8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 12, 2020

CALERES, INC.

(Exact name of registrant as specified in its charter)

New York	1-2191	43-0197190
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

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

(314) 854-4000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02   Results of Operations and Financial Condition

On March 12, 2020, Caleres, Inc. (the "Company") issued a press release (the "Press Release") announcing, among other things, its results of operations for the quarter ended February 1, 2020.  A copy of the Press Release is being furnished as Exhibit 99.1 hereto, and the statements contained therein are incorporated by reference herein.

In accordance with General Instruction B.2. of Form 8-K, the information contained in Item 2.02 and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01   Financial Statements and Exhibits

(d)	Exhibits
	99.1	Press Release Issued March 12, 2020
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	CALERES, INC.
	(Registrant)
Date:  March 12, 2020	/s/ Thomas C. Burke
	Thomas C. Burke
	Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated March 12, 2020

EX-99.1

Exhibit 99.1

News

Contacts:

Ken Hannah

khannah@caleres.com

Logan Bonacorsi

lbonacorsi@caleres.com

Caleres Reports Fourth Quarter and Full Year 2019 Results
Provides Annual 2020 Guidance

ST. LOUIS, March 12, 2020 - Caleres (NYSE: CAL, caleres.com), a diverse portfolio of global footwear brands, today reported fourth quarter 2019 financial results.

“Despite a challenging footwear market that resulted in our earnings to be less than expected, Caleres made excellent progress on a range of value-creating strategic objectives during 2019,” said Diane Sullivan, CEO, president and chairman of Caleres. “These accomplishments include:

• Strengthening the connections with our consumers with a 23% year-over-year growth in our ecommerce-related direct to consumer business and the successful launch and execution of the Famous Footwear rewards program;

• Broadening the reach and power of our brands by strategically managing the portfolio to include our exclusive partnership with Veronica Beard and the relaunch of the legacy Zodiac brand while at the same time shifting away from DvF and Carlos Santana and repositioning Via Spiga; and

• Aggressively managing the variables within our control with a year-over-year reduction of capital expenditures and inventory levels and the implementation of further cost-containment initiatives that will carry into 2020.

“Furthermore, we generated $170.8 million of cash flow from operations and put that cash to good use by investing wisely in our businesses, returning approximately $45 million to shareholders through our share repurchase program and long-standing dividend and reducing the borrowing under our credit facility by $60 million.”

Coronavirus

Caleres is actively monitoring the Coronavirus, focusing first and foremost on the health and well-being of its global workforce. The executive management team is meeting regularly to rigorously evaluate the potential impact of the virus on the supply chain and broader consumer sentiment, and is taking prudent steps to protect the business and adjust its short term strategy in response to this dynamic health crisis.

Fourth Quarter 2019 Results Versus Fourth Quarter 2018

• Consolidated sales of $698.9 million were down approximately 3.0%   

–  Famous Footwear total sales of $369.5 million, up 1.2%, with same-store-sales up 5.1%

–  Brand Portfolio sales of $346.0 million, down 9.4%

• Gross profit was $278.8 million, while gross margin was 39.9% and adjusted gross margin was 40.1%

• SG&A expense of $260.8 million represented 37.3% of sales

• Operating earnings were $5.7 million and adjusted operating earnings were $19.6 million

• Net earnings for the quarter were $0.4 million, resulting in an earnings per diluted share of $0.01, including $0.33 for the below items:

–  Cost containment initiatives of $0.27, including the voluntary early retirement program and other restructuring actions 

–  Brand Portfolio expense of $0.03 related to brand exit costs

–  Fair value adjustment of $0.03 associated with the mandatory purchase obligation for Blowfish Malibu

• Adjusted net earnings were $13.94 million, while adjusted diluted net earnings per share were $0.34 and included approximately $0.07 of dilution related to Vionic interest and amortization expense

1

Fiscal 2019 Results Versus Fiscal 2018

• Consolidated sales of $2,921.6 million were up 3.1%   

–  Brand Portfolio sales of $1,406.5 million, up 7.1%, driven by the company’s 2018 acquisitions

–  Famous Footwear total sales of $1,588.1 million, down 1.2%, with same-store-sales up 2.0%  

• Gross profit was $1,184.4 million, while gross margin was 40.5% and adjusted gross margin was 40.8%

• SG&A expense of $1,065.8 million represented 36.5% of sales

• Operating earnings were $103.8 million and adjusted operating earnings were $127.4 million  

