Financial Information For The Company And Its Subsidiaries

12 Months Ended

Jan. 30, 2016

Financial Information For The Company And Its Subsidiaries [Abstract]

Financial Information For The Company And Its Subsidiaries

FINANCIAL INFORMATION FOR THE COMPANY AND ITS SUBSIDIARIES

The Company's 2023 Senior Notes are fully and unconditionally and jointly and severally guaranteed by all of its existing and future subsidiaries that are guarantors under the Credit Agreement, as further discussed in Note 10 to the consolidated financial statements. The following table presents the condensed consolidating financial information for each of Caleres, Inc. (“Parent”), the Guarantors, and subsidiaries of the Parent that are not Guarantors (the “Non-Guarantors”), together with consolidating eliminations, as of and for the periods indicated. Guarantors are 100% owned by the Parent.

The condensed consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes that the information, presented in lieu of complete financial statements for each of the Guarantors, provides meaningful information to allow investors to determine the nature of the assets held by, and operations and cash flows of, each of the consolidated groups.

CONDENSED CONSOLIDATING BALANCE SHEET
AS OF JANUARY 30, 2016
					Non-Guarantors
($ thousands)	Parent		Guarantors					Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	31,000	$	—	$	87,151		$	—		$	118,151
Receivables, net	110,235		2,290		41,139			—			153,664
Inventories, net	151,704		371,538		23,503			—			546,745
Prepaid expenses and other current assets	29,765		24,597		8,109			(5,966		)	56,505
Intercompany receivable - current	650		176		6,877			(7,703		)	—
Total current assets	323,354		398,601		166,779			(13,669		)	875,065
Property and equipment, net	32,538		136,223		10,249			—			179,010
Goodwill and intangible assets, net	115,558		2,800		12,541			—			130,899
Other assets	94,767		15,772		7,810			—			118,349
Investment in subsidiaries	1,028,143		—		(19,524		)	(1,008,619		)	—
Intercompany receivable - noncurrent	431,523		354,038		556,259			(1,341,820		)	—
Total assets	$	2,025,883	$	907,434	$	734,114		$	(2,364,108	)	$	1,303,323
Liabilities and Equity
Current liabilities:
Trade accounts payable	$	78,332	$	123,274	$	36,196		$	—		$	237,802
Other accrued expenses	80,053		62,729		15,681			(5,966		)	152,497
Intercompany payable - current	4,394		—		3,309			(7,703		)	—
Total current liabilities	162,779		186,003		55,186			(13,669		)	390,299
Other liabilities:
Long-term debt	196,544		—		—			—			196,544
Other liabilities	44,011		66,302		3,695			—			114,008
Intercompany payable - noncurrent	1,021,065		39,175		281,580			(1,341,820		)	—
Total other liabilities	1,261,620		105,477		285,275			(1,341,820		)	310,552
Equity:
Caleres, Inc. shareholders’ equity	601,484		615,954		392,665			(1,008,619		)	601,484
Noncontrolling interests	—		—		988			—			988
Total equity	601,484		615,954		393,653			(1,008,619		)	602,472
Total liabilities and equity	$	2,025,883	$	907,434	$	734,114		$	(2,364,108	)	$	1,303,323

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED JANUARY 30, 2016
($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	819,148		$	1,652,444		$	268,779		$	(162,941	)	$	2,577,430
Cost of goods sold	591,539			905,412			162,384			(129,708		)	1,529,627
Gross profit	227,609			747,032			106,395			(33,233		)	1,047,803
Selling and administrative expenses	235,210			649,020			61,699			(33,233		)	912,696
Operating (loss) earnings	(7,601		)	98,012			44,696			—			135,107
Interest expense	(16,588		)	(1		)	—			—			(16,589		)
Loss on early extinguishment of debt	(10,651		)	—			—			—			(10,651		)
Interest income	695			—			204			—			899
Intercompany interest income (expense)	14,363			(14,581		)	218			—			—
(Loss) earnings before income taxes	(19,782		)	83,430			45,118			—			108,766
Income tax benefit (provision)	8,755			(29,475		)	(6,222		)	—			(26,942		)
Equity in earnings (loss) of subsidiaries, net of tax	92,506			—			(616		)	(91,890		)	—
Net earnings	81,479			53,955			38,280			(91,890		)	81,824
Less: Net earnings attributable to noncontrolling interests	—			—			345			—			345
Net earnings attributable to Caleres, Inc.	$	81,479		$	53,955		$	37,935		$	(91,890	)	$	81,479

