3 unchanged sentences
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
January 28, 2023
33 unchanged sentences
Thirteen Weeks Ended
+Added: Twenty-Six Weeks Ended
($ thousands, except per share amounts)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Cost of goods sold
Selling and administrative expenses
+Added: Restructuring and other special charges, net
Operating earnings
11 unchanged sentences
Thirteen Weeks Ended
+Added: Twenty-Six Weeks Ended
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Other comprehensive income (loss) ("OCI"), net of tax:
8 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Thirteen Weeks Ended
+Added: Twenty-Six Weeks Ended
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Operating Activities
25 unchanged sentences
Contributions by noncontrolling interests
−Removed: Net cash used for financing activities
+Added: Net cash (used for) provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
8 unchanged sentences
Shareholders’
+Added: Noncontrolling
($ thousands, except number of shares and per share amounts)
Paid-In Capital
−Removed: BALANCE JANUARY 28, 2023
+Added: BALANCE APRIL 29, 2023
Foreign currency translation adjustment
Pension and other postretirement benefits adjustments, net of tax of $ 211
−Removed: Comprehensive income (loss)
+Added: Comprehensive income
+Added: Contributions by noncontrolling interests
Dividends ($ 0.07 per share)
+Added: Acquisition of treasury stock
Issuance of common stock under share-based plans, net
Share-based compensation expense
+Added: BALANCE JULY 29, 2023
BALANCE APRIL 30, 2022
+Added: Foreign currency translation adjustment
+Added: Pension and other postretirement benefits adjustments, net of tax of $ 190
+Added: Comprehensive income (loss)
+Added: Dividends ($ 0.07 per share)
+Added: Acquisition of treasury stock
+Added: ( 1,083,496 )
+Added: Issuance of common stock under share-based plans, net
+Added: Share-based compensation expense
+Added: BALANCE JULY 30, 2022
+Added: Total Caleres, Inc.
+Added: Comprehensive
+Added: Shareholders’
+Added: Noncontrolling
+Added: ($ thousands, except number of shares and per share amounts)
+Added: Paid-In Capital
BALANCE JANUARY 28, 2023
−Removed: Net earnings (loss)
Foreign currency translation adjustment
6 unchanged sentences
Share-based compensation expense
−Removed: BALANCE APRIL 30, 2022
+Added: BALANCE JULY 29, 2023
+Added: BALANCE JANUARY 29, 2022
+Added: Net earnings (loss)
+Added: Foreign currency translation adjustment
+Added: Pension and other postretirement benefits adjustments, net of tax of $ 331
+Added: Comprehensive income (loss)
+Added: Contributions by noncontrolling interests
+Added: Dividends ($ 0.14 per share)
+Added: Acquisition of treasury stock
+Added: ( 1,784,820 )
+Added: Issuance of common stock under share-based plans, net
+Added: Share-based compensation expense
+Added: BALANCE JULY 30, 2022
See notes to condensed consolidated financial statements.
11 unchanged sentences
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.
+Added: Use of Estimates
+Added: The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.
+Added: Actual results could differ from those estimates.
Noncontrolling Interests
1 unchanged sentence
The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions (“CLT”).
−Removed: 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.
−Removed: There were no capital contributions during the thirteen weeks ended April 29, 2023.
−Removed: Net sales and operating earnings were $ 5.2 million and $ 0.1 million, respectively, for the thirteen weeks ended April 29, 2023.
−Removed: Net sales and operating losses were $ 2.9 million and $ 0.9 million, respectively, for the thirteen weeks ended April 30, 2022.
+Added: During the thirteen and twenty-six weeks ended July 29, 2023, capital contributions of $ 2.0 million were made to CLT, including $ 1.0 million received from Brand Investment Holding.
+Added: During the twenty-six weeks ended July 30, 2022, capital contributions of $ 3.0 million were made to CLT, including $ 1.5 million received from Brand Investment Holding.
+Added: Net sales and operating earnings of CLT for the periods ended July 29, 2023 and July 30, 2022 were as follows:
+Added: Thirteen Weeks Ended
+Added: Twenty-Six Weeks Ended
+Added: ($ thousands)
+Added: July 29, 2023
+Added: July 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: Operating earnings (loss)
The Company consolidates CLT into its condensed consolidated financial statements.
