3 unchanged sentences
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
January 28, 2023
13 unchanged sentences
Borrowings under revolving credit agreement
−Removed: Current portion of long-term debt
−Removed: Mandatory purchase obligation - Blowfish Malibu
Trade accounts payable
18 unchanged sentences
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands, except per share amounts)
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
Cost of goods sold
Selling and administrative expenses
−Removed: Restructuring and other special charges, net
Operating earnings
Interest expense, net
−Removed: Loss on early extinguishment of debt
Other income, net
1 unchanged sentence
Income tax provision
−Removed: Net (loss) earnings attributable to noncontrolling interests
+Added: Net earnings (loss) attributable to noncontrolling interests
Net earnings attributable to Caleres, Inc.
5 unchanged sentences
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
Other comprehensive income (loss) ("OCI"), net of tax:
1 unchanged sentence
Pension and other postretirement benefits adjustments
−Removed: Other comprehensive (loss) income, net of tax
+Added: Other comprehensive income, net of tax
Comprehensive income
−Removed: Comprehensive (loss) income attributable to noncontrolling interests
+Added: Comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income attributable to Caleres, Inc.
2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Thirty-Nine Weeks Ended
+Added: Thirteen Weeks Ended
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
Operating Activities
3 unchanged sentences
Amortization of debt issuance costs and debt discount
−Removed: Fair value adjustments to Blowfish mandatory purchase obligation
−Removed: Loss on early extinguishment of debt
Share-based compensation expense
16 unchanged sentences
Repayments under revolving credit agreement
−Removed: Redemption of senior notes
Dividends paid
−Removed: Debt issuance costs
Acquisition of treasury stock
1 unchanged sentence
Contributions by noncontrolling interests
−Removed: Net cash provided by (used for) financing activities
+Added: Net cash used for financing activities
Effect of exchange rate changes on cash and cash equivalents
−Removed: Increase (decrease) in cash and cash equivalents
+Added: Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
8 unchanged sentences
Paid-In Capital
−Removed: BALANCE JULY 30, 2022
+Added: BALANCE JANUARY 28, 2023
Foreign currency translation adjustment
1 unchanged sentence
Comprehensive income (loss)
−Removed: Contributions by noncontrolling interests
Dividends ($ 0.07 per share)
−Removed: Acquisition of treasury stock
Issuance of common stock under share-based plans, net
Share-based compensation expense
−Removed: BALANCE OCTOBER 29, 2022
−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: Total Caleres, Inc.
−Removed: Comprehensive
−Removed: Shareholders’
−Removed: ($ thousands, except number of shares and per share amounts)
−Removed: Paid-In Capital
+Added: BALANCE APRIL 29, 2023
BALANCE JANUARY 29, 2022
2 unchanged sentences
Pension and other postretirement benefits adjustments, net of tax of $ 141
−Removed: Comprehensive income (loss)
+Added: Comprehensive income
Contributions by noncontrolling interests
1 unchanged sentence
Acquisition of treasury stock
−Removed: ( 2,622,845 )
Issuance of common stock under share-based plans, net
Share-based compensation expense
−Removed: BALANCE OCTOBER 29, 2022
−Removed: BALANCE JANUARY 30, 2021
−Removed: Foreign currency translation adjustment
−Removed: Pension and other postretirement benefits adjustments, net of tax of $ 269
−Removed: Comprehensive income
−Removed: Dividends ($ 0.21 per share)
−Removed: Issuance of common stock under share-based plans, net
−Removed: Share-based compensation expense
−Removed: BALANCE OCTOBER 30, 2021
+Added: BALANCE APRIL 30, 2022
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: 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.
+Added: Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, the Company has experienced more equal distribution among the quarters in recent years.
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 notes to the condensed consolidated financial statements have been reclassified to conform to the current period presentation.
−Removed: 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 28, 2023.
2 unchanged sentences
The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions (“CLT”).
−Removed: During the thirty-nine weeks ended October 29, 2022, capital contributions of $ 6.3 million were made to CLT, including $ 3.1 million received from Brand Investment Holding.
−Removed: Net sales were $ 5.4 million and $ 13.2 million for the thirteen and thirty-nine weeks ended October 29, 2022, respectively.
−Removed: Operating losses were $ 0.3 million and $ 0.6 million for the thirteen and thirty-nine weeks ended October 29, 2022, respectively.
−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: The Company had a joint venture agreement with a subsidiary of C.
−Removed: banner International Holdings Limited (“CBI”) to market Naturalizer footwear in China.
−Removed: The Company was a 51 % owner of the joint venture (“B&H Footwear”), with CBI owning the other 49 %.
−Removed: 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 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 is attributable to Brand Investment Holding and CBI.
−Removed: Transactions between the Company and the joint ventures have been eliminated in the condensed consolidated financial statements.