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE FISCAL YEAR ENDED JANUARY 30, 2016
						Non-Guarantors
($ thousands)	Parent			Guarantors					Eliminations			Total
Net earnings	$	81,479		$	53,955	$	38,280		$	(91,890	)	$	81,824
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	—			—		(224		)	—			(224		)
Pension and other postretirement benefits adjustments	(8,838		)	—		249			—			(8,589		)
Derivative financial instruments	628			—		(460		)	—			168
Other comprehensive loss from investment in subsidiaries	(366		)	—		—			366			—
Other comprehensive loss, net of tax	(8,576		)	—		(435		)	366			(8,645		)
Comprehensive income	72,903			53,955		37,845			(91,524		)	73,179
Comprehensive income attributable to noncontrolling interests	—			—		276			—			276
Comprehensive income attributable to Caleres, Inc.	$	72,903		$	53,955	$	37,569		$	(91,524	)	$	72,903

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED JANUARY 30, 2016
							Non-Guarantors
($ thousands)	Parent			Guarantors						Eliminations		Total
Net cash (used for) provided by operating activities	$	(1,259	)	$	99,222		$	51,189		—		$	149,152
Investing activities
Purchases of property and equipment	(14,585		)	(56,382		)	(2,512		)	—		(73,479		)
Proceeds from disposal of property and equipment	7,111			—			322			—		7,433
Capitalized software	(5,197		)	(2,538		)	—			—		(7,735		)
Intercompany investing	(568		)	568			—			—		—
Net cash used for investing activities	(13,239		)	(58,352		)	(2,190		)	—		(73,781		)
Financing activities
Borrowings under revolving credit agreement	198,000			—			—			—		198,000
Repayments under revolving credit agreement	(198,000		)	—			—			—		(198,000		)
Proceeds from issuance of 2023 senior notes	200,000			—			—			—		200,000
Redemption of 2019 senior notes	(200,000		)	—			—			—		(200,000		)
Dividends paid	(12,253		)	—			—			—		(12,253		)
Debt issuance costs	(3,650		)	—			—			—		(3,650		)
Acquisition of treasury stock	(4,921		)	—			—			—		(4,921		)
Issuance of common stock under share-based plans, net	(5,297		)	—			—			—		(5,297		)
Excess tax benefit related to share-based plans	2,651			—			—			—		2,651
Intercompany financing	55,077			(40,870		)	(14,207		)	—		—
Net cash provided by (used for) financing activities	31,607			(40,870		)	(14,207		)	—		(23,470		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1,153		)	—		(1,153		)
Increase in cash and cash equivalents	17,109			—			33,639			—		50,748
Cash and cash equivalents at beginning of year	13,891			—			53,512			—		67,403
Cash and cash equivalents at end of year	$	31,000		$	—		$	87,151		$	—	$	118,151

CONDENSED CONSOLIDATING BALANCE SHEET
AS OF JANUARY 31, 2015
					Non- Guarantors
($ thousands)	Parent		Guarantors					Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	13,891	$	—	$	53,512		$	—		$	67,403
Receivables, net	89,030		5,398		42,218			—			136,646
Inventories, net	148,082		376,254		18,767			—			543,103
Prepaid expenses and other current assets	40,746		20,777		8,964			(27,491		)	42,996
Intercompany receivable - current	1,194		—		8,750			(9,944		)	—
Total current assets	292,943		402,429		132,211			(37,435		)	790,148
Property and equipment, net	29,237		109,720		10,786			—			149,743
Goodwill and intangible assets, net	117,792		2,800		13,995			—			134,587
Other assets	112,185		13,733		13,931			—			139,849
Investment in subsidiaries	956,831		—		(18,909		)	(937,922		)	—
Intercompany receivable - noncurrent	459,774		306,871		539,396			(1,306,041		)	—
Total assets	$	1,968,762	$	835,553	$	691,410		$	(2,281,398	)	$	1,214,327
Liabilities and Equity
Current liabilities:
Trade accounts payable	$	60,377	$	114,208	$	41,336		$	—		$	215,921
Other accrued expenses	83,170		85,638		12,301			(27,491		)	153,618
Intercompany payable - current	4,948		—		4,996			(9,944		)	—
Total current liabilities	148,495		199,846		58,633			(37,435		)	369,539
Other liabilities:
Long-term debt	196,712		—		—			—			196,712
Other liabilities	69,391		32,574		4,489			—			106,454
Intercompany payable - noncurrent	1,013,254		21,078		271,709			(1,306,041		)	—
Total other liabilities	1,279,357		53,652		276,198			(1,306,041		)	303,166
Equity:
Caleres, Inc. shareholders’ equity	540,910		582,055		355,867			(937,922		)	540,910
Noncontrolling interests	—		—		712			—			712
Total equity	540,910		582,055		356,579			(937,922		)	541,622
Total liabilities and equity	$	1,968,762	$	835,553	$	691,410		$	(2,281,398	)	$	1,214,327

