CALERES INC 10-Q

ITEM 1 FINANCIAL STATEMENTS CALERES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ ​ ($ thousands) April 30, 2022 May 1, 2021 January 29, 2022 Assets ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 33,717 ​ $ 98,244 ​ $ 30,115 Receivables, net ​ 181,551 ​ 132,698 ​ 122,236 Inventories, net ​ 643,527 ​ 445,299 ​ 596,807 Income taxes ​ 11,815 ​ 35,850 ​ 33,073 Property and equipment, held for sale ​ ​ 16,777 ​ ​ — ​ ​ 5,455 Prepaid expenses and other current assets ​ 46,254 ​ 45,027 ​ 48,790 Total current assets ​ 933,641 ​ 757,118 ​ 836,476 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid pension costs ​ 101,609 ​ 91,397 ​ 99,139 Lease right-of-use assets ​ 503,393 ​ 526,011 ​ 503,430 Property and equipment, net ​ 137,600 ​ 165,118 ​ 150,238 Goodwill and intangible assets, net ​ 224,475 ​ 236,924 ​ 227,503 Other assets ​ 27,580 ​ 26,255 ​ 27,140 Total assets ​ $ 1,928,298 ​ $ 1,802,823 ​ $ 1,843,926 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Equity ​ ​ ​ Current liabilities: ​ ​ ​ Borrowings under revolving credit agreement ​ $ 305,000 ​ $ 200,000 ​ $ 290,000 Mandatory purchase obligation - Blowfish Malibu ​ ​ — ​ ​ 45,523 ​ ​ — Trade accounts payable ​ 386,821 ​ 293,309 ​ 331,470 Income taxes ​ 39,418 ​ 11,359 ​ 22,622 Lease obligations ​ 118,692 ​ 133,327 ​ 128,495 Other accrued expenses ​ 219,956 ​ 182,419 ​ 253,026 Total current liabilities ​ 1,069,887 ​ 865,937 ​ 1,025,613 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other liabilities: ​ ​ ​ Noncurrent lease obligations ​ 452,742 ​ 490,355 ​ 452,909 Long-term debt ​ — ​ 198,966 ​ — Income taxes ​ 7,786 ​ 2,464 ​ 2,464 Deferred income taxes ​ 14,811 ​ 10,256 ​ 14,731 Other liabilities ​ 25,044 ​ 28,189 ​ 24,822 Total other liabilities ​ 500,383 ​ 730,230 ​ 494,926 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ Common stock ​ 374 ​ 383 ​ 376 Additional paid-in capital ​ 169,025 ​ 159,381 ​ 168,830 Accumulated other comprehensive loss ​ ( 8,328 ) ​ ( 8,936 ) ​ ( 8,606 ) Retained earnings ​ 191,165 ​ 52,041 ​ 157,970 Total Caleres, Inc. shareholders’ equity ​ 352,236 ​ 202,869 ​ 318,570 Noncontrolling interests ​ 5,792 ​ 3,787 ​ 4,817 Total equity ​ 358,028 ​ 206,656 ​ 323,387 Total liabilities and equity ​ $ 1,928,298 ​ $ 1,802,823 ​ $ 1,843,926 ​ See notes to condensed consolidated financial statements. ​ ​ 3 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands, except per share amounts) ​ April 30, 2022 May 1, 2021 Net sales ​ $ 735,116 ​ $ 638,636 Cost of goods sold ​ 408,122 ​ 363,749 Gross profit ​ 326,994 ​ 274,887 Selling and administrative expenses ​ 260,799 ​ 243,535 Restructuring and other special charges, net ​ — ​ 13,482 Operating earnings ​ 66,195 ​ 17,870 Interest expense, net ​ ( 2,299 ) ​ ( 11,792 ) Other income, net ​ 3,422 ​ 3,828 Earnings before income taxes ​ 67,318 ​ 9,906 Income tax provision ​ ( 17,333 ) ​ ( 3,521 ) Net earnings ​ 49,985 ​ 6,385 Net (loss) earnings attributable to noncontrolling interests ​ ( 524 ) ​ 238 Net earnings attributable to Caleres, Inc. ​ $ 50,509 ​ $ 6,147 ​ ​ ​ ​ ​ ​ ​ Basic earnings per common share attributable to Caleres, Inc. shareholders ​ $ 1.34 ​ $ 0.16 ​ ​ ​ ​ ​ ​ ​ Diluted earnings per common share attributable to Caleres, Inc. shareholders ​ $ 1.32 ​ $ 0.16 ​ See notes to condensed consolidated financial statements. ​ ​ 4 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands) ​ April 30, 2022 May 1, 2021 Net earnings ​ $ 49,985 ​ $ 6,385 Other comprehensive income (loss) ("OCI"), net of tax: ​ ​ ​ Foreign currency translation adjustment ​ ( 163 ) ​ ( 224 ) Pension and other postretirement benefits adjustments ​ 440 ​ 366 Other comprehensive income, net of tax ​ 277 ​ 142 Comprehensive income ​ 50,262 ​ 6,527 Comprehensive (loss) income attributable to noncontrolling interests ​ ( 525 ) ​ 180 Comprehensive income attributable to Caleres, Inc. ​ $ 50,787 ​ $ 6,347 ​ See notes to condensed consolidated financial statements. ​ ​ 5 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ Thirteen Weeks Ended ($ thousands) April 30, 2022 May 1, 2021 Operating Activities ​ ​ Net earnings ​ $ 49,985 ​ $ 6,385 Adjustments to reconcile net earnings to net cash provided by operating activities: ​ ​ ​ Depreciation ​ 8,064 ​ 8,945 Amortization of capitalized software ​ 1,265 ​ 1,518 Amortization of intangible assets ​ 3,028 ​ 3,147 Amortization of debt issuance costs and debt discount ​ 102 ​ 343 Fair value adjustments to Blowfish mandatory purchase obligation ​ ​ — ​ ​ 6,389 Share-based compensation expense ​ 3,799 ​ 2,439 Loss on disposal of property and equipment ​ 933 ​ 811 Impairment charges for property, equipment, and lease right-of-use assets ​ 1,777 ​ 1,888 Provision/adjustment for expected credit losses ​ ​ ( 617 ) ​ ​ ( 152 ) Deferred income taxes ​ 80 ​ 2,012 Changes in operating assets and liabilities: ​ ​ ​ Receivables ​ ( 58,698 ) ​ ( 5,553 ) Inventories ​ ( 46,775 ) ​ 43,062 Prepaid expenses and other current and noncurrent assets ​ 1,044 ​ ( 10 ) Trade accounts payable ​ 55,372 ​ 12,665 Accrued expenses and other liabilities ​ ( 43,126 ) ​ ( 14,730 ) Income taxes, net ​ 43,376 ​ 1,791 Other, net ​ 77 ​ ( 572 ) Net cash provided by operating activities ​ 19,686 ​ 70,378 ​ ​ ​ ​ ​ ​ ​ Investing Activities ​ ​ Purchases of property and equipment ​ ( 9,305 ) ​ ( 2,659 ) Capitalized software ​ ( 2,345 ) ​ ( 1,218 ) Net cash used for investing activities ​ ( 11,650 ) ​ ( 3,877 ) ​ ​ ​ ​ ​ ​ ​ Financing Activities ​ ​ Borrowings under revolving credit agreement ​ 205,000 ​ 110,500 Repayments under revolving credit agreement ​ ( 190,000 ) ​ ( 160,500 ) Dividends paid ​ ( 2,648 ) ​ ( 2,663 ) Acquisition of treasury stock ​ ( 14,673 ) ​ — Issuance of common stock under share-based plans, net ​ ( 3,599 ) ​ ( 3,501 ) Contributions by noncontrolling interests ​ 1,500 ​ — Other ​ — ​ ( 450 ) Net cash used for financing activities ​ ( 4,420 ) ​ ( 56,614 ) Effect of exchange rate changes on cash and cash equivalents ​ ( 14 ) ​ 62 Increase in cash and cash equivalents ​ 3,602 ​ 9,949 Cash and cash equivalents at beginning of period ​ 30,115 ​ 88,295 Cash and cash equivalents at end of period ​ $ 33,717 ​ $ 98,244 ​ See notes to condensed consolidated financial statements. ​ ​ 6 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Total Caleres, Inc. ​ Non- ​ ​ ​ (Unaudited) ​ Common Stock ​ Additional ​ Comprehensive ​ Retained ​ Shareholders’ ​ controlling ​ ​ ​ ($ thousands, except number of shares and per share amounts) Shares Dollars Paid-In Capital Loss Earnings Equity Interests Total Equity BALANCE AS OF JANUARY 29, 2022 37,635,145 ​ $ 376 ​ $ 168,830 ​ $ ( 8,606 ) ​ $ 157,970 ​ $ 318,570 ​ $ 4,817 ​ $ 323,387 Net earnings (loss) ​ ​ ​ ​ 50,509 ​ 50,509 ​ ( 524 ) ​ 49,985 Foreign currency translation adjustment ​ ​ ​ ( 162 ) ​ ​ ( 162 ) ​ ( 1 ) ​ ( 163 ) Pension and other postretirement benefits adjustments, net of tax of $ 141 ​ ​ ​ 440 ​ ​ 440 ​ — ​ 440 Comprehensive income (loss) ​ ​ ​ 278 ​ 50,509 ​ 50,787 ​ ( 525 ) ​ 50,262 Contributions by noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 1,500 ​ ​ 1,500 Dividends ($ 0.07 per share) ​ ​ ​ ​ ( 2,648 ) ​ ( 2,648 ) ​ ​ ( 2,648 ) Acquisition of treasury stock ( 701,324 ) ​ ( 7 ) ​ ​ ​ ( 14,666 ) ​ ( 14,673 ) ​ ​ ( 14,673 ) Issuance of common stock under share-based plans, net 512,508 ​ 5 ​ ( 3,604 ) ​ ​ ​ ( 3,599 ) ​ ​ ( 3,599 ) Share-based compensation expense ​ ​ 3,799 ​ ​ ​ 3,799 ​ ​ 3,799 BALANCE APRIL 30, 2022 37,446,329 ​ $ 374 ​ $ 169,025 ​ $ ( 8,328 ) ​ $ 191,165 ​ $ 352,236 ​ $ 5,792 ​ $ 358,028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BALANCE JANUARY 30, 2021 37,966,204 ​ $ 380 ​ $ 160,446 ​ $ ( 9,136 ) ​ $ 48,557 ​ $ 200,247 ​ $ 3,607 ​ $ 203,854 Net earnings ​ ​ ​ ​ 6,147 ​ 6,147 ​ 238 ​ 6,385 Foreign currency translation adjustment ​ ​ ​ ( 166 ) ​ ​ ( 166 ) ​ ( 58 ) ​ ( 224 ) Pension and other postretirement benefits adjustments, net of tax of $ 97 ​ ​ ​ 366 ​ ​ 366 ​ ​ 366 Comprehensive income ​ ​ ​ 200 ​ 6,147 ​ 6,347 ​ 180 ​ 6,527 Dividends ($ 0.07 per share) ​ ​ ​ ​ ( 2,663 ) ​ ( 2,663 ) ​ ​ ( 2,663 ) Issuance of common stock under share-based plans, net 327,268 ​ 3 ​ ( 3,504 ) ​ ​ ​ ( 3,501 ) ​ ​ ( 3,501 ) Share-based compensation expense ​ ​ 2,439 ​ ​ ​ 2,439 ​ ​ 2,439 BALANCE MAY 1, 2021 38,293,472 ​ $ 383 ​ $ 159,381 ​ $ ( 8,936 ) ​ $ 52,041 ​ $ 202,869 ​ $ 3,787 ​ $ 206,656 ​ ​ ​ ​ ​ ​ ​ ​ See notes to condensed consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7 Table of Contents CALERES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 Basis of Presentation and General Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations, comprehensive income and cash flows of Caleres, Inc. ("the Company"). These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company’s consolidated financial position, results of operations, comprehensive income and cash flows in conformity with accounting principles generally accepted in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions. ​ The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales. 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. Certain prior period amounts in the notes to the condensed consolidated financial statements have been reclassified to conform to the current period presentation. 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 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”). 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. Net sales and operating losses were $ 2.9 million and $ 0.9 million, respectively, for the thirteen weeks ended April 30, 2022. 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. banner International Holdings Limited (“CBI”) to market Naturalizer footwear in China. The Company was a 51 % owner of the joint venture (“B&H Footwear”), with CBI owning the other 49 %. The license enabling the joint venture to market the footwear expired in August 2017 and the parties are in the process of dissolving their joint venture agreements. The Company consolidates CLT and B&H Footwear into its condensed consolidated financial statements. 