+Added: During the thirteen weeks ended April 30, 2022, capital contributions of $ 3.0 million were made to CLT, including $ 1.5 million received from Brand Investment Holding.
+Added: There were no capital contributions during the thirteen weeks ended April 29, 2023.
+Added: Net sales and operating earnings were $ 5.2 million and $ 0.1 million, respectively, for the thirteen weeks ended April 29, 2023.
+Added: Net sales and operating losses were $ 2.9 million and $ 0.9 million, respectively, for the thirteen weeks ended April 30, 2022.
+Added: The Company consolidates CLT into its condensed consolidated financial statements.
+Added: Net earnings (loss) attributable to noncontrolling interests represents the share of net earnings or losses that is attributable to Brand Investment Holding.
+Added: Transactions between the Company and the joint venture have been eliminated in the condensed consolidated financial statements.
Use of Estimates
1 unchanged sentence
Actual results could differ from those estimates.
−Removed: On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted.
−Removed: The CARES Act includes a provision that allowed 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.
−Removed: During 2020, the Company deferred approximately $ 9.4 million of employer social security payroll taxes.
−Removed: As of October 29, 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
−Removed: condensed consolidated balance sheet.
−Removed: As of October 30, 2021, approximately $ 4.7 million of deferred employer social security payroll taxes are 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
−Removed: The Company is actively marketing to sell its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri.
+Added: During 2021, the Company began actively marketing for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri.
+Added: In April 2022, the Company entered into an agreement for the sale of the Campus.
+Added: Although the Company expected the Campus to qualify as a completed sale within a year, the agreement was terminated in the fourth quarter of 2022.
+Added: The Company continued to actively market the Campus for sale and in February 2023, the Company entered into an agreement to sell the Campus, subject to certain closing conditions.
The Company expects the Campus to qualify as a completed sale within the next year.
−Removed: Accordingly, the Campus has been classified as property and equipment, held for sale on the condensed consolidated balance sheet as of October 29, 2022 and is reflected within the Eliminations and Other category.
−Removed: The Company evaluated the Campus asset group for impairment indicators and determined that no indicators were present as of October 29, 2022.
+Added: Accordingly, the Campus, primarily consisting of land and buildings, has been classified as property and equipment, held for sale on the consolidated balance sheets as of April 29, 2023 within the Eliminations and Other category.
+Added: The Company evaluated the Campus asset group for impairment and determined that no indicators were present as of April 29, 2023.
Note 2 Impact of New Accounting Pronouncements
−Removed: Impact of Prospective Accounting Pronouncements
+Added: Impact of Recently Adopted Accounting Pronouncements
In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities – Supplier Finance Programs (Topic 405-50):
Disclosure of Supplier Finance Program Obligations .
−Removed: The guidance requires qualitative and quantitative disclosures about supplier finance programs in annual financial statements, including key terms of the programs, amounts outstanding, balance sheet presentation and a rollforward of amounts outstanding during the year.
+Added: The guidance requires qualitative and
+Added: quantitative disclosures about supplier finance programs in annual financial statements, including key terms of the programs, amounts outstanding, balance sheet presentation and a rollforward of amounts outstanding during the year.
For interim periods, the ASU requires disclosure of total obligations outstanding that have been confirmed as valid.
The ASU is effective for years beginning after December 15, 2022, except for the rollforward requirement, which is effective in fiscal year 2024.
−Removed: Early adoption is permitted.
−Removed: The amendments in the ASU will be applied retrospectively, except for the annual rollforward requirement, which will be applied prospectively.
−Removed: The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.
+Added: The Company adopted the amendments on a retrospective basis during the first quarter of 2023, with the exception of the annual rollforward requirement, which will be adopted on a prospective basis by the effective date.
+Added: Refer to Note 5 to the condensed consolidated financial statements for additional information regarding the Company’s supplier finance program.
Note 3 Revenues
Disaggregation of Revenues
−Removed: The following table disaggregates revenue by segment and major source for the periods ended October 29, 2022 and October 30, 2021:
−Removed: Thirteen Weeks Ended October 29, 2022
−Removed: Eliminations and
−Removed: ($ thousands)
−Removed: Famous Footwear
−Removed: Brand Portfolio
−Removed: Retail stores
−Removed: E-commerce - Company websites (1)
−Removed: E-commerce - wholesale drop-ship (1)
−Removed: Total direct-to-consumer sales
−Removed: Wholesale - e-commerce (1)
−Removed: Wholesale - landed
−Removed: Wholesale - first cost
−Removed: Licensing and royalty
−Removed: Thirteen Weeks Ended October 30, 2021
−Removed: Eliminations and
−Removed: ($ thousands)
−Removed: Famous Footwear
−Removed: Brand Portfolio
−Removed: Retail stores
−Removed: E-commerce -Company websites (1)
−Removed: E-commerce - wholesale drop-ship (1)
−Removed: Total direct-to-consumer sales
−Removed: Wholesale - e-commerce (1)
−Removed: Wholesale - landed
−Removed: Wholesale - first cost
−Removed: Licensing and royalty
−Removed: Thirty-Nine Weeks Ended October 29, 2022
+Added: The following table disaggregates revenue by segment and major source for the periods ended April 29, 2023 and April 30, 2022:
+Added: Thirteen Weeks Ended April 29, 2023
Eliminations and
10 unchanged sentences
Licensing and royalty
−Removed: Thirty-Nine Weeks Ended October 30, 2021
+Added: Thirteen Weeks Ended April 30, 2022
Eliminations and
14 unchanged sentences
Retail stores
−Removed: 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.