1 unchanged sentence
Transactions between the Company and the joint venture have been eliminated in the condensed consolidated financial statements.
−Removed: Use of Estimates
−Removed: The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.
−Removed: Actual results could differ from those estimates.
+Added: 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 July 29, 2023 and July
+Added: 30, 2022, the Company had $ 32.9 million and $ 39.9 million, respectively, of accounts payable subject to supply chain financing arrangements.
P roperty and Equipment, Held for Sale
−Removed: During 2021, the Company began actively marketing for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri.
−Removed: In April 2022, the Company entered into an agreement for the sale of the Campus.
−Removed: 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.
−Removed: 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.
+Added: The Company continues to actively market for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri and, as of July 29, 2023, was engaged in discussions with multiple potential buyers.
The Company expects the Campus to qualify as a completed sale within the next year.
−Removed: 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.
−Removed: The Company evaluated the Campus asset group for impairment and determined that no indicators were present as of April 29, 2023.
+Added: Accordingly, the Campus, primarily consisting of land and buildings, has been classified as property and equipment, held for sale on the condensed consolidated balance sheets as of July 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 July 29, 2023.
Note 2 Impact of New Accounting Pronouncements
2 unchanged sentences
Disclosure of Supplier Finance Program Obligations .
−Removed: The guidance requires qualitative and
−Removed: 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 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.
−Removed: The ASU is effective for years beginning after December 15, 2022, except for the rollforward requirement, which is effective in fiscal year 2024.
+Added: The ASU is effective for the Company in fiscal year 2023, except for the rollforward requirement, which is effective in fiscal year 2024.
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.
Refer to Note 1 to the condensed consolidated financial statements for additional information regarding the Company’s supplier finance program.
−Removed: Note 3 Revenues
+Added: Impact of Recently Issued Accounting Pronouncements
+Added: The Company has evaluated all recently issued ASUs and they were determined to be either not applicable or not expected to have a material impact on the consolidated financial statements.
+Added: N ote 3 Revenues
Disaggregation of Revenues
−Removed: The following table disaggregates revenue by segment and major source for the periods ended April 29, 2023 and April 30, 2022:
−Removed: Thirteen Weeks Ended April 29, 2023
+Added: The following table disaggregates revenue by segment and major source for the periods ended July 29, 2023 and July 30, 2022:
+Added: Thirteen Weeks Ended July 29, 2023
Eliminations and
10 unchanged sentences
Licensing and royalty
−Removed: Thirteen Weeks Ended April 30, 2022
+Added: Thirteen Weeks Ended July 30, 2022
Eliminations and
10 unchanged sentences
Licensing and royalty
+Added: Twenty-Six Weeks Ended July 29, 2023
+Added: Eliminations and
+Added: ($ thousands)
+Added: Famous Footwear
+Added: Brand Portfolio
+Added: Retail stores
+Added: E-commerce - Company websites (1)
+Added: E-commerce - wholesale drop-ship (1)
+Added: Total direct-to-consumer sales
+Added: Wholesale - e-commerce (1)
+Added: Wholesale - landed
+Added: Wholesale - first cost
+Added: Licensing and royalty
+Added: Twenty-Six Weeks Ended July 30, 2022
+Added: Eliminations and
+Added: ($ thousands)
+Added: Famous Footwear
+Added: Brand Portfolio
+Added: Retail stores
+Added: E-commerce - Company websites (1)
+Added: E-commerce - wholesale drop-ship (1)
+Added: Total direct-to-consumer sales
+Added: Wholesale - e-commerce (1)
+Added: Wholesale - landed
+Added: Wholesale - first cost
+Added: Licensing and royalty
(1) Collectively referred to as "e-commerce"
8 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
−Removed: 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 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.
14 unchanged sentences
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.
−Removed: These license agreements provide the licensee access to the Company’s symbolic intellectual property, and revenue is therefore recognized over the license term.
+Added: These license agreements provide the licensee access to the Company’s symbolic
+Added: 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.
2 unchanged sentences
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.
−Removed: The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time when the credit card is used.
+Added: The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time the credit card is used.
Contract Balances
4 unchanged sentences
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 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 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.
−Removed: 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.
−Removed: The liability for loyalty programs is presented within other accrued expenses when earned and is generally
−Removed: expected to be recognized as revenue within one year.