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 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. ​ COVID-19, Supply Chain Disruptions and Inflationary Pressures The coronavirus (“COVID-19”) continues to adversely impact the United States and global economies. 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. While inventory receipts improved during the first quarter of 2022, supply chain disruptions continue to impact our business operations and financial results. We experienced higher transportation costs throughout 2021 and continue to experience inflationary pressures for freight and other product costs. ​ 8 Table of Contents On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted. The CARES Act includes a provision that allows the Company to defer the employer portion of social security payroll tax payments that would have been paid between the enactment date and December 31, 2020, with 50% payable by December 31, 2021 and 50% payable by December 31, 2022. During 2020, the Company deferred approximately $ 9.4 million of employer social security payroll taxes. As of 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. 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. 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. 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. 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. The sale of the Campus is expected to close and qualify as a completed sale during the second quarter of 2022. 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. The Company evaluated the Campus asset group for impairment indicators and determined that no indicators were present. 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. These lease agreements are expected to be finalized during the second quarter of 2022. Note 2 Impact of New Accounting Pronouncements 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. ​ ​ ​ 9 Table of Contents Note 3 Revenues Disaggregation of Revenues The following table disaggregates revenue by segment and major source for the periods ended April 30, 2022 and May 1, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended April 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 331,988 ​ $ 14,217 ​ $ — ​ $ 346,205 Landed wholesale - e-commerce - drop ship (1) ​ — ​ 31,773 ​ ( 998 ) ​ 30,775 E-commerce - Company websites (1) ​ 51,938 ​ 50,702 ​ — ​ 102,640 Total direct-to-consumer sales ​ ​ 383,926 ​ ​ 96,692 ​ ​ ( 998 ) ​ ​ 479,620 Wholesale - e-commerce (1) ​ — ​ 60,716 ​ — ​ 60,716 Landed wholesale ​ — ​ 175,327 ​ ( 14,128 ) ​ 161,199 First-cost wholesale ​ — ​ 30,076 ​ — ​ 30,076 Licensing and royalty ​ 422 ​ 2,906 ​ — ​ 3,328 Other (2) ​ 154 ​ 23 ​ — ​ 177 Net sales ​ $ 384,502 ​ $ 365,740 ​ $ ( 15,126 ) ​ $ 735,116 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended May 1, 2021 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 334,745 ​ $ 15,008 ​ $ — ​ $ 349,753 Landed wholesale - e-commerce - drop ship (1) ​ ​ — ​ ​ 20,814 ​ ​ ( 394 ) ​ ​ 20,420 E-commerce - Company websites (1) ​ 63,122 ​ 42,738 ​ — ​ 105,860 Total direct-to-consumer sales ​ ​ 397,867 ​ ​ 78,560 ​ ​ ( 394 ) ​ ​ 476,033 Wholesale - e-commerce (1) ​ — ​ 37,480 ​ — ​ 37,480 Landed wholesale ​ — ​ 115,347 ​ ( 9,379 ) ​ 105,968 First-cost wholesale ​ — ​ 16,718 ​ — ​ 16,718 Licensing and royalty ​ — ​ 2,164 ​ — ​ 2,164 Other (2) ​ 237 ​ 36 ​ — ​ 273 Net sales ​ $ 398,104 ​ $ 250,305 ​ $ ( 9,773 ) ​ $ 638,636 (1) Collectively referred to as "e-commerce" in the narrative below (2) Includes breakage revenue from unredeemed gift cards Retail stores Traditionally, the majority of the Company’s revenue is generated from retail sales where control is transferred and revenue is recognized at the point of sale. Retail sales are recorded net of estimated returns and exclude sales tax. The Company records a returns reserve and a corresponding return asset for expected returns of merchandise. Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include two performance obligations: the sale of merchandise and the delivery of points that may be redeemed for future purchases. The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price. The stand-alone selling price for the points is estimated using the retail value of the merchandise earned, adjusted for estimated breakage based upon historical redemption patterns. The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired. ​ 10 Table of Contents E-commerce The Company also generates revenue from sales on websites maintained by the Company that are shipped from the Company’s distribution centers or retail stores directly to the consumer, picked up directly by the consumer from the Company’s stores and