• Net earnings for the year were $62.8 million, resulting in an earnings per diluted share of $1.53, including $0.57 for the below items 

– Cost containment initiatives of $0.27, including the voluntary early retirement program and other restructuring actions

– Vionic acquisition and integration-related costs of $0.14 

– Brand Portfolio expense of $0.06 related to brand exits

– Fair value adjustment of $0.10 associated with the mandatory purchase obligation for Blowfish Malibu

• Adjusted net earnings of $86.4 million were down approximately 9%, while adjusted diluted net earnings per share were down approximately 5% to $2.10 per share, including approximately $0.22 of dilution primarily related to Vionic interest and amortization expense 

Balance Sheet and Cash Flow

• Cash and equivalents were $45.2 million and cash from operations was $170.8 million

• Outstanding borrowings under the revolving credit facility totaled $275.0 million, down $60 million for the year

• Inventory of $618.4 million was down 9.5% year-over-year

• Capital expenditures were $50.2 million, a decline of $16.7 million year-over-year

• Share repurchases and dividends totaled $45 million in 2019

2020 Outlook

“Looking ahead, in the short-term, we do anticipate disruptions related to the Coronavirus and are expecting headwinds between $0.15 and $0.20 per share in the first quarter of 2020. While potential impacts on full year 2020 results are difficult to quantify at this early stage, we will continue to actively assess the situation. We are approaching 2020 with a laser focus on managing the variables within our control and leveraging the capabilities of our operations and the investments we’ve made for the future. We are confident in the strength of our portfolio and firmly believe we have the right team and right strategy in place to manage through this dynamic marketplace,” Sullivan said.

2020 Guidance

Consolidated net sales	Flat at $2.95 billion
Brand Portfolio sales	Flat-to-low single digits
Famous Footwear same-store-sales	Up low single digits
Earnings per diluted share	$1.95 to $2.15

Investor Conference Call

Caleres will host an investor conference call at 4:30 p.m. ET today, Thursday, March 12.  The webcast and slides will be available at investor.caleres.com/news/events.  A live conference call will be available at (877) 217-9089 for analysts in North America or (706) 679-1723 for international analysts by using the conference ID 5282859.  A replay will be available at investor.caleres.com/news/events/archive for a limited period.  Investors may also access the replay by dialing (855) 859-2056 in North America or (404) 537-3406 internationally and using the conference ID 5282859 through Wednesday, March 18.

Definitions

All references in this press release, outside of the condensed consolidated financial statements that follow, unless otherwise noted, related to net earnings attributable to Caleres, Inc. and diluted earnings per common share attributable to Caleres, Inc. shareholders, are presented as net earnings and earnings per diluted share, respectively.

Non-GAAP Financial Measures

In this press release, the company’s financial results are provided both in accordance with generally accepted accounting principles (GAAP) and using certain non-GAAP financial measures. In particular, the company provides historic and estimated future gross profit, operating earnings, EBITDA (earnings before interest, taxes, depreciation, and amortization), net earnings and earnings per diluted share adjusted to exclude certain gains, charges and recoveries, which are non-GAAP financial measures. These results are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help identify underlying trends in the company’s business and provide useful information to both management and investors by excluding certain items that may not be indicative of the company’s core operating results. These measures should not be considered a substitute for or superior to GAAP results. 

2

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release 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.  These risks include (i) changing consumer demands, which may be influenced by consumers' disposable income, which in turn can be influenced by general economic conditions and other factors; (ii) rapidly changing fashion trends and consumer preferences and purchasing patterns; (iii) intense competition within the footwear industry; (iv) 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; (v) imposition of tariffs; (vi) the ability to accurately forecast sales and manage inventory levels; (vii) cybersecurity threats or other major disruption to the Company’s information technology systems; (viii) customer concentration and increased consolidation in the retail industry; (ix) transitional challenges with acquisitions; (x) a disruption in the Company’s distribution centers; (xi) foreign currency fluctuations; (xii) changes to tax laws, policies and treaties; (xiii) the ability to recruit and retain senior management and other key associates;  (xiv) compliance with applicable laws and standards with respect to labor, trade and product safety issues; (xv) the ability to secure/exit leases on favorable terms; (xvi) the ability to maintain relationships with current suppliers; (xvii) the ability to attract, retain, and maintain good relationships with licensors and protect our intellectual property rights; and (xviii) the recent coronavirus outbreak and its adverse impact on our supply chain operations and our business, sales and results of operations around the world.  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 Item 1A of the company’s Annual Report on Form 10-K for the year ended February 2, 2019, 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.

# # #

About Caleres

Caleres is a diverse portfolio of global footwear brands.  Our products are available virtually everywhere - in the more than 1,175 retail stores we operate, in hundreds of major department and specialty stores, on our branded e-commerce sites, and on many additional third-party retail websites.  Famous Footwear offers great casual and athletic brands for the entire family with convenient, curated, affordable collections.  Sam Edelman keeps expressive women in step with the latest trends in a playful, whimsical way.  Naturalizer shoes are beautiful from the inside out, with elegant simplicity and legendary fit re-imagined for today’s consumer.  Allen Edmonds combines old world craft with new world technology to create luxe footwear for the discerning man who wants sophisticated, modern classics.  Rounding out our family of brands are Vionic, Vince, Franco Sarto, Dr. Scholl’s Shoes, LifeStride, Blowfish Malibu, Bzees, Circus by Sam Edelman, Fergie and Ryka.  Combined, these brands make Caleres a company with both a legacy and a mission.  Our legacy is our more than 140 years of craftsmanship and our passion for fit, while our mission is to continue to inspire people to feel great… feet first. Visit caleres.com to learn more about us.

3

SCHEDULE 1

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

	(Unaudited)
	Thirteen Weeks Ended						Fifty-Two Weeks Ended
(Thousands, except per share data)	February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019
Net sales	$	698,948		$	720,263		$	2,921,562		$	2,834,846
Cost of goods sold		420,138			442,551			1,737,202			1,678,502
Gross profit		278,810			277,712			1,184,360			1,156,344
Selling and administrative expenses		260,788			267,210			1,065,760			1,041,765
Impairment of goodwill and intangible assets		—			98,044			—			98,044
Restructuring and other special charges, net		12,353			6,895			14,787			16,134
Operating earnings (loss)		5,669			(94,437	)		103,813			401
Interest expense, net		(7,835	)		(6,782	)		(33,123	)		(18,277	)
Loss on early extinguishment of debt		—			(186	)		—			(186	)
Other income, net		1			3,054			7,903			12,308
(Loss) earnings before income taxes		(2,165	)		(98,351	)		78,593			(5,754	)
Income tax benefit (provision)		2,174			22,924			(16,511	)		273
Net earnings (loss)		9			(75,427	)		62,082			(5,481	)
Net (loss) earnings attributable to noncontrolling interests		(399	)		25			(737	)		(40	)
Net earnings (loss) attributable to Caleres, Inc.	$	408		$	(75,452	)	$	62,819		$	(5,441	)
Basic earnings (loss) per common share attributable to Caleres, Inc. shareholders	$	0.01		$	(1.83	)	$	1.53		$	(0.13	)
Diluted earnings (loss) per common share attributable to Caleres, Inc. shareholders	$	0.01		$	(1.83	)	$	1.53		$	(0.13	)

4

SCHEDULE 2

CALERES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	February 1, 2020		February 2, 2019
(Thousands)
ASSETS
Cash and cash equivalents	$	45,218	$	30,200
Receivables, net		162,181		191,722
Inventories, net		618,406		683,171
Prepaid expenses and other current assets		56,494		71,354
Total current assets		882,299		976,447
Lease right-of-use assets		695,594		—
Property and equipment, net		224,846		230,784
Goodwill and intangible assets, net		539,579		549,897
Other assets		89,389		81,440
Total assets	$	2,431,707	$	1,838,568
LIABILITIES AND EQUITY
Borrowings under revolving credit agreement	$	275,000	$	335,000
Trade accounts payable		267,018		316,298
Lease obligations		127,869		—
Other accrued expenses		181,063		202,038
Total current liabilities		850,950		853,336
Noncurrent lease obligations		629,032		—
Long-term debt		198,391		197,932
Deferred rent		—		54,850
Other liabilities		104,204		97,015
Total other liabilities		931,627		349,797
Total Caleres, Inc. shareholders’ equity		645,950		634,053
Noncontrolling interests		3,180		1,382
Total equity		649,130		635,435
Total liabilities and equity	$	2,431,707	$	1,838,568

5

SCHEDULE 3

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	(Unaudited)
	Fifty-Two Weeks Ended
(Thousands)	February 1, 2020			February 2, 2019
OPERATING ACTIVITIES:
Net cash provided by operating activities	$	170,786		$	129,589
INVESTING ACTIVITIES:
Purchases of property and equipment		(44,533	)		(62,483	)
Disposals of property and equipment		636			—
Capitalized