UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April ~~30, 2022~~29, 2023

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to _____________

Commission file number: 1-2191


CALERES, INC.
(Exact name of registrant as specified in its charter)

New York	43-0197190
(State or other jurisdiction	(IRS Employer Identification Number)
of incorporation or organization)

8300 Maryland Avenue	63105
St. Louis, Missouri	(Zip Code)
(Address of principal executive offices)

(314) 854-4000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - par value of $0.01 per share	CAL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer ☑	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of May ~~27, 2022, 36,737,534~~26, 2023, 36,272,442 common shares were outstanding.

Table of Contents

PART IFINANCIAL INFORMATION

ITEM 1FINANCIAL STATEMENTS

CALERES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



	(Unaudited)						(Unaudited)
($ thousands)	April 30, 2022		May 1, 2021		January 29, 2022		April 29, 2023		April 30, 2022		January 28, 2023
Assets
Current assets:
Cash and cash equivalents	$	33,717	$	98,244	$	30,115	$	36,151	$	33,717	$	33,700
Receivables, net		181,551		132,698		122,236		148,068		181,551		132,802
Inventories, net		643,527		445,299		596,807		559,467		643,527		580,215
Income taxes		11,815		35,850		33,073		11,882		11,815		17,527
Property and equipment, held for sale		16,777		0		5,455		16,777		16,777		16,777
Prepaid expenses and other current assets		46,254		45,027		48,790		48,535		46,254		50,434
Total current assets		933,641		757,118		836,476		820,880		933,641		831,455

Prepaid pension costs		101,609		91,397		99,139		84,782		101,609		83,396
Lease right-of-use assets		503,393		526,011		503,430		513,817		503,393		518,196
Property and equipment, net		137,600		165,118		150,238		157,730		137,600		160,883
Goodwill and intangible assets, net		224,475		236,924		227,503		212,353		224,475		215,392
Other assets		27,580		26,255		27,140		28,521		27,580		27,150
Total assets	$	1,928,298	$	1,802,823	$	1,843,926	$	1,818,083	$	1,928,298	$	1,836,472

Liabilities and Equity
Current liabilities:
Borrowings under revolving credit agreement	$	305,000	$	200,000	$	290,000	$	291,500	$	305,000	$	307,500
Mandatory purchase obligation - Blowfish Malibu		0		45,523		0
Trade accounts payable		386,821		293,309		331,470		261,753		386,821		229,908
Income taxes		39,418		11,359		22,622		11,953		39,418		7,650
Lease obligations		118,692		133,327		128,495		136,297		118,692		136,051
Other accrued expenses		219,956		182,419		253,026		177,774		219,956		230,087
Total current liabilities		1,069,887		865,937		1,025,613		879,277		1,069,887		911,196

Other liabilities:
Noncurrent lease obligations		452,742		490,355		452,909		437,171		452,742		444,074
Long-term debt		0		198,966		0
Income taxes		7,786		2,464		2,464		6,940		7,786		7,786
Deferred income taxes		14,811		10,256		14,731		19,185		14,811		19,001
Other liabilities		25,044		28,189		24,822		23,629		25,044		28,302
Total other liabilities		500,383		730,230		494,926		486,925		500,383		499,163

Equity:
Common stock		374		383		376		363		374		357
Additional paid-in capital		169,025		159,381		168,830		173,640		169,025		180,747
Accumulated other comprehensive loss		(8,328)		(8,936)		(8,606)		(26,260)		(8,328)		(26,750)
Retained earnings		191,165		52,041		157,970		298,574		191,165		266,329
Total Caleres, Inc. shareholders’ equity		352,236		202,869		318,570		446,317		352,236		420,683
Noncontrolling interests		5,792		3,787		4,817		5,564		5,792		5,430
Total equity		358,028		206,656		323,387		451,881		358,028		426,113
Total liabilities and equity	$	1,928,298	$	1,802,823	$	1,843,926	$	1,818,083	$	1,928,298	$	1,836,472

See notes to condensed consolidated financial statements.

Table of Contents

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS


					(Unaudited)
	Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands, except per share amounts)	April 30, 2022		May 1, 2021		April 29, 2023		April 30, 2022
Net sales	$	735,116	$	638,636	$	662,734	$	735,116
Cost of goods sold		408,122		363,749		360,052		408,122
Gross profit		326,994		274,887		302,682		326,994
Selling and administrative expenses		260,799		243,535		253,095		260,799
Restructuring and other special charges, net		0		13,482
Operating earnings		66,195		17,870		49,587		66,195
Interest expense, net		(2,299)		(11,792)		(5,623)		(2,299)
Other income, net		3,422		3,828		1,492		3,422
Earnings before income taxes		67,318		9,906		45,456		67,318
Income tax provision		(17,333)		(3,521)		(10,664)		(17,333)
Net earnings		49,985		6,385		34,792		49,985
Net (loss) earnings attributable to noncontrolling interests		(524)		238
Net earnings (loss) attributable to noncontrolling interests						65		(524)
Net earnings attributable to Caleres, Inc.	$	50,509	$	6,147	$	34,727	$	50,509

Basic earnings per common share attributable to Caleres, Inc. shareholders	$	1.34	$	0.16	$	0.97	$	1.34

Diluted earnings per common share attributable to Caleres, Inc. shareholders	$	1.32	$	0.16	$	0.97	$	1.32

See notes to condensed consolidated financial statements.

Table of Contents

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Thirteen Weeks Ended
($ thousands)

April 30, 2022

May 1, 2021
Net earnings

$
49,985

$
6,385
Other comprehensive income (loss) ("OCI"), net of tax:


Foreign currency translation adjustment

(163)

(224)
Pension and other postretirement benefits adjustments

440

366
Other comprehensive income, net of tax

277

142
Comprehensive income

50,262

6,527
Comprehensive (loss) income attributable to noncontrolling interests

(525)

180
Comprehensive income attributable to Caleres, Inc.

$
50,787

$
6,347


	(Unaudited)
	Thirteen Weeks Ended
($ thousands)	April 29, 2023		April 30, 2022
Net earnings	$	34,792	$	49,985
Other comprehensive income (loss) ("OCI"), net of tax:
Foreign currency translation adjustment		(151)		(163)
Pension and other postretirement benefits adjustments		710		440
Other comprehensive income, net of tax		559		277
Comprehensive income		35,351		50,262
Comprehensive income (loss) attributable to noncontrolling interests		134		(525)
Comprehensive income attributable to Caleres, Inc.	$	35,217	$	50,787

See notes to condensed consolidated financial statements.

Table of Contents

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	(Unaudited)				(Unaudited)
	Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands)	April 30, 2022		May 1, 2021		April 29, 2023		April 30, 2022
Operating Activities
Net earnings	$	49,985	$	6,385	$	34,792	$	49,985
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		8,064		8,945		8,481		8,064
Amortization of capitalized software		1,265		1,518		1,194		1,265
Amortization of intangible assets		3,028		3,147		3,039		3,028
Amortization of debt issuance costs and debt discount		102		343		102		102
Fair value adjustments to Blowfish mandatory purchase obligation		0		6,389
Share-based compensation expense		3,799		2,439		2,905		3,799
Loss on disposal of property and equipment		933		811		245		933
Impairment charges for property, equipment, and lease right-of-use assets		1,777		1,888		39		1,777
Provision/adjustment for expected credit losses		(617)		(152)
Adjustment to expected credit losses						(264)		(617)
Deferred income taxes		80		2,012		184		80
Changes in operating assets and liabilities:
Receivables		(58,698)		(5,553)		(15,028)		(58,698)
Inventories		(46,775)		43,062		20,656		(46,775)
Prepaid expenses and other current and noncurrent assets		1,044		(10)		(648)		1,044
Trade accounts payable		55,372		12,665		31,885		55,372
Accrued expenses and other liabilities		(43,126)		(14,730)		(59,624)		(43,126)
Income taxes, net		43,376		1,791		9,102		43,376
Other, net		77		(572)		437		77
Net cash provided by operating activities		19,686		70,378		37,497		19,686

Investing Activities
Purchases of property and equipment		(9,305)		(2,659)		(5,750)		(9,305)
Capitalized software		(2,345)		(1,218)		(798)		(2,345)
Net cash used for investing activities		(11,650)		(3,877)		(6,548)		(11,650)

Financing Activities
Borrowings under revolving credit agreement		205,000		110,500		126,000		205,000
Repayments under revolving credit agreement		(190,000)		(160,500)		(142,000)		(190,000)
Dividends paid		(2,648)		(2,663)		(2,482)		(2,648)
Acquisition of treasury stock		(14,673)		0		—		(14,673)
Issuance of common stock under share-based plans, net		(3,599)		(3,501)		(10,006)		(3,599)
Contributions by noncontrolling interests		1,500		0		—		1,500
Other		0		(450)
Net cash used for financing activities		(4,420)		(56,614)		(28,488)		(4,420)
Effect of exchange rate changes on cash and cash equivalents		(14)		62		(10)		(14)
Increase in cash and cash equivalents		3,602		9,949		2,451		3,602
Cash and cash equivalents at beginning of period		30,115		88,295		33,700		30,115
Cash and cash equivalents at end of period	$	33,717	$	98,244	$	36,151	$	33,717

See notes to condensed consolidated financial statements.

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CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


						Accumulated															Accumulated				Total
						Other				Total Caleres, Inc.		Non-									Other				Caleres, Inc.		Non-
(Unaudited)	Common Stock			Additional		Comprehensive		Retained		Shareholders’		controlling				Common Stock			Additional		Comprehensive		Retained		Shareholders’		controlling
($ thousands, except number of shares and per share amounts)	Shares	Dollars		Paid-In Capital		Loss		Earnings		Equity		Interests		Total Equity		Shares	Dollars		Paid-In Capital		Loss		Earnings		Equity		Interests		Total Equity
BALANCE AS OF JANUARY 29, 2022	37,635,145	$	376	$	168,830	$	(8,606)	$	157,970	$	318,570	$	4,817	$	323,387
BALANCE JANUARY 28, 2023																35,715,752	$	357	$	180,747	$	(26,750)	$	266,329	$	420,683	$	5,430	$	426,113
Net earnings																								34,727		34,727		65		34,792
Foreign currency translation adjustment																						(220)				(220)		69		(151)
Pension and other postretirement benefits adjustments, net of tax of $245																						710				710				710
Comprehensive income (loss)																						490		34,727		35,217		134		35,351
Dividends ($0.07 per share)																								(2,482)		(2,482)				(2,482)
Issuance of common stock under share-based plans, net																558,847		6		(10,012)						(10,006)				(10,006)
Share-based compensation expense																				2,905						2,905				2,905
BALANCE APRIL 29, 2023																36,274,599	$	363	$	173,640	$	(26,260)	$	298,574	$	446,317	$	5,564	$	451,881

BALANCE JANUARY 29, 2022																37,635,145	$	376	$	168,830	$	(8,606)	$	157,970	$	318,570	$	4,817	$	323,387
Net earnings (loss)									50,509		50,509		(524)		49,985									50,509		50,509		(524)		49,985
Foreign currency translation adjustment							(162)				(162)		(1)		(163)							(162)				(162)		(1)		(163)
Pension and other postretirement benefits adjustments, net of tax of $141							440				440		—		440							440				440		—		440
Comprehensive income (loss)							278		50,509		50,787		(525)		50,262
Comprehensive income																						278		50,509		50,787		(525)		50,262
Contributions by noncontrolling interests											—		1,500		1,500													1,500		1,500
Dividends ($0.07 per share)									(2,648)		(2,648)				(2,648)									(2,648)		(2,648)				(2,648)
Acquisition of treasury stock	(701,324)		(7)						(14,666)		(14,673)				(14,673)	(701,324)		(7)						(14,666)		(14,673)				(14,673)
Issuance of common stock under share-based plans, net	512,508		5		(3,604)						(3,599)				(3,599)	512,508		5		(3,604)						(3,599)				(3,599)
Share-based compensation expense					3,799						3,799				3,799					3,799						3,799				3,799
BALANCE APRIL 30, 2022	37,446,329	$	374	$	169,025	$	(8,328)	$	191,165	$	352,236	$	5,792	$	358,028	37,446,329	$	374	$	169,025	$	(8,328)	$	191,165	$	352,236	$	5,792	$	358,028

BALANCE JANUARY 30, 2021	37,966,204	$	380	$	160,446	$	(9,136)	$	48,557	$	200,247	$	3,607	$	203,854
Net earnings									6,147		6,147		238		6,385
Foreign currency translation adjustment							(166)				(166)		(58)		(224)
Pension and other postretirement benefits adjustments, net of tax of $97							366				366				366
Comprehensive income							200		6,147		6,347		180		6,527
Dividends ($0.07 per share)									(2,663)		(2,663)				(2,663)
Issuance of common stock under share-based plans, net	327,268		3		(3,504)						(3,501)				(3,501)
Share-based compensation expense					2,439						2,439				2,439
BALANCE MAY 1, 2021	38,293,472	$	383	$	159,381	$	(8,936)	$	52,041	$	202,869	$	3,787	$	206,656

See notes to condensed consolidated financial statements.

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CALERES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Basis of Presentation and General

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations, comprehensive income and cash flows of Caleres, Inc. ("the Company"). These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company’s consolidated financial position, results of operations, comprehensive income and cash flows in conformity with accounting principles generally accepted in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions.

The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales. Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, the Company ~~is beginning to experience~~has experienced more equal distribution among the ~~quarters.~~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.

Certain prior period amounts in the notes to the condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications did not affect net earnings attributable to Caleres, Inc.

The accompanying condensed consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended January ~~29, 2022.~~28, 2023.

Noncontrolling Interests

During 2019, the Company entered into a joint venture with Brand Investment Holding Limited (“Brand Investment Holding”), a member of the Gemkell Group, to sell Sam Edelman, Naturalizer and other branded footwear in China. The Company and Brand Investment Holding are each 50% owners of the joint venture, which is named CLT Brand Solutions (“CLT”). During the ~~first quarter of~~thirteen weeks ended April 30, 2022, ~~CLT accrued~~ capital contributions of $3.0 million were made to CLT, including $1.5 million ~~of funding~~ received from Brand Investment Holding. There were no capital contributions during the thirteen weeks ended April 29, 2023. Net sales and operating earnings were $5.2 million and $0.1 million, respectively, for the thirteen weeks ended April 29, 2023. Net sales and operating losses were $2.9 million and $0.9 million, respectively, for the thirteen weeks ended April 30, 2022. ~~Net sales and operating earnings (loss) were not significant during the thirteen weeks ended May 1, 2021.~~

The Company had a joint venture agreement with a subsidiary of C. banner International Holdings Limited (“CBI”) to market Naturalizer footwear in China. The Company was a 51% owner of the joint venture (“B&H Footwear”), with CBI owning the other 49%. The license enabling the joint venture to market the footwear expired in August 2017 and the parties are in the process of dissolving their joint venture agreements.