+Added: The Company generates revenue 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.
3 unchanged sentences
The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price.
−Removed: 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.
+Added: The stand-alone selling price for the points is estimated
+Added: 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.
4 unchanged sentences
Landed wholesale
−Removed: Landed sales are wholesale sales in which the merchandise is shipped directly to the customer from the Company’s warehouses.
+Added: Landed sales are wholesale sales in which the Company obtains title to the footwear from the overseas suppliers and maintains title until the merchandise clears United States customs.
+Added: 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.
+Added: Landed sales generally carry a higher profit rate than first-cost wholesale sales as a result of the brand equity associated with the product along with the additional customs, warehousing and logistics services provided to customers and the risks associated with inventory ownership.
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.
+Added: Many of the customers then import this product into the United States.
Revenue is recognized at the time the merchandise is delivered to the customer’s designated freight forwarder and control is transferred to the customer.
13 unchanged sentences
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
January 28, 2023
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 29, 2022, the loyalty programs liability increased $ 32.5 million due to points and material rights earned on purchases and decreased $ 33.6 million due to expirations and redemptions.
−Removed: 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: The liability for loyalty programs is presented within other accrued expenses when earned and is generally expected to be recognized as revenue within one year.
+Added: In addition, during the thirteen weeks ended April 29, 2023, the loyalty programs liability increased $ 8.8 million due to points and material rights earned on purchases and decreased $ 9.5 million due to expirations and redemptions.
+Added: 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: The liability for loyalty programs is presented within other accrued expenses when earned and is generally
+Added: expected to be recognized as revenue within one year.
The gift card liability is established upon the sale of a gift card and revenue is recognized either upon redemption of the gift card by the consumer or based upon the gift card breakage rate, which is generally within the 24-month period following the sale of the gift card.
−Removed: The following table summarizes the activity in the Company’s allowance for expected credit losses during the thirty-nine weeks ended October 29, 2022 and October 30, 2021:
−Removed: Thirty-Nine Weeks Ended
+Added: The following table summarizes the activity in the Company’s allowance for expected credit losses during the thirteen weeks ended April 29, 2023 and April 30, 2022:
+Added: Thirteen Weeks Ended
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
Balance, beginning of period
5 unchanged sentences
shareholders.
−Removed: 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
+Added: 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.
−Removed: shareholders for the periods ended October 29, 2022 and October 30, 2021:
+Added: shareholders for the periods ended April 29, 2023 and April 30, 2022:
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands, except per share amounts)
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: Net loss (earnings) attributable to noncontrolling interests
+Added: April 29, 2023
+Added: April 30, 2022
+Added: Net (earnings) loss attributable to noncontrolling interests
Net earnings attributable to Caleres, Inc.
7 unchanged sentences
Diluted earnings 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 29, 2022 and October 30, 2021 were not included in the denominator for diluted earnings per common share attributable to Caleres, Inc.
+Added: There were no outstanding options to purchase shares of common stock for the thirteen weeks ended April 29, 2023.
+Added: Options to purchase 16,667 shares of common stock for the thirteen weeks ended April 30, 2022 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: During the thirteen and thirty-nine weeks ended October 29, 2022, the Company repurchased 838,025 and 2,622,845 shares, respectively, under the 2019 and 2022 publicly announced share repurchase programs, which permit repurchases of up to 5.0 million and 7.0 million shares, respectively.
−Removed: The Company did no t repurchase any shares under the share repurchase programs during the thirty-nine weeks ended October 30, 2021.
+Added: The Company did no t repurchase any shares under the share repurchase programs during the thirteen weeks ended April 29, 2023.
+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.
Refer to further discussion in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds .
−Removed: Note 5 Restructuring and Other Special Charges
−Removed: Organizational Change
−Removed: During the thirteen and thirty-nine weeks ended October 29, 2022, the Company incurred costs of $ 2.9 million ($ 2.7 million on an after-tax basis, or $ 0.07 per diluted share) related to a CFO transition at the corporate headquarters, with no corresponding charges for the thirty-nine weeks ended October 30, 2021.
−Removed: These costs were recognized as restructuring and other special charges in the condensed consolidated statement of earnings within the Eliminations and Other category.