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED JANUARY 31, 2015
							Non-Guarantors
($ thousands)	Parent			Guarantors						Eliminations			Total
Net sales	$	788,708		$	1,634,375		$	329,765		$	(181,139	)	$	2,571,709
Cost of goods sold	570,343			899,968			213,716			(152,418		)	1,531,609
Gross profit	218,365			734,407			116,049			(28,721		)	1,040,100
Selling and administrative expenses	231,141			633,073			75,189			(28,721		)	910,682
Restructuring and other special charges, net	3,484			—			—			—			3,484
Operating (loss) earnings	(16,260		)	101,334			40,860			—			125,934
Interest expense	(20,444		)	(1		)	—			—			(20,445		)
Loss on early extinguishment of debt	(420		)	—			—			—			(420		)
Interest income	31			—			348			—			379
Intercompany interest income (expense)	12,115			(12,826		)	711			—			—
Gain on sale of subsidiary	—			—			4,679			—			4,679
(Loss) earnings before income taxes	(24,978		)	88,507			46,598			—			110,127
Income tax benefit (provision)	10,599			(34,710		)	(3,073		)	—			(27,184		)
Equity in earnings of subsidiaries, net of tax	97,229			—			37			(97,266		)	—
Net earnings	82,850			53,797			43,562			(97,266		)	82,943
Less: Net earnings attributable to noncontrolling interests	—			—			93			—			93
Net earnings attributable to Caleres, Inc.	$	82,850		$	53,797		$	43,469		$	(97,266	)	$	82,850

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE FISCAL YEAR ENDED JANUARY 31, 2015
						Non-Guarantors
($ thousands)	Parent			Guarantors					Eliminations			Total
Net earnings	$	82,850		$	53,797	$	43,562		$	(97,266	)	$	82,943
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	—			—		(3,145		)	—			(3,145		)
Pension and other postretirement benefits adjustments	(10,003		)	—		(346		)	—			(10,349		)
Derivative financial instruments	(1,250		)	—		736			—			(514		)
Other comprehensive loss from investment in subsidiaries	(2,711		)	—		—			2,711			—
Other comprehensive loss, net of tax	(13,964		)	—		(2,755		)	2,711			(14,008		)
Comprehensive income	68,886			53,797		40,807			(94,555		)	68,935
Comprehensive income attributable to noncontrolling interests	—			—		49			—			49
Comprehensive income attributable to Caleres, Inc.	$	68,886		$	53,797	$	40,758		$	(94,555	)	$	68,886

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED JANUARY 31, 2015
							Non-Guarantors
($ thousands)	Parent			Guarantors						Eliminations		Total
Net cash (used for) provided by operating activities	$	(11,728	)	$	99,709		$	30,831		$	—	$	118,812
Investing activities
Purchases of property and equipment	(7,129		)	(33,067		)	(4,756		)	—		(44,952		)
Capitalized software	(4,834		)	(194		)	(58		)	—		(5,086		)
Acquisition of trademarks	(65,065		)	—			—			—		(65,065		)
Investment in nonconsolidated affiliate	—			—			(7,000		)	—		(7,000		)
Net proceeds from sale of subsidiaries, inclusive of note receivable	—			—			10,120			—		10,120
Intercompany investing	(2,314		)	(124		)	2,438			—		—
Net cash (used for) provided by investing activities	(79,342		)	(33,385		)	744			—		(111,983		)
Financing activities
Borrowings under revolving credit agreement	867,000			—			—			—		867,000
Repayments under revolving credit agreement	(874,000		)	—			—			—		(874,000		)
Dividends paid	(12,237		)	—			—			—		(12,237		)
Debt issuance costs	(2,618		)	—			—			—		(2,618		)
Issuance of common stock under share-based plans, net	443			—			—			—		443
Excess tax benefit related to share-based plans	929			—			—			—		929
Intercompany financing	125,444			(66,324		)	(59,120		)	—		—
Net cash provided by (used for) financing activities	104,961			(66,324		)	(59,120		)	—		(20,483		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1,489		)	—		(1,489		)
Increase (decrease) in cash and cash equivalents	13,891			—			(29,034		)	—		(15,143		)
Cash and cash equivalents at beginning of year	—			—			82,546			—		82,546
Cash and cash equivalents at end of year	$	13,891		$	—		$	53,512		$	—	$	67,403