The Company consolidates CLT ~~and B&H Footwear~~ into its condensed consolidated financial statements. Net earnings (loss) ~~earnings~~ attributable to noncontrolling interests represents the share of net earnings or losses that is attributable to Brand Investment ~~Holding and CBI.~~Holding. Transactions between the Company and the joint ~~ventures~~venture have been eliminated in the condensed consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

~~COVID-19, Supply Chain Disruptions and Inflationary Pressures~~

The coronavirus (“COVID-19”) continues to adversely impact the United States and global economies. During 2021, our business operations were impacted by the delayed receipt of inventory attributable to temporary factory shutdowns, border closures, port congestion and shipping vessel and container availability. While inventory receipts improved during the first quarter of 2022, supply chain disruptions continue to impact our business operations and financial results. We experienced higher transportation costs throughout 2021 and continue to experience inflationary pressures for freight and other product costs.

~~Table of Contents~~

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted. The CARES Act includes a provision that allows the Company to defer the employer portion of social security payroll tax payments that would have been paid between the enactment date and December 31, 2020, with 50% payable by December 31, 2021 and 50% payable by December 31, 2022. During 2020, the Company deferred approximately $9.4 million of employer social security payroll taxes. As of April 30, 2022, employer social security payroll taxes totaling $5.0 million, which are payable by December 31, 2022, are presented in other accrued expenses on the condensed consolidated balance sheet. As of May 1, 2021, approximately $4.7 million of deferred employer social security payroll taxes was recorded in other accrued expenses and $4.7 million was recorded in other liabilities on the condensed consolidated balance sheet.

Property and Equipment, Held for Sale

~~In April~~During 2021, the Company ~~announced that it would begin~~began actively marketing for sale its ~~9-acre~~nine-acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri. In ~~January~~April 2022, the Company classified a portion of the Campus as property and equipment, held for sale on the consolidated balance sheet as of January 29, 2022. During the first quarter of 2022, the Company continued its negotiations andentered into an agreement for the sale of the Campus. Although the Company expected the Campus to qualify as a completed sale within a year, the agreement was ~~signed on April 27, 2022,~~terminated in the fourth quarter of 2022. The Company continued to actively market the Campus for sale and in February 2023, the Company entered into an agreement to sell the Campus, subject to certain closing conditions. The ~~sale of~~Company expects the Campus ~~is expected~~ to ~~close and~~ qualify as a completed sale ~~during~~within the ~~second quarter of 2022.~~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~~sheets as of April ~~30, 2022 and is reflected~~29, 2023 within the Eliminations and Other category. The Company evaluated the Campus asset group for impairment ~~indicators~~ and determined that no indicators were ~~present. The Company intends to execute a lease agreement for a portion~~present as of a new office building to be built on a parcel of the headquarters campus, as well as a lease agreement for the existing headquarters building during the period of construction. These lease agreements are expected to be finalized during the second quarter of 2022. April 29, 2023.

Note 2 Impact of New Accounting Pronouncements

Impact of Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities – Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The ~~Company has evaluated all recently issued, but not yet effective, accounting pronouncements~~guidance requires qualitative and ~~does not expect any of the pronouncements to have a material impact on the Company’s condensed consolidated financial statements or disclosures.~~

Table of Contents

quantitative disclosures about supplier finance programs in annual financial statements, including key terms of the programs, amounts outstanding, balance sheet presentation and a rollforward of amounts outstanding during the year. For interim periods, the ASU requires disclosure of total obligations outstanding that have been confirmed as valid. The ASU is effective for years beginning after December 15, 2022, except for the rollforward requirement, which is effective in fiscal year 2024. 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 5 to the condensed consolidated financial statements for additional information regarding the Company’s supplier finance program.

Note 3 Revenues

Disaggregation of Revenues

The following table disaggregates revenue by segment and major source for the periods ended April 29, 2023 and April 30, ~~2022 and May 1, 2021:~~2022:

Thirteen Weeks Ended April 30, 2022

Thirteen Weeks Ended April 29, 2023

Eliminations and

($ thousands)

Famous Footwear

Brand Portfolio

Other

Total

Famous Footwear

Brand Portfolio

Other

Total

Retail stores

331,988

14,217

346,205

308,239

16,438

—

324,677

Landed wholesale - e-commerce - drop ship ⁽¹⁾

31,773

(998)

30,775

E-commerce - Company websites ⁽¹⁾

51,938

50,702

102,640

40,206

53,431

—

93,637

E-commerce - wholesale drop-ship ⁽¹⁾

—

34,798

(1,268)

33,530

Total direct-to-consumer sales

383,926

96,692

(998)

479,620

348,445

104,667

(1,268)

451,844

Wholesale - e-commerce ⁽¹⁾

60,716

—

54,979

—

54,979

Landed wholesale

175,327

(14,128)

161,199

First-cost wholesale

30,076

Wholesale - landed

—

142,896

(10,672)

132,224

Wholesale - first cost

—

19,949

—

19,949

Licensing and royalty

422

2,906

3,328

585

3,015

—

3,600

Other ⁽²⁾

154

177

128

—

138

Net sales

384,502

365,740

(15,126)

735,116

349,158

325,516

(11,940)

662,734


	Thirteen Weeks Ended May 1, 2021								Thirteen Weeks Ended April 30, 2022
					Eliminations and								Eliminations and
($ thousands)	Famous Footwear		Brand Portfolio		Other		Total		Famous Footwear		Brand Portfolio		Other		Total

Retail stores	$	334,745	$	15,008	$	0	$	349,753	$	331,988	$	14,217	$	—	$	346,205
Landed wholesale - e-commerce - drop ship ⁽¹⁾		0		20,814		(394)		20,420
E-commerce - Company websites ⁽¹⁾		63,122		42,738		0		105,860		51,938		50,702		—		102,640
E-commerce - wholesale drop-ship ⁽¹⁾										—		31,773		(998)		30,775
Total direct-to-consumer sales		397,867		78,560		(394)		476,033		383,926		96,692		(998)		479,620
Wholesale - e-commerce ⁽¹⁾		0		37,480		0		37,480		—		60,716		—		60,716
Landed wholesale		0		115,347		(9,379)		105,968
First-cost wholesale		0		16,718		0		16,718
Wholesale - landed										—		175,327		(14,128)		161,199
Wholesale - first cost										—		30,076		—		30,076
Licensing and royalty		0		2,164		0		2,164		422		2,906		—		3,328
Other ⁽²⁾		237		36		0		273		154		23		—		177
Net sales	$	398,104	$	250,305	$	(9,773)	$	638,636	$	384,502	$	365,740	$	(15,126)	$	735,116

(1)	Collectively referred to as "e-commerce" in the narrative below

(2)	Includes breakage revenue from unredeemed gift cards

Retail stores

~~Traditionally, the majority of the Company’s~~The Company generates revenue ~~is generated~~ from retail sales where control is transferred and revenue is recognized at the point of sale. Retail sales are recorded net of estimated returns and exclude sales tax. The Company records a returns reserve and a corresponding return asset for expected returns of merchandise.

Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include 2two performance obligations: the sale of merchandise and the delivery of points that may be redeemed for future purchases. The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price. The stand-alone selling price for the points is estimated

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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.

~~Table of Contents~~

E-commerce

The Company ~~also~~ generates revenue from sales on websites maintained by the Company that are shipped from the Company’s distribution centers or retail stores directly to the consumer, or picked up directly by the consumer from the Company’s stores ~~and~~ (“e-commerce – Company websites”); sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship ~~or first-cost~~ basis ~~(collectively~~(“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 clears United States customs. The merchandise is shipped directly to the customer from the Company’s warehouses. Many customers purchasing footwear on a landed basis arrange their own transportation of merchandise and, with limited exceptions, control is transferred at the time of shipment. 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.

Licensing and royalty

The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company’s symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee’s sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates.

The Company also licenses its Famous Footwear trade name and logo to a third-party financial institution to offer Famous Footwear-branded credit cards to its consumers. The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time when the credit card is used.

Contract Balances

Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations.

Information about significant contract balances from contracts with customers is as follows:


($ thousands)	April 30, 2022		May 1, 2021		January 29, 2022		April 29, 2023		April 30, 2022		January 28, 2023
Customer allowances and discounts	$	22,896	$	19,260	$	20,328	$	19,076	$	22,896	$	21,917
Loyalty programs liability		18,152		16,177		18,814		16,993		18,152		17,732
Returns reserve		16,376		14,469		12,468		13,915		16,376		12,038
Gift card liability		6,130		5,423		6,804		5,920		6,130		6,659

Changes in contract balances with customers generally reflect differences in relative sales volume for the periods presented. In addition, during the thirteen weeks ended April 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. During the thirteen weeks ended April 30, 2022, the loyalty programs liability increased $7.6 million due to points and material rights earned on purchases and decreased $8.2 million due to expirations and redemptions. ~~During the thirteen weeks ended May 1, 2021, the~~The liability for loyalty programs ~~liability increased $9.3 million due to points~~is presented within other accrued expenses when earned and ~~material rights earned on purchases and decreased $7.1 million due to expirations and redemptions.~~

is generally

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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 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 and May 1, 2021:~~2022:


	Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands)	April 30, 2022		May 1, 2021		April 29, 2023		April 30, 2022
Balance, beginning of period	$	9,601	$	14,928	$	8,903	$	9,601
Provision/adjustment for expected credit losses		(617)		(152)
Adjustment to expected credit losses						(264)		(617)
Uncollectible accounts written off, net of recoveries		(526)		(3,404)		(20)		(526)
Balance, end of period	$	8,458	$	11,372	$	8,619	$	8,458

Note 4 Earnings Per Share

The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc. shareholders for the periods ended April 29, 2023 and April 30, ~~2022 and May 1, 2021:~~2022:


	Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands, except per share amounts)	April 30, 2022		May 1, 2021		April 29, 2023		April 30, 2022

NUMERATOR
Net earnings	$	49,985	$	6,385	$	34,792	$	49,985
Net loss (earnings) attributable to noncontrolling interests		524		(238)
Net (earnings) loss attributable to noncontrolling interests						(65)		524
Net earnings attributable to Caleres, Inc.	$	50,509	$	6,147	$	34,727	$	50,509
Net earnings allocated to participating securities		(2,017)		(210)		(1,478)		(2,017)
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities	$	48,492	$	5,937	$	33,249	$	48,492

DENOMINATOR
Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders		36,209		36,707		34,407		36,209
Dilutive effect of share-based awards		467		158		—		467
Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders		36,676		36,865		34,407		36,676

Basic earnings per common share attributable to Caleres, Inc. shareholders	$	1.34	$	0.16	$	0.97	$	1.34

Diluted earnings per common share attributable to Caleres, Inc. shareholders	$	1.32	$	0.16	$	0.97	$	1.32

There were no outstanding options to purchase shares of common stock for the thirteen weeks ended April 29, 2023. Options to purchase 16,667 shares of common stock for ~~both~~ the thirteen weeks ended April 30, 2022 ~~and May 1, 2021~~ were not included in the denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders because the effect would be anti-dilutive.

The Company did not repurchase any shares under the share repurchase programs during the thirteen weeks ended April 29, 2023. During the thirteen weeks ended April 30, 2022, the Company repurchased 701,324 shares under the 2019 publicly announced share repurchase program, which permits repurchases of up to 5.0 million shares. ~~The Company did 0t repurchase any shares under share repurchase programs during the thirteen weeks ended May 1, 2021.~~ Refer to further discussion in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds. Subsequent to quarter-end, the Company has repurchased approximately 905,000 shares at an aggregate price of $22.0 million, bringing our fiscal year-to-date total to approximately 1,606,000 shares at an aggregate price of $36.7 million.

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Note 5 ~~Restructuring and Other Special Charges~~

~~Brand Portfolio – Business Exits~~Supply Chain Financing

~~During~~ The Company facilitates a voluntary supply chain finance program (“the ~~thirteen weeks ended May 1, 2021,~~Program”) that provides certain of the Company’s suppliers the opportunity to sell receivables related to products that the Company ~~incurred costs of $13.5 million ($11.9 million on an after-tax basis, or $0.31 per diluted share) related~~has purchased to participating financial institutions at a rate that leverages the Company’s credit rating, which may be more beneficial to the ~~strategic realignment of~~suppliers than the ~~Naturalizer retail store operations. These costs primarily represented lease termination~~rate they can obtain based upon their own credit rating. The Company negotiates payment and other ~~store closure costs, including employee severance, for~~terms directly with the ~~73 stores~~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 ~~were closed during~~participate in the ~~first quarter of 2021. These charges~~Program have discretion to determine which invoices, if any, are sold to the participating financing institutions. The liabilities to the suppliers that participate in the Program are presented as accounts payable in ~~restructuring and special charges on~~ the Company’s condensed consolidated ~~statement of earnings~~balance sheets, with changes reflected within ~~the Brand Portfolio segment for the thirteen weeks ended May 1, 2021. There were 0 corresponding charges during the thirteen weeks ended April 30, 2022.~~cash flows from operating activities when settled. As of April 29, 2023 and April 30, 2022, ~~and May 1, 2021, reserves of $0.1~~the Company had $16.8 million and ~~$5.2~~$45.0 million, respectively, ~~were included on the condensed consolidated balance sheets.~~

~~Blowfish Mandatory Purchase Obligation~~

~~In 2018, the Company acquired a controlling interest in Blowfish Malibu. The remaining interest was~~of accounts payable subject to a mandatory purchase obligation after a three-year period, which ended on July 31, 2021, based upon an earnings multiple formula as specified in the purchase agreement. Approximately $9.0 million was initially assigned to the mandatory purchase obligation and fair value adjustments were recorded as interest expense. The fair value adjustments on the mandatory purchase obligation totaled $6.4 million ($4.7 million on an after-tax basis, or $0.13 per diluted share) for the thirteen weeks ended May 1, 2021. There were 0 corresponding charges during the thirteen weeks ended April 30, 2022. The mandatory purchase obligation was settled for $54.6 million on November 4, 2021. Refer to further discussion regarding the mandatory purchase obligation in Note 14 to the condensed consolidated financial statements.

supply chain financing arrangements.