e-commerce sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship or first-cost basis (collectively referred to as "e-commerce"). The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer. Landed wholesale Landed sales are wholesale sales in which the merchandise is shipped directly to the customer from the Company’s warehouses. Many customers purchasing footwear on a landed basis arrange their own transportation of merchandise and, with limited exceptions, control is transferred at the time of shipment. First-cost wholesale First-cost sales are wholesale sales in which the Company purchases merchandise from an international factory that manufactures the product and subsequently sells to a customer at an overseas port. Revenue is recognized at the time the merchandise is delivered to the customer’s designated freight forwarder and control is transferred to the customer. Licensing and royalty The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company’s symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee’s sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates. 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. 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 Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations. Information about significant contract balances from contracts with customers is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) April 30, 2022 May 1, 2021 January 29, 2022 Customer allowances and discounts ​ $ 22,896 ​ $ 19,260 ​ $ 20,328 Loyalty programs liability ​ 18,152 ​ 16,177 ​ 18,814 Returns reserve ​ 16,376 ​ 14,469 ​ 12,468 Gift card liability ​ 6,130 ​ 5,423 ​ 6,804 ​ Changes in contract balances with customers generally reflect differences in relative sales volume for the periods presented. 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. 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. ​ ​ 11 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands) April 30, 2022 ​ May 1, 2021 Balance, beginning of period ​ $ 9,601 ​ $ 14,928 Provision/adjustment for expected credit losses ​ ​ ( 617 ) ​ ​ ( 152 ) Uncollectible accounts written off, net of recoveries ​ ​ ( 526 ) ​ ​ ( 3,404 ) Balance, end of period ​ $ 8,458 ​ $ 11,372 ​ ​ ​ ​ ​ Note 4 Earnings Per Share The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc. shareholders for the periods ended April 30, 2022 and May 1, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands, except per share amounts) April 30, 2022 May 1, 2021 ​ ​ ​ ​ ​ ​ ​ NUMERATOR ​ ​ ​ ​ ​ ​ Net earnings ​ $ 49,985 ​ $ 6,385 Net loss (earnings) attributable to noncontrolling interests ​ 524 ​ ( 238 ) Net earnings attributable to Caleres, Inc. ​ $ 50,509 ​ $ 6,147 Net earnings allocated to participating securities ​ ( 2,017 ) ​ ( 210 ) Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities ​ $ 48,492 ​ $ 5,937 ​ ​ ​ DENOMINATOR ​ ​ Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders ​ 36,209 ​ 36,707 Dilutive effect of share-based awards ​ 467 ​ 158 Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders ​ 36,676 ​ 36,865 ​ ​ ​ Basic earnings per common share attributable to Caleres, Inc. shareholders ​ $ 1.34 ​ $ 0.16 ​ ​ ​ Diluted earnings per common share attributable to Caleres, Inc. shareholders ​ $ 1.32 ​ $ 0.16 ​ 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. 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. 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 . 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. ​ ​ 12 Table of Contents Note 5 Restructuring and Other Special Charges Brand Portfolio – Business Exits 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. These costs primarily represented lease termination and other store closure costs, including employee severance, for the 73 stores that were closed during the first quarter of 2021. These charges are presented in restructuring and special charges on the condensed consolidated statement of earnings within the Brand Portfolio segment for the thirteen weeks ended May 1, 2021. There were no corresponding charges during the thirteen weeks ended April 30, 2022. 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 In 2018, the Company acquired a controlling interest in Blowfish Malibu. 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. Approximately $ 9.0 million was initially assigned to the mandatory purchase obligation and fair value adjustments were recorded as interest expense. 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. There were no corresponding charges during the thirteen weeks ended April 30, 2022. 