CALERES INC 10-Q

ITEM 1 FINANCIAL STATEMENTS CALERES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ($ thousands) November 2, 2024 October 28, 2023 February 3, 2024 Assets ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 33,685 ​ $ 34,031 ​ $ 21,358 Receivables, net ​ 176,080 ​ 161,544 ​ 140,400 Inventories, net ​ 585,877 ​ 556,034 ​ 540,674 Income taxes ​ 6,404 ​ 5,065 ​ 14,215 Property and equipment, held for sale ​ ​ 16,777 ​ ​ 16,777 ​ ​ 16,777 Prepaid expenses and other current assets ​ 51,484 ​ 49,422 ​ 55,485 Total current assets ​ 870,307 ​ 822,873 ​ 788,909 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid pension costs ​ 78,799 ​ 87,541 ​ 74,951 Lease right-of-use assets ​ 589,141 ​ 508,736 ​ 528,029 Property and equipment, net ​ 176,428 ​ 167,681 ​ 167,583 Deferred income taxes ​ 4,176 ​ 26 ​ 4,401 Goodwill and intangible assets, net ​ 195,033 ​ 206,275 ​ 203,310 Other assets ​ 42,055 ​ 33,761 ​ 37,563 Total assets ​ $ 1,955,939 ​ $ 1,826,893 ​ $ 1,804,746 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Equity ​ ​ ​ Current liabilities: ​ ​ ​ Borrowings under revolving credit agreement ​ $ 238,500 ​ $ 222,000 ​ $ 182,000 Trade accounts payable ​ 258,258 ​ 257,224 ​ 251,912 Income taxes ​ 18,054 ​ 21,269 ​ 11,222 Lease obligations ​ 117,523 ​ 132,461 ​ 112,764 Other accrued expenses ​ 174,095 ​ 194,967 ​ 185,058 Total current liabilities ​ 806,430 ​ 827,921 ​ 742,956 Other liabilities: ​ ​ ​ Noncurrent lease obligations ​ 506,336 ​ 431,474 ​ 453,097 Income taxes ​ 2,464 ​ 2,464 ​ 2,464 Deferred income taxes ​ 12,683 ​ 19,502 ​ 11,536 Other liabilities ​ 21,720 ​ 25,360 ​ 27,123 Total other liabilities ​ 543,203 ​ 478,800 ​ 494,220 Equity: ​ ​ ​ Common stock ​ 336 ​ 355 ​ 355 Additional paid-in capital ​ 186,924 ​ 181,630 ​ 184,451 Accumulated other comprehensive loss ​ ( 28,779 ) ​ ( 25,596 ) ​ ( 34,504 ) Retained earnings ​ 439,803 ​ 356,993 ​ 410,329 Total Caleres, Inc. shareholders’ equity ​ 598,284 ​ 513,382 ​ 560,631 Noncontrolling interests ​ 8,022 ​ 6,790 ​ 6,939 Total equity ​ 606,306 ​ 520,172 ​ 567,570 Total liabilities and equity ​ $ 1,955,939 ​ $ 1,826,893 ​ $ 1,804,746 ​ See notes to condensed consolidated financial statements. ​ ​ 3 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ Thirteen Weeks Ended Thirty-Nine Weeks Ended ​ ($ thousands, except per share amounts) November 2, 2024 ​ October 28, 2023 ​ November 2, 2024 October 28, 2023 Net sales ​ $ 740,941 ​ $ 761,904 ​ $ 2,083,456 ​ $ 2,120,171 ​ Cost of goods sold ​ 413,981 ​ 421,530 ​ 1,136,522 ​ 1,162,942 ​ Gross profit ​ 326,960 ​ 340,374 ​ 946,934 ​ 957,229 ​ Selling and administrative expenses ​ 268,669 ​ 273,652 ​ 803,355 ​ 789,570 ​ Restructuring and other special charges, net ​ 1,593 ​ 2,304 ​ 1,593 ​ 3,951 ​ Operating earnings ​ 56,698 ​ 64,418 ​ 141,986 ​ 163,708 ​ Interest expense, net ​ ( 2,914 ) ​ ( 4,488 ) ​ ( 10,025 ) ​ ( 15,240 ) ​ Other income, net ​ 34 ​ 1,552 ​ 2,202 ​ 4,660 ​ Earnings before income taxes ​ 53,818 ​ 61,482 ​ 134,163 ​ 153,128 ​ Income tax provision ​ ( 12,699 ) ​ ( 14,467 ) ​ ( 31,973 ) ​ ( 36,956 ) ​ Net earnings ​ 41,119 ​ 47,015 ​ 102,190 ​ 116,172 ​ Net (loss) earnings attributable to noncontrolling interests ​ ( 308 ) ​ 101 ​ ( 135 ) ​ 588 ​ Net earnings attributable to Caleres, Inc. ​ $ 41,427 ​ $ 46,914 ​ $ 102,325 ​ $ 115,584 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per common share attributable to Caleres, Inc. shareholders ​ $ 1.20 ​ $ 1.32 ​ $ 2.93 ​ $ 3.23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per common share attributable to Caleres, Inc. shareholders ​ $ 1.19 ​ $ 1.32 ​ $ 2.92 ​ $ 3.23 ​ ​ See notes to condensed consolidated financial statements. ​ ​ 4 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ Thirteen Weeks Ended Thirty-Nine Weeks Ended ​ ($ thousands) November 2, 2024 October 28, 2023 ​ November 2, 2024 October 28, 2023 Net earnings $ 41,119 ​ $ 47,015 ​ $ 102,190 ​ $ 116,172 ​ Other comprehensive (loss) income ("OCI"), net of tax: ​ ​ ​ ​ ​ Foreign currency translation adjustment ( 506 ) ​ ( 626 ) ​ 2,112 ​ ( 1,054 ) ​ Pension and other postretirement benefits adjustments 1,108 ​ 660 ​ 3,331 ​ 1,980 ​ Other comprehensive income, net of tax 602 ​ 34 ​ 5,443 ​ 926 ​ Comprehensive income 41,721 ​ 47,049 ​ 107,633 ​ 117,098 ​ Comprehensive (loss) income attributable to noncontrolling interests ( 400 ) ​ 201 ​ ( 417 ) ​ 360 ​ Comprehensive income attributable to Caleres, Inc. $ 42,121 ​ $ 46,848 ​ $ 108,050 ​ $ 116,738 ​ ​ See notes to condensed consolidated financial statements. ​ ​ 5 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ Thirty-Nine Weeks Ended ($ thousands) November 2, 2024 October 28, 2023 Operating Activities ​ ​ Net earnings $ 102,190 ​ $ 116,172 Adjustments to reconcile net earnings to net cash provided by operating activities: ​ ​ Depreciation 29,456 ​ 25,575 Amortization of capitalized software 3,939 ​ 3,713 Amortization of intangible assets 8,277 ​ 9,117 Amortization of debt issuance costs and debt discount 305 ​ 305 Share-based compensation expense 11,293 ​ 10,924 Loss on disposal of property and equipment 74 ​ 1,121 Impairment charges for property, equipment, and lease right-of-use assets 1,340 ​ 589 Adjustment to expected credit losses ​ ( 279 ) ​ ​ 1,053 Deferred income taxes 1,372 ​ 501 Changes in operating assets and liabilities: ​ ​ ​ Receivables ( 35,556 ) ​ ( 29,794 ) Inventories ( 45,879 ) ​ 23,769 Prepaid expenses and other current and noncurrent assets ( 3,350 ) ​ ( 8,414 ) Trade accounts payable 6,499 ​ 27,491 Accrued expenses and other liabilities ( 21,204 ) ​ ( 45,727 ) Income taxes, net 14,670 ​ 20,759 Other, net 2,708 ​ 29 Net cash provided by operating activities 75,855 ​ 157,183 ​ ​ ​ ​ ​ ​ Investing Activities ​ Purchases of property and equipment ( 38,410 ) ​ ( 33,976 ) Capitalized software ( 1,918 ) ​ ( 3,404 ) Net cash used for investing activities ( 40,328 ) ​ ( 37,380 ) ​ ​ ​ ​ ​ ​ Financing Activities ​ Borrowings under revolving credit agreement 537,368 ​ 365,000 Repayments under revolving credit agreement ( 480,868 ) ​ ( 450,500 ) Dividends paid ( 7,342 ) ​ ( 7,483 ) Acquisition of treasury stock ( 65,039 ) ​ ( 17,445 ) Issuance of common stock under share-based plans, net ( 8,820 ) ​ ( 10,035 ) Contributions by noncontrolling interests 1,500 ​ 1,000 Net cash used for financing activities ( 23,201 ) ​ ( 119,463 ) Effect of exchange rate changes on cash and cash equivalents 1 ​ ( 9 ) Increase in cash and cash equivalents 12,327 ​ 331 Cash and cash equivalents at beginning of period 21,358 ​ 33,700 Cash and cash equivalents at end of period $ 33,685 ​ $ 34,031 ​ See notes to condensed consolidated financial statements. ​ ​ 6 Table of Contents CALERES, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Caleres, Inc. ​ ​ ​ ​ ​ (Unaudited) ​ Common Stock ​ Additional ​ Comprehensive ​ Retained ​ Shareholders’ ​ Noncontrolling ​ ​ ​ ($ thousands, except number of shares and per share amounts) Shares Dollars Paid-In Capital Loss Earnings Equity Interests Total Equity BALANCE AUGUST 3, 2024 35,135,870 ​ $ 