−Removed: Blowfish Mandatory Purchase Obligation
−Removed: In 2018, the Company acquired a controlling interest in Blowfish Malibu.
−Removed: 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 fair value 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) and $ 15.4 million ( $ 11.5 million on an after-tax basis, or $ 0.30 per diluted share) for the thirteen and thirty-nine weeks ended October 30, 2021, respectively.
−Removed: There were no corresponding charges during the thirty-nine weeks ended October 29, 2022.
−Removed: The mandatory purchase obligation was settled for $ 54.6 million on November 4, 2021.
−Removed: Refer to further discussion regarding the mandatory purchase obligation in Note 14 to the condensed consolidated financial statements .
−Removed: Brand Portfolio – Business Exits
−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 statement of earnings within the Brand Portfolio segment for the thirty-nine weeks ended October 30, 2021.
−Removed: There were no corresponding charges during the thirty-nine weeks ended October 29, 2022.
−Removed: As of October 29, 2022 and October 30, 2021, reserves of $ 0.0 million and $ 2.5 million, respectively, were included on the condensed consolidated balance sheets.
+Added: Note 5 Supply Chain Financing
+Added: The Company facilitates a voluntary supply chain finance program (“the Program”) that provides certain of the Company’s suppliers the opportunity to sell receivables related to products that the Company has purchased to participating financial institutions at a rate that leverages the Company’s credit rating, which may be more beneficial to the suppliers than the rate they can obtain based upon their own credit rating.
+Added: The Company negotiates payment and other terms directly with the suppliers, regardless of whether the supplier participates in the Program, and the Company’s responsibility is limited to making payment based on the terms originally negotiated with the supplier.
+Added: The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financing institutions.
+Added: The liabilities to the suppliers that participate in the Program are presented as accounts payable in the Company’s condensed consolidated balance sheets, with changes reflected within cash flows from operating activities when settled.
+Added: As of April 29, 2023 and April 30, 2022, the Company had $ 16.8 million and $ 45.0 million, respectively, of accounts payable subject to supply chain financing arrangements.
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 29, 2022 and October 30, 2021:
+Added: Following is a summary of certain key financial measures for the Company’s business segments for the periods ended April 29, 2023 and April 30, 2022:
($ thousands)
−Removed: Thirteen Weeks Ended October 29, 2022
+Added: Thirteen Weeks Ended April 29, 2023
Intersegment sales (1)
1 unchanged sentence
Segment assets
−Removed: Thirteen Weeks Ended October 30, 2021
+Added: Thirteen Weeks Ended April 30, 2022
Intersegment sales (1)
1 unchanged sentence
Segment assets
−Removed: Thirty-Nine Weeks Ended October 29, 2022
−Removed: Intersegment sales (1)
−Removed: Operating earnings (loss)
−Removed: Thirty-Nine Weeks Ended October 30, 2021
−Removed: Intersegment sales (1)
−Removed: Operating earnings (loss)
(1) Included in net sales in the Brand Portfolio segment and eliminated in the Eliminations and Other category.
2 unchanged sentences
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
Operating earnings
Interest expense, net
−Removed: Loss on early extinguishment of debt
Other income, net
3 unchanged sentences
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
January 28, 2023
6 unchanged sentences
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
January 28, 2023
8 unchanged sentences
Goodwill and intangible assets, net
−Removed: (1) The carrying amount of goodwill as of October 29, 2022, October 30, 2021 and January 29, 2022 is presented net of accumulated impairment charges of $ 415.7 million.
−Removed: The Company’s intangible assets as of October 29, 2022, October 30, 2021 and January 29, 2022 were as follows:
+Added: (1) The carrying amount of intangible assets as of April 29, 2023, April 30, 2022 and January 28, 2023 is presented net of accumulated impairment charges of $ 106.2 million.
+Added: (2) The carrying amount of goodwill as of April 29, 2023, April 30, 2022 and January 28, 2023 is presented net of accumulated impairment charges of $ 415.7 million.
+Added: The Company’s intangible assets as of April 29, 2023, April 30, 2022 and January 28, 2023 were as follows:
($ thousands)
−Removed: October 29, 2022
+Added: April 29, 2023
Estimated Useful Lives
1 unchanged sentence
Customer relationships
−Removed: October 30, 2021
+Added: April 30, 2022
Estimated Useful Lives
5 unchanged sentences
Customer relationships
−Removed: Amortization expense related to intangible assets was $ 3.0 million and $ 3.1 million for the thirteen weeks ended October 29, 2022 and October 30, 2021, respectively, and $ 9.1 million and $ 9.4 million for the thirty-nine weeks ended October 29, 2022 and October 30, 2021, respectively.
−Removed: 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 .
+Added: Amortization expense related to intangible assets was $ 3.0 million for both the thirteen weeks ended April 29, 2023 and April 30, 2022.