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. ​ ​ Note 6 Business Segment Information 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Famous ​ Brand ​ Eliminations ​ ​ ​ ($ thousands) Footwear Portfolio and Other Total Thirteen Weeks Ended April 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 384,502 ​ $ 365,740 ​ $ ( 15,126 ) ​ $ 735,116 Intersegment sales (1) ​ — ​ ​ 15,126 ​ ​ — ​ 15,126 Operating earnings (loss) ​ 49,688 ​ 41,349 ​ ( 24,842 ) ​ 66,195 Segment assets ​ 790,778 ​ 987,397 ​ 150,123 ​ 1,928,298 ​ ​ ​ ​ ​ Thirteen Weeks Ended May 1, 2021 ​ ​ ​ ​ Net sales ​ $ 398,104 ​ $ 250,305 ​ $ ( 9,773 ) ​ $ 638,636 Intersegment sales (1) ​ — ​ 9,773 ​ — ​ 9,773 Operating earnings (loss) ​ 47,873 ​ ( 2,821 ) ​ ( 27,182 ) ​ 17,870 Segment assets ​ 758,823 ​ 794,430 ​ 249,570 ​ 1,802,823 ​ ​ ​ ​ ​ (1) Included in net sales in the Brand Portfolio segment and eliminated in the Eliminations and Other category. The Eliminations and Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments, as well as the elimination of intersegment sales and profit. Following is a reconciliation of operating earnings to earnings before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands) April 30, 2022 May 1, 2021 Operating earnings ​ $ 66,195 ​ $ 17,870 Interest expense, net ​ ( 2,299 ) ​ ( 11,792 ) Other income, net ​ 3,422 ​ 3,828 Earnings before income taxes ​ $ 67,318 ​ $ 9,906 ​ ​ 13 Table of Contents ​ Note 7 Inventories The Company’s net inventory balance was comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) April 30, 2022 May 1, 2021 January 29, 2022 Raw materials ​ $ 16,112 ​ $ 13,010 ​ $ 16,764 Work-in-process ​ 666 ​ 365 ​ 614 Finished goods ​ 626,749 ​ 431,924 ​ 579,429 Inventories, net ​ $ 643,527 ​ $ 445,299 ​ $ 596,807 ​ ​ Note 8 Goodwill and Intangible Assets Goodwill and intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) April 30, 2022 May 1, 2021 January 29, 2022 Intangible Assets ​ ​ ​ Famous Footwear ​ $ 2,800 ​ $ 2,800 ​ $ 2,800 Brand Portfolio ​ 342,083 ​ 342,083 ​ 342,083 Total intangible assets ​ 344,883 ​ 344,883 ​ 344,883 Accumulated amortization ​ ( 125,364 ) ​ ( 112,915 ) ​ ( 122,336 ) Total intangible assets, net ​ 219,519 ​ 231,968 ​ 222,547 Goodwill ​ ​ ​ Brand Portfolio (1) ​ 4,956 ​ 4,956 ​ 4,956 Total goodwill ​ 4,956 ​ 4,956 ​ 4,956 Goodwill and intangible assets, net ​ $ 224,475 ​ $ 236,924 ​ $ 227,503 (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. ​ 14 Table of Contents The Company’s intangible assets as of April 30, 2022, May 1, 2021 and January 29, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) April 30, 2022 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 114,528 ​ $ 10,200 ​ $ 174,760 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 10,836 4,005 29,359 ​ ​ ​ ​ $ 451,088 ​ $ 125,364 ​ $ 106,205 ​ $ 219,519 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 1, 2021 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 104,459 ​ $ 10,200 ​ $ 184,829 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 8,456 4,005 31,739 ​ ​ ​ ​ $ 451,088 ​ $ 112,915 ​ $ 106,205 ​ $ 231,968 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 29, 2022 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 112,061 ​ $ 10,200 ​ $ 177,227 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 10,275 4,005 29,920 ​ ​ ​ ​ $ 451,088 ​ $ 122,336 ​ $ 106,205 ​ $ 222,547 ​ 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. 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. 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. 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 The Company leases all of its retail locations, a manufacturing facility, and certain office locations, distribution centers and equipment. At contract inception, leases are evaluated and classified as either operating or finance leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. The Company regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable. After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment at stores and the lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow ​ 15 Table of Contents method. The fair value of the lease right-of-use assets is determined utilizing projected cash flows for each store location, discounted using a risk-adjusted discount rate, subject to a market floor based on current market lease rates. The Company recorded asset impairment charges of $ 1.8 million and $ 1.9 million during the thirteen weeks ended April 30, 2022 and May 1, 2021, respectively. The impairment charges are primarily related to software and underperforming retail stores. 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. Deferred payments continue to be reflected in lease obligations on the condensed consolidated balance sheets. Under relief provided by the FASB, entities could make a policy election to account for COVID-19-related lease concessions as if the enforceable rights existed under the original contract, accounting for them as variable rent rather than lease modifications. The Company made a policy election to account for rent abatements as variable rent. Accordingly, during the thirteen 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. 