Note 6 Business Segment Information

Following is a summary of certain key financial measures for the Company’s business segments for the periods ended April 29, 2023 and April 30, ~~2022 and May 1, 2021:~~2022:


	Famous		Brand		Eliminations				Famous		Brand		Eliminations
($ thousands)	Footwear		Portfolio		and Other		Total		Footwear		Portfolio		and Other		Total
Thirteen Weeks Ended April 29, 2023
Net sales									$	349,158	$	325,516	$	(11,940)	$	662,734
Intersegment sales ⁽¹⁾										—		11,940		—		11,940
Operating earnings (loss)										17,056		42,669		(10,138)		49,587
Segment assets										830,994		844,263		142,826		1,818,083

Thirteen Weeks Ended April 30, 2022
Net sales	$	384,502	$	365,740	$	(15,126)	$	735,116	$	384,502	$	365,740	$	(15,126)	$	735,116
Intersegment sales ⁽¹⁾		—		15,126		—		15,126		—		15,126		—		15,126
Operating earnings (loss)		49,688		41,349		(24,842)		66,195		49,688		41,349		(24,842)		66,195
Segment assets		790,778		987,397		150,123		1,928,298		790,778		987,397		150,123		1,928,298

Thirteen Weeks Ended May 1, 2021
Net sales	$	398,104	$	250,305	$	(9,773)	$	638,636
Intersegment sales⁽¹⁾		—		9,773		—		9,773
Operating earnings (loss)		47,873		(2,821)		(27,182)		17,870
Segment assets		758,823		794,430		249,570		1,802,823

(1)	Included in net sales in the Brand Portfolio segment and eliminated in the Eliminations and Other category.

The Eliminations and Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments, as well as the elimination of intersegment sales and profit.

Following is a reconciliation of operating earnings to earnings before income taxes:


	Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands)	April 30, 2022		May 1, 2021		April 29, 2023		April 30, 2022
Operating earnings	$	66,195	$	17,870	$	49,587	$	66,195
Interest expense, net		(2,299)		(11,792)		(5,623)		(2,299)
Other income, net		3,422		3,828		1,492		3,422
Earnings before income taxes	$	67,318	$	9,906	$	45,456	$	67,318

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Note 7 Inventories

The Company’s net inventory balance was comprised of the following:


($ thousands)	April 30, 2022		May 1, 2021		January 29, 2022		April 29, 2023		April 30, 2022		January 28, 2023
Raw materials	$	16,112	$	13,010	$	16,764	$	18,367	$	16,112	$	21,172
Work-in-process		666		365		614		563		666		569
Finished goods		626,749		431,924		579,429		540,537		626,749		558,474
Inventories, net	$	643,527	$	445,299	$	596,807	$	559,467	$	643,527	$	580,215

Note 8 Goodwill and Intangible Assets

Goodwill and intangible assets were as follows:


($ thousands)	April 30, 2022		May 1, 2021		January 29, 2022		April 29, 2023		April 30, 2022		January 28, 2023
Intangible Assets
Famous Footwear	$	2,800	$	2,800	$	2,800	$	2,800	$	2,800	$	2,800
Brand Portfolio(1)		342,083		342,083		342,083		342,083		342,083		342,083
Total intangible assets		344,883		344,883		344,883		344,883		344,883		344,883
Accumulated amortization		(125,364)		(112,915)		(122,336)		(137,486)		(125,364)		(134,447)
Total intangible assets, net		219,519		231,968		222,547		207,397		219,519		210,436
Goodwill
Brand Portfolio ⁽¹⁾⁽²⁾		4,956		4,956		4,956		4,956		4,956		4,956
Total goodwill		4,956		4,956		4,956		4,956		4,956		4,956
Goodwill and intangible assets, net	$	224,475	$	236,924	$	227,503	$	212,353	$	224,475	$	215,392

(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.

(2)	The carrying amount of goodwill as of April 29, 2023, April 30, 2022 ~~May 1, 2021~~ and January ~~29, 2022~~28, 2023 is presented net of accumulated impairment charges of $415.7 million.

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The Company’s intangible assets as of April 29, 2023, April 30, 2022 ~~May 1, 2021~~ and January ~~29, 2022~~28, 2023 were as follows:


($ thousands)	April 30, 2022									April 29, 2023
	Estimated Useful Lives			Accumulated		Accumulated				Estimated Useful Lives			Accumulated		Accumulated
	(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value		(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value
Trade names	2 - 40	$	299,488	$	114,528	$	10,200	$	174,760	2 - 40	$	299,488	$	123,755	$	10,200	$	165,533
Trade names	Indefinite		107,400		—		92,000		15,400	Indefinite		107,400		—		92,000		15,400
Customer relationships	15 - 16		44,200		10,836		4,005		29,359	15 - 16		44,200		13,731		4,005		26,464
		$	451,088	$	125,364	$	106,205	$	219,519
											$	451,088	$	137,486	$	106,205	$	207,397

	May 1, 2021									April 30, 2022
	Estimated Useful Lives			Accumulated		Accumulated				Estimated Useful Lives			Accumulated		Accumulated
	(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value		(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value
Trade names	2 - 40	$	299,488	$	104,459	$	10,200	$	184,829	2 - 40	$	299,488	$	114,528	$	10,200	$	174,760
Trade names	Indefinite		107,400		—		92,000		15,400	Indefinite		107,400		—		92,000		15,400
Customer relationships	15 - 16		44,200		8,456		4,005		31,739	15 - 16		44,200		10,836		4,005		29,359
		$	451,088	$	112,915	$	106,205	$	231,968		$	451,088	$	125,364	$	106,205	$	219,519

	January 29, 2022									January 28, 2023
	Estimated Useful Lives			Accumulated		Accumulated				Estimated Useful Lives			Accumulated		Accumulated
	(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value		(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value
Trade names	2 - 40	$	299,488	$	112,061	$	10,200	$	177,227	2 - 40	$	299,488	$	121,928	$	10,200	$	167,360
Trade names	Indefinite		107,400		—		92,000		15,400	Indefinite		107,400		—		92,000		15,400
Customer relationships	15 - 16		44,200		10,275		4,005		29,920	15 - 16		44,200		12,519		4,005		27,676
		$	451,088	$	122,336	$	106,205	$	222,547		$	451,088	$	134,447	$	106,205	$	210,436

Amortization expense related to intangible assets was $3.0 million ~~and $3.1 million~~ for both the thirteen weeks ended April 29, 2023 and April 30, ~~2022 and May 1, 2021, respectively.~~2022. The Company estimates that amortization expense related to intangible assets will be approximately ~~$12.1 million in 2022,~~ $11.9 million in 2023, ~~and~~ $11.0 million in ~~each of the fiscal years~~ 2024, 2025 and 2026., 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. The Company recorded 0no goodwill impairment charges during the thirteen weeks ended April 29, 2023 or April 30, ~~2022 or May 1, 2021.~~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. The Company recorded 0no impairment charges for indefinite-lived intangible assets during the thirteen weeks ended April 29, 2023 or April 30, ~~2022 or May 1, 2021.~~2022.

Note 9 Leases

The Company leases all of its retail locations, a manufacturing facility, and certain office locations, distribution centers and equipment. At contract inception, leases are evaluated and classified as either operating or finance leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments. ~~Lease~~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.

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The Company regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable. After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment at stores and the lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow

~~Table of Contents~~

method. The fair value of the lease right-of-use assets is determined utilizing projected cash flows for each store location, discounted using a risk-adjusted discount rate, subject to a market floor based on current market lease rates. The Company recorded an immaterial amount of asset impairment charges ~~of $1.8 million and $1.9 million during~~in the thirteen weeks ended April 29, 2023. During the thirteen weeks ended April 30, 2022, ~~and May 1, 2021, respectively. The~~the Company recorded asset impairment charges ~~are~~of $1.8 million, primarily related to ~~software and underperforming retail stores.~~capitalized software. Refer to Note 14 to the condensed consolidated financial statements for further discussion on these impairment charges.

As a result of the temporary store closures during the first half of 2020 associated with the pandemic, certain leases were amended to provide rent abatements and/or deferral of lease payments. Deferred payments continue to be reflected in lease obligations on the condensed consolidated balance sheets. Under relief provided by the FASB, entities could make a policy election to account for COVID-19-related lease concessions as if the enforceable rights existed under the original contract, accounting for them as variable rent rather than lease modifications. The Company made a policy election to account for rent abatements as variable rent. Accordingly, during the thirteen weeks ended May 1, 2021, the Company recorded $1.3 million in lease concessions as a reduction of rent expense within selling and administrative expenses in the condensed consolidated statements of earnings. Rent concessions for leases that were extended were recognized as a lease modification.

During the thirteen weeks ended April ~~30, 2022,~~29, 2023, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of ~~$37.0~~$29.6 million on the condensed consolidated balance sheets. As of April ~~30, 2022,~~29, 2023, the Company has entered into lease commitments for 4six retail locations for which the leases have not yet commenced. The Company anticipates that 2two leases will begin in the current fiscal year, ~~and 2~~three leases will begin in ~~the next~~ fiscal ~~year.~~2024 and one lease will begin in fiscal 2025. Upon commencement, right-of-use assets and lease liabilities of approximately ~~$2.0~~$1.4 million, $2.2 million and $0.4 million will be recorded ~~in the current fiscal year and $2.0 million will be recorded in the next fiscal year~~ on the condensed consolidated balance ~~sheets. In addition, as further discussed~~sheets in Note 1 to the condensed consolidated financial statements, the Company intends to execute a lease agreement during the second quarter of 2022 for a portion of a new office building to be built on a parcel of the headquarters campus, as well as a lease agreement for the existing headquarters building during the period of construction.2023, 2024 and 2025, respectively.

The components of lease expense for the thirteen weeks ended April 29, 2023 and April 30, 2022 ~~and May 1, 2021~~ were as follows:


	Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands)	April 30, 2022		May 1, 2021		April 29, 2023		April 30, 2022
Operating lease expense	$	38,064	$	40,577	$	39,142	$	38,064
Variable lease expense		9,016		11,490		10,465		9,016
Short-term lease expense		1,195		565		687		1,195
Sublease income		(59)		(29)		—		(59)
Total lease expense	$	48,216	$	52,603	$	50,294	$	48,216

~~Supplemental cash flow information related to leases is as follows:~~

Thirteen Weeks Ended
($ thousands)

April 30, 2022

May 1, 2021
Cash paid for lease liabilities⁽¹⁾

$
48,793

$
56,453
Cash received from sublease income

59

29

~~(1)~~

Cash paid for lease liabilities for the thirteen weeks ended May 1, 2021 includes payment of certain lease payments deferred in 2020, as described above, as well as lease termination costs associated with the Naturalizer retail store closings, as further discussed in Note 5 to the condensed consolidated financial statements.

Note 10 Financing Arrangements

Credit Agreement

The Company maintains a revolving credit facility for working capital needs. The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC, ~~and~~ Vionic International LLC and Blowfish, LLC are each co-borrowers and guarantors. ~~On April 8, 2022, Blowfish, LLC was joined to the Credit Agreement as a co-borrower and guarantor.~~

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On October 5, 2021, the Company entered into a Fifth Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") which, among other modifications, decreased the amount available under the revolving credit facility by $100.0 million to an aggregate amount of up to $500.0 million, subject to borrowing base restrictions, and may be ~~further~~ increased by up to $250.0 million. The Credit Agreement also decreased the spread applied to the London Interbank Offered Rate (“LIBOR”) or prime rate by a total of 75 basis points. 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.

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Interest on borrowings is at variable rates based on ~~LIBOR (with a floor of 0.0%),~~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 line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit.

The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, if excess availability falls below the greater of 10.0% of the Loan Cap and $40.0 million for three consecutive business days, and the fixed charge coverage ratio is less than 1.25 to 1.0, the Company would be in default under the Credit Agreement and certain additional covenants would be triggered.

The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect. If an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of April ~~30, 2022.~~29, 2023.

At April ~~30, 2022,~~29, 2023, the Company had ~~$305.0~~$291.5 million of borrowings outstanding and ~~$10.8~~$10.6 million in letters of credit outstanding under the Credit Agreement. Total additional borrowing availability was ~~$184.2~~$197.9 million at April ~~30, 2022.~~

~~Senior Notes~~

On July 27, 2015, the Company issued $200.0 million aggregate principal amount of senior notes due on August 15, 2023 (the "Senior Notes"). The Senior Notes bore interest at 6.25%, which was payable on February 15 and August 15 of each year. The Senior Notes were guaranteed on a senior unsecured basis by each of the Company’s subsidiaries that is a borrower or guarantor under the Credit Agreement. On August 16, 2021, the Company redeemed $100.0 million of Senior Notes at 100.0%. In addition, on January 3, 2022, the remaining $100.0 million of Senior Notes were redeemed at 100.0%, extinguishing the Company’s long-term debt.

29, 2023.

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Note 11 Shareholders’ Equity

Accumulated Other Comprehensive Loss

The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended April 29, 2023 and April 30, ~~2022 and May 1, 2021:~~2022:


			Pension and
			Other		Accumulated				Pension and		Accumulated
	Foreign		Postretirement		Other		Foreign		Other		Other
	Currency		Transactions		Comprehensive		Currency		Postretirement		Comprehensive
($ thousands)	Translation		(1)		(Loss) Income		Translation		Transactions ⁽¹⁾		(Loss) Income
Balance at January 28, 2023							$	(1,213)	$	(25,537)	$	(26,750)
Other comprehensive loss before reclassifications								(220)		—		(220)
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss								—		955		955
Tax benefit								—		(245)		(245)
Net reclassifications								—		710		710
Other comprehensive (loss) income								(220)		710		490
Balance at April 29, 2023							$	(1,433)	$	(24,827)	$	(26,260)

Balance at January 29, 2022	$	(788)	$	(7,818)	$	(8,606)	$	(788)	$	(7,818)	$	(8,606)
Other comprehensive loss before reclassifications		(162)		—		(162)		(162)		—		(162)
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss		—		581		581		—		581		581
Tax benefit		—		(141)		(141)		—		(141)		(141)
Net reclassifications		—		440		440		—		440		440
Other comprehensive (loss) income		(162)		440		278		(162)		440		278
Balance at April 30, 2022	$	(950)	$	(7,378)	$	(8,328)	$	(950)	$	(7,378)	$	(8,328)

Balance at January 30, 2021	$	(111)	$	(9,025)	$	(9,136)
Other comprehensive loss before reclassifications		(166)		—		(166)
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss		—		463		463
Tax benefit		—		(97)		(97)
Net reclassifications		—		366		366
Other comprehensive (loss) income		(166)		366		200
Balance at May 1, 2021	$	(277)	$	(8,659)	$	(8,936)

(1)	Amounts reclassified are included in other income, net. Refer to Note 13 to the condensed consolidated financial statements for additional information related to pension and other postretirement benefits.