+Added: The Company estimates that amortization expense related to intangible assets will be approximately $ 11.9 million in 2023, $ 11.0 million in 2024, 2025 and 2026 , and $ 10.9 million in 2027.
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: The Company recorded no goodwill impairment charges during the thirty-nine weeks ended October 29, 2022 or October 30, 2021.
+Added: The Company recorded no goodwill impairment charges during the thirteen weeks ended April 29, 2023 or April 30, 2022.
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: The Company recorded no impairment charges for indefinite-lived intangible assets during the thirty-nine weeks ended October 29, 2022 or October 30, 2021.
+Added: The Company recorded no impairment charges for indefinite-lived intangible assets during the thirteen weeks ended April 29, 2023 or April 30, 2022.
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
−Removed: 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 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.
−Removed: The Company recorded no asset impairment charges in the thirteen weeks and asset impairment charges of $ 2.0 million for the thirty-nine weeks ended October 29, 2022.
−Removed: For the thirteen and thirty-nine weeks ended October 30, 2021, the Company recorded asset impairment charges of $ 1.1 million and $ 3.4 million, respectively.
−Removed: The impairment charges are primarily related to capitalized software and underperforming retail stores.
+Added: The Company recorded an immaterial amount of asset impairment charges in the thirteen weeks ended April 29, 2023.
+Added: During the thirteen weeks ended April 30, 2022, the Company recorded asset impairment charges of $ 1.8 million, primarily related to capitalized software.
Refer to Note 14 to the condensed consolidated financial statements for further discussion on these impairment charges.
−Removed: As a result of the temporary store closures during the first half of 2020 associated with the pandemic, certain leases were amended to provide rent abatements and/or deferral of lease payments.
−Removed: Deferred payments continue to be reflected in lease obligations on the condensed consolidated balance sheets.
−Removed: 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.
−Removed: 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 29, 2022, the Company recorded $ 0.4 million and $ 1.1 million, respectively, in lease concessions as a reduction of rent expense within selling and administrative expenses in the condensed consolidated statements of earnings.
−Removed: During the thirteen and thirty-nine-weeks October 30, 2021, the Company recorded $ 0.1 million and $ 1.7 million, respectively, in lease concessions.
−Removed: Rent concessions for leases that were extended were recognized as a lease modification.
−Removed: During the thirty-nine weeks ended October 29, 2022, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 130.7 million on the condensed consolidated balance sheets.
−Removed: As of October 29, 2022, the Company has entered into lease commitments for five retail locations for which the leases have not yet commenced.
−Removed: The Company anticipates that one lease will begin in the current fiscal year and four leases will begin in the next fiscal year.
−Removed: Upon commencement, right-of-use assets and lease liabilities of approximately $ 0.9 million will be recorded in the current fiscal year and $ 3.4 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 29, 2022 and October 30, 2021 were as follows:
+Added: During the thirteen weeks ended April 29, 2023, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 29.6 million on the condensed consolidated balance sheets.
+Added: As of April 29, 2023, the Company has entered into lease commitments for six retail locations for which the leases have not yet commenced.
+Added: The Company anticipates that two leases will begin in the current fiscal year, three leases will begin in fiscal 2024 and one lease will begin in fiscal 2025.
+Added: Upon commencement, right-of-use assets and lease liabilities of approximately $ 1.4 million, $ 2.2 million and $ 0.4 million will be recorded on the condensed consolidated balance sheets in 2023 , 2024 and 2025 , respectively.
+Added: The components of lease expense for the thirteen weeks ended April 29, 2023 and April 30, 2022 were as follows:
Thirteen Weeks Ended
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
−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 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+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 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
Cash paid for lease liabilities
Cash received from sublease income
−Removed: (1) Cash paid for lease liabilities for the thirty-nine weeks ended October 29, 2022 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 statement s.
Note 10 Financing Arrangements
1 unchanged sentence
The Company maintains a revolving credit facility for working capital needs.
−Removed: The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC and Vionic International LLC are each co-borrowers and guarantors.
−Removed: On April 8, 2022, Blowfish, LLC was joined to the Credit Agreement as a co-borrower and guarantor.
+Added: The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC, Vionic International LLC and Blowfish, LLC are each co-borrowers and guarantors.
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 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.
+Added: On April 27, 2023, the Company entered into a Sixth Amendment to Fourth Amended and Restated Credit agreement to transition the borrowings on the revolving credit facility from bearing interest based on LIBOR to a term secured overnight financing rate (“SOFR”).
Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base ("Loan Cap"), which is based on stated percentages of the sum of eligible accounts receivable, eligible inventory and eligible credit card receivables, as defined, less applicable reserves.
Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral.
−Removed: Interest on borrowings is at variable rates based on LIBOR (with a floor of 0.0 %), or the prime rate (as defined in the Credit Agreement), plus a spread.
+Added: Interest on borrowings is at variable rates based on the SOFR, 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.
5 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 29, 2022.