+Added: In addition, during the twenty-six weeks ended July 29, 2023, the loyalty programs liability increased $ 22.7 million due to points and material rights earned on purchases and decreased $ 23.8 million due to expirations and redemptions.
+Added: During the twenty-six weeks ended July 30, 2022, the loyalty programs liability increased $ 24.5 million due to points and material rights earned on purchases and decreased $ 25.8 million due to expirations and redemptions.
+Added: 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.
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 thirteen weeks ended April 29, 2023 and April 30, 2022:
−Removed: Thirteen Weeks Ended
+Added: The following table summarizes the activity in the Company’s allowance for expected credit losses during the twenty-six weeks ended July 29, 2023 and July 30, 2022:
+Added: Twenty-Six Weeks Ended
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 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 the Company.
+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 following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc.
−Removed: shareholders for the periods ended April 29, 2023 and April 30, 2022:
+Added: shareholders for the periods ended July 29, 2023 and July 30, 2022:
Thirteen Weeks Ended
+Added: Twenty-Six Weeks Ended
($ thousands, except per share amounts)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Net (earnings) loss attributable to noncontrolling interests
8 unchanged sentences
Diluted earnings per common share attributable to Caleres, Inc.
−Removed: There were no outstanding options to purchase shares of common stock for the thirteen weeks ended April 29, 2023.
−Removed: 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.
+Added: There were no outstanding options to purchase shares of common stock for the twenty-six weeks ended July 29, 2023.
+Added: Options to purchase 16,667 shares of common stock for both the thirteen and twenty-six weeks ended July 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: The Company did no t repurchase any shares under the share repurchase programs during the thirteen weeks ended April 29, 2023.
−Removed: 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.
−Removed: Refer to further discussion in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds .
−Removed: Note 5 Supply Chain Financing
−Removed: 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.
−Removed: 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.
−Removed: The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financing institutions.
−Removed: 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.
−Removed: 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.
+Added: As further discussed in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds , the Company has two publicly announced share repurchase programs, the 2019 program and the 2022 program, which permit repurchases up to 5.0 million and 7.0 million shares, respectively.
+Added: During the thirteen and twenty-six weeks ended July 29, 2023, the Company repurchased 763,000 shares under the 2022 program.
+Added: During the thirteen and twenty-six weeks ended July 30, 2022, the Company repurchased 1,083,496 and 1,784,820 shares, respectively, under the 2019 and 2022 share repurchase programs.
+Added: No excise taxes were due on the Company’s share repurchases during the twenty-six weeks ended July 29, 2023 under the provisions of the Inflation Reduction Act of 2022.
+Added: Note 5 Restructuring and Other Special Charges
+Added: The Company incurred costs of approximately $ 1.7 million ( $ 1.2 million on an after-tax basis) during the thirteen and twenty-six weeks ended July 29, 2023 related to expense reduction initiatives, primarily severance.
+Added: Of the approximately $ 1.7 million in charges presented in restructuring and other special charges on the condensed consolidated statements of earnings, $ 0.9 million is reflected in the Brand Portfolio segment, $ 0.6 million is reflected within the Eliminations and Other category and $ 0.2 million is reflected in the Famous Footwear segment.
+Added: There were no corresponding costs for the twenty-six weeks ended July 30, 2022.
+Added: As of July 29, 2023, restructuring reserves of $ 1.5 million were included in other accrued expenses on the condensed consolidated balance sheet.
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 April 29, 2023 and April 30, 2022:
+Added: Following is a summary of certain key financial measures for the Company’s business segments for the periods ended July 29, 2023 and July 30, 2022:
($ thousands)
−Removed: Thirteen Weeks Ended April 29, 2023
+Added: Thirteen Weeks Ended July 29, 2023
Intersegment sales (1)
1 unchanged sentence
Segment assets
−Removed: Thirteen Weeks Ended April 30, 2022
+Added: Thirteen Weeks Ended July 30, 2022
Intersegment sales (1)
1 unchanged sentence
Segment assets
+Added: Twenty-Six Weeks Ended July 29, 2023
+Added: Intersegment sales (1)
+Added: Operating earnings (loss)
+Added: Twenty-Six Weeks Ended July 30, 2022
+Added: Intersegment sales (1)
+Added: 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
+Added: Twenty-Six Weeks Ended
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Operating earnings
5 unchanged sentences
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
January 28, 2023
6 unchanged sentences
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
January 28, 2023
8 unchanged sentences
Goodwill and intangible assets, net
−Removed: (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.