Note 12 Share-Based Compensation

The Company recognized share-based compensation expense of ~~$3.8~~$2.9 million and ~~$2.4~~$3.8 million during the thirteen weeks ended April 29, 2023 and April 30, 2022, ~~and May 1, 2021,~~ respectively.

The Company had net issuances of ~~512,508~~558,847 and ~~327,268~~512,508 shares of common stock during the thirteen weeks ended April 29, 2023 and April 30, 2022, ~~and May 1, 2021,~~ respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.

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Restricted Stock

The following table summarizes restricted stock activity for the periods ended April 29, 2023 and April 30, ~~2022 and May 1, 2021:~~2022:

Thirteen Weeks Ended

Thirteen Weeks Ended

Thirteen Weeks Ended

Thirteen Weeks Ended

April 30, 2022

May 1, 2021

April 29, 2023

April 30, 2022

Weighted-

Weighted-

Weighted-

Weighted-

Total Number

Average

Total Number

Average

Total Number

Average

Total Number

Average

of Restricted

Grant Date

of Restricted

Grant Date

of Restricted

Grant Date

of Restricted

Grant Date

Shares

Fair Value

Fair Value

Shares

Fair Value

Fair Value

January 29, 2022

1,390,397

14.24

January 30, 2021

1,397,227

16.74

January 28, 2023

1,603,960

18.57

January 29, 2022

1,390,397

14.24

Granted

671,200

21.00

Granted

562,506

18.63

546,384

23.09

Granted

671,200

21.00

Forfeited

(50,966)

12.63

Forfeited

(46,500)

16.08

(122,245)

17.96

Forfeited

(50,966)

12.63

Vested

(387,854)

12.48

Vested

(484,389)

26.96

(420,504)

12.88

Vested

(387,854)

12.48

April 30, 2022

1,622,777

17.51

May 1, 2021

1,428,844

14.04

April 29, 2023

1,607,595

21.64

April 30, 2022

1,622,777

17.51

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. The Company granted 671,200 restricted shares during the thirteen weeks ended April 30, 2022, which have a graded-vesting term of three years, with 50% vesting after two years and 50% after three years. ~~Of the 562,506 restricted shares granted during~~

Performance Awards

During the thirteen weeks ended ~~May 1, 2021, 542,506~~April 29, 2023, the Company granted performance share awards for a targeted 276,434 shares, ~~have~~with a ~~graded-vesting term~~weighted-average grant date fair value of ~~three years,~~$23.12 in connection with ~~50% vesting after two years and 50% after three years and 20,000 shares have a cliff-vesting term of two years. Share-based compensation expense for graded-vesting grants is recognized ratably over~~ the ~~respective vesting periods.~~

~~Performance Awards~~

2023 performance award (2023 – 2025 performance period). During the thirteen weeks ended April 30, 2022, the Company granted performance share awards for a targeted 87,750 shares, with a weighted-average grant date fair value of $20.99 in connection with the 2020 performance ~~award. During the thirteen weeks ended May 1, 2021, the Company granted~~award (2020 – 2022 performance share awards for a targeted 175,500 shares, with a weighted-average grant date fair value of $18.63. Vesting of performance-based awards is generally dependent upon the financial performance of the Company and the attainment of certain financial goals during the three-year period following the grant.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 ~~achievement~~attainment of ~~the specified~~certain financial goals for the service ~~period.~~period and individual achievement of strategic initiatives over the cumulative period of the award. The 2023 performance award is payable in common stock for up to 100% of the targeted award and the remainder in cash if any portion exceeds the targeted award. Compensation expense is recognized based on the fair value of the award and the anticipated number of shares or units to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period.

During the thirteen weeks ended April 30, 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $8.3 million and a maximum value of $16.6 million. During the thirteen weeks ended May 1, 2021, the Company granted long-term incentive awards payable in cash for the 2021-2023 performance period, with a target value of $6.5 million and a maximum value of $13.0 million. These awards,This award, which ~~vest~~vests after a three-year period, ~~are~~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. The estimated ~~values~~value of the ~~awards,~~award, which ~~are~~is reflected within other liabilities on the condensed consolidated balance sheets, ~~are~~is being expensed ratably over the three-year performance period.

Restricted Stock Units for Non-Employee Directors

Equity-based grants may be made to non-employee directors in the form of restricted stock units ("RSUs") payable in cash or common stock at no cost to the non-employee director. The RSUs are subject to a vesting requirement (usually one year) and earn dividend equivalents at the same rate as dividends on the Company’s common stock. The dividend equivalents, which vest immediately, are automatically re-invested in additional RSUs. Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs. The RSUs payable in cash are remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted. Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s condensed consolidated statements of earnings. The Company granted 1,423 and 1,907 ~~and 1,712~~RSUs to non-employee directors for dividend equivalents, during the thirteen weeks ended April 29, 2023 and April 30, 2022, ~~and May 1, 2021,~~ respectively, with weighted-average grant date fair values of ~~$20.64~~$21.47 and ~~$20.91,~~$20.64, respectively.

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Note 13 Retirement and Other Benefit Plans

The following table sets forth the components of net periodic benefit income for the Company, including the domestic and Canadian plans:


	Pension Benefits				Other Postretirement Benefits				Pension Benefits				Other Postretirement Benefits
	Thirteen Weeks Ended				Thirteen Weeks Ended				Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands)	April 30, 2022		May 1, 2021		April 30, 2022		May 1, 2021		April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022
Service cost	$	1,762	$	1,942	$	0	$	0	$	1,258	$	1,762	$	—	$	—
Interest cost		2,971		2,813		10		10		3,615		2,971		13		10
Expected return on assets		(6,984)		(7,114)		0		0		(6,075)		(6,984)		—		—
Amortization of:
Actuarial loss (gain)		681		615		(25)		(27)		1,011		681		(28)		(25)
Prior service income		(75)		(125)		0		0		(28)		(75)		—		—
Total net periodic benefit income	$	(1,645)	$	(1,869)	$	(15)	$	(17)	$	(219)	$	(1,645)	$	(15)	$	(15)

The non-service cost components of net periodic benefit income are included in other income, net in the condensed consolidated statements of earnings. Service cost is included in selling and administrative expenses.

Note 14 Fair Value Measurements

Fair Value Hierarchy

Fair value measurement disclosure requirements specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows:

●	Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

●	Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

●	Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Measurement of Fair Value

The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value.

~~Money Market Funds~~

The Company periodically invests in cash equivalents consisting of short-term money market funds backed by U.S. Treasury securities to preserve the Company’s capital for the purpose of funding operations. It does not enter into money market funds for trading or speculative purposes. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).

Non-Qualified Deferred Compensation Plan Assets and Liabilities

The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50% of base salary and 100% of compensation received under the Company’s annual incentive plan. The deferrals are held

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in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the ~~accompanying~~ condensed consolidated balance

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sheets. Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).

Deferred Compensation Plan for Non-Employee Directors

Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other accrued expenses (current portion) or other liabilities in the ~~accompanying~~ condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s condensed consolidated statements of earnings. The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1).

Restricted Stock Units for Non-Employee Directors

Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company were previously granted at no cost to non-employee directors. These cash-equivalent RSUs are subject to a vesting requirement (usually one year), earn dividend-equivalent units, and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each cash-equivalent RSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Additional information related to RSUs for non-employee directors is disclosed in Note 12 to the condensed consolidated financial statements.

~~Mandatory Purchase Obligation~~

The Company recorded a mandatory purchase obligation of the remaining interest in conjunction with the acquisition of Blowfish Malibu in July 2018. The fair value of the mandatory purchase obligation was based on the earnings formula specified in the purchase agreement (Level 3). Fair value adjustments on the mandatory purchase obligation were recorded as interest expense. During the thirteen weeks ended May 1, 2021, the Company recorded fair value adjustments of $6.4 million. The mandatory purchase obligation of $54.6 million was paid on November 4, 2021 and therefore, there were no corresponding fair value adjustments during the thirteen weeks ended April 30, 2022. Refer to further discussion of the mandatory purchase obligation in Note 5 to the condensed consolidated financial statements.

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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 ~~May 1, 2021~~ and January ~~29, 2022.~~28, 2023. During the thirteen weeks ended April 29, 2023 and April 30, 2022, ~~and May 1, 2021,~~ there were 0no transfers into or out of Level 3.


	Fair Value Measurements								Fair Value Measurements
($ thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Asset (Liability)
April 29, 2023:
Non-qualified deferred compensation plan assets									$	8,841	$	8,841	$	—	$	—
Non-qualified deferred compensation plan liabilities										(8,841)		(8,841)		—		—
Deferred compensation plan liabilities for non-employee directors										(1,527)		(1,527)		—		—
Restricted stock units for non-employee directors										(1,846)		(1,846)		—		—
April 30, 2022:
Non-qualified deferred compensation plan assets	$	7,567	$	7,567	$	0	$	0		7,567		7,567		—		—
Non-qualified deferred compensation plan liabilities		(7,567)		(7,567)		0		0		(7,567)		(7,567)		—		—
Deferred compensation plan liabilities for non-employee directors		(1,765)		(1,765)		0		0		(1,765)		(1,765)		—		—
Restricted stock units for non-employee directors		(2,559)		(2,559)		0		0		(2,559)		(2,559)		—		—
May 1, 2021:
Cash equivalents – money market funds	$	57,000	$	57,000	$	0	$	0
January 28, 2023:
Non-qualified deferred compensation plan assets		8,169		8,169		0		0		7,890		7,890		—		—
Non-qualified deferred compensation plan liabilities		(8,169)		(8,169)		0		0		(7,890)		(7,890)		—		—
Deferred compensation plan liabilities for non-employee directors		(1,185)		(1,185)		0		0		(1,662)		(1,662)		—		—
Restricted stock units for non-employee directors		(2,571)		(2,571)		0		0		(2,028)		(2,028)		—		—
Mandatory purchase obligation - Blowfish Malibu		(45,523)		0		0		(45,523)
January 29, 2022:
Non-qualified deferred compensation plan assets		7,463		7,463		0		0
Non-qualified deferred compensation plan liabilities		(7,463)		(7,463)		0		0
Deferred compensation plan liabilities for non-employee directors		(1,770)		(1,770)		0		0
Restricted stock units for non-employee directors		(2,568)		(2,568)		0		0

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,

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such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC Topic 820, Fair Value Measurement. Long-lived assets held and used with a carrying amount of ~~$503.6~~$559.5 million and ~~$571.5~~$503.6 million at April 29, 2023 and April 30, 2022, ~~and May 1, 2021,~~ respectively, were assessed for indicators of impairment. This assessment resulted in ~~the following~~ impairment charges ~~primarily~~ for ~~software and~~ operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail ~~stores.~~stores, and in the thirteen weeks ended April 30, 2022, capitalized software.


	Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands)	April 30, 2022		May 1, 2021		April 29, 2023		April 30, 2022
Long-Lived Asset Impairment Charges
Famous Footwear	$	370	$	400	$	39	$	370
Brand Portfolio		1,407		1,488		—		1,407
Total long-lived asset impairment charges	$	1,777	$	1,888	$	39	$	1,777

Fair Value of the Company’s Other Financial Instruments

The fair values of cash and cash equivalents, ~~(excluding money market funds discussed above),~~ receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments.

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~~The carrying amounts and fair values of the Company’s other financial instruments subject to fair value disclosures are as follows:~~

April 30, 2022

May 1, 2021

January 29, 2022

Carrying

Carrying

Carrying

($ thousands)

Value ⁽¹⁾

Fair Value

Value ⁽¹⁾

Fair Value

Value ⁽¹⁾

Fair Value
Borrowings under revolving credit agreement

$
305,000

$
305,000

$
200,000

$
200,000

$
290,000

$
290,000
Long-term debt

—

—

200,000

200,500

—

—
Total debt

$
305,000

$
305,000

$
400,000

$
400,500

$
290,000

$
290,000

~~(1)~~

~~Excludes unamortized debt issuance costs and debt discount~~

The fair ~~value~~values of the borrowings under revolving credit agreement ~~approximates its~~of $291.5 million and $305.0 million as of April 29, 2023 and April 30, 2022, respectively, approximate their carrying ~~value~~values due to ~~its~~the short-term nature of the borrowings (Level 1). ~~The fair value of the Company’s long-term debt was based upon quoted prices in an inactive market as of May 1, 2021 (Level 2).~~

Note 15 Income Taxes

The Company’s consolidated effective tax rate can vary considerably from period to period, depending on a number of factors. The Company’s consolidated effective tax rates were ~~25.7%~~23.5% and ~~35.5%~~25.7% for the thirteen weeks ended April 29, 2023 and April 30, 2022, ~~and May 1, 2021,~~ respectively. The ~~higher~~lower effective tax rate for the ~~first quarter of 2021 primarily reflects the non-deductibility of losses at the Company’s Canadian division, which were~~thirteen weeks ended April 29, 2023 was driven ~~by exit-related costs associated with Naturalizer retail stores. This impact was partially offset~~ by discrete tax benefits ~~totaling $1.2~~of approximately $0.6 million in the first quarter of ~~2021.~~ 2023 related to the Company’s stock-based compensation.

As of April ~~30, 2022, 0~~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 ~~foreign~~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.

As The Company has received permission from the ~~treatment of the on-site source areas progresses, the Company expects~~oversight authorities to convert the pump and treat system to a passive treatment barrier ~~system.~~ system and began implementing the conversion during the first quarter of 2023.

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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

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for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in ~~2015. Based on the progress of the direct remedial action of on-site conditions, the Company submitted a request to the oversight authorities for permission to convert the perimeter pump~~2015 and treat active remediation system to a passive one. In 2019, a final response was received from the oversight authorities, which is allowing the Company to proceed with implementation of the revised plan on a portion of the treatment system. The Company continues to pursue approval from the oversight authorities for the full conversion of the perimeter pump and treat active remediation system to a passive one. The Company also continues to work with the oversight authorities on the off-site work plan.

The cumulative expenditures for both on-site and off-site remediation through April ~~30, 2022~~29, 2023 were ~~$32.6~~$33.4 million. The Company has recovered a portion of these expenditures from insurers and other third parties. The reserve for the anticipated future remediation activities at April ~~30, 2022~~29, 2023 is ~~$9.8~~$9.6 million, of which ~~$8.8~~$8.7 million is recorded within other liabilities and ~~$1.0~~$0.9 million is recorded within other accrued expenses. Of the total ~~$9.8~~$9.6 million reserve, ~~$5.0~~$4.8 million is for off-site remediation and $4.8 million is for on-site remediation. The liability for the on-site remediation was discounted at 4.8%. On an undiscounted basis, the on-site remediation liability would be ~~$13.4~~$13.2 million as of April ~~30, 2022.~~29, 2023. The Company expects to spend approximately $0.6 million in ~~2022,~~2023, $0.1 million in each of the following four years and ~~$12.4~~$12.2 million in the aggregate thereafter related to the on-site remediation.

