100.0 million of Senior Notes at 100.0 %.
−Removed: 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.
−Removed: Accordingly, the Company classified $ 100.0 million aggregate principal amount of its Senior Notes as a current liability.
−Removed: 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.
+Added: In addition, on January 3, 2022, the remaining $ 100.0 million of Senior Notes were redeemed at 100.0 %, extinguishing the Company’s long-term debt.
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 October 30, 2021 and October 31, 2020:
+Added: The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended April 30, 2022 and May 1, 2021:
Postretirement
2 unchanged sentences
(Loss) Income
−Removed: Balance at July 31, 2021
+Added: Balance at January 29, 2022
Other comprehensive loss before reclassifications
3 unchanged sentences
Other comprehensive (loss) income
−Removed: Balance at October 30, 2021
−Removed: Balance at August 1, 2020
−Removed: Other comprehensive income before reclassifications
−Removed: Reclassifications:
−Removed: Amounts reclassified from accumulated other comprehensive loss
−Removed: Tax provision (3)
−Removed: Net reclassifications
−Removed: Other comprehensive income (loss)
−Removed: Balance at October 31, 2020
+Added: Balance at April 30, 2022
Balance at January 30, 2021
4 unchanged sentences
Other comprehensive (loss) income
−Removed: Balance at October 30, 2021
−Removed: Balance at February 1, 2020
−Removed: Other comprehensive (loss) income before reclassifications
−Removed: Reclassifications:
−Removed: Amounts reclassified from accumulated other comprehensive loss
−Removed: Tax benefit (3)
−Removed: Net reclassifications
−Removed: Other comprehensive (loss) income
−Removed: Balance at October 31, 2020
+Added: Balance at May 1, 2021
(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.
−Removed: (2) Amounts reclassified are included in net sales, costs of goods sold and selling and administrative expenses.
−Removed: Refer to Note 1 to the condensed consolidated financial statements for additional information related to derivative financial instruments .
−Removed: (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.
Note 12 Share-Based Compensation
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company recognized share-based compensation expense of $ 3.8 million and $ 2.4 million during the thirteen weeks ended April 30, 2022 and May 1, 2021, respectively.
+Added: The Company had net issuances of 512,508 and 327,268 shares of common stock during the thirteen weeks ended April 30, 2022 and May 1, 2021, 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.
Restricted Stock
−Removed: The following table summarizes restricted stock activity for the periods ended October 30, 2021 and October 31, 2020:
+Added: The following table summarizes restricted stock activity for the periods ended April 30, 2022 and May 1, 2021:
Thirteen Weeks Ended
Thirteen Weeks Ended
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: of Restricted
−Removed: of Restricted
−Removed: July 31, 2021
−Removed: August 1, 2020
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: Thirty-Nine Weeks Ended
−Removed: Thirty-Nine Weeks Ended
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
of Restricted
1 unchanged sentence
January 29, 2022
−Removed: February 1, 2020
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: There were no restricted shares granted during the thirteen weeks ended October 30, 2021.
−Removed: 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 .
−Removed: 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 .
−Removed: 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 .
+Added: January 30, 2021
+Added: April 30, 2022
+Added: The Company granted 671,200 restricted shares during the thirteen weeks ended April 30, 2022, which have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .
+Added: Of the 562,506 restricted shares granted during the thirteen weeks ended May 1, 2021, 542,506 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years and 20,000 shares have a cliff-vesting term of two years .
Share-based compensation expense for graded-vesting grants is recognized ratably over the respective vesting periods.
−Removed: Performance Share Awards
−Removed: There were no performance-based share awards granted by the Company during the thirteen weeks ended October 30, 2021.
−Removed: 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.
−Removed: 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 .
+Added: Performance Awards
+Added: During the thirteen weeks ended April 30, 2022, the Company granted performance share awards for a targeted 87,750 shares, with a weighted-average grant date fair value of $ 20.99 in connection with the 2020 performance award.