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. As of April 30, 2022, the Company has entered into lease commitments for four retail locations for which the leases have not yet commenced. The Company anticipates that two leases will begin in the current fiscal year and two leases will begin in the next fiscal year. 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. 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. The components of lease expense for the thirteen weeks ended April 30, 2022 and May 1, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands) ​ April 30, 2022 May 1, 2021 Operating lease expense $ 38,064 $ 40,577 Variable lease expense ​ 9,016 ​ 11,490 Short-term lease expense ​ 1,195 ​ 565 Sublease income ​ ( 59 ) ​ ( 29 ) Total lease expense ​ $ 48,216 ​ $ 52,603 ​ ​ Supplemental cash flow information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands) April 30, 2022 May 1, 2021 Cash paid for lease liabilities (1) ​ $ 48,793 ​ $ 56,453 Cash received from sublease income ​ 59 ​ 29 ​ (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. ​ ​ ​ Note 10 Financing Arrangements Credit Agreement The Company maintains a revolving credit facility for working capital needs. The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC and Vionic International LLC are each co-borrowers and guarantors. On April 8, 2022, Blowfish, LLC was joined to the Credit Agreement as a co-borrower and guarantor. ​ 16 Table of Contents 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. 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. 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. There is an unused line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit. The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, if excess availability falls below the greater of 10.0 % of the 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. If an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of April 30, 2022. 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. Total additional borrowing availability was $ 184.2 million at April 30, 2022. Senior Notes On July 27, 2015, the Company issued $ 200.0 million aggregate principal amount of senior notes due on August 15, 2023 (the "Senior Notes"). The Senior Notes bore interest at 6.25 %, which was payable on February 15 and August 15 of each year. 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 %. 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. ​ ​ ​ 17 Table of Contents Note 11 Shareholders’ Equity Accumulated Other Comprehensive Loss The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended April 30, 2022 and May 1, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension and ​ ​ ​ ​ ​ ​ ​ Other ​ Accumulated ​ ​ Foreign ​ Postretirement ​ Other ​ ​ Currency ​ Transactions ​ Comprehensive ($ thousands) ​ Translation ​ (1) ​ (Loss) Income Balance at January 29, 2022 ​ $ ( 788 ) ​ $ ( 7,818 ) ​ $ ( 8,606 ) Other comprehensive loss before reclassifications ​ ​ ( 162 ) ​ ​ — ​ ​ ( 162 ) Reclassifications: ​ ​ ​ ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ ​ — ​ ​ 581 ​ ​ 581 Tax benefit ​ — ​ ( 141 ) ​ ( 141 ) Net reclassifications ​ — ​ 440 ​ 440 Other comprehensive (loss) income ​ ( 162 ) ​ 440 ​ 278 Balance at April 30, 2022 ​ $ ( 950 ) ​ $ ( 7,378 ) ​ $ ( 8,328 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at January 30, 2021 ​ $ ( 111 ) ​ $ ( 9,025 ) ​ $ ( 9,136 ) Other comprehensive loss before reclassifications ​ ( 166 ) ​ — ​ ( 166 ) Reclassifications: ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 463 ​ 463 Tax benefit ​ — ​ ( 97 ) ​ ( 97 ) Net reclassifications ​ — ​ 366 ​ 366 Other comprehensive (loss) income ​ ( 166 ) ​ 366 ​ 200 Balance at May 1, 2021 ​ $ ( 277 ) ​ $ ( 8,659 ) ​ $ ( 8,936 ) (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. ​ Note 12 Share-Based Compensation 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. 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. ​ 18 Table of Contents Restricted Stock The following table summarizes restricted stock activity for the periods ended April 30, 2022 and May 1, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ ​ Thirteen Weeks Ended ​ ​ April 30, 2022 ​ ​ ​ May 1, 2021 ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Total Number ​ ​ Average ​ ​ ​ Total Number ​ ​ Average ​ ​ of Restricted ​ ​ Grant Date ​ ​ ​ of Restricted ​ ​ Grant Date ​ Shares ​ Fair Value ​ Shares ​ Fair Value January 29, 2022 ​ 1,390,397 ​ $ 14.24 ​ January 30, 2021 ​ 1,397,227 ​ $ 16.74 Granted ​ 671,200 ​ ​ 21.00 ​ Granted ​ 562,506 ​ ​ 18.63 Forfeited ​ ( 50,966 ) ​ ​ 12.63 ​ Forfeited ​ ( 46,500 ) ​ ​ 16.08 Vested ( 387,854 ) ​ 12.48 Vested ( 484,389 ) ​ 26.96 April 30, 2022 1,622,777 ​ $ 17.51 ​ May 1, 2021 1,428,844 ​ $ 14.04 ​ 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 . 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. Performance Awards 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. 