Other

Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material.

The Company continues to evaluate its remediation plans in conjunction with its environmental consultants and records its best estimate of remediation liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts.

Litigation

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are expensed as incurred.

2422

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ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Business Overview

We ~~achieved record-setting~~are a global footwear company that operates retail stores and e-commerce websites, and designs, develops, sources, manufactures and distributes footwear for people of all ages. Our mission is to inspire people to feel great...feet first. We offer the consumer a diversified portfolio of leading footwear brands built on deep consumer insights, generating unwavering consumer loyalty and trust. As both a retailer and a wholesaler, we have a perspective on the marketplace that enables us to serve consumers from different vantage points. We believe our diversified business model provides us with synergies by spanning consumer segments, categories and distribution channels. A combination of thoughtful planning and rigorous execution is key to our success in optimizing our business and portfolio of brands.

Known Trends Impacting Our Business

Macroeconomic Environment

Macroeconomic factors, including, among others, inflation, the rising interest rate environment, increasing real estate costs and higher consumer debt levels, continued to impact consumer discretionary spending and our financial results during the first quarter of 2023. We experienced a decline in consumer traffic in our retail stores during the first quarter of 2023, contributing to a decrease in our net sales. While we believe that the structural changes we’ve implemented in the last few years enables the Company to be successful in a variety of different operating environments, changes in macro-level consumer spending trends may continue to adversely impact our financial results in the future. As a result of these macroeconomic factors, we began initiating expense reduction initiatives in the first quarter of ~~2022, maintaining our momentum from 2021, with strong sales~~2023, that are expected to result in savings in fiscal 2023. These actions, which will continue in the second quarter, include eliminating open corporate positions, reducing non-merchandise procurement costs and ~~operating earnings contribution from both our Famous Footwear and~~realizing synergies in the Brand Portfolio ~~segments. We utilized our robust cash generation to augment our inventory levels to better align with the strong consumer demand and position us for the upcoming season.~~segment. We have also ~~taken~~experienced lower freight costs in the ~~opportunity to repurchase over 700,000 shares~~first quarter of ~~common stock,~~2023, and expect that trend to continue ~~to do so.~~for the remainder of fiscal 2023.

Financial Highlights

~~Following is a summary~~Highlights of ~~the financial highlights for the first quarter of 2022:~~our consolidated and segment results are as follows:


	Thirteen Weeks Ended
($ millions, except per share amounts)	April 29, 2023		April 30, 2022		Change ⁽¹⁾
Consolidated net sales	$662.7		$735.1		($72.4)	(9.8)	%
Famous Footwear segment net sales	$349.2		$384.5		($35.3)	(9.2)	%
Famous Footwear comparable sales % change	(8.5)	%	(4.0)	%	n/m	n/m
Brand Portfolio segment net sales	$325.5		$365.7		($40.2)	(11.0)	%
Gross profit	$302.7		$327.0		($24.3)	(7.4)	%
Gross margin	45.7	%	44.5	%	n/m	119 bps
Operating earnings	$49.6		$66.2		($16.6)	(25.1)	%
Diluted earnings per share	$0.97		$1.32		($0.35)	(26.5)	%

●(1)

Consolidated net sales increased $96.5 million, or 15.1%, to $735.1 million in the first quarter of 2022, compared to $638.6 million in the first quarter of 2021. Our Famous Footwear segment continued its strong performance with net sales of $384.5 million. Net sales of our Brand Portfolio segment increased $115.4 million, or 46.1%, compared to the first quarter of 2021. On a consolidated basis, our direct-to-consumer sales represented approximately 65% of consolidated net sales for the first quarter of 2022, compared to 74.5% in the first quarter of 2021.n/m – not meaningful

●

Consolidated gross profit increased $52.1 million, or 19.0%, to $327.0 million in the first quarter of 2022, compared to $274.9 million in the first quarter of 2021. Our gross profit margin increased to 44.5% in the first quarter of 2022, compared to 43.0% in the first quarter of 2021, reflecting a decline in promotional activity driven by strong consumer demand and an improved sales mix of higher margin product.

●

~~Consolidated operating earnings increased $48.3 million to $66.2 million in the first quarter of 2022, compared to $17.9 million in the first quarter of 2021.~~

●

Consolidated net earnings attributable to Caleres, Inc. were $50.5 million, or $1.32 per diluted share, in the first quarter of 2022, compared to $6.2 million, or $0.16 per diluted share, in the first quarter of 2021.

~~The following items should be considered in evaluating the comparability of our first quarter results in 2022 and 2021:~~

●

Supply Chain Disruptions and Inflationary Pressures – During the first quarter of 2022, we continued to experience global supply chain disruptions, including a delay in the receipt of inventory due to port congestion and reduced shipping vessel and container availability. We have also experienced inflationary pressures on product costs and inbound freight. In order to mitigate these inflationary pressures, we began implementing price increases in the second half of 2021. We believe our ability to continue full price selling and our disciplined approach to inventory management will continue to mitigate the impact of these supply chain disruptions and inflationary pressures on our financial results. As of April 30, 2022, we have nearly $98 million of inventory in transit that is not yet available to sell, an increase of 105% compared to our in-transit inventory levels at May 1, 2021, but a reduction of 45% from January 29, 2022.

●

Brand Portfolio – business exits – During the first quarter of 2021, we incurred costs totaling $13.5 million ($11.9 million on an after-tax basis, or $0.31 per diluted share), related to the strategic realignment of Naturalizer retail store operations. There were no corresponding charges recorded during the first quarter of 2022.

●

Blowfish Malibu mandatory purchase obligation – As further discussed in Note 5 and Note 14 to the condensed consolidated financial statements, the remaining interest in Blowfish Malibu was subject to a mandatory purchase obligation after a three-year period following the 2018 acquisition, based on an earnings multiple formula. During the first quarter of 2021, we recorded a fair value adjustment of $6.4 million ($4.7 million on an after-tax basis, or $0.13 per diluted share). The fair value adjustment was recorded as interest expense, net in the condensed consolidated statement of earnings. There were no corresponding charges in the first quarter of 2022. The purchase obligation was settled for $54.6 million on November 4, 2021.

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Metrics Used in the Evaluation of Our Business

The following are a ~~couple of~~few key metrics by which we evaluate our business, identify trends and make strategic decisions:

~~Same-store~~Comparable sales

The ~~same-store~~comparable sales metric is a metric commonly used in the retail industry to evaluate the revenue generated for stores that have been open for more than a year, though other retailers may calculate the metric differently. Management uses the ~~same-store~~comparable sales metric as a measure of an individual store’s success to determine whether it is performing in line with expectations. Our ~~same-store~~comparable sales metric is a daily-weighted calculation for the period, which includes sales for stores that have been open for at least 13 months. In addition, in order to be included in the ~~same-store~~comparable sales metric, a store must be open in the current period as well as the corresponding day(s) of the comparable retail calendar in the prior year. Accordingly, closed stores are excluded from the ~~same-store~~comparable sales metric for each day of the closure. Relocated stores are treated as new stores and therefore excluded from the calculation. E-commerce sales for those websites that function as an extension of a retail chain are included in the ~~same-store~~comparable sales calculation. We believe the ~~same-store~~comparable sales metric is useful to shareholders and investors in assessing our retail sales performance of existing locations with comparable prior year sales, separate from the impact of store openings or store closures.

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Sales per square foot

The sales per square foot metric is commonly used in the retail industry to calculate the efficiency of sales based upon the square footage in a store. Management uses the sales per square foot metric as a measure of an individual store’s success to determine whether it is performing in line with expectations. The sales per square foot metric is calculated by dividing total retail store sales, excluding e-commerce sales and the retail operations of our joint venture in China, by the total square footage of the retail store base at the end of each month of the respective period.

~~Outlook~~Direct-to-consumer sales

~~During the first quarter of 2022,~~Direct-to-consumer sales includes sales from our retail stores, our company-owned websites and sales through our customers’ websites that we ~~made significant progress against our key strategic initiatives. We believe~~fulfill on a drop-ship basis. While we ~~are well-positioned~~take an omni-channel approach to capitalize on favorable market dynamics, despite the geopolitical concerns, inflationary pressures and ongoing supply chain disruptions. As we progress throughout 2022, we will maintain our focus on aligning inventory with consumer demand, whichreach consumers, we believe ~~will capture demand for~~that our direct-to-consumer channels reinforce the image of our brands and ~~products. We will continue~~strengthens our connection with the end consumer. In addition, direct-to-consumer sales generally result in a higher gross margin for the Company as compared to ~~leverage~~wholesale sales. As a result, management monitors trends in direct-to-consumer sales as a percentage of our ~~core competencies~~Brand Portfolio segment and ~~execute on our short and long-term strategic priorities in an effort to enhance long-term value for our shareholders.~~total consolidated net sales.

RESULTS OF OPERATIONS

Following are the consolidated results and the results by segment:

CONSOLIDATED RESULTS


	Thirteen Weeks Ended								Thirteen Weeks Ended
	April 30, 2022				May 1, 2021				April 29, 2023				April 30, 2022
			% of				% of				% of				% of
($ millions)			Net Sales				Net Sales				Net Sales				Net Sales
Net sales	$	735.1	100.0	%	$	638.6	100.0	%	$	662.7	100.0	%	$	735.1	100.0	%
Cost of goods sold		408.1	55.5	%		363.7	57.0	%		360.0	54.3	%		408.1	55.5	%
Gross profit		327.0	44.5	%		274.9	43.0	%		302.7	45.7	%		327.0	44.5	%
Selling and administrative expenses		260.8	35.5	%		243.5	38.1	%		253.1	38.2	%		260.8	35.5	%
Restructuring and other special charges, net		—	—	%		13.5	2.1	%
Operating earnings		66.2	9.0	%		17.9	2.8	%		49.6	7.5	%		66.2	9.0	%
Interest expense, net		(2.3)	(0.3)	%		(11.8)	(1.8)	%		(5.6)	(0.8)	%		(2.3)	(0.3)	%
Other income, net		3.4	0.5	%		3.8	0.6	%		1.5	0.2	%		3.4	0.5	%
Earnings before income taxes		67.3	9.2	%		9.9	1.6	%		45.5	6.9	%		67.3	9.2	%
Income tax provision		(17.3)	(2.4)	%		(3.5)	(0.6)	%		(10.7)	(1.7)	%		(17.3)	(2.4)	%
Net earnings		50.0	6.8	%		6.4	1.0	%		34.8	5.2	%		50.0	6.8	%
Net (loss) earnings attributable to noncontrolling interests		(0.5)	(0.1)	%		0.2	0.0	%
Net earnings (loss) attributable to noncontrolling interests										0.1	0.0	%		(0.5)	(0.1)	%
Net earnings attributable to Caleres, Inc.	$	50.5	6.9	%	$	6.2	1.0	%	$	34.7	5.2	%	$	50.5	6.9	%

Net Sales

Net sales ~~increased $96.5~~decreased $72.4 million, or ~~15.1%~~9.8%, to $662.7 million for the first quarter of 2023, compared to $735.1 million for the first quarter of ~~2022, compared to $638.6~~2022. Net sales of our Brand Portfolio segment decreased $40.2 million, ~~for~~or 11.0% during the first quarter of ~~2021. Net sales for our Brand Portfolio segment increased $115.4 million, or 46.1%~~2023, compared to the first quarter of 2022. We experienced strong demand during the first quarter of 2022, as our wholesale customers aggressively replenished their inventory levels following improvements to the supply chain delays that were experienced throughout 2021. For the first quarter of 2023, the challenging macroeconomic environment resulted in many of our wholesale customers more tightly managing inventory levels and moderating purchases, which contributed to the decrease in wholesale net sales compared to the prior year. In addition, while our fashion brands trended better, and casual and dress were our top performing categories, brands with a larger assortment of canvas sneakers experienced larger sales declines. Net sales for Famous Footwear decreased $35.3 million, or 9.2%, in the first quarter of 2023 compared to the first quarter of ~~2021, and the segment surpassed its pre-pandemic~~2022, with comparable sales ~~levels. Our Famous Footwear segment’s strong sales performance from 2021 carried over~~down 8.5%. Macroeconomic factors continued to impact consumer sentiment, resulting in declines in customer traffic in our retail stores, contributing to the ~~first quarter of 2022. However,~~ net sales ~~for Famous Footwear decreased $13.6 million, or 3.4%, in the first quarter of 2022 compared~~decrease. Due to the ~~first quarter~~late arrival of ~~2021, primarily reflecting~~warmer spring weather in certain parts of the country, we experienced a ~~lower store count.~~slower start to our sandal business this year. On a consolidated basis, our direct-to-consumer sales represented approximately ~~65%~~68% of total net sales for the first quarter of ~~2022. Our casual, athletic and sport footwear categories continue~~2023, compared to ~~resonate with consumers and demand for the dress, occasion and wear-to-work product categories continues to improve with the rebound~~65% in

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~~social events and celebrations and the return-to-office trending higher. During~~ the first quarter of ~~2022, we remained~~2022. We remain focused on maximizing the vertical opportunity between the Famous Footwear and Brand Portfolio segments, with LifeStride, Dr. Scholl’s and ~~Blowfish Malibu~~Naturalizer representing three of ~~our~~Famous Footwear’s top 15 best-selling footwear brands during the quarter.

Gross Profit

Gross profit ~~increased $52.1~~decreased $24.3 million, or ~~19.0%~~7.4%, to $302.7 million for the first quarter of 2023, compared to $327.0 million for the first quarter of ~~2022, compared to $274.9 million for the first quarter of 2021, reflecting higher net sales and a higher gross profit rate.~~2022. As a percentage of net sales, gross profit increased to 45.7% for the first quarter of 2023, compared to 44.5% for the first quarter of 2022, ~~compared~~driven by an increase in the gross margin of our Brand Portfolio segment. Our gross profit rate for Brand Portfolio reflected higher average prices, due in part to ~~43.0% for~~an increase in the mix of our higher margin brands and lower inbound freight costs as supply chain operations

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have normalized. This increase was partially offset by a decline in gross margin in our Famous Footwear segment. Due to supply chain constraints and higher demand in 2021 and the first quarter of ~~2021, as strong consumer demand enabled more full-price selling~~2022, there were fewer product markdowns required and minimal ~~promotional activity. The greater sales~~clearance selling. In the first quarter of 2023, our Famous Footwear segment experienced a higher mix of ~~higher margin brands and~~clearance product ~~categories within our Brand Portfolio segment also contributed to the gross margin improvement.~~sold, in line with historical levels.