+Added: During the thirteen weeks ended May 1, 2021, the Company granted performance share awards for a targeted 175,500 shares, with a weighted-average grant date fair value of $ 18.63 .
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
−Removed: 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 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 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.
+Added: During the thirteen weeks ended April 30, 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $ 8.3 million and a maximum value of $ 16.6 million.
+Added: During the thirteen weeks ended May 1, 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.
−Removed: 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 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.
+Added: The estimated values of the awards, which are reflected within other liabilities on the condensed consolidated balance sheets, are being expensed ratably over the three-year performance period.
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.
−Removed: The RSUs earn dividend equivalents at the same rate as dividends on the Company’s common stock.
+Added: The RSUs are subject to a vesting requirement (usually one year) and 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.
2 unchanged sentences
Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted.
−Removed: 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.
−Removed: 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.
+Added: Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s condensed consolidated statements of earnings.
+Added: The Company granted 1,907 and 1,712 for dividend equivalents during the thirteen weeks ended April 30, 2022 and May 1, 2021, respectively, with weighted-average grant date fair values of $ 20.64 and $ 20.91 , respectively.
Note 13 Retirement and Other Benefit Plans
−Removed: The following table sets forth the components of net periodic benefit income for the Company, including domestic and Canadian plans:
+Added: The following table sets forth the components of net periodic benefit income for the Company, including the domestic and Canadian plans:
Pension Benefits
3 unchanged sentences
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: Interest cost
−Removed: Expected return on assets
−Removed: Amortization of:
−Removed: Actuarial loss (gain)
−Removed: Prior service income
−Removed: Total net periodic benefit income
−Removed: Pension Benefits
−Removed: Other Postretirement Benefits
−Removed: Thirty-Nine Weeks Ended
−Removed: Thirty-Nine Weeks Ended
−Removed: ($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
+Added: April 30, 2022
Interest cost
3 unchanged sentences
Prior service income
−Removed: Settlement cost
−Removed: Curtailment gain
Total net periodic benefit income
−Removed: The non-service cost components of net periodic benefit income are included in other income, net in the condensed consolidated statements of earnings (loss).
+Added: The non-service cost components of net periodic benefit income are included in other income, net in the condensed consolidated statements of earnings.
Service cost is included in selling and administrative expenses.
12 unchanged sentences
Money Market Funds
−Removed: The Company has cash equivalents consisting of short-term money market funds backed by U.S.
−Removed: Treasury securities.
−Removed: 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.
+Added: The Company periodically invests in cash equivalents consisting of short-term money market funds backed by U.S.
+Added: Treasury securities to preserve the Company’s capital for the purpose of funding operations.
+Added: 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).
3 unchanged sentences
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.
−Removed: The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan.
+Added: The deferrals are held
+Added: 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.
8 unchanged sentences
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.
−Removed: 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).
+Added: Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s condensed consolidated statements of earnings.
The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1).
8 unchanged sentences
Fair value adjustments on the mandatory purchase obligation were recorded as interest expense.
−Removed: 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.
−Removed: 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.
−Removed: The mandatory purchase obligation of $ 54.6 million was paid on November 4, 2021.
+Added: During the thirteen weeks ended May 1, 2021, the Company recorded fair value adjustments of $ 6.4 million.
+Added: The mandatory purchase obligation of $ 54.6 million was paid on November 4, 2021 and therefore, there were no corresponding fair value adjustments during the thirteen weeks ended April 30, 2022.
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 October 30, 2021, October 31, 2020 and January 30, 2021.
−Removed: During the thirty-nine weeks ended October 30, 2021 and October 31, 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 April 30, 2022, May 1, 2021 and January 29, 2022.
+Added: During the thirteen weeks ended April 30, 2022 and May 1, 2021, there were no transfers into or out of Level 3.