−Removed: (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.
−Removed: The Company’s intangible assets as of April 29, 2023, April 30, 2022 and January 28, 2023 were as follows:
+Added: (1) The carrying amount of intangible assets as of July 29, 2023, July 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 July 29, 2023, July 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 July 29, 2023, July 30, 2022 and January 28, 2023 were as follows:
($ thousands)
−Removed: April 29, 2023
+Added: July 29, 2023
Estimated Useful Lives
1 unchanged sentence
Customer relationships
−Removed: April 30, 2022
+Added: July 30, 2022
Estimated Useful Lives
5 unchanged sentences
Customer relationships
−Removed: Amortization expense related to intangible assets was $ 3.0 million for both the thirteen weeks ended April 29, 2023 and April 30, 2022.
+Added: Amortization expense related to intangible assets was $ 3.0 million for both the thirteen weeks ended July 29, 2023 and July 30, 2022, respectively, and $ 6.1 million for both the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively.
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 thirteen weeks ended April 29, 2023 or April 30, 2022.
+Added: The Company recorded no goodwill impairment charges during the twenty-six weeks ended July 29, 2023 or July 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 thirteen weeks ended April 29, 2023 or April 30, 2022.
+Added: The Company recorded no impairment charges for indefinite-lived intangible assets during the twenty-six weeks ended July 29, 2023 or July 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 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
+Added: 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 an immaterial amount of asset impairment charges in the thirteen weeks ended April 29, 2023.
−Removed: During the thirteen weeks ended April 30, 2022, the Company recorded asset impairment charges of $ 1.8 million, primarily related to capitalized software.
−Removed: Refer to Note 14 to the condensed consolidated financial statements for further discussion on these impairment charges.
−Removed: 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.
−Removed: As of April 29, 2023, the Company has entered into lease commitments for six retail locations for which the leases have not yet commenced.
−Removed: 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: Refer to Note 14 to the condensed consolidated financial statements for further discussion of impairment charges on the Company’s operating lease right-of-use assets and property and equipment in retail stores.
+Added: During the twenty-six weeks ended July 29, 2023, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 55.8 million on the condensed consolidated balance sheets.
+Added: As of July 29, 2023, the Company has entered into lease commitments for 11 retail locations for which the leases have not yet commenced.
+Added: The Company anticipates that seven leases will begin in the current fiscal year, three leases will begin in fiscal 2024 and one lease will begin in fiscal 2025.
Upon commencement, right-of-use assets and lease liabilities of approximately $ 8.3 million, $ 2.8 million and $ 0.3 million will be recorded on the condensed consolidated balance sheets in 2023 , 2024 and 2025 , respectively.
−Removed: The components of lease expense for the thirteen weeks ended April 29, 2023 and April 30, 2022 were as follows:
+Added: The components of lease expense for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022 were as follows:
Thirteen Weeks Ended
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Operating lease expense
1 unchanged sentence
Short-term lease expense
+Added: Total lease expense
+Added: Twenty-Six Weeks Ended
+Added: ($ thousands)
+Added: July 29, 2023
+Added: July 30, 2022
+Added: Operating lease expense
+Added: Variable lease expense
+Added: Short-term lease expense
Sublease income
1 unchanged sentence
Supplemental cash flow information related to leases is as follows:
−Removed: Thirteen Weeks Ended
+Added: Twenty-Six Weeks Ended
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Cash paid for lease liabilities
7 unchanged sentences
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”).
−Removed: 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.
+Added: 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
+Added: 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.
7 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 April 29, 2023.
−Removed: 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.
−Removed: Total additional borrowing availability was $ 197.9 million at April 29, 2023.
+Added: The Company was in compliance with all covenants and restrictions under the Credit Agreement as of July 29, 2023.
+Added: At July 29, 2023, the Company had $ 244.0 million of borrowings outstanding and $ 10.7 million in letters of credit outstanding under the Credit Agreement.