We classify certain warehousing, distribution, sourcing and other inventory procurement costs in selling and administrative expenses. Accordingly, our gross profit and selling and administrative expense rates, as a percentage of net sales, may not be comparable to other companies.

Selling and Administrative Expenses

Selling and administrative expenses ~~increased $17.3~~decreased $7.7 million, or ~~7.1%~~3.0%, to $253.1 million for the first quarter of 2023, compared to $260.8 million for the first quarter of ~~2022, compared to $243.5 million for the first quarter of 2021.~~2022. The ~~increase primarily reflects higher salary and benefits expenses and~~decrease was driven by lower cash and stock-based incentive ~~compensation plan expenses driven~~costs and lower warehouse costs, partially offset by ~~our strong financial results in the quarter as well as our expectations for the full year. Our~~higher marketing expenses ~~also increased as a result of tailoring our e-commerce marketing to the individual consumer in an effort to drive repeat purchases.~~and retail facilities costs. As a percentage of net sales, selling and administrative expenses ~~decreased~~increased to 38.2% for the first quarter of 2023, from 35.5% for the first quarter of 2022, ~~from 38.1%~~reflecting deleveraging of expenses on lower net sales.

Operating Earnings

Operating earnings decreased $16.6 million to $49.6 million for the first quarter of ~~2021, reflecting better leveraging of expenses over higher net sales.~~

~~Restructuring and Other Special Charges, Net~~

We incurred restructuring and other special charges of $13.5 million ($11.9 million on an after-tax basis, or $0.31 per diluted share) during the first quarter of 2021, reflecting expenses associated with the strategic realignment of the Naturalizer retail store operations. Refer to Note 5 to the condensed consolidated financial statements for further discussion of these charges.

~~Operating Earnings~~

~~Operating earnings increased $48.3 million~~2023, compared to $66.2 million for the first quarter of 2022, ~~compared to $17.9 million for~~reflecting the ~~first quarter of 2021, primarily reflecting higher net sales and gross profit.~~factors described above. As a percentage of net sales, operating earnings were 7.5% for the first quarter of 2023, compared to 9.0% for the first quarter of ~~2022, compared to 2.8% for the first quarter of 2021.~~2022.

Interest Expense, Net

Interest expense, net ~~decreased $9.5~~increased $3.3 million, or ~~80.5%~~145.0%, to $5.6 million for the first quarter of 2023, compared to $2.3 million for the first quarter of 2022, ~~compared~~reflecting higher interest expense on the revolving credit facility attributable to $11.8 million for the first quarter of 2021, primarily due to the non-recurrence of the $6.4 million fair value adjustment to the Blowfish Malibu mandatory purchase obligation in the first quarter of 2021.higher interest rates, partially offset by slightly lower average borrowings. The ~~purchase obligation was settled for $54.6 million~~interest on November 4, 2021. In addition, we redeemed our $200 million aggregate principal of senior notes in the second half of 2021. By retiring our senior notes, we shifted our higher-rate debt to the lower-rate borrowings under our revolving credit ~~agreement,~~facility is based on a variable interest rate, which ~~reduced our~~has resulted in higher interest expense ~~by approximately $3.1 million compared to~~in the ~~first quarter of 2021. These decreases were partially offset by an increase in~~current rising interest rate environment. Our interest expense ~~attributable~~in 2023 will continue to be impacted by higher ~~average borrowings under our revolving credit agreement.~~interest rates.

Other Income, Net

Other income, net decreased ~~$0.4~~$1.9 million, or ~~10.6%~~56.4%, to $1.5 million for the first quarter of 2023, compared to $3.4 million for the first quarter of 2022, ~~compared to $3.8 million for the first quarter of 2021,~~ which reflects a reduction of certain components of net periodic benefit ~~income.~~income associated with our pension plans. Refer to Note 13 ofto the condensed consolidated financial statements for ~~further detail~~additional information regarding ~~the components of net periodic benefit income.~~our retirement plans.

Income Tax Provision

Our effective tax rate can vary considerably from period to period, depending on a number of factors. Our consolidated effective tax rate was 23.5% for the first quarter of 2023, compared to 25.7% for the first quarter of ~~2022, compared to 35.5% for the first quarter of 2021.~~2022. The ~~higher~~lower effective tax rate for the first quarter of ~~2021 primarily reflects the non-deductibility of losses at our Canadian division, which were~~2023 was driven ~~by exit-related costs associated with Naturalizer retail stores. This impact on the tax rate was partially offset~~ by discrete tax benefits ~~totaling $1.2~~of approximately $0.6 million in the first quarter of ~~2021.~~2023 related to our stock-based compensation.

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Net Earnings Attributable to Caleres, Inc.

Net earnings attributable to Caleres, Inc. were $34.7 million for the first quarter of 2023, compared to $50.5 million for the first quarter of ~~April 30,~~ 2022, ~~compared to net earnings of $6.2 million for the first quarter of 2021,~~ as a result of the factors described above.

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FAMOUS FOOTWEAR


	Thirteen Weeks Ended
	April 30, 2022					May 1, 2021					Thirteen Weeks Ended
				% of					% of		April 29, 2023					April 30, 2022
($ millions, except sales per square foot)				Net Sales					Net Sales					% of Net Sales					% of Net Sales
Net sales	$	384.5		100.0	%	$	398.1		100.0	%	$	349.2		100.0	%	$	384.5		100.0	%
Cost of goods sold		195.3		50.8	%		218.3		54.8	%		190.1		54.4	%		195.3		50.8	%
Gross profit		189.2		49.2	%	$	179.8		45.2	%		159.1		45.6	%	$	189.2		49.2	%
Selling and administrative expenses		139.5		36.3	%		131.9		33.2	%		142.0		40.7	%		139.5		36.3	%
Operating earnings	$	49.7		12.9	%	$	47.9		12.0	%	$	17.1		4.9	%	$	49.7		12.9	%

Key Metrics
Same-store sales % change		(4.0)	%				3.3	%
Same-store sales $ change	$	(15.6)				$	6.2
Sales change from new and closed stores, net	$	2.0				$	200.2
Comparable sales % change												(8.5)	%				(4.0)	%
Comparable sales $ change											$	(31.8)				$	(15.6)
Sales change from new and closed stores, net ⁽¹⁾											$	(3.0)				$	2.0
Impact of changes in Canadian exchange rate on sales	$	(0.0)				$	0.4				$	(0.5)				$	(0.0)

Sales per square foot, excluding e-commerce (thirteen weeks ended)	$	57				$	55				$	54				$	57
Sales per square foot, excluding e-commerce (trailing twelve months)	$	251				$	193				$	250				$	251
Square footage (thousand sq. ft.)		5,870					6,043					5,702					5,870

Stores opened		—					4					2					—
Stores closed		7					7					9					7
Ending stores		887					913					866					887

Net Sales

Net sales of ~~$384.5~~$349.2 million in the first quarter of ~~2022~~2023 decreased ~~$13.6~~$35.3 million, or ~~3.4%,~~9.2% compared to the first quarter of ~~2021, primarily reflecting~~2022. Comparable sales decreased 8.5% compared to the first quarter of 2022. A challenging macroeconomic environment led to sales declines in both our retail stores and e-commerce business. In addition, a ~~lower store count. Consumer demand remained strong and~~late start to spring weather in many parts of the ~~sales momentum from 2021 continued into 2022, despite~~country led to a soft start to the ~~impact~~sandal season. Our kids category, which is a key differentiator for Famous Footwear, outperformed the rest of ~~lower government stimulus in the current period. Athletics and casual continue to be~~ our ~~top selling~~ categories ~~while the Caleres brands~~as families prioritized purchases of ~~LifeStride, Dr. Scholl’s and Blowfish Malibu were all in our top 15 best-selling brands.~~children’s footwear. During the first quarter of ~~2022,~~2023, we opened two stores and closed ~~seven~~nine stores, resulting in 866 stores and total square footage of 5.7 million at the end of the first quarter of 2023, compared to 887 stores and total square footage of 5.9 million at the end of the first quarter of ~~2022, compared to 913 stores and total square footage of 6.0 million at the end of the first quarter of 2021.~~2022. Sales to members of our customer loyalty program, Famously You Rewards ("Rewards"), continue to account for a majority of the segment’s sales, with approximately 79% of our net sales made to program members in both the first quarter of ~~2022, compared to 81% in the first quarter of 2021.~~2023 and 2022.

Gross Profit

Gross profit ~~increased $9.4~~decreased $30.1 million, or ~~5.2%~~15.9%, to $159.1 million for the first quarter of 2023, compared to $189.2 million for the first quarter of ~~2022, compared to $179.8 million for the first quarter of 2021, driven by a higher gross profit rate.~~2022. As a percentage of net sales, our gross profit ~~increased~~decreased to 45.6% for the first quarter of 2023, compared to 49.2% for the first quarter of ~~2022, compared~~2022. Due to ~~45.2% for the first quarter of 2021. Our~~supply chain constraints and higher ~~gross profit margin~~demand in 2021 and the first quarter of 2022, ~~was primarily due to more full price selling~~there were fewer product markdowns required and minimal clearance selling. In the first quarter of 2023, our Famous Footwear segment experienced a ~~reduction~~higher mix of clearance product sold, in ~~promotional activity driven by strong demand for our product assortment and disciplined inventory management.~~ line with historical levels.

Selling and Administrative Expenses

Selling and administrative expenses increased ~~$7.6~~$2.5 million, or ~~5.8%~~1.8%, to $142.0 million for the first quarter of 2023, compared to $139.5 million for the first quarter of 2022. The increase was driven by higher retail facilities costs, primarily attributable to higher rent expense resulting from inflationary pressures and higher depreciation expense driven by our investment in prototype stores and store renovations during 2022 ~~compared to $131.9 million for~~and the first quarter of ~~2021. The increase was~~2023. We also experienced higher marketing expense, primarily ~~due~~associated with initiatives to ~~higher salaries~~enhance consumer experience. These increases were partially offset by lower warehouse costs and ~~benefits expenses and higher logistics costs.~~cash-based incentive compensation. As a percentage of net sales, selling and administrative expenses increased to 40.7% for the first quarter of 2023, compared to 36.3% for the first quarter of ~~2022, compared to 33.2% for the first quarter of 2021.~~2022.

Operating Earnings

Operating earnings ~~increased $1.8~~decreased $32.6 million to $17.1 million for the first quarter of 2023, compared to $49.7 million for the first quarter of 2022, ~~compared to $47.9 million for the first quarter of 2021.~~reflecting lower sales and gross profit and higher operating expenses, as described above. As a percentage of net sales, operating earnings were 4.9% for the first quarter of 2023, compared to 12.9% for the first quarter of ~~2022, compared to 12.0% for the first quarter of 2021.~~2022.

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BRAND PORTFOLIO


	Thirteen Weeks Ended										Thirteen Weeks Ended
	April 30, 2022					May 1, 2021					April 29, 2023					April 30, 2022
				% of					% of					% of					% of
($ millions, except sales per square foot)				Net Sales					Net Sales					Net Sales					Net Sales
Net sales	$	365.7		100.0	%	$	250.3		100.0	%	$	325.5		100.0	%	$	365.7		100.0	%
Cost of goods sold		226.4		61.9	%		156.3		62.4	%		181.6		55.8	%		226.4		61.9	%
Gross profit		139.3		38.1	%		94.0		37.6	%		143.9		44.2	%		139.3		38.1	%
Selling and administrative expenses		98.0		26.8	%		83.3		33.3	%		101.2		31.1	%		98.0		26.8	%
Restructuring and other special charges, net		—		—	%		13.5		5.4	%
Operating earnings (loss)	$	41.3		11.3	%	$	(2.8)		(1.1)	%
Operating earnings											$	42.7		13.1	%	$	41.3		11.3	%

Key Metrics
Direct-to-consumer (% of net sales) ⁽¹⁾		26	%				31	%				32	%				26	%
Change in wholesale net sales ($)	$	104.2				$	14.9				$	(42.2)				$	104.2
Change in retail net sales ($)											$	2.0				$	11.2
Unfilled order position at end of period	$	401.5				$	264.5				$	272.9				$	401.5

Same-store sales % change		66.0	%				5.1	%
Same-store sales $ change	$	17.9				$	1.3
Sales change from new and closed stores, net	$	(6.7)				$	16.5
Impact of changes in Canadian exchange rate on retail sales	$	(0.0)				$	0.4
Sales per square foot, excluding e-commerce ⁽²⁾											$	280				$	269
Square footage (thousands sq. ft.) ⁽²⁾												101					108

Sales per square foot, excluding e-commerce (thirteen weeks ended)	$	269				$	188
Sales per square foot, excluding e-commerce (trailing twelve months)	$	987				$	336
Square footage (thousands sq. ft.)		108					138

North America stores:
Stores opened		1					1					1					—
Stores closed		4					76					2					4
Ending stores		83					95
Ending stores - North America												62					66
Ending stores - China												31					17
Ending stores - Total Brand Portfolio												93					83

(1)	Direct-to-consumer includes sales of our retail stores and e-commerce sites and sales through our customers’ websites that we fulfill on a drop-ship basis.

(2)	These metrics exclude the retail operations of our joint venture in China. Refer to Note 1 to the condensed consolidated financial statements for further discussion of the joint venture.