351 ​ $ 183,922 ​ $ ( 29,473 ) ​ $ 451,262 ​ $ 606,062 ​ $ 7,422 ​ $ 613,484 Net earnings (loss) ​ ​ ​ ​ ​ ​ ​ ​ 41,427 ​ 41,427 ​ ( 308 ) ​ 41,119 Foreign currency translation adjustment ​ ​ ​ ​ ​ ​ ( 414 ) ​ ​ ( 414 ) ​ ( 92 ) ​ ( 506 ) Pension and other postretirement benefits adjustments, net of tax of $ 383 ​ ​ ​ ​ ​ ​ 1,108 ​ ​ 1,108 ​ ​ 1,108 Comprehensive income (loss) ​ ​ ​ ​ ​ ​ 694 ​ 41,427 ​ 42,121 ​ ( 400 ) ​ 41,721 Contributions by noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 1,000 ​ ​ 1,000 Dividends ($ 0.07 per share) ​ ​ ​ ​ ​ ​ ​ ( 2,443 ) ​ ( 2,443 ) ​ ​ ( 2,443 ) Acquisition of treasury stock ( 1,522,324 ) ​ ( 15 ) ​ ​ ​ ​ ​ ( 50,443 ) ​ ( 50,458 ) ​ ​ ( 50,458 ) Issuance of common stock under share-based plans, net 20,699 ​ 0 ​ ( 363 ) ​ ​ ​ ​ ​ ( 363 ) ​ ​ ( 363 ) Share-based compensation expense ​ ​ ​ ​ 3,365 ​ ​ ​ 3,365 ​ ​ 3,365 BALANCE NOVEMBER 2, 2024 33,634,245 ​ $ 336 ​ $ 186,924 ​ $ ( 28,779 ) ​ $ 439,803 ​ $ 598,284 ​ $ 8,022 ​ $ 606,306 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BALANCE JULY 29, 2023 35,540,093 ​ $ 355 ​ $ 177,602 ​ $ ( 25,530 ) ​ $ 312,565 ​ $ 464,992 ​ $ 6,589 ​ $ 471,581 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 46,914 ​ 46,914 ​ 101 ​ 47,015 Foreign currency translation adjustment ​ ​ ​ ​ ​ ​ ( 726 ) ​ ​ ( 726 ) ​ 100 ​ ( 626 ) Pension and other postretirement benefits adjustments, net of tax of $ 228 ​ ​ ​ ​ ​ ​ 660 ​ ​ ​ 660 ​ ​ ​ 660 Comprehensive (loss) income ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 66 ) ​ ​ 46,914 ​ ​ 46,848 ​ ​ 201 ​ 47,049 Dividends ($ 0.07 per share) ​ ​ ​ ​ ​ ​ ​ ​ ( 2,486 ) ​ ( 2,486 ) ​ ​ ​ ( 2,486 ) Issuance of common stock under share-based plans, net 3,365 ​ 0 ​ ( 25 ) ​ ​ ​ ​ ​ ( 25 ) ​ ​ ( 25 ) Share-based compensation expense ​ ​ ​ ​ 4,053 ​ ​ ​ 4,053 ​ ​ 4,053 BALANCE OCTOBER 28, 2023 35,543,458 ​ $ 355 ​ $ 181,630 ​ $ ( 25,596 ) ​ $ 356,993 ​ $ 513,382 ​ $ 6,790 ​ $ 520,172 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Total Caleres, Inc. ​ ​ ​ ​ ​ (Unaudited) ​ Common Stock ​ Additional ​ Comprehensive ​ Retained ​ Shareholders’ ​ Noncontrolling ​ ​ ​ ($ thousands, except number of shares and per share amounts) Shares Dollars Paid-In Capital Loss Earnings Equity Interests Total Equity BALANCE FEBRUARY 3, 2024 35,490,019 ​ $ 355 ​ $ 184,451 ​ $ ( 34,504 ) ​ $ 410,329 ​ $ 560,631 ​ $ 6,939 ​ $ 567,570 Net earnings (loss) ​ ​ ​ ​ ​ 102,325 ​ 102,325 ​ ( 135 ) ​ 102,190 Foreign currency translation adjustment ​ ​ ​ 2,394 ​ ​ 2,394 ​ ( 282 ) ​ 2,112 Pension and other postretirement benefits adjustments, net of tax of $ 1,154 ​ ​ ​ 3,331 ​ ​ 3,331 ​ ​ ​ 3,331 Comprehensive income (loss) ​ ​ ​ 5,725 ​ 102,325 ​ 108,050 ​ ( 417 ) ​ 107,633 Contributions by noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 1,500 ​ ​ 1,500 Dividends ($ 0.21 per share) ​ ​ ​ ​ ( 7,342 ) ​ ( 7,342 ) ​ ​ ( 7,342 ) Acquisition of treasury stock ( 1,938,324 ) ​ ( 19 ) ​ ​ ​ ​ ( 65,509 ) ​ ( 65,528 ) ​ ​ ( 65,528 ) Issuance of common stock under share-based plans, net 82,550 ​ 0 ​ ( 8,820 ) ​ ​ ​ ( 8,820 ) ​ ​ ( 8,820 ) Share-based compensation expense ​ ​ 11,293 ​ ​ ​ 11,293 ​ ​ 11,293 BALANCE NOVEMBER 2, 2024 33,634,245 ​ $ 336 ​ $ 186,924 ​ $ ( 28,779 ) ​ $ 439,803 ​ $ 598,284 ​ $ 8,022 ​ $ 606,306 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BALANCE JANUARY 28, 2023 35,715,752 ​ $ 357 ​ $ 180,747 ​ $ ( 26,750 ) ​ $ 266,329 ​ $ 420,683 ​ $ 5,430 ​ $ 426,113 Net earnings ​ ​ ​ ​ ​ 115,584 ​ 115,584 ​ 588 ​ 116,172 Foreign currency translation adjustment ​ ​ ​ ( 826 ) ​ ​ ( 826 ) ​ ( 228 ) ​ ( 1,054 ) Pension and other postretirement benefits adjustments, net of tax of $ 684 ​ ​ ​ 1,980 ​ ​ 1,980 ​ ​ ​ 1,980 Comprehensive income ​ ​ ​ 1,154 ​ 115,584 ​ 116,738 ​ 360 ​ 117,098 Contributions by noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 1,000 ​ ​ 1,000 Dividends ($ 0.21 per share) ​ ​ ​ ​ ( 7,483 ) ​ ( 7,483 ) ​ ​ ( 7,483 ) Acquisition of treasury stock ( 763,000 ) ​ ( 8 ) ​ ​ ​ ​ ( 17,437 ) ​ ( 17,445 ) ​ ​ ( 17,445 ) Issuance of common stock under share-based plans, net 590,706 ​ 6 ​ ( 10,041 ) ​ ​ ​ ( 10,035 ) ​ ​ ( 10,035 ) Share-based compensation expense ​ ​ 10,924 ​ ​ ​ 10,924 ​ ​ 10,924 BALANCE OCTOBER 28, 2023 35,543,458 ​ $ 355 ​ $ 181,630 ​ $ ( 25,596 ) ​ $ 356,993 ​ $ 513,382 ​ $ 6,790 ​ $ 520,172 ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to condensed consolidated financial statements. ​ ​ 7 Table of Contents CALERES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 Basis of Presentation and General Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations, comprehensive income and cash flows of Caleres, Inc. ("the Company"). These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company’s consolidated financial position, results of operations, comprehensive income and cash flows in conformity with accounting principles generally accepted in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions. ​ The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales. Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, the Company 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. 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 February 3, 2024. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. ​ Noncontrolling Interests Noncontrolling interests in the Company’s condensed consolidated financial statements result from the accounting for noncontrolling interests in partially-owned consolidated subsidiaries or affiliates. In 2019, the Company entered into a joint venture with Brand Investment Holding Limited (“Brand Investment Holding”), a member of the Gemkell Group, to sell Sam Edelman, Naturalizer and other branded footwear in China. The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions (“CLT”). During the thirteen and thirty-nine weeks ended November 2, 2024, capital contributions of $ 2.0 million and $ 3.0 million, respectively, were made to CLT, including $ 1.0 million and $ 1.5 million, respectively, received from Brand Investment Holding. During the thirty-nine weeks ended October 28, 2023, capital contributions of $ 2.0 million were made to CLT, including $ 1.0 million received from Brand Investment Holding. Net sales and operating (loss) earnings of CLT for the periods ended November 2, 2024 and October 28, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Thirty-Nine Weeks Ended ($ thousands) November 2, 2024 October 28, 2023 ​ November 2, 2024 October 28, 2023 Net sales ​ $ 6,964 ​ $ 6,810 ​ $ 22,784 ​ $ 19,675 Operating (loss) earnings ​ ( 750 ) ​ 229 ​ ( 363 ) ​ 1,327 ​ The Company consolidates CLT into its condensed consolidated financial statements on a one-month lag. Net (loss) earnings attributable to noncontrolling interests represents the share of net earnings that is attributable to Brand Investment Holding. Transactions between the Company and the joint venture have been eliminated in the condensed consolidated financial statements. Supplier Finance Program The Company facilitates a voluntary supplier 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. 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. The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financial ​ 8 Table of Contents institutions. 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. As of November 2, 2024 and October 28, 2023, the Company had $ 17.2 million and $ 25.0 million, respectively, of accounts payable subject to the Program arrangements. ​ P roperty and Equipment, Held for Sale The Company continues to actively market for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri and, as of November 2, 2024, was engaged in discussions with a few potential buyers. The Company expects the Campus to qualify as a completed sale within the next year. Accordingly, the Campus, primarily consisting of land and buildings, has been classified as property and equipment, held for sale on the condensed consolidated balance sheet as of November 2, 2024 within the Eliminations and Other category. The Company evaluated the Campus asset group for impairment and determined that no indicators were present as of November 2, 2024. ​ Enterprise Resource Planning (“ERP”) Implementation The Company is in the process of a multi-year cloud-based ERP implementation. The wholesale and financial modules of the implementation went live in the second quarter of 2024. Other assets on the condensed consolidated balance sheets includes $ 20.3 million and $ 8.8 million as of November 2, 2024 and October 28, 2023, respectively, for capitalized costs associated with this implementation. ​ Note 2 Impact of New Accounting Pronouncements Impact of Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosures by disclosing significant segment expenses that are regularly provided to the chief operating decision maker. The ASU is effective for the Company’s annual disclosures for fiscal year 2024 and for interim periods beginning with the first quarter of 2025. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures. ​ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU expands the income tax disclosure requirements, principally related to the rate reconciliation table and income taxes paid by jurisdiction. ASU 2023-09 is effective for the Company on a prospective basis in fiscal year 2025, with the option to apply the standard retrospectively, and early adoption is permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures. ​ In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses . The ASU requires new financial statement disclosures in a tabular format, disaggregating information about certain income expenses. The ASU is effective for the Company on a prospective basis for the Company’s annual disclosures for fiscal year 2027 and for interim periods beginning with the first quarter of 2028. Early adoption and retrospective application is permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statement disclosures. ​ ​ ​ ​ ​ 9 Table of Contents N ote 3 Revenues Disaggregation of Revenues The following table disaggregates revenue by segment and major source for the periods ended November 2, 2024 and October 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended November 2, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 365,717 ​ $ 18,619 ​ $ — ​ $ 384,336 E-commerce - Company websites (1) ​ 61,954 ​ 56,954 ​ — ​ 118,908 E-commerce - wholesale drop-ship (1) ​ — ​ 34,060 ​ ( 1,728 ) ​ 32,332 Total direct-to-consumer sales ​ ​ 427,671 ​ ​ 109,633 ​ ​ ( 1,728 ) ​ ​ 535,576 Wholesale - e-commerce (1) ​ — ​ 75,515 ​ — ​ 75,515 Wholesale - landed ​ — ​ 121,011 ​ ( 8,531 ) ​ 112,480 Wholesale - first cost ​ — ​ 14,247 ​ — ​ 14,247 Licensing and royalty ​ 467 ​ 2,519 ​ — ​ 2,986 Other (2) ​ 126 ​ 11 ​ — ​ 137 Net sales ​ $ 428,264 ​ $ 322,936 ​ $ ( 10,259 ) ​ $ 740,941 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended October 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 388,764 ​ $ 17,126 ​ $ — ​ $ 405,890 E-commerce - Company websites (1) ​ 60,276 ​ 56,204 ​ — ​ 116,480 E-commerce - wholesale drop-ship (1) ​ ​ — ​ 34,151 ​ ( 1,720 ) ​ ​ 32,431 Total direct-to-consumer sales ​ ​ 449,040 ​ ​ 107,481 ​ ​ ( 1,720 ) ​ ​ 554,801 Wholesale - e-commerce (1) ​ — ​ 72,424 ​ — ​ 72,424 Wholesale - landed ​ — ​ 121,893 ​ ( 6,924 ) ​ 114,969 Wholesale - first cost ​ — ​ 16,332 ​ — ​ 16,332 Licensing and royalty ​ 612 ​ 2,627 ​ — ​ 3,239 Other (2) ​ 121 ​ 18 ​ — ​ 139 Net sales ​ $ 449,773 ​ $ 320,775 ​ $ ( 8,644 ) ​ $ 761,904 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Nine Weeks Ended November 2, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 1,040,313 ​ $ 53,297 ​ $ — ​ $ 1,093,610 E-commerce - Company websites (1) ​ 156,059 ​ 168,502 ​ — ​ 324,561 E-commerce - wholesale drop-ship (1) ​ — ​ 87,965 ​ ( 4,090 ) ​ 83,875 Total direct-to-consumer sales ​ ​ 1,196,372 ​ ​ 309,764 ​ ​ ( 4,090 ) ​ ​ 1,502,046 Wholesale - e-commerce (1) ​ — ​ 194,818 ​ — ​ 194,818 Wholesale - landed ​ — ​ 360,680 ​ ( 36,203 ) ​ 324,477 Wholesale - first cost ​ — ​ 52,580 ​ — ​ 52,580 Licensing and royalty ​ 1,365 ​ 7,747 ​ — ​ 9,112 Other (2) ​ 368 ​ 55 ​ — ​ 423 Net sales ​ $ 1,198,105 ​ $ 925,644 ​ $ ( 40,293 ) ​ $ 2,083,456 ​ 10 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Nine Weeks Ended October 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 1,065,448 ​ $ 50,323 ​ $ — ​ $ 1,115,771 E-commerce - Company websites (1) ​ 145,585 ​ 163,088 ​ — ​ 308,673 E-commerce - wholesale drop-ship (1) ​ — ​ 97,565 ​ ( 4,119 ) ​ 93,446 Total direct-to-consumer sales ​ ​ 1,211,033 ​ ​ 310,976 ​ ​ ( 4,119 ) ​ ​ 1,517,890 Wholesale - e-commerce (1) ​ — ​ 181,980 ​ — ​ 181,980 Wholesale - landed ​ — ​ 377,033 ​ ( 36,043 ) ​ 340,990 Wholesale - first cost ​ — ​ 67,940 ​ — ​ 67,940 Licensing and royalty ​ 1,775 ​ 9,193 ​ — ​ 10,968 Other (2) ​ 361 ​ 42 ​ — ​ 403 Net sales ​ $ 1,213,169 ​ $ 947,164 ​ $ ( 40,162 ) ​ $ 2,120,171 ​ (1) Collectively referred to as "e-commerce" in the narrative below (2) Includes breakage revenue from unredeemed gift cards, which is recognized during the 24-month period following the sale of the gift cards according to the Company’s historical redemption patterns. Retail stores 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. The Company records a returns reserve and a corresponding return asset for expected returns of merchandise. Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include two performance obligations: the sale of merchandise and the delivery of points that may be converted to savings certificates and redeemed for future purchases. The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price. The stand-alone selling price for the points is estimated using the retail value of the merchandise earned, adjusted for estimated breakage based upon historical redemption patterns. The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired. E-commerce The Company generates revenue from sales on websites maintained by the Company that are shipped from the Company’s distribution centers or retail stores directly to the consumer, or picked up directly by the consumer from the Company’s stores (“e-commerce – Company websites”); sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship basis (“e-commerce – wholesale drop ship”); and other e-commerce sales (“wholesale – e-commerce”), collectively referred to as "e-commerce". The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer. Landed wholesale Landed sales are wholesale sales in which the Company obtains title to the footwear from the overseas suppliers and maintains title until the merchandise is shipped 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. 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. 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. ​ 11 Table of Contents Licensing and royalty The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company’s symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee’s sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates. The Company also licenses its Famous Footwear trade name and logo to a third-party financial institution to offer Famous Footwear-branded credit cards to its consumers. The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time the credit card is used. Contract Balances Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations. Information about significant balances from contracts with customers is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) November 2, 2024 October 28, 2023 February 3, 2024 Customer allowances and discounts ​ $ 22,989 ​ $ 23,849 ​ $ 21,497 Loyalty programs liability ​ 8,061 ​ 13,770 ​ 11,457 Returns reserve ​ 15,771 ​ 14,609 ​ 10,586 Gift card liability ​ 5,550 ​ 5,664 ​ 6,385 ​ Changes in contract balances with customers generally reflect differences in relative sales volume for the periods presented. In addition, during the thirty-nine weeks ended November 2, 2024, the loyalty programs liability increased $ 24.0 million due to points and material rights earned on purchases and decreased $ 27.4 million due to expirations and redemptions. During 2023, the Company modified its Famous Footwear Rewards loyalty program. Under the modified program, points and savings certificates have a shorter time period to be either utilized or expired, which has resulted in a lower liability as of November 2, 2024. During the thirty-nine weeks ended October 28, 2023, the loyalty programs liability increased $ 41.9 million due to points and material rights earned on purchases and decreased $ 45.9 million due to expirations and redemptions. 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. ​ The Company estimates and records an expected lifetime credit loss on accounts receivable by utilizing credit ratings and other customer-related information, as well as historical loss experience. The following table summarizes the activity in the Company’s allowance for expected credit losses during the thirty-nine weeks ended November 2, 2024 and October 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Nine Weeks Ended ($ thousands) November 2, 2024 October 28, 2023 Balance, beginning of period ​ $ 8,820 ​ $ 8,903 Adjustment for expected credit losses ​ ​ ( 279 ) ​ ​ 1,053 Uncollectible accounts written off, net of recoveries ​ ​ 295 ​ ​ 18 Balance, end of period ​ $ 8,836 ​ $ 9,974 ​ ​ ​ ​ ​ Note 4 Earnings Per Share The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of ​ 12 Table of Contents the Company. The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc. shareholders for the periods ended November 2, 2024 and October 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Thirty-Nine Weeks Ended ​ ($ thousands, except per share amounts) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NUMERATOR ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings ​ $ 41,119 ​ $ 47,015 ​ $ 102,190 ​ $ 116,172 ​ Net loss (earnings) attributable to noncontrolling interests ​ 308 ​ ( 101 ) ​ 135 ​ ( 588 ) ​ Net earnings attributable to Caleres, Inc. ​ $ 41,427 ​ $ 46,914 ​ $ 102,325 ​ $ 115,584 ​ Net earnings allocated to participating securities ​ ( 1,417 ) ​ ( 2,121 ) ​ ( 3,721 ) ​ ( 5,103 ) ​ Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities ​ $ 40,010 ​ $ 44,793 ​ $ 98,604 ​ $ 110,481 ​ ​ ​ ​ ​ ​ ​ DENOMINATOR ​ ​ ​ ​ ​ Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders ​ 33,435 ​ 33,933 ​ 33,704 ​ 34,206 ​ Dilutive effect of share-based awards ​ 106 ​ — ​ 106 ​ — ​ Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders ​ 33,541 ​ 33,933 ​ 33,810 ​ 34,206 ​ ​ ​ ​ ​ ​ ​ Basic earnings per common share attributable to Caleres, Inc. shareholders ​ $ 1.20 ​ $ 1.32 ​ $ 2.93 ​ $ 3.23 ​ ​ ​ ​ ​ ​ ​ Diluted earnings per common share attributable to Caleres, Inc. shareholders ​ $ 1.19 ​ $ 1.32 ​ $ 2.92 ​ $ 3.23 ​ ​ As further discussed in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds , the Company has a publicly announced share repurchase program. The Company repurchased 1,522,324 and 1,938,324 shares under this program during the thirteen and thirty-nine weeks ended November 2, 2024, respectively. The Company did not repurchase any shares under the program during the thirteen weeks ended October 28, 2023 and repurchased 763,000 shares during thirty-nine weeks ended October 28, 2023. ​ Under the provisions of the Inflation Reduction Act of 2022 (“Inflation Reduction Act”), a 1% excise tax is imposed on repurchases of common stock beginning on January 1, 2023. Excise taxes incurred on share repurchases are incremental costs to purchase the stock, and accordingly, are included in the total cost basis of the common stock acquired and reflected as a reduction of shareholders’ equity within retained earnings in the condensed consolidated statements of shareholders’ equity. Excise taxes of $ 0.5 million are due on the Company’s share repurchases during the thirty-nine weeks ended November 2, 2024. An immaterial amount of excise taxes were due on share repurchases during the thirty-nine weeks ended October 28, 2023. ​ ​ Note 5 Restructuring and Other Special Charges The Company incurred costs of approximately $ 1.6 million ($ 1.2 million on an after-tax basis) during the thirteen and thirty-nine weeks ended November 2, 2024 related to restructuring costs, primarily severance. Of the approximately $ 1.6 million in charges presented in restructuring and other special charges on the condensed consolidated statements of earnings for the thirteen and thirty-nine weeks ended November 2, 2024, $ 1.1 million is reflected in the Brand Portfolio segment, $ 0.3 million is reflected within the Eliminations and Other category, and $ 0.2 million is reflected in the Famous Footwear segment. ​ The Company incurred costs of approximately $ 2.3 million ($ 1.7 million on an after-tax basis, or $ 0.05 per diluted share) and $ 3.9 million ($ 2.9 million on an after-tax basis, or $ 0.08 per diluted share) during the thirteen and thirty-nine weeks ended October 28, 2023, respectively, related to its expense reduction initiatives. The costs were primarily for severance related to organizational changes in the Famous Footwear segment and the Company’s corporate office, as well as severance and other costs to integrate the Blowfish Malibu office and information systems into the St. Louis corporate headquarters infrastructure. Of the approximately $ 2.3 million presented in restructuring and other special charges on the condensed consolidated statements of earnings for the thirteen weeks ended October 28, 2023, $ 1.2 million is reflected ​ 13 Table of Contents in the Famous Footwear segment, $ 0.8 million is reflected in the Brand Portfolio segment and $ 0.3 million is reflected within the Eliminations and Other category. Of the approximately $ 3.9 million presented in restructuring and other special charges on the condensed consolidated statements of earnings for the thirty-nine weeks ended October 28, 2023, $ 1.7 million is reflected in the Brand Portfolio segment, $ 1.3 million is reflected in the Famous Footwear segment and $ 0.9 million is reflected within the Eliminations and Other category. ​ As of November 2, 2024 and October 28, 2023, restructuring reserves of $ 1.4 million and $ 2.6 million, respectively, were included in other accrued expenses on the condensed consolidated balance sheets. ​ Note 6 Business Segment Information Following is a summary of certain key financial measures for the Company’s business segments for the periods ended November 2, 2024 and October 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Famous ​ Brand ​ Eliminations ​ ​ ​ ($ thousands) Footwear Portfolio and Other Total Thirteen Weeks Ended November 2, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 428,264 ​ $ 322,936 ​ $ ( 10,259 ) ​ $ 740,941 Intersegment sales (1) ​ — ​ ​ 10,259 ​ ​ — ​ 10,259 Operating earnings (loss) ​ 29,568 ​ 34,052 ​ ( 6,922 ) ​ 56,698 Segment assets ​ 907,461 ​ 882,054 ​ 166,424 ​ 1,955,939 ​ ​ ​ ​ ​ Thirteen Weeks Ended October 28, 2023 ​ ​ ​ ​ Net sales ​ $ 449,773 ​ $ 320,775 ​ $ ( 8,644 ) ​ $ 761,904 Intersegment sales (1) ​ — ​ 8,644 ​ — ​ 8,644 Operating earnings (loss) ​ 46,600 ​ 38,211 ​ ( 20,393 ) ​ 64,418 Segment assets ​ 828,691 ​ 834,645 ​ 163,557 ​ 1,826,893 ​ ​ ​ ​ ​ Thirty-Nine Weeks Ended November 2, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,198,105 ​ $ 925,644 ​ $ ( 40,293 ) ​ $ 2,083,456 Intersegment sales (1) ​ — ​ 40,293 ​ — ​ 40,293 Operating earnings (loss) ​ 80,808 ​ 99,097 ​ ( 37,919 ) ​ 141,986 ​ ​ ​ ​ ​ Thirty-Nine Weeks Ended October 28, 2023 ​ ​ ​ ​ Net sales ​ $ 1,213,169 ​ $ 947,164 ​ $ ( 40,162 ) ​ $ 2,120,171 Intersegment sales (1) ​ — ​ 40,162 ​ — ​ 40,162 Operating earnings (loss) ​ 104,286 ​ 107,708 ​ ( 48,286 ) ​ 163,708 (1) Included in net sales in the Brand Portfolio segment and eliminated in the Eliminations and Other category. The Eliminations and Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments, as well as the elimination of intersegment sales and profit. Following is a reconciliation of operating earnings to earnings before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Thirty-Nine Weeks Ended ​ ($ thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023 Operating earnings ​ $ 56,698 ​ $ 64,418 ​ $ 141,986 ​ $ 163,708 ​ Interest expense, net ​ ( 2,914 ) ​ ( 4,488 ) ​ ( 10,025 ) ​ ( 15,240 ) ​ Other income, net ​ 34 ​ 1,552 ​ 2,202 ​ 4,660 ​ Earnings before income taxes ​ $ 53,818 ​ $ 61,482 ​ $ 134,163 ​ $ 153,128 ​ ​ ​ ​ 14 Table of Contents Note 7 Inventories ​ ​ ​ The Company’s net inventory balance was comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) November 2, 2024 October 28, 2023 February 3, 2024 Raw materials ​ $ 14,027 ​ $ 14,381 ​ $ 14,198 Work-in-process ​ 599 ​ 628 ​ 665 Finished goods ​ 571,251 ​ 541,025 ​ 525,811 Inventories, net (1) ​ $ 585,877 ​ $ 556,034 ​ $ 540,674 (1) Net of adjustment to last-in, first-out cost of $ 8.9 million, $ 7.7 million and $ 10.3 million as of November 2, 2024, October 28, 2023 and February 3, 2024, respectively. ​ ​ ​ Note 8 Goodwill and Intangible Assets Goodwill and intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) November 2, 2024 October 28, 2023 February 3, 2024 Intangible Assets ​ ​ ​ Famous Footwear ​ $ 2,800 ​ $ 2,800 ​ $ 2,800 Brand Portfolio (1) ​ 342,083 ​ 342,083 ​ 342,083 Total intangible assets ​ 344,883 ​ 344,883 ​ 344,883 Accumulated amortization ​ ( 154,806 ) ​ ( 143,564 ) ​ ( 146,529 ) Total intangible assets, net ​ 190,077 ​ 201,319 ​ 198,354 Goodwill ​ ​ ​ Brand Portfolio (2) ​ 4,956 ​ 4,956 ​ 4,956 Total goodwill ​ 4,956 ​ 4,956 ​ 4,956 Goodwill and intangible assets, net ​ $ 195,033 ​ $ 206,275 ​ $ 203,310 (1) The carrying amount of intangible assets as of November 2, 2024, October 28, 2023 and February 3, 2024 is presented net of accumulated impairment charges of $ 106.2 million. (2) The carrying amount of goodwill as of November 2, 2024, October 28, 2023 and February 3, 2024 is presented net of accumulated impairment charges of $ 415.7 million. ​ ​ 15 Table of Contents The Company’s intangible assets as of November 2, 2024, October 28, 2023 and February 3, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) November 2, 2024 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 138,237 ​ $ 10,200 ​ $ 151,051 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 16,569 4,005 23,626 ​ ​ ​ ​ $ 451,088 ​ $ 154,806 ​ $ 106,205 ​ $ 190,077 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 28, 2023 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 128,592 ​ $ 10,200 ​ $ 160,696 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 14,972 4,005 25,223 ​ ​ ​ ​ $ 451,088 ​ $ 143,564 ​ $ 106,205 ​ $ 201,319 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 3, 2024 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 131,677 ​ $ 10,200 ​ $ 157,611 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 14,852 4,005 25,343 ​ ​ ​ ​ $ 451,088 ​ $ 146,529 ​ $ 106,205 ​ $ 198,354 ​ Amortization expense related to intangible assets was $ 2.8 million and $ 3.0 million for the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively, and $ 8.3 million and $ 9.1 million for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively. The Company estimates that amortization expense related to intangible assets will be approximately $ 11.0 million in 2024, 2025 , and 2026 , $ 10.9 million in 2027 and $ 10.7 million in 2028. Goodwill is tested for impairment as of the first day of the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test. The Company recorded no goodwill impairment charges during the thirty-nine weeks ended November 2, 2024 or October 28, 2023. Indefinite-lived intangible assets are tested for impairment as of the first day of the fourth quarter of each fiscal year unless events or circumstances indicate an interim test is required. The Company recorded no impairment charges for indefinite-lived intangible assets during the thirty-nine weeks ended November 2, 2024 or October 28, 2023. Note 9 Leases The Company leases all of its retail locations, a manufacturing facility, and certain office locations, distribution centers and equipment. At contract inception, leases are evaluated and classified as either operating or finance leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. The Company regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable. After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment ​ 16 Table of Contents 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. 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. During the thirty-nine weeks ended November 2, 2024, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 166.0 million on the condensed consolidated balance sheets. As of November 2, 2024, the Company has entered into lease commitments for four retail locations for which the leases have not yet commenced. The Company anticipates that two leases will begin in the current fiscal year, one will begin in fiscal 2025 and one will begin in fiscal 2026. Upon commencement, right-of-use assets and lease liabilities of approximately $ 2.0 million will be recorded in the current fiscal year, $ 0.7 million will be recorded in fiscal 2025 and $ 1.0 million will be recorded in fiscal 2026 on the condensed consolidated balance sheets. The components of lease expense for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ($ thousands) ​ November 2, 2024 October 28, 2023 Operating lease expense $ 40,773 $ 39,308 Variable lease expense ​ 10,490 ​ 10,404 Short-term lease expense ​ 233 ​ 727 Total lease expense ​ $ 51,496 ​ $ 50,439 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Nine Weeks Ended ($ thousands) ​ November 2, 2024 October 28, 2023 Operating lease expense $ 121,046 $ 117,241 Variable lease expense ​ 32,096 ​ 32,154 Short-term lease expense ​ 902 ​ 2,157 Total lease expense ​ $ 154,044 ​ $ 151,552 ​ During the thirty-nine weeks ended November 2, 2024 and October 28, 2023, the Company paid cash for lease liabilities of $ 126.4 million and $ 124.7 million, respectively. ​ ​ Note 10 Financing Arrangements Credit Agreement The Company maintains a revolving credit facility for working capital needs. The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC, 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. 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. 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. There is an unused ​ 17 Table of Contents line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit. The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, if excess availability falls below the greater of 10.0 % of the Loan Cap and $ 40.0 million for three consecutive business days, and the fixed charge coverage ratio is less than 1.25 to 1.0, the Company would be in default under the Credit Agreement and certain additional covenants would be triggered. The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect. If an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of November 2, 2024. At November 2, 2024, the Company had $ 238.5 million of borrowings outstanding and $ 9.4 million in letters of credit outstanding under the Credit Agreement. Total additional borrowing availability was $ 252.1 million as of November 2, 2024. As further discussed in Note 4 to the condensed consolidated financial statements, the Company repurchased approximately 1.5 million shares of common stock during the thirteen weeks ended November 2, 2024 at a total cost of approximately $ 50.0 million, excluding the cost of broker commissions and excise taxes due under the Inflation Reduction Act. Borrowings under the revolving credit agreement were used to repurchase these shares of common stock. ​ ​ 18 Table of Contents Note 11 Shareholders’ Equity Accumulated Other Comprehensive Loss The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended November 2, 2024 and October 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension and ​ Accumulated ​ ​ Foreign ​ Other ​ Other ​ ​ Currency ​ Postretirement ​ Comprehensive ($ thousands) ​ Translation ​ Transactions (1) ​ (Loss) Income Balance at August 3, 2024 ​ $ 1,710 ​ $ ( 31,183 ) ​ $ ( 29,473 ) Other comprehensive loss before reclassifications ​ ​ ( 414 ) ​ ​ — ​ ​ ( 414 ) Reclassifications: ​ ​ ​ ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ ​ — ​ ​ 1,491 ​ ​ 1,491 Tax benefit ​ — ​ ( 383 ) ​ ( 383 ) Net reclassifications ​ — ​ 1,108 ​ 1,108 Other comprehensive (loss) income ​ ( 414 ) ​ 1,108 ​ 694 Balance at November 2, 2024 ​ $ 1,296 ​ $ ( 30,075 ) ​ $ ( 28,779 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at July 29, 2023 ​ $ ( 1,313 ) ​ $ ( 24,217 ) ​ $ ( 25,530 ) Other comprehensive loss before reclassifications ​ ( 726 ) ​ — ​ ( 726 ) Reclassifications: ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 888 ​ 888 Tax benefit ​ — ​ ( 228 ) ​ ( 228 ) Net reclassifications ​ — ​ 660 ​ 660 Other comprehensive (loss) income ​ ( 726 ) ​ 660 ​ ( 66 ) Balance at October 28, 2023 ​ $ ( 2,039 ) ​ $ ( 23,557 ) ​ $ ( 25,596 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at February 3, 2024 ​ $ ( 1,098 ) ​ $ ( 33,406 ) ​ $ ( 34,504 ) Other comprehensive income before reclassifications ​ 2,394 ​ — ​ 2,394 Reclassifications: ​ ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 4,485 ​ 4,485 Tax benefit ​ — ​ ( 1,154 ) ​ ( 1,154 ) Net reclassifications ​ — ​ 3,331 ​ 3,331 Other comprehensive income ​ 2,394 ​ 3,331 ​ 5,725 Balance at November 2, 2024 ​ $ 1,296 ​ $ ( 30,075 ) ​ $ ( 28,779 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at January 28, 2023 ​ $ ( 1,213 ) ​ $ ( 25,537 ) ​ $ ( 26,750 ) Other comprehensive loss before reclassifications ​ ( 826 ) ​ — ​ ( 826 ) Reclassifications: ​ ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 2,664 ​ 2,664 Tax benefit ​ — ​ ( 684 ) ​ ( 684 ) Net reclassifications ​ — ​ 1,980 ​ 1,980 Other comprehensive (loss) income ​ ( 826 ) ​ 1,980 ​ 1,154 Balance at October 28, 2023 ​ $ ( 2,039 ) ​ $ ( 23,557 ) ​ $ ( 25,596 ) (1) Amounts reclassified are included in other income, net. Refer to Note 13 to the condensed consolidated financial statements for additional information related to pension and other postretirement benefits. ​ Note 12 Share-Based Compensation The Company recognized share-based compensation expense of $ 3.4 million and $ 4.1 million during the thirteen weeks and $ 11.3 million and $ 10.9 million during the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively. ​ 19 Table of Contents The Company had net issuances of 20,699 and 3,365 shares of common stock during the thirteen weeks ended November 2, 2024 and October 28, 2023, 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. During the thirty-nine weeks ended November 2, 2024 and October 28, 2023, the Company had net issuances of 82,550 and 590,706 shares of common stock, respectively, related to share-based plans. Restricted Stock The following table summarizes restricted stock activity for the periods ended November 2, 2024 and October 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ ​ Thirteen Weeks Ended ​ ​ November 2, 2024 ​ ​ ​ October 28, 2023 ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Total Number ​ ​ Average ​ ​ ​ Total Number ​ ​ Average ​ ​ of Restricted ​ ​ Grant Date ​ ​ ​ of Restricted ​ ​ Grant Date ​ Shares ​ Fair Value ​ Shares ​ Fair Value Nonvested at August 3, 2024 ​ 1,240,275 ​ $ 27.48 ​ Nonvested at July 29, 2023 ​ 1,608,057 ​ $ 21.55 Granted ​ 2,783 ​ ​ 32.62 ​ Granted ​ 10,906 ​ ​ 28.35 Forfeited ​ ( 39,621 ) ​ ​ 27.60 ​ Forfeited ​ ( 6,650 ) ​ ​ 21.48 Vested ( 37,164 ) ​ 26.75 Vested ( 3,000 ) ​ 9.76 Nonvested at November 2, 2024 1,166,273 ​ $ 27.51 ​ Nonvested at October 28, 2023 1,609,313 ​ $ 21.62 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Nine Weeks Ended ​ ​ ​ Thirty-Nine Weeks Ended ​ November 2, 2024 ​ October 28, 2023 ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ Weighted- ​ ​ Total Number ​ Average ​ ​ ​ Total Number ​ Average ​ ​ of Restricted ​ Grant Date ​ ​ ​ of Restricted ​ Grant Date ​ ​ Shares ​ Fair Value ​ ​ ​ Shares ​ Fair Value Nonvested at February 3, 2024 1,512,421 ​ $ 21.96 ​ Nonvested at January 28, 2023 1,603,960 ​ $ 18.57 Granted 322,880 ​ 40.67 ​ Granted 590,900 ​ 22.97 Forfeited ( 88,980 ) ​ 25.77 ​ Forfeited ( 150,823 ) ​ 18.68 Vested ( 580,048 ) ​ 20.82 ​ Vested ( 434,724 ) ​ 13.24 Nonvested at November 2, 2024 1,166,273 ​ $ 27.51 ​ Nonvested at October 28, 2023 1,609,313 ​ $ 21.62 ​ The Company granted 2,783 restricted shares during the thirteen weeks ended November 2, 2024, which have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years . Of the 322,880 restricted shares the Company granted during the thirty-nine weeks ended November 2, 2024, 13,692 have a cliff-vesting term of one year and 309,188 shares have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years . The Company granted 10,906 restricted shares during the thirteen weeks ended October 28, 2023, which have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years . Of the 590,900 restricted shares granted during the thirty-nine weeks ended October 28, 2023, 554,832 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 . Performance Awards During the thirty-nine weeks ended November 2, 2024, the Company granted performance share awards for a targeted 165,854 shares, with a weighted-average grant date fair value of $ 41.05 in connection with the 2024 performance award (2024 – 2026 performance period). During the thirty-nine weeks ended October 28, 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). 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. The performance awards are 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. ​ 20 Table of Contents Restricted Stock Units for Non-Employee Directors Equity-based grants may be made to non-employee directors in the form of restricted stock units ("RSUs") payable in cash or common stock at no cost to the non-employee director. The RSUs are subject to a vesting requirement (usually one year) and earn dividend equivalents at the same rate as dividends on the Company’s common stock. The dividend equivalents, which vest immediately, are automatically 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. The RSUs payable in cash are remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted. Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s condensed consolidated statements of earnings. The Company granted 868 and 1,081 RSUs for dividend equivalents, during the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively, with weighted-average grant date fair values of $ 33.78 and $ 28.80 , respectively. The Company granted 30,191 and 50,376 RSUs to non-employee directors, including 2,807 and 3,840 and for dividend equivalents, during the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively, with weighted-average grant date fair values of $ 34.99 and $ 19.72 , respectively. ​ Note 13 Retirement and Other Benefit Plans The following table sets forth the components of net periodic benefit expense (income) for the Company, including the domestic and Canadian plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits Other Postretirement Benefits ​ Thirteen Weeks Ended ​ Thirteen Weeks Ended ($ thousands) ​ November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023 Service cost ​ $ 1,233 ​ $ 1,256 ​ $ — ​ $ — Interest cost ​ 3,760 ​ 3,635 ​ 11 ​ 12 Expected return on assets ​ ( 6,079 ) ​ ( 6,087 ) ​ — ​ — Amortization of: ​ ​ ​ ​ ​ ​ Actuarial loss (gain) ​ 1,506 ​ 946 ​ ( 27 ) ​ ( 27 ) Prior service cost (income) ​ 12 ​ ( 31 ) ​ — ​ — Total net periodic benefit expense (income) ​ $ 432 ​ $ ( 281 ) ​ $ ( 16 ) ​ $ ( 15 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits Other Postretirement Benefits ​ Thirty-Nine Weeks Ended ​ Thirty-Nine Weeks Ended ($ thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023 Service cost ​ $ 3,699 ​ $ 3,767 ​ $ — ​ $ — Interest cost ​ 11,279 ​ 10,905 ​ 34 ​ 36 Expected return on assets ​ ( 18,210 ) ​ ( 18,265 ) ​ — ​ — Amortization of: ​ ​ ​ ​ ​ ​ ​ Actuarial loss (gain) ​ 4,530 ​ 2,840 ​ ( 81 ) ​ ( 82 ) Prior service cost (income) ​ 36 ​ ( 94 ) ​ — ​ — Total net periodic benefit expense (income) ​ $ 1,334 ​ $ ( 847 ) ​ $ ( 47 ) ​ $ ( 46 ) ​ Service cost is included in selling and administrative expenses. All other components of net periodic benefit expense (income) are included in other income, net in the condensed consolidated statements of earnings. ​ Note 14 Fair Value Measurements Fair Value Hierarchy Fair value measurement disclosure requirements specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair ​ 21 Table of Contents value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows: ● Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; ​ ● Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and ​ ● Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. ​ In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Measurement of Fair Value The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value. Non-Qualified Deferred Compensation Plan Assets and Liabilities The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50 % of base salary and 100 % of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the condensed consolidated balance sheets. Changes in the Deferred Compensation Plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1). Non-Qualified Restoration Plan Assets and Liabilities In 2023, the Company adopted a non-qualified restoration deferred compensation plan (the “Restoration Plan”) for the benefit of certain members of executive management. The Restoration Plan provides an incremental retirement benefit to key executives whose contributions to qualified retirement plans are limited by Internal Revenue Service annual compensation maximums. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan. The initial contribution to the Restoration Plan was funded in January 2024 and contributions are expected to continue on an annual basis. The plan assets and liabilities will fluctuate with the returns on the investment funds. The deferrals are held in a separate trust, which has been established by the Company to administer the Restoration Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Restoration Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid and other current assets in the condensed consolidated balance sheets. Changes in the Restoration Plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1). Deferred Compensation Plan for Non-Employee Directors Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are 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 ​ 22 Table of Contents condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s condensed consolidated statements of earnings. The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Restricted Stock Units for Non-Employee Directors Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company were previously granted at no cost to non-employee directors. These cash-equivalent RSUs are subject to a vesting requirement (usually one year ), earn dividend-equivalent units, and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each cash-equivalent RSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Additional information related to RSUs for non-employee directors is disclosed in Note 12 to the condensed consolidated financial statements. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at November 2, 2024, October 28, 2023 and February 3, 2024. During the thirty-nine weeks ended November 2, 2024 and October 28, 2023, there were no transfers into or out of Level 3. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ($ thousands) Total Level 1 Level 2 Level 3 Asset (Liability) ​ ​ ​ ​ ​ ​ ​ ​ November 2, 2024: ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation plan assets ​ $ 10,636 ​ 10,636 ​ $ — ​ $ — Non-qualified deferred compensation plan liabilities ​ ( 10,636 ) ​ ( 10,636 ) ​ — ​ ​ — Non-qualified restoration plan assets ​ ​ 250 ​ ​ 250 ​ ​ — ​ ​ — Non-qualified restoration plan liabilities ​ ​ ( 250 ) ​ ​ ( 250 ) ​ ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 1,597 ) ​ ( 1,597 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 1,807 ) ​ ( 1,807 ) ​ — ​ ​ — October 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation plan assets ​ ​ 8,908 ​ ​ 8,908 ​ ​ — ​ ​ — Non-qualified deferred compensation plan liabilities ​ ( 8,908 ) ​ ( 8,908 ) ​ — ​ ​ — Non-qualified restoration plan liabilities ​ ​ ( 173 ) ​ ​ ( 173 ) ​ ​ ​ ​ ​ ​ Deferred compensation plan liabilities for non-employee directors ​ ( 1,547 ) ​ ( 1,547 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 2,057 ) ​ ( 2,057 ) ​ — ​ ​ — February 3, 2024: ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation plan assets ​ 9,494 ​ 9,494 ​ — ​ ​ — Non-qualified deferred compensation plan liabilities ​ ( 9,494 ) ​ ( 9,494 ) ​ — ​ ​ — Non-qualified restoration plan assets ​ 271 ​ 271 ​ — ​ ​ — Non-qualified restoration plan liabilities ​ ​ ( 271 ) ​ ​ ( 271 ) ​ ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 1,921 ) ​ ( 1,921 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 2,606 ) ​ ( 2,606 ) ​ — ​ ​ — ​ ​ Impairment Charges The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to historical or projected future operating results, a significant change in the manner of the use of the asset, or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC Topic 820, Fair Value Measurement . Long-lived assets held and used with carrying amounts of $ 651.5 million and $ 559.0 million at November 2, 2024 and October 28, 2023, respectively, were assessed for indicators of impairment. This assessment ​ 23 Table of Contents resulted in impairment charges for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Thirty-Nine Weeks Ended ​ ($ thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023 Long-Lived Asset Impairment Charges: ​ ​ ​ ​ Famous Footwear ​ $ 287 ​ $ 175 ​ $ 787 ​ $ 589 ​ Brand Portfolio ​ 253 ​ — ​ 553 ​ — ​ Total long-lived asset impairment charges ​ $ 540 ​ $ 175 ​ $ 1,340 ​ $ 589 ​ ​ Fair Value of the Company’s Other Financial Instruments 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 (Level 1). The fair values of the borrowings under revolving credit agreement of $ 238.5 million and $ 222.0 million as of November 2, 2024 and October 28, 2023, 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. The Company’s consolidated effective tax rates were 23.6 % and 23.5 % for the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively. The Company’s consolidated effective tax rates were 23.8 % and 24.1 % for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively. The lower effective tax rate for the thirty-nine weeks ended November 2, 2024 reflects discrete tax benefits of $ 1.1 million related to the Company’s share-based compensation, compared to discrete tax benefits of $ 0.9 million for the thirty-nine weeks ended October 28, 2023. As of November 2, 2024, 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. Based upon that evaluation, earnings of the Company’s international subsidiaries that are not otherwise subject to United States taxation are considered to be indefinitely reinvested, and accordingly, deferred taxes have not been provided. If changes occur in future investment opportunities and plans, those changes will be reflected when known and may result in providing residual United States deferred taxes on unremitted international earnings. ​ Note 16 Commitments and Contingencies Environmental Remediation Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites. Redfield The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan. 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 2023. ​ 24 Table of Contents Off-site groundwater concentrations have been reducing over time since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified work plan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the work plan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015 and to work with the oversight authorities on the off-site work plan. The cumulative expenditures for both on-site and off-site remediation through November 2, 2024 were $ 34.7 million. The Company has recovered a portion of these expenditures from insurers and other third parties. The reserve for the anticipated future remediation activities at November 2, 2024 is $ 9.3 million, of which $ 8.4 million is recorded within other liabilities and $ 0.9 million is recorded within other accrued expenses. Of the total $ 9.3 million reserve, $ 4.9 million is for off-site remediation and $ 4.4 million is for on-site remediation. The liability for the on-site remediation was discounted at 4.8 %. On an undiscounted basis, the on-site remediation liability would be $ 12.5 million as of November 2, 2024. The Company expects to spend approximately $ 0.2 million in 2024, $ 0.1 million in each of the following four years and $ 11.9 million in the aggregate thereafter related to the on-site remediation. Other Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material. The Company continues to evaluate its remediation plans in conjunction with its environmental consultants and records its best estimate of remediation liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts. Litigation The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are generally expensed as incurred. ​ ​ 25 Table of Contents