+Added: Total additional borrowing availability was $ 245.3 million at July 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 April 29, 2023 and April 30, 2022:
+Added: The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended July 29, 2023 and July 30, 2022:
Postretirement
3 unchanged sentences
(Loss) Income
−Removed: Balance at January 28, 2023
−Removed: Other comprehensive loss before reclassifications
+Added: Balance at April 29, 2023
+Added: Other comprehensive income before reclassifications
Reclassifications:
1 unchanged sentence
Net reclassifications
−Removed: Other comprehensive (loss) income
+Added: Other comprehensive income
+Added: Balance at July 29, 2023
Balance at April 30, 2022
+Added: Other comprehensive income before reclassifications
+Added: Reclassifications:
+Added: Amounts reclassified from accumulated other comprehensive loss
+Added: Net reclassifications
+Added: Other comprehensive income
+Added: Balance at July 30, 2022
Balance at January 28, 2023
4 unchanged sentences
Other comprehensive (loss) income
−Removed: Balance at April 30, 2022
+Added: Balance at July 29, 2023
+Added: Balance at January 29, 2022
+Added: Other comprehensive income before reclassifications
+Added: Reclassifications:
+Added: Amounts reclassified from accumulated other comprehensive loss
+Added: Net reclassifications
+Added: Other comprehensive income
+Added: Balance at July 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 $ 2.9 million and $ 3.8 million during the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively.
−Removed: 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.
+Added: The Company recognized share-based compensation expense of $ 4.0 million and $ 4.4 million during the thirteen weeks and $ 6.9 million and $ 8.2 million during the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively.
+Added: The Company had net issuances of 28,494 and 87,947 shares of common stock during the thirteen weeks ended July 29, 2023 and July 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.
+Added: During the twenty-six weeks ended July 29, 2023 and July 30, 2022, the Company had net issuances of 587,341 and 600,455 shares of common stock, respectively, related to share-based plans.
Restricted Stock
−Removed: The following table summarizes restricted stock activity for the periods ended April 29, 2023 and April 30, 2022:
+Added: The following table summarizes restricted stock activity for the periods ended July 29, 2023 and July 30, 2022:
Thirteen Weeks Ended
Thirteen Weeks Ended
+Added: July 29, 2023
+Added: July 30, 2022
+Added: of Restricted
+Added: of Restricted
April 29, 2023
April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: Twenty-Six Weeks Ended
+Added: Twenty-Six Weeks Ended
+Added: July 29, 2023
+Added: July 30, 2022
of Restricted
2 unchanged sentences
January 29, 2022
−Removed: April 29, 2023
−Removed: April 30, 2022
−Removed: 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 .
−Removed: The Company granted 671,200 restricted shares during the thirteen weeks ended April 30, 2022, which have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .
+Added: July 29, 2023
+Added: July 30, 2022
+Added: Of the 33,610 restricted shares the Company granted during the thirteen weeks ended July 29, 2023, 23,268 have a cliff-vesting term of one year and 10,342 shares have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years .
+Added: Of the 579,994 restricted shares granted during the twenty-six weeks ended July 29, 2023, 543,926 shares have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years , 23,268 shares have a cliff-vesting term of one year , 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 10,470 restricted shares during the thirteen weeks ended July 30, 2022, which have a cliff-vesting term of one year .
+Added: Of the 681,670 restricted shares the Company granted during the twenty-six weeks ended July 30, 2022, 671,200 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 .
Performance Awards
−Removed: 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).
−Removed: 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: During the twenty-six weeks ended July 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 twenty-six weeks ended July 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).
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.
1 unchanged sentence
Compensation expense is recognized based on the fair value of the award and the anticipated number of shares or units to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period.
−Removed: During the thirteen weeks ended April 30, 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $ 8.3 million and a maximum value of $ 16.6 million.
+Added: During the twenty-six weeks ended July 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.
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.
3 unchanged sentences
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.
−Removed: The dividend equivalents, which vest immediately, are automatically re-invested in additional RSUs.
+Added: The dividend equivalents, which vest immediately, are automatically reinvested 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.
2 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 1,423 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.
+Added: The Company granted 47,873 and 38,104 RSUs to non-employee directors, including 1,337 and 1,459 for dividend equivalents, during the thirteen weeks ended July 29, 2023 and July 30, 2022, respectively, with weighted-average grant date fair values of $ 19.46 and $ 27.66 , respectively.
+Added: The Company granted 49,295 and 40,011 RSUs to non-employee directors, including 2,759 and 3,366 and for dividend equivalents, during the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively, with weighted-average grant date fair values of $ 19.52 and $ 27.33 , respectively.