Net Sales

~~Our Brand Portfolio segment achieved record-setting first quarter net~~Net sales of ~~$365.7~~$325.5 million in the first quarter of ~~2022, driven by our strong product design, diverse and targeted assortments, and our strategic approach to inventory management. While the net sales increase of $115.4~~2023 decreased $40.2 million, or ~~46.1%~~11.0%, compared to the record-setting first quarter of ~~2021, was broad-based across all of our brands, our Sam Edelman, LifeStride, Naturalizer, Blowfish Malibu, Allen Edmonds and Vionic brands were the most significant contributors.~~2022. We experienced strong growth in the dress, occasion and wear-to-work footwear categories for many of our brands, including Sam Edelman, Naturalizer, LifeStride and Allen Edmonds. Our sport-inspired and casual footwear categories also resonated strongly with our customers during the quarter. In addition, our net sales benefited as our retail partners sought to replenish their inventoriesdemand during the first quarter of ~~2022. The incremental sales from inventory replenishment is expected to moderate as we move through fiscal~~ 2022, as our ~~partners return~~wholesale customers aggressively replenished their inventory levels following improvements to the supply chain delays that were experienced throughout 2021. For the first quarter of 2023, the challenging macroeconomic environment resulted in many of our wholesale customers more ~~normal buying~~tightly managing inventory levels and ~~replenishment patterns.~~moderating purchases, which contributed to the decrease in wholesale net sales compared to the prior year. In addition, while our fashion brands trended better, and casual and dress were our top performing categories, brands with a larger assortment of casual sneakers experienced larger sales declines. During the first quarter of ~~2022,~~2023, we ~~closed four stores and~~ opened one store and closed two stores in the United States resulting in a total of 8362 stores and total square footage of 0.1 million, compared to 66 stores and total square footage of 0.1 million at the end of the first quarter of ~~2022,~~2022. In addition, we continued to expand our retail store presence in China by opening two new stores, resulting in a total of 31 stores compared to 9517 stores ~~and total square footage of 0.1 million~~ at the end of the first quarter of ~~2021.~~2022.

In the first quarter of 2021, we permanently closed the remaining 73 Naturalizer stores in North America that were scheduled for closure as part of our strategic realignment of the Naturalizer retail store operations. We continue to focus on growing the brand’s e-commerce business through naturalizer.com, our retail partners and their websites, and the two flagship stores in the United States. On a trailing twelve-month basis, sales per square foot, excluding e-commerce sales, increased to $987 for the twelve months ended April 30, 2022, compared to $336 for the twelve months ended May 1, 2021. With the closure of nearly all of our Naturalizer retail stores, the majority of our Brand Portfolio segment stores are for our Allen Edmonds brand, which have higher retail price points than the Naturalizer brand.

Our unfilled order position for our wholesale sales ~~increased $137.0~~decreased $128.6 million, or ~~51.8 %,~~32.0%, to $272.9 million at April 29, 2023, compared to $401.5 million at April 30, ~~2022, compared to $264.5 million at May 1, 2021.~~2022. The ~~increase~~decrease in our backlog order levels compared to last year primarily reflects ~~higher~~more conservative buying by our wholesale customers as they manage their inventory levels in response to consumer ~~demand.~~sentiment.

Gross Profit

Gross profit increased ~~$45.3~~$4.6 million, or ~~48.2%~~3.3%, to $143.9 million for the first quarter of 2023, compared to $139.3 million for the first quarter of 2022, ~~compared to $94.0 million for the first quarter of 2021,~~primarily reflecting a higher ~~net sales and~~ gross ~~profit~~margin rate. As a percentage of net sales, our gross profit increased significantly to 44.2% for the first quarter of 2023, compared to 38.1% for the first quarter of 2022, reflecting higher average prices and lower inbound freight costs as our supply chain normalized.

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~~of 2022, compared~~Selling and Administrative Expenses

Selling and administrative expenses increased $3.2 million, or 3.3%, to ~~37.6%~~$101.2 million for the first quarter of 2021. The increase in our gross profit margin was driven by an improved mix of higher margin brands and product categories and a less promotional retail environment. While we have experienced inflationary pressures related to product costs and inbound freight through the first quarter, we have been able to successfully offset these impacts through price increases. We anticipate the inflationary pressures to continue throughout 2022 and will continue to focus on mitigating the impact of these costs.

~~Selling and Administrative Expenses~~

~~Selling and administrative expenses increased $14.7 million, or 17.5%,~~2023, compared to $98.0 million for the first quarter of ~~2022, compared to $83.3 million for the first quarter of 2021.~~2022. The increase was ~~driven by~~primarily due to higher ~~salaries and benefits~~marketing expenses to drive sales growth and higher ~~marketing~~warehouse costs, partially offset by lower salary and benefits expenses. As a percentage of net sales, selling and administrative expenses ~~decreased~~increased to 31.1% for the first quarter of 2023, compared to 26.8% for the first quarter of ~~2022, compared~~2022.

Operating Earnings

Operating earnings increased to ~~33.3%~~$42.7 million for the first quarter of ~~2021, reflecting better leveraging of expenses over a higher net sales base.~~

~~Restructuring and Other Special Charges, Net~~

We incurred restructuring and other special charges of $13.5 million during the first quarter of 2021 for expenses associated with the strategic realignment of our Naturalizer retail store operations. These costs primarily represented lease termination and other store closure costs, including employee severance, for the 73 stores that were closed during the first quarter of 2021. Refer to Note 5 to the condensed consolidated financial statements for additional information related to these charges. There were no corresponding charges during the first quarter of 2022.

~~Operating Earnings (Loss)~~

~~Operating earnings increased to~~2023, from $41.3 million for the first quarter of 2022, ~~compared to an operating loss of $2.8 million for the first quarter of 2021,~~ as a result of the factors described above. As a percentage of net sales, operating earnings were ~~11.3%~~13.1% for the first quarter of ~~2022,~~2023, compared to ~~an operating loss of 1.1%~~11.3% in the first quarter of ~~2021.~~2022.

ELIMINATIONS AND OTHER


	Thirteen Weeks Ended								Thirteen Weeks Ended
	April 30, 2022				May 1, 2021				April 29, 2023				April 30, 2022
			% of				% of				% of				% of
($ millions)			Net Sales				Net Sales				Net Sales				Net Sales
Net sales	$	(15.1)	100.0	%	$	(9.8)	100.0	%	$	(11.9)	100.0	%	$	(15.1)	100.0	%
Cost of goods sold		(13.6)	89.8	%		(10.9)	110.9	%		(11.6)	97.5	%		(13.6)	89.8	%
Gross profit		(1.5)	10.2	%		1.1	(10.9)	%		(0.3)	2.5	%		(1.5)	10.2	%
Selling and administrative expenses		23.3	(154.0)	%		28.3	(289.0)	%		9.8	(82.4)	%		23.3	(154.0)	%
Operating loss	$	(24.8)	164.2	%	$	(27.2)	278.1	%	$	(10.1)	84.9	%	$	(24.8)	164.2	%

The Eliminations and Other category includes the elimination of intersegment sales and profit, unallocated corporate administrative expenses, and other costs and recoveries.

The net sales elimination of ~~$15.1~~$11.9 million for the first quarter of ~~2022~~2023 is ~~$5.3~~$3.2 million, or ~~54.8%~~21.1%, ~~higher~~lower than the first quarter of ~~2021,~~2022, reflecting ~~an increase~~a decrease in product sold from our Brand Portfolio segment to Famous Footwear.

Selling and administrative expenses decreased ~~$5.0~~$13.5 million, to ~~$23.3~~$9.8 million in the first quarter of ~~2022,~~2023, compared to ~~$28.3~~$23.3 million for the first quarter of ~~2021.~~2022. The decrease primarily reflects lower expenses ~~for certain employee benefits~~related to our cash and ~~lower expenses associated with our cash-based director~~stock-based incentive compensation ~~plans, reflecting a decrease in our stock price during the first quarter of 2022, compared to an increase in the first quarter of 2021.~~plans.

~~LIQUIDITY AND CAPITAL RESOURCES~~

~~Borrowings~~

($ millions)

April 30, 2022

May 1, 2021
⁽¹⁾
January 29, 2022
Borrowings under revolving credit agreement

$
305.0

$
200.0

$
290.0
Long-term debt

—

199.0

—
Total debt

$
305.0

$
399.0

$
290.0

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~~(1)~~

As presented here, total debt as of May 1, 2021 excludes the Blowfish Malibu mandatory purchase obligation, which was valued at $45.5 million. The mandatory purchase obligation of $54.6 million was paid on November 4, 2021, as further discussed in Note 14 to the condensed consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Borrowings

Total debt obligations of $291.5 million at April 29, 2023 decreased $13.5 million, from $305.0 million at April 30, 2022, and decreased ~~$94.0~~$16.0 million, from ~~$399.0 million at May 1, 2021, and increased $15.0 million, from $290.0~~$307.5 million at January 29, 2022. The decrease from May 1, 2021 reflects continued progress toward reducing our debt levels using our strong cash generation over the last twelve months. In August 2021, we redeemed $100.0 million aggregate principal amount of our senior notes and on January 3, 2022, we redeemed the remaining $100.0 million of senior notes. We shifted this higher interest rate debt to borrowings under the revolving credit facility, which is expected to result in net interest expense savings on an ongoing basis. The increase in total debt from January 29, 2022 is due primarily to higher inventory purchases during the quarter to satisfy the stronger consumer demand.28, 2023. Net interest expense for the first quarter of ~~2022 decreased $9.5~~2023 increased $3.3 million to ~~$2.3~~$5.6 million, compared to ~~$11.8~~$2.3 million for the first quarter of ~~2021. The decrease is primarily attributable~~2022, due to the non-recurrence of the $6.4 million fair value adjustment to the Blowfish Malibu mandatory purchase obligation recorded in the first quarter of 2021. The Blowfish Malibu mandatory purchase obligation of $54.6 millionhigher interest rates. This increase was paid on November 4, 2021, as further discussed in Note 5 and Note 14 to the condensed consolidated financial statements. In addition, as discussed above, the redemption of all outstanding senior notes in 2021 also contributed to the decrease in interest expense in the first quarter of 2022. These decreases were partially offset by ~~higher~~slightly lower average borrowings under our revolving credit agreement. The interest on our revolving credit facility is based on a variable rate, which has resulted in higher interest expense in the current rising interest rate environment. Our interest expense in 2023 will continue to be adversely affected by the elevated interest rates.

Credit Agreement

As further discussed in Note 10 to the condensed consolidated financial statements, the Company maintains a revolving credit facility for working capital needs. On October 5, 2021, we entered into a Fifth Amendment to Fourth Amended and Restated Credit Agreement ~~(as so amended, the “Credit Agreement”~~(“Fifth Amendment”) ~~which,~~that, among other modifications, extended the maturity date of the credit facility from January 18, 2024, to October 5, 2026 and decreased the amount available under the revolving credit facility by $100.0 million to an aggregate amount of up to $500.0 million, subject to borrowing base restrictions, and may be ~~further~~ increased by up to $250.0 million. Interest on the borrowings iswas at variable rates based on the London Interbank Offered Rate ("LIBOR") (with a floor of 0.0%), or the prime rate (as defined in the ~~Credit Agreement)~~Fifth Amendment), plus a spread. The ~~Credit Agreement~~Fifth Amendment decreased the spread applied to the 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 (as so amended, the “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”).

At April ~~30, 2022,~~29, 2023, we had ~~$305.0~~$291.5 million in borrowings and ~~$10.8~~$10.6 million in letters of credit outstanding under the Credit Agreement. Total borrowing availability was ~~$184.2~~$197.9 million at April ~~30, 2022.~~29, 2023. We were in compliance with all covenants and restrictions under the Credit Agreement as of April ~~30, 2022.~~

~~Senior Notes~~

On July 27, 2015, we issued $200.0 million aggregate principal amount of senior notes due in 2023 (the "Senior Notes"). The Senior Notes were guaranteed on a senior unsecured basis by each of the subsidiaries of Caleres, Inc. that is an obligor under the Credit Agreement, and bore interest of 6.25%, which was payable on February 15 and August 15 of each year. On August 16, 2021, we redeemed $100.0 million of the Senior Notes at 100.0%. In addition, on January 3, 2022, we redeemed the remaining $100.0 million of Senior Notes at 100.0%. Refer to further discussion regarding the Senior Notes in Note 10 to the condensed consolidated financial statements.29, 2023.

Working Capital and Cash Flow


	Thirteen Weeks Ended						Thirteen Weeks Ended
($ millions)	April 30, 2022		May 1, 2021		Change		April 29, 2023		April 30, 2022		Change
Net cash provided by operating activities	$	19.7	$	70.3	$	(50.6)	$	37.5	$	19.7	$	17.8
Net cash used for investing activities		(11.7)		(3.9)		(7.8)		(6.5)		(11.7)		5.2
Net cash used for provided by financing activities		(4.4)		(56.6)		52.2
Net cash used for financing activities								(28.5)		(4.4)		(24.1)
Effect of exchange rate changes on cash and cash equivalents		(0.0)		0.1		(0.1)		(0.0)		(0.0)		0.0
Increase in cash and cash equivalents	$	3.6	$	9.9	$	(6.3)	$	2.5	$	3.6	$	(1.1)

~~Table of Contents~~

Reasons for the major variances in cash provided (used) in the table above are as follows:

Cash provided by operating activities was ~~$50.6~~$17.8 million ~~lower~~higher in the thirteen weeks ended April ~~30, 2022~~29, 2023 as compared to the thirteen weeks ended ~~May 1, 2021,~~April 30, 2022, primarily reflecting the following factors:

●

~~An increase~~A decrease in inventory during the thirteen weeks ended April 30, 2022, primarily reflecting higher inventory in response to consumer demand, as well as earlier purchasing of inventory for the Brand Portfolio segment to offset the increased transportation lead times,29, 2023, compared to ~~a decrease~~an increase during the thirteen weeks ended ~~May 1, 2021;~~ April 30, 2022, due in part to lower in-transit inventory levels as the supply chain has normalized; and

●

A ~~larger~~smaller increase in accounts receivable induring the thirteen weeks ended April 29, 2023 primarily attributable to lower wholesale sales, compared to the thirteen weeks ended April 30, ~~2022,~~2022; partially offset by

●

A smaller increase in net income taxes payable during the thirteen weeks ended April 29, 2023, compared to the thirteen weeks ended ~~May 1, 2021, attributable to higher wholesale sales~~April 20, 2022;

●

A smaller increase in trade accounts payable during the ~~period; and~~thirteen weeks ended April 29, 2023, reflecting lower inventory purchases compared to the thirteen weeks ended April 30, 2022,

●

A larger decrease in accrued expenses and other liabilities induring the thirteen weeks ended April 29, 2023, compared to the thirteen weeks ended April 30, ~~2022 due in part to higher incentive compensation payments in 2022 due to the strong 2021 financial results, compared to the thirteen weeks ended May 1, 2021; partially offset by~~

●

~~A larger increase in accounts payable in the thirteen weeks ended April 30, 2022, compared to the thirteen weeks ended May 1, 2021, reflecting higher inventory purchases;~~2022; and

●

~~Higher~~Lower net earnings in the thirteen weeks ended April ~~30, 2022,~~29, 2023, compared to the thirteen weeks ended ~~May 1, 2021.~~April 30, 2022.