−Removed: At October 29, 2022, the Company had $ 364.5 million of borrowings outstanding and $ 10.1 million in letters of credit outstanding under the Credit Agreement.
−Removed: Total additional borrowing availability was $ 125.4 million at October 29, 2022.
−Removed: 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 bore interest at 6.25 %, which was payable on February 15 and August 15 of each year.
−Removed: 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.
−Removed: On August 16, 2021, the Company redeemed $ 100.0 million of Senior Notes at 100.0 %.
−Removed: 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.
−Removed: Loss on Early Extinguishment of Debt
−Removed: In conjunction with the early redemption of the Senior Notes in August 2021 and the amendment of the revolving credit facility in October 2021, the Company incurred losses totaling $ 0.6 million.
+Added: The Company was in compliance with all covenants and restrictions under the Credit Agreement as of April 29, 2023.
+Added: At April 29, 2023, the Company had $ 291.5 million of borrowings outstanding and $ 10.6 million in letters of credit outstanding under the Credit Agreement.
+Added: Total additional borrowing availability was $ 197.9 million at April 29, 2023.
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 29, 2022 and October 30, 2021:
+Added: The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended April 29, 2023 and April 30, 2022:
Postretirement
3 unchanged sentences
(Loss) Income
−Removed: Balance at July 30, 2022
−Removed: Other comprehensive loss before reclassifications
−Removed: Reclassifications:
−Removed: Amounts reclassified from accumulated other comprehensive loss
−Removed: Net reclassifications
−Removed: Other comprehensive (loss) income
−Removed: Balance at October 29, 2022
−Removed: Balance at July 31, 2021
−Removed: Other comprehensive loss before reclassifications
−Removed: Reclassifications:
−Removed: Amounts reclassified from accumulated other comprehensive loss
−Removed: Net reclassifications
−Removed: Other comprehensive (loss) income
−Removed: Balance at October 30, 2021
Balance at January 28, 2023
4 unchanged sentences
Other comprehensive (loss) income
−Removed: Balance at October 29, 2022
+Added: Balance at April 29, 2023
Balance at January 29, 2022
4 unchanged sentences
Other comprehensive (loss) income
−Removed: Balance at October 30, 2021
+Added: Balance at April 30, 2022
(1) Amounts reclassified are included in other income, net.
1 unchanged sentence
Note 12 Share-Based Compensation
−Removed: The Company recognized share-based compensation expense of $ 5.0 million and $ 3.4 million during the thirteen weeks and $ 13.2 million and $ 8.8 million during the thirty-nine weeks ended October 29, 2022 and October 30, 2021, respectively.
−Removed: The Company had net issuances (repurchases) of 20,699 and ( 10,554 ) shares of common stock during the thirteen weeks ended October 29, 2022 and October 30, 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.
−Removed: During the thirty-nine weeks ended October 29, 2022 and October 30, 2021, the Company had net issuances of 621,154 and 291,306 shares of common stock, respectively, related to share-based plans.
+Added: The Company recognized share-based compensation expense of $ 2.9 million and $ 3.8 million during the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively.
+Added: The Company had net issuances of 558,847 and 512,508 shares of common stock during the thirteen weeks ended April 29, 2023 and April 30, 2022, 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 29, 2022 and October 30, 2021:
+Added: The following table summarizes restricted stock activity for the periods ended April 29, 2023 and April 30, 2022:
Thirteen Weeks Ended
Thirteen Weeks Ended
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: of Restricted
−Removed: of Restricted
−Removed: July 30, 2022
−Removed: July 31, 2021
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: Thirty-Nine Weeks Ended
−Removed: Thirty-Nine Weeks Ended
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
of Restricted
2 unchanged sentences
January 29, 2022
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: The Company granted 45,050 restricted shares during the thirteen weeks ended October 29, 2022, which have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .
−Removed: Of the 726,720 restricted shares granted during the thirty-nine weeks ended October 29, 2022, 716,250 restricted shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years , and 10,470 shares have a cliff-vesting term of one year .
−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 October 30 2021, 544,006 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years , 20,000 shares have a cliff-vesting term of two years and 4,910 shares have a cliff-vesting term of one year .
+Added: April 29, 2023
+Added: April 30, 2022
+Added: Of the 546,384 restricted shares granted during the thirteen weeks ended April 29, 2023, 533,584 shares have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years , 7,000 shares have a graded vesting term of three years , with 50 % vesting after eighteen months and 50 % after three years , and 5,800 shares have a cliff-vesting term of two years .
+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 .
Performance Awards
−Removed: During the thirty-nine weeks ended October 29, 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.
−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 .
−Removed: There were no performance-based share awards granted by the Company during the thirteen weeks ended October 29, 2022 or October 30, 2021.
−Removed: Vesting of performance-based awards is generally dependent upon the financial performance of the Company and the attainment of certain financial goals during the three-year period following the grant.