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. At the end of the vesting period, the employee will have earned an amount of shares or units between 0 % and 200 % of the targeted award, depending on the achievement of the specified financial goals for the service period. Compensation expense is recognized based on the fair value of the award and the anticipated number of shares or units to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period. During the 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. 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. 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. 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. Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs. The RSUs payable in cash are remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted. 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. 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. ​ ​ 19 Table of Contents Note 13 Retirement and Other Benefit Plans The following table sets forth the components of net periodic benefit income for the Company, including the domestic and Canadian plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ Other Postretirement Benefits ​ Thirteen Weeks Ended Thirteen Weeks Ended ($ thousands) ​ April 30, 2022 May 1, 2021 April 30, 2022 May 1, 2021 Service cost ​ $ 1,762 ​ $ 1,942 ​ $ — ​ $ — Interest cost ​ 2,971 ​ 2,813 ​ 10 ​ 10 Expected return on assets ​ ( 6,984 ) ​ ( 7,114 ) ​ — ​ — Amortization of: ​ ​ ​ ​ ​ ​ Actuarial loss (gain) ​ 681 ​ 615 ​ ( 25 ) ​ ( 27 ) Prior service income ​ ( 75 ) ​ ( 125 ) ​ — ​ — Total net periodic benefit income ​ $ ( 1,645 ) ​ $ ( 1,869 ) ​ $ ( 15 ) ​ $ ( 17 ) ​ 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. ​ Note 14 Fair Value Measurements Fair Value Hierarchy Fair value measurement disclosure requirements specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows: ● Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and ● Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. ​ In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Measurement of Fair Value The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value. Money Market Funds The Company periodically invests in cash equivalents consisting of short-term money market funds backed by U.S. Treasury securities to preserve the Company’s capital for the purpose of funding operations. It does not enter into money market funds for trading or speculative purposes. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1). Non-Qualified Deferred Compensation Plan Assets and Liabilities The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50 % of base salary and 100 % of compensation received under the Company’s annual incentive plan. The deferrals are held ​ 20 Table of Contents in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1). Deferred Compensation Plan for Non-Employee Directors Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other accrued expenses (current portion) or other liabilities in the accompanying condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s condensed consolidated statements of earnings. The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Restricted Stock Units for Non-Employee Directors Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company were previously granted at no cost to non-employee directors. These cash-equivalent RSUs are subject to a vesting requirement (usually one year ), earn dividend-equivalent units, and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each cash-equivalent RSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Additional information related to RSUs for non-employee directors is disclosed in Note 12 to the condensed consolidated financial statements. Mandatory Purchase Obligation The Company recorded a mandatory purchase obligation of the remaining interest in conjunction with the acquisition of Blowfish Malibu in July 2018. The fair value of the mandatory purchase obligation was based on the earnings formula specified in the purchase agreement (Level 3). Fair value adjustments on the mandatory purchase obligation were recorded as interest expense. During the thirteen weeks ended May 1, 2021, the Company recorded fair value adjustments of $ 6.4 million. 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. ​ 21 Table of Contents 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. 