Basis of Presentation and General

6 Months Ended

Aug. 02, 2025

Basis of Presentation and General

Basis of Presentation and General

Note 1    Basis of Presentation and General

Basis of Presentation

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

The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales.  Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, the Company has experienced more equal distribution among the quarters in recent years. Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

The accompanying condensed consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025.

Use of Estimates

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

Noncontrolling Interests

Noncontrolling interests in the Company’s condensed consolidated financial statements result from the accounting for noncontrolling interests in partially-owned consolidated subsidiaries or affiliates. In 2019, the Company entered into a joint venture with Brand Investment Holding Limited (“Brand Investment Holding”), a member of the Gemkell Group, to sell Sam Edelman, Naturalizer and other branded footwear in China. The Company and Brand Investment Holding are each 50% owners of the joint venture, which is named CLT Brand Solutions (“CLT”). During the thirteen and twenty-six weeks ended August 2, 2025, capital contributions of $1.0 million and $4.5 million, respectively, were made to CLT, including $0.5 million and $2.3 million, respectively, received from Brand Investment Holding.  During the thirteen and twenty-six weeks ended August 3, 2024, capital contributions of $1.0 million were made to CLT, including $0.5 million received from Brand Investment Holding

Net sales and operating losses of CLT for the periods ended August 2, 2025 and August 3, 2024 were as follows:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
($ thousands)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net sales	$	13,374	$	10,098	$	20,584	$	15,820
Operating earnings (loss)		700		688		(1,296)		388

The Company consolidates CLT into its condensed consolidated financial statements on a one-month lag. Net earnings (loss) attributable to noncontrolling interests represents the share of net earnings or losses that is attributable to Brand Investment Holding. Transactions between the Company and the joint venture have been eliminated in the condensed consolidated financial statements.

Supplier Finance Program

The Company facilitates a voluntary supplier finance program (“the Program”) that provides certain of the Company’s suppliers the opportunity to sell receivables related to products that the Company has purchased to participating financial institutions at a rate that leverages the Company’s credit rating, which may be more beneficial to the suppliers than the rate they can obtain based upon their own credit rating. The Company negotiates payment and other terms directly with the suppliers, regardless of whether the supplier participates in the Program, and the Company’s responsibility is limited to making payment based on the terms originally negotiated with the supplier.  The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financial

institutions.  The liabilities to the suppliers that participate in the Program are presented as accounts payable in the Company’s condensed consolidated balance sheets, with changes reflected within cash flows from operating activities when settled.  As of August 2, 2025 and August 3, 2024, the Company had $22.8 million and $15.8 million, respectively, of accounts payable subject to the Program arrangements.

The following table is a rollforward of the obligations confirmed under the Program for August 2, 2025 and August 3, 2024:

	Twenty-Six Weeks Ended
($ thousands)	August 2, 2025		August 3, 2024
Confirmed obligations outstanding at the beginning of the period	$	21,970	$	12,955
Invoices confirmed during the period		53,104		52,445
Confirmed invoices paid during the period		(52,265)		(49,592)
Confirmed obligations outstanding at the end of the period	$	22,809	$	15,808

Property and Equipment, Held for Sale

In January 2025, the Company entered into an agreement to sell the main portion of its nine-acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri, subject to certain closing conditions.  In February 2025, the Company entered into two letters of intent to sell the remaining portions of the Campus.  In April 2025, the Company entered into an agreement to sell one of the remaining parcels.  The Company expects each of the components of the Campus to qualify as a completed sale within the next year.  Accordingly, the Campus, primarily consisting of land and buildings, has been classified as property and equipment, held for sale on the consolidated balance sheet as of August 2, 2025 within the Eliminations and Other category.  The Company evaluated the Campus asset group for impairment and determined that no indicators were present as of August 2, 2025.

Subsequent Event - Acquisition of Stuart Weitzman

On August 4, 2025, the Company completed the previously announced acquisition of Stuart Weitzman from Tapestry, Inc.  Stuart Weitzman has been an iconic global luxury women’s footwear brand for over 35 years.  The purchase price for the acquisition was $120.2 million, which included an estimated $11.5 million in cash received at the closing.  Excluding cash received at the closing, the net purchase price was $108.7 million.  The purchase price is subject to final adjustments for net working capital.  The financial results of Stuart Weitzman  will be included in the Brand Portfolio segment beginning in the third quarter of 2025.  All forward-looking estimates and projections, such as amortization expense, capital expenditures and store openings, exclude the potential impact of the Stuart Weitzman acquisition and operations.