Fair Value Measurements
1 unchanged sentence
Asset (Liability)
−Removed: October 30, 2021:
−Removed: Cash equivalents – money market funds
+Added: April 30, 2022:
Non-qualified deferred compensation plan assets
2 unchanged sentences
Restricted stock units for non-employee directors
−Removed: Mandatory purchase obligation - Blowfish Malibu
−Removed: October 31, 2020:
Cash equivalents – money market funds
5 unchanged sentences
January 29, 2022:
−Removed: Cash equivalents – money market funds
Non-qualified deferred compensation plan assets
2 unchanged sentences
Restricted stock units for non-employee directors
−Removed: Mandatory purchase obligation - Blowfish Malibu
Impairment Charges
3 unchanged sentences
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 $ 542.3 million and
−Removed: $ 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.
−Removed: 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 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.
+Added: Long-lived assets held and used with a carrying amount of $ 503.6 million and $ 571.5 million at April 30, 2022 and May 1, 2021, respectively, were assessed for indicators of impairment.
+Added: This assessment resulted in the following impairment charges, primarily for software and operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores.
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands)
−Removed: October 30, 2021
−Removed: October 31, 2020
−Removed: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
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: October 30, 2021
−Removed: October 31, 2020
+Added: April 30, 2022
January 29, 2022
1 unchanged sentence
Borrowings under revolving credit agreement
−Removed: Current portion of long-term debt
Long-term debt
(1) Excludes unamortized debt issuance costs and debt discount
−Removed: 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).
−Removed: 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).
+Added: The fair value of the borrowings under revolving credit agreement approximates its carrying value due to its short-term nature (Level 1).
+Added: The fair value of the Company’s long-term debt was based upon quoted prices in an inactive market as of May 1, 2021 (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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company periodically evaluates its foreign
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company’s consolidated effective tax rates were 25.7 % and 35.5 % for the thirteen weeks ended April 30, 2022 and May 1, 2021, respectively.
+Added: The higher effective tax rate for the first quarter of 2021 primarily reflects the non-deductibility of losses at the Company’s Canadian division, which were driven by exit-related costs associated with Naturalizer retail stores.
+Added: This impact was partially offset by discrete tax benefits totaling $ 1.2 million in the first quarter of 2021.
+Added: As of April 30, 2022, 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 international investment opportunities and plans, as well as its international working capital needs, to determine the level of investment required and, accordingly, determines the level of international earnings that is considered indefinitely reinvested.
+Added: Based upon that evaluation, earnings of the Company’s international subsidiaries that are not otherwise subject to United States taxation are considered to be indefinitely reinvested, and accordingly, deferred taxes have not been provided.
+Added: 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 international earnings.
Note 16 Commitments and Contingencies
9 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: 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.
1 unchanged sentence
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.
−Removed: In 2019, a final response was received from the oversight authorities, which is allowing the Company to proceed with implementation of the revised plan.
−Removed: 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 October 30, 2021 were $ 32.3 million.
+Added: In 2019, a final response was received from the oversight authorities, which is allowing the Company to proceed with implementation of the revised plan on a portion of the treatment system.
+Added: The Company continues to pursue approval from the oversight authorities for the full conversion of the perimeter pump and treat active remediation system to a passive one.
+Added: The Company also continues to work with the oversight authorities on the off-site work plan.
+Added: The cumulative expenditures for both on-site and off-site remediation through April 30, 2022 were $ 32.6 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 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.
+Added: The reserve for the anticipated future remediation activities at April 30, 2022 is $ 9.8 million, of which $ 8.8 million is recorded within other liabilities and $ 1.0 million is recorded within other accrued expenses.
Of the total $ 9.8 million reserve, $ 5.0 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 $ 13.7 million as of October 30, 2021.
+Added: On an undiscounted basis, the on-site remediation liability would be $ 13.4 million as of April 30, 2022.
The Company expects to spend approximately $ 0.6 million in 2022, $ 0.1 million in each of the following four years and $ 12.4 million in the aggregate thereafter related to the on-site remediation.
6 unchanged sentences
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.
−Removed: Legal costs associated with litigation are generally expensed as incurred.
+Added: Legal costs associated with litigation are expensed as incurred.
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.