−Removed: At the end of the vesting period, the employee will have earned an amount of shares or units between 0 % and 200 % of the targeted award, depending on the achievement of the specified financial goals for the service period.
+Added: During the thirteen weeks ended April 29, 2023, the Company granted performance share awards for a targeted 276,434 shares, with a weighted-average grant date fair value of $ 23.12 in connection with the 2023 performance award (2023 – 2025 performance period).
+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 (2020 – 2022 performance 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 attainment of certain financial goals for the service period and individual achievement of strategic initiatives over the cumulative period of the award.
+Added: The 2023 performance award is payable in common stock for up to 100 % of the targeted award and the remainder in cash if any portion exceeds the targeted award.
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: In connection with the Company’s CFO transition during the thirteen weeks ended October 29, 2022, the Company approved the accelerated vesting of 30,000 performance-based share awards, representing two of the four award tranches from the 2020 performance award.
−Removed: performance conditions had been satisfied for the two award tranches based on the achievement of financial goals for the 2020 and 2021 fiscal periods.
−Removed: The modification to accelerate vesting eliminated the remaining service requirement.
−Removed: These awards had a weighted-average grant date fair value of $ 13.05 per share, but were revalued using a fair value on the date of modification of $ 24.31 per share.
−Removed: The modification of these awards resulted in incremental compensation expense of $ 0.4 million, which is presented in restructuring and other special charges on the condensed consolidated statements of earnings for the thirteen and thirty-nine weeks ended October 29, 2022.
−Removed: During the thirty-nine weeks ended October 29, 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.
−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.
−Removed: 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 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.
−Removed: There were no performance-based awards payable in cash granted by the Company during the thirteen weeks ended October 29, 2022 or October 30, 2021.
+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: This award, which vests after a three-year period, is 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.
+Added: The estimated value of the award, which is reflected within other liabilities on the condensed consolidated balance sheets, is being expensed ratably over the three-year performance period.
Restricted Stock Units for Non-Employee Directors
6 unchanged sentences
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.
−Removed: The Company granted 1,314 and 1,739 RSUs to non-employee directors for dividend equivalents, during the thirteen weeks ended October 29, 2022 and October 30, 2021, respectively, with weighted-average grant date fair values of $ 24.30 and $ 22.49 , respectively.
−Removed: The Company granted 41,325 and 44,180 RSUs to non-employee directors, including 4,680 and 4,900 for dividend equivalents, during the thirty-nine weeks ended October 29, 2022 and October 30, 2021, respectively, with weighted-average grant date fair values of $ 27.23 and $ 27.03 , respectively.
+Added: The Company granted 1,423 and 1,907 RSUs to non-employee directors for dividend equivalents, during the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively, with weighted-average grant date fair values of $ 21.47 and $ 20.64 , respectively.
Note 13 Retirement and Other Benefit Plans
5 unchanged sentences
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: Interest cost
−Removed: Expected return on assets
−Removed: Amortization of:
−Removed: Actuarial loss (gain)
−Removed: Prior service income
−Removed: Settlement cost
−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 29, 2022
−Removed: October 30, 2021
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
+Added: April 29, 2023
+Added: April 30, 2022
Interest cost
3 unchanged sentences
Prior service income
−Removed: Settlement cost
Total net periodic benefit income
13 unchanged sentences
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.
−Removed: Money Market Funds
−Removed: The Company periodically invests in cash equivalents consisting of short-term money market funds backed by U.S.
−Removed: Treasury securities to preserve the Company’s capital for the purpose of funding operations.
−Removed: It does not enter into money market funds for trading or speculative purposes.
−Removed: 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
5 unchanged sentences
Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”).
−Removed: 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 condensed consolidated balance sheets.
+Added: 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 condensed consolidated balance
Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expenses.
12 unchanged sentences
Additional information related to RSUs for non-employee directors is disclosed in Note 12 to the condensed consolidated financial statements.
−Removed: Mandatory Purchase Obligation
−Removed: The Company recorded a mandatory purchase obligation of the remaining interest in conjunction with the acquisition of Blowfish Malibu in July 2018.
−Removed: The fair value of the mandatory purchase obligation was based on the earnings formula specified in the purchase agreement (Level 3).
−Removed: Fair value adjustments on the mandatory purchase obligation were recorded as interest expense.
−Removed: There were no fair value adjustments for the thirteen and thirty-nine weeks ended October 29, 2022.
−Removed: The Company recorded fair value adjustments of $ 1.9 million and $ 15.4 million for the thirteen and thirty-nine weeks ended October 30, 2021, respectively.
−Removed: The mandatory purchase obligation of $ 54.6 million was paid on November 4, 2021.
−Removed: 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 29, 2022, October 30, 2021 and January 29, 2022.
−Removed: During the thirty-nine weeks ended October 29, 2022 and October 30, 2021, 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 29, 2023, April 30, 2022 and January 28, 2023.