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 ($ thousands) Total Level 1 Level 2 Level 3 Asset (Liability) ​ ​ ​ ​ ​ ​ ​ ​ April 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation plan assets ​ $ 7,567 ​ $ 7,567 ​ $ — ​ $ — Non-qualified deferred compensation plan liabilities ​ ( 7,567 ) ​ ( 7,567 ) ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 1,765 ) ​ ( 1,765 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 2,559 ) ​ ( 2,559 ) ​ — ​ ​ — May 1, 2021: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 57,000 ​ $ 57,000 ​ $ — ​ $ — Non-qualified deferred compensation plan assets ​ ​ 8,169 ​ ​ 8,169 ​ ​ — ​ ​ — Non-qualified deferred compensation plan liabilities ​ ( 8,169 ) ​ ( 8,169 ) ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 1,185 ) ​ ( 1,185 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 2,571 ) ​ ( 2,571 ) ​ — ​ ​ — Mandatory purchase obligation - Blowfish Malibu ​ ( 45,523 ) ​ — ​ — ​ ​ ( 45,523 ) January 29, 2022: ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation plan assets ​ 7,463 ​ 7,463 ​ — ​ ​ — Non-qualified deferred compensation plan liabilities ​ ( 7,463 ) ​ ( 7,463 ) ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 1,770 ) ​ ( 1,770 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 2,568 ) ​ ( 2,568 ) ​ — ​ ​ — ​ Impairment Charges The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to historical or projected future operating results, a significant change in the manner of the use of the asset, or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC Topic 820, Fair Value Measurement . Long-lived assets held and used with a carrying amount of $ 503.6 million and $ 571.5 million at April 30, 2022 and May 1, 2021, respectively, were assessed for indicators of impairment. 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 ($ thousands) April 30, 2022 May 1, 2021 Long-Lived Asset Impairment Charges ​ ​ Famous Footwear ​ $ 370 ​ $ 400 Brand Portfolio ​ 1,407 ​ 1,488 Total long-lived asset impairment charges ​ $ 1,777 ​ $ 1,888 ​ Fair Value of the Company’s Other Financial Instruments The fair values of cash and cash equivalents (excluding money market funds discussed above), receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments. ​ 22 Table of Contents The carrying amounts and fair values of the Company’s other financial instruments subject to fair value disclosures are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, 2022 May 1, 2021 January 29, 2022 ​ ​ Carrying ​ ​ ​ ​ Carrying ​ ​ ​ ​ Carrying ​ ​ ​ ($ thousands) Value (1) Fair Value Value (1) Fair Value Value (1) Fair Value Borrowings under revolving credit agreement ​ $ 305,000 ​ $ 305,000 ​ $ 200,000 ​ $ 200,000 ​ $ 290,000 ​ $ 290,000 Long-term debt ​ — ​ — ​ 200,000 ​ 200,500 ​ — ​ — Total debt ​ $ 305,000 ​ $ 305,000 ​ $ 400,000 ​ $ 400,500 ​ $ 290,000 ​ $ 290,000 (1) Excludes unamortized debt issuance costs and debt discount The fair value of the borrowings under revolving credit agreement approximates its carrying value due to its short-term nature (Level 1). The fair value of the Company’s long-term debt was based upon quoted prices in an inactive market as of 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. 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. 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. This impact was partially offset by discrete tax benefits totaling $ 1.2 million in the first quarter of 2021. 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. 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. 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. 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 Environmental Remediation Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites. Redfield The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan. As the treatment of the on-site source areas progresses, the Company expects to convert the pump and treat system to a passive treatment barrier system. Off-site groundwater concentrations have been reducing over time since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified work plan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the work plan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans ​ 23 Table of Contents for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015. Based on the progress of the direct remedial action of on-site conditions, the Company submitted a request to the oversight authorities for permission to convert the perimeter pump and treat active remediation system to a passive one. In 2019, a final response was received from the oversight authorities, which is allowing the Company to proceed with implementation of the revised plan on a portion of the treatment system. 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. The Company also continues to work with the oversight authorities on the off-site work plan. 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. 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 %. 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. Other Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material. The Company continues to evaluate its remediation plans in conjunction with its environmental consultants and records its best estimate of remediation liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts. Litigation The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are expensed as incurred. ​ ​ 24 Table of Contents