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2014
							Non-Guarantors
($ thousands)	Parent			Guarantors						Eliminations			Total
Net sales	$	733,996		$	1,631,755		$	361,277		$	(213,915	)	$	2,513,113
Cost of goods sold	549,281			900,043			236,113			(186,612		)	1,498,825
Gross profit	184,715			731,712			125,164			(27,303		)	1,014,288
Selling and administrative expenses	217,902			629,405			89,745			(27,303		)	909,749
Restructuring and other special charges, net	686			—			576			—			1,262
Impairment of assets held for sale	—			—			4,660			—			4,660
Operating (loss) earnings	(33,873		)	102,307			30,183			—			98,617
Interest expense	(21,163		)	(1		)	(90		)	—			(21,254		)
Interest income	23			—			354			—			377
Intercompany interest income (expense)	13,414			(13,060		)	(354		)	—			—
(Loss) earnings before income taxes from continuing operations	(41,599		)	89,246			30,093			—			77,740
Income tax benefit (provision)	20,427			(35,727		)	(8,458		)	—			(23,758		)
Equity in earnings (loss) from continuing operations of subsidiaries, net of tax	75,331			—			(168		)	(75,163		)	—
Net earnings from continuing operations	54,159			53,519			21,467			(75,163		)	53,982
Discontinued operations:
(Loss) earnings from discontinued operations, net of tax	(5,296		)	—			722			—			(4,574		)
Disposition/impairment of discontinued operations, net of tax	—			—			(11,512		)	—			(11,512		)
Equity in loss from discontinued operations of subsidiaries, net of tax	(10,790		)	—			—			10,790			—
Net loss from discontinued operations	(16,086		)	—			(10,790		)	10,790			(16,086		)
Net earnings	38,073			53,519			10,677			(64,373		)	37,896
Plus: Net loss attributable to noncontrolling interests	—			—			(177		)	—			(177		)
Net earnings attributable to Caleres, Inc.	$	38,073		$	53,519		$	10,854		$	(64,373	)	$	38,073

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2014
						Non-Guarantors
($ thousands)	Parent			Guarantors					Eliminations			Total
Net earnings	$	38,073		$	53,519	$	10,677		$	(64,373	)	$	37,896
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	—			—		(4,538		)	—			(4,538		)
Pension and other postretirement benefits adjustments	19,114			—		415			—			19,529
Derivative financial instruments	(55		)	—		874			—			819
Other comprehensive loss from investment in subsidiaries	(3,317		)	—		—			3,317			—
Other comprehensive income (loss), net of tax	15,742			—		(3,249		)	3,317			15,810
Comprehensive income	53,815			53,519		7,428			(61,056		)	53,706
Comprehensive loss attributable to noncontrolling interests	—			—		(109		)	—			(109		)
Comprehensive income attributable to Caleres, Inc.	$	53,815		$	53,519	$	7,537		$	(61,056	)	$	53,815

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2014
							Non-Guarantors
($ thousands)	Parent			Guarantors						Eliminations		Total
Net cash provided by (used for) operating activities	$	60,886		$	62,603		$	(19,457	)	$	—	$	104,032
Investing activities
Purchases of property and equipment	(5,595		)	(34,606		)	(3,767		)	—		(43,968		)
Capitalized software	(4,920		)	(193		)	(122		)	—		(5,235		)
Net proceeds from sale of subsidiaries	—			—			69,347			—		69,347
Intercompany investing	(1,128		)	(247		)	1,375			—		—
Net cash (used for) provided by investing activities	(11,643		)	(35,046		)	66,833			—		20,144
Financing activities
Borrowings under revolving credit agreement	1,129,000			—			—			—		1,129,000
Repayments under revolving credit agreement	(1,227,000		)	—			—			—		(1,227,000		)
Dividend paid	(12,105		)	—			—			—		(12,105		)
Issuance of common stock under share-based plans, net	804			—			—			—		804
Excess tax benefit related to share-based plans	3,439			—			—			—		3,439
Contributions by noncontrolling interest	—			—			50			—		50
Intercompany financing	56,619			(27,557		)	(29,062		)	—		—
Net cash used for by financing activities	(49,243		)	(27,557		)	(29,012		)	—		(105,812		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(4,041		)	—		(4,041		)
Increase in cash and cash equivalents	—			—			14,323			—		14,323
Cash and cash equivalents at beginning of year	—			—			68,223			—		68,223
Cash and cash equivalents at end of year	$	—		$	—		$	82,546		$	—	$	82,546