+Added: During the thirteen weeks ended April 29, 2023 and April 30, 2022, there were no transfers into or out of Level 3.
Fair Value Measurements
1 unchanged sentence
Asset (Liability)
−Removed: October 29, 2022:
+Added: April 29, 2023:
Non-qualified deferred compensation plan assets
2 unchanged sentences
Restricted stock units for non-employee directors
−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
January 28, 2023:
7 unchanged sentences
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.
−Removed: 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 $ 564.6 million and $ 542.3 million at October 29, 2022 and October 30, 2021, respectively, were assessed for indicators of impairment.
−Removed: This assessment resulted in the following impairment charges, primarily for capitalized software and operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores.
+Added: Certain factors,
+Added: 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 .
+Added: Long-lived assets held and used with a carrying amount of $ 559.5 million and $ 503.6 million at April 29, 2023 and April 30, 2022, respectively, were assessed for indicators of impairment.
+Added: This assessment resulted in impairment charges for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores, and in the thirteen weeks ended April 30, 2022, capitalized software.
Thirteen Weeks Ended
−Removed: Thirty-Nine Weeks Ended
($ thousands)
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: October 29, 2022
−Removed: October 30, 2021
+Added: April 29, 2023
+Added: April 30, 2022
Long-Lived Asset Impairment Charges
3 unchanged sentences
Fair Value of the Company’s Other Financial Instruments
−Removed: 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.
−Removed: The carrying amounts and fair values of the Company’s other financial instruments subject to fair value disclosures are as follows:
−Removed: October 29, 2022
−Removed: October 30, 2021
−Removed: January 29, 2022
−Removed: ($ thousands)
−Removed: Carrying Value (1)
−Removed: Carrying Value (1)
−Removed: Carrying Value (1)
−Removed: Borrowings under revolving credit agreement
−Removed: Current portion of long-term debt
−Removed: (1) Excludes unamortized debt issuance costs and debt discount
−Removed: The fair values of borrowings under 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).
+Added: The fair values of cash and cash equivalents, receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments.
+Added: The fair values of the borrowings under revolving credit agreement of $ 291.5 million and $ 305.0 million as of April 29, 2023 and April 30, 2022, respectively, approximate their carrying values due to the short-term nature of the borrowings (Level 1).
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 26.2 % and 24.9 % for the thirteen weeks ended October 29, 2022 and October 30, 2021, respectively.
−Removed: The higher effective tax rate for the thirteen weeks ended October 29, 2022 was driven by an increase in permanent adjustments, primarily due to the non-deductible portion of executive compensation.
−Removed: The Company’s consolidated effective tax rate was 25.7 % for the thirty-nine weeks ended October 29, 2022, compared to 27.7 % for the nine months ended October 30, 2021.
−Removed: The higher effective tax rate for the thirty-nine weeks ended October 30, 2021 primarily reflects the incremental valuation allowances for the Company’s deferred tax assets for certain jurisdictions recorded in the thirty-nine weeks ended October 30, 2021, as well as the non-deductibility of losses at the Company’s Canadian division, which were driven by exit-related costs associated with Naturalizer retail stores in the first quarter of 2021.
−Removed: As of October 29, 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’s consolidated effective tax rates were 23.5 % and 25.7 % for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively.
+Added: The lower effective tax rate for the thirteen weeks ended April 29, 2023 was driven by discrete tax benefits of approximately $ 0.6 million in the first quarter of 2023 related to the Company’s stock-based compensation.
+Added: As of April 29, 2023, 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 international 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.
8 unchanged sentences
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.
−Removed: 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.
+Added: The Company has received permission from the oversight authorities to convert the pump and treat system to a passive treatment barrier system and began implementing the conversion during the first quarter of 2023.
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.
3 unchanged sentences
The results of groundwater monitoring are being used to evaluate the effectiveness of these activities.
−Removed: The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015.
−Removed: 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 on a portion of the treatment system.
−Removed: 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.
−Removed: The Company also continues to work with the oversight authorities on the off-site work plan.
−Removed: The cumulative expenditures for both on-site and off-site remediation through October 29, 2022 were $ 33.0 million.
+Added: The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015 and 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 29, 2023 were $ 33.4 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 29, 2022 is $ 9.7 million, of which $ 8.7 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 29, 2023 is $ 9.6 million, of which $ 8.7 million is recorded within other liabilities and $ 0.9 million is recorded within other accrued expenses.
Of the total $ 9.6 million reserve, $ 4.8 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 $ 13.4 million as of October 29, 2022.
+Added: On an undiscounted basis, the on-site remediation liability would be $ 13.2 million as of April 29, 2023.
The Company expects to spend approximately $ 0.6 million in 2023, $ 0.1 million in each of the following four years and $ 12.2 million in the aggregate thereafter related to the on-site remediation.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.