Note 13 Retirement and Other Benefit Plans
5 unchanged sentences
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Interest cost
4 unchanged sentences
Total net periodic benefit income
+Added: Pension Benefits
+Added: Other Postretirement Benefits
+Added: Twenty-Six Weeks Ended
+Added: Twenty-Six Weeks Ended
+Added: ($ thousands)
+Added: July 29, 2023
+Added: July 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: Interest cost
+Added: Expected return on assets
+Added: Amortization of:
+Added: Actuarial loss (gain)
+Added: Prior service income
+Added: Total net periodic benefit income
The non-service cost components of net periodic benefit income are included in other income, net in the condensed consolidated statements of earnings.
2 unchanged sentences
Fair Value Hierarchy
−Removed: 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”).
+Added: 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
+Added: 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:
14 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
+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 sheets.
Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expenses.
3 unchanged sentences
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.
−Removed: 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.
+Added: Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are reinvested 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 condensed consolidated balance sheets.
6 unchanged sentences
Additional information related to RSUs for non-employee directors is disclosed in Note 12 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 April 29, 2023, April 30, 2022 and January 28, 2023.
−Removed: During the thirteen weeks ended April 29, 2023 and April 30, 2022, 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 July 29, 2023, July 30, 2022 and January 28, 2023.
+Added: During the twenty-six weeks ended July 29, 2023 and July 30, 2022, there were no transfers into or out of Level 3.
Fair Value Measurements
1 unchanged sentence
Asset (Liability)
−Removed: April 29, 2023:
+Added: July 29, 2023:
Non-qualified deferred compensation plan assets
2 unchanged sentences
Restricted stock units for non-employee directors
−Removed: April 30, 2022:
+Added: July 30, 2022:
Non-qualified deferred compensation plan assets
11 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,
−Removed: 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 $ 559.5 million and $ 503.6 million at April 29, 2023 and April 30, 2022, respectively, were assessed for indicators of impairment.
−Removed: 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.
+Added: 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 .
+Added: Long-lived assets held and used with a carrying amount of $ 552.4 million and $ 555.0 million at July 29, 2023 and July 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 twenty-six weeks ended July 30, 2022, capitalized software.
Thirteen Weeks Ended
+Added: Twenty-Six Weeks Ended
($ thousands)
−Removed: April 29, 2023
−Removed: April 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
+Added: July 29, 2023
+Added: July 30, 2022
Long-Lived Asset Impairment Charges
4 unchanged sentences
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.
−Removed: 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).
+Added: The fair values of the borrowings under revolving credit agreement of $ 244.0 million and $ 348.5 million as of July 29, 2023 and July 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 23.5 % and 25.7 % for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively.
−Removed: 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.
−Removed: 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.
+Added: The Company’s consolidated effective tax rates were 25.6 % and 25.3 % for the thirteen weeks ended July 29, 2023 and July 30, 2022, respectively.
+Added: The Company’s consolidated effective tax rates were 24.5 % and 25.5 % for the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively.
+Added: The lower effective tax rate for the twenty-six weeks ended July 29, 2023 was primarily driven by discrete tax benefits of $ 0.6 million related to the Company’s share-based compensation.
+Added: As of July 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: 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.
+Added: The Company received permission from the oversight authorities to convert the pump and treat system to a passive treatment barrier system and completed the conversion during the second 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.
4 unchanged sentences
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.
−Removed: The cumulative expenditures for both on-site and off-site remediation through April 29, 2023 were $ 33.4 million.
+Added: The cumulative expenditures for both on-site and off-site remediation through July 29, 2023 were $ 33.7 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 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.
−Removed: Of the total $ 9.6 million reserve, $ 4.8 million is for off-site remediation and $ 4.8 million is for on-site remediation.
+Added: The reserve for the anticipated future remediation activities at July 29, 2023 is $ 9.5 million, of which $ 8.5 million is recorded within other liabilities and $ 1.0 million is recorded within other accrued expenses.
+Added: Of the total $ 9.5 million reserve, $ 4.8 million is for on-site remediation and $ 4.7 million is for off-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 $ 13.2 million as of April 29, 2023.
+Added: On an undiscounted basis, the on-site remediation liability would be $ 13.2 million as of July 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.