~~Supply chain financing~~~~: Certain~~

Table of our suppliers are given the opportunity to sell receivables from us related to products that we have purchased to participating financial institutions at a rate that leverages our credit rating, which may be more beneficial to the suppliers than the rate they can obtain based upon their own credit rating. We negotiate payment and other terms with our suppliers, regardless of whether the supplier participates in the program, and our responsibility is limited to making payment based on the terms originally negotiated with the supplier. These liabilities continue to be presented as accounts payable in our condensed consolidated balance sheets, with changes reflected within cash flows from operating activities when settled. As of April 30, 2022 and May 1, 2021, we had $45.0 million and $55.0 million, respectively, of accounts payable subject to supply chain financing arrangements. Contents

Cash used for investing activities was ~~$7.8~~$5.2 million ~~higher~~lower for the thirteen weeks ended April 29, 2023 as compared to the thirteen weeks ended April 30, 2022, ~~as compared to the thirteen weeks ended May 1, 2021,~~ reflecting ~~higher~~lower capital expenditures. In ~~2022,~~2023, we expect our purchases of property and equipment and capitalized software to be between ~~$35~~$55 million and ~~$45~~$65 million, as compared to ~~$24.1~~$64.0 million in 2021. We continue to invest in our Famous Footwear store refresh initiative. In addition, in the first quarter of 2022, we tested a new prototype Famous Footwear store that offers an enhanced shopping experience, highlights our leading assortment of trending brands and elevates those brands in an energetic and exciting manner. We plan to invest in additional prototype stores and store refreshes throughout 2022, which we believe will reinforce our national presence and further differentiate our store experience from that of our competitors.2022.

Cash used for financing activities was ~~$52.2~~$24.1 million ~~lower~~higher for the thirteen weeks ended April 29, 2023 as compared to the thirteen weeks ended April 30, 2022, asprimarily due to net repayments on our revolving credit agreement of $16.0 million in the thirteen weeks ended April 29, 2023, compared to net borrowings of $15.0 million in the comparable period in 2022. In addition, the issuance of common stock under share-based plans was $6.4 million higher in the thirteen weeks ended April 29, 2023, compared to the thirteen weeks ended ~~May 1, 2021, primarily due to net borrowings on our revolving credit agreement of $15.0 in the thirteen weeks ended~~ April 30, ~~2022, compared to net repayments of $50.0 million in the comparable period in 2021. In addition, we repurchased~~2022. These increases were partially offset by $14.7 million of ~~shares~~repurchases of our common stock under our share repurchase programs during the thirteen weeks ended April 30, 2022, with no corresponding share repurchases during the thirteen weeks ended ~~May 1, 2021.~~April 29, 2023.

A summary of key financial data and ratios at the dates indicated is as follows:


	April 30, 2022			May 1, 2021			January 29, 2022			April 29, 2023			April 30, 2022			January 28, 2023
Operating working capital ($ millions) ⁽¹⁾	$	237.0		$	126.3		$	193.8
Working capital ($ millions) ⁽¹⁾										$	(58.4)		$	(136.2)		$	(79.7)
Current ratio ⁽²⁾		0.87:1			0.87:1			0.82:1			0.93:1			0.87:1			0.91:1
Debt-to-capital ratio⁽³⁾		46.0	%		65.9	%		47.3	%		39.2	%		46.0	%		41.9	%

(1)	~~Operating working~~Working capital has been computed as total current assets ~~excluding cash and property and equipment, held for sale,~~ less total current ~~liabilities, excluding borrowings under revolving credit agreement and lease obligations.~~liabilities.

(2)	The current ratio has been computed by dividing total current assets by total current liabilities.

(3)

The debt-to-capital ratio has been computed by dividing ~~total debt~~the borrowings under our revolving credit agreement by total capitalization. ~~Total debt is defined as long-term debt and borrowings under revolving credit agreement.~~ Total capitalization is defined as total debt and total equity.

~~Operating working~~Working capital at April 29, 2023 was ($58.4) million, which was $77.8 million and $21.3 million higher than at April 30, 2022 ~~was $237.0 million, which was $110.7 million and $43.2 million higher than at May 1, 2021~~ and January ~~29, 2022,~~28, 2023, respectively. The increase in ~~operating~~ working capital from ~~May 1, 2021~~April 30, 2022 primarily reflects ~~higher receivables~~lower trade accounts payable and

~~Table of Contents~~

~~the settlement of the Blowfish Malibu mandatory purchase obligation in the fourth quarter of 2021.~~ accrued expenses, partially offset by lower inventory. The increase in ~~operating~~ working capital from January ~~29, 2022~~28, 2023 primarily reflects ~~higher inventories,~~lower accrued expenses, partially offset by higher trade ~~payables.~~accounts payable. Our current ratio was ~~0.87 to~~ 0.93:1 as of April 29, 2023, compared to 0.87:1 at April 30, 2022 ~~consistent with May 1, 2021,~~ and ~~0.82:~~0.91:1 at January ~~29, 2022.~~28, 2023. Our debt-to-capital ratio was 39.2% as of April 29, 2023, compared to 46.0% as of April 30, 2022 ~~compared to 65.9% as of May 1, 2021~~ and ~~47.3%~~41.9% at January 29, 2022. The decrease in our debt-to-capital ratio from May 1, 2021 and January 29, 2022 primarily reflects the extinguishment of our senior notes and higher equity attributable to our strong financial results.28, 2023.

We declared and paid dividends of $0.07 per share in the first quarter of both ~~2022~~2023 and ~~2021.~~2022. The declaration and payment of any future dividend is at the discretion of the Board of Directors and will depend on our results of operations, financial condition, business conditions and other factors deemed relevant by our Board of Directors. However, we presently expect that dividends will continue to be paid.

We have various contractual or other obligations, including borrowings under our revolving credit facility, operating lease commitments, one-time transition tax for the mandatory deemed repatriation of cumulative foreign earnings and obligations for our supplemental executive retirement plan and other postretirement benefits. We also have purchase obligations to purchase inventory, assets and other goods and services. We believe our operating cash flows are sufficient to meet our material cash requirements for at least the next 12 months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

No material changes have occurred related to critical accounting policies and estimates since the end of the most recent fiscal year. For further information on the Company’s critical accounting policies and estimates, see Part II, Item 7 of our Annual Report on Form 10-K for the year ended January ~~29, 2022.~~28, 2023.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements, if any, and their impact on the Company are described in Note 2 to the condensed consolidated financial statements.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements and expectations regarding the Company’s future performance and the performance of its brands. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially.

Table of Contents

These risks include (i) ~~supply chain disruptions and~~ inflationary pressures; (ii) ~~the coronavirus pandemic and its adverse impact on our business operations and financial condition;~~supply chain disruptions; (iii) changing consumer demands, which may be influenced by general economic conditions and other factors; (iv) rapidly changing consumer preferences and purchasing patterns and fashion trends; (v) customer concentration and increased consolidation in the retail industry; (vi) intense competition within the footwear industry; (vii) foreign currency fluctuations; (viii) political and economic conditions or other threats to the continued and uninterrupted flow of inventory from China and other countries, where the Company relies heavily on third-party manufacturing facilities for a significant amount of its inventory; (ix) cybersecurity threats or other major disruption to the Company’s information technology systems; (x) the ability to accurately forecast sales and manage inventory levels; (xi) a disruption in the Company’s distribution centers; (xii) the ability to recruit and retain senior management and other key associates; (xiii) the ability to secure/exit leases on favorable terms; (xiv) the ability to maintain relationships with current suppliers; (xv) transitional challenges with acquisitions and divestitures; (xvi) changes to tax laws, policies and treaties; (xvii) compliance with applicable laws and standards with respect to labor, trade and product safety issues; and (xviii) the ability to attract, retain, and maintain good relationships with licensors and protect our intellectual property rights. The Company’s reports to the Securities and Exchange Commission contain detailed information relating to such factors, including, without limitation, the information under the caption “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended January ~~29, 2022,~~28, 2023, which information is incorporated by reference herein and updated by the Company’s Quarterly Reports on Form 10-Q. The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material changes have taken place in the quantitative and qualitative information about market risk since the end of the most recent fiscal year. For further information, see Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended January ~~29, 2022.~~28, 2023.

~~Table of Contents~~

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

It is the Chief Executive Officer’s and Chief Financial Officer’s ultimate responsibility to ensure we maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting, management review of monthly, quarterly and annual results, an established system of internal controls and ongoing monitoring by our internal auditors.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraud may occur and not be detected. Our disclosure controls and procedures are designed to provide a reasonable level of assurance that their objectives are achieved. As of April ~~30, 2022,~~29, 2023, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures were effective at the reasonable assurance level.

Based on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company’s internal controls over financial reporting during the quarter ended April ~~30, 2022~~29, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

We are 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 will not have a material adverse effect on our results of operations or financial position. All legal costs associated with litigation are expensed as incurred.

Information regarding Legal Proceedings is set forth within Note 16 to the condensed consolidated financial statements and incorporated by reference herein.

ITEM 1A RISK FACTORS

There have been no material changes that have occurred related to our risk factors since the end of the most recent fiscal year. For further information, see Part I, Item 1A of our Annual Report on Form 10-K for the year ended January ~~29, 2022.~~28, 2023.

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ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information relating to our repurchases of common stock during the first quarter of ~~2022:~~2023:


				Total Number	Maximum Number				Total Number	Maximum Number
				Purchased as Part	of Shares that May				Purchased as Part	of Shares that May
	Total Number of			of Publicly	Yet be Purchased	Total Number of			of Publicly	Yet be Purchased
	Shares	Average Price Paid		Announced	Under the	Shares	Average Price Paid		Announced	Under the
Fiscal Period	Purchased⁽¹⁾		per Share ⁽¹⁾	Program ⁽²⁾	Program ⁽²⁾	Purchased⁽¹⁾		per Share ⁽¹⁾	Program ⁽²⁾	Program ⁽²⁾
January 30, 2022 - February 26, 2022	—	$	—	—	1,990,224
January 29, 2023 - February 25, 2023						—	$	—	—	6,367,379

February 27, 2022 - April 2, 2022	424,662		20.37	250,000	8,740,224
February 26, 2023 - April 1, 2023						413,128		24.22	—	6,367,379

April 3, 2022 - April 30, 2022	451,324		21.32	451,324	8,288,900

April 2, 2023 - April 29, 2023						—		—	—	6,367,379
Total	875,986	$	20.86	701,324	8,288,900	413,128	$	24.22	—	6,367,379

(1)

Includes shares ~~purchased as part of our publicly announced stock repurchase programs and shares~~ that ~~were~~are tendered by employees related to certain share-based ~~awards. The employee shares were tendered in satisfaction of the exercise price of stock options and/or~~awards to satisfy tax withholding amounts for ~~non-qualified stock options,~~ restricted stock and stock performance awards.

(2)

On September 2, 2019, the Board of Directors approved a stock repurchase program ("2019 Program") authorizing the repurchase of 5,000,000 shares of our outstanding common stock. In addition, on March 10, 2022, the Board of Directors approved a stock repurchase program ("2022 Program") authorizing the repurchase of an additional 7,000,000 shares of our outstanding common stock. We can use the repurchase programs to repurchase shares on the open market or in private ~~transactions from time to time, depending on market conditions. The~~transactions. Under these programs, the Company did not repurchase ~~programs do not have an expiration date. During~~any shares during the thirteen weeks ended April 29, 2023, and repurchased 701,324 shares during the thirteen weeks ended April 30, ~~2022, the Company repurchased 701,324 shares under these programs. The Company did not repurchase any shares under these programs during the thirteen weeks ended May 1, 2021.~~2022. As of April ~~30, 2022,~~29, 2023, there were ~~8,288,900~~6,367,379 shares authorized to be repurchased under the repurchase programs. Our repurchases of common stock are limited under our ~~debt agreements.~~revolving credit agreement.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5 OTHER INFORMATION

None.

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ITEM 6 EXHIBITS


Exhibit No.
3.1		Restated Certificate of Incorporation of Caleres, Inc. (the “Company”) incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed ~~May 29,~~June 1, 2020.
3.2		Bylaws of the Company as amended through ~~May 26, 2022,~~March 9, 2023, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed ~~May 27, 2022.~~March 15, 2023.
10.1*		~~Caleres, Inc. Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit A to the Company’s Proxy Statement filed on April 14, 2022.~~
10.4a*10.1	†	~~Form of Performance Award~~Sixth Amendment to Fourth Amended and Restated Credit Agreement, ~~under the Company’s Incentive and Stock Compensation Plan of 2022, filed herewith.~~
10.4b*	†	~~Form of Restricted Stock Award Agreement under the Company’s Incentive and Stock Compensation Plan of 2022, filed herewith.~~
10.5a*	†	~~Form of Non-Employee Director Restricted Stock Unit Agreement between~~dated April 27, 2023, among the Company, as lead borrower for itself and on behalf of certain of its ~~Non-Employee Directors under~~subsidiaries, and the ~~Company’s Incentive and Stock Compensation Plan of 2022, filed herewith.~~
10.5b*	†	~~Form of Non-Employee Director Restricted Stock Award Agreement between the Company and its Non-Employee Directors under the Company’s Incentive and Stock Compensation Plan of 2022,~~financial institutions party thereto, filed herewith.
31.1	†	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	†	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	†	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	†	iXBRL Instance Document
101.SCH	†	iXBRL Taxonomy Extension Schema Document
101.CAL	†	iXBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	†	iXBRL Taxonomy Extension Label Linkbase Document
101.PRE	†	iXBRL Taxonomy Presentation Linkbase Document
101.DEF	†	iXBRL Taxonomy Definition Linkbase Document
104	†	Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

*	~~Denotes management contract or compensatory plan arrangements.~~

†	† Denotes exhibit is filed with this Form 10-Q.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CALERES, INC.

Date: June ~~7, 2022~~6, 2023		/s/ ~~Kenneth H. Hannah~~Jack P. Calandra
		~~Kenneth H. Hannah~~Jack P. Calandra Senior Vice President and Chief Financial Officer on behalf of the Registrant and as the Principal Financial Officer

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INDEX

PART I		Page
Item 1	Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2523
Item 3	Quantitative and Qualitative Disclosures About Market Risk	3331
Item 4	Controls and Procedures	3431

PART II		3432
Item 1	Legal Proceedings	3432
Item 1A	Risk Factors	3432
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3532
Item 3	Defaults Upon Senior Securities	3532
Item 4	Mine Safety Disclosures	3532
Item 5	Other Information	3533
Item 6	Exhibits	3634
	Signature	3735

Supplemental cash flow information related to leases is as follows:

Thirteen Weeks Ended

($ thousands)

April 29, 2023

April 30, 2022

Cash paid for lease liabilities

41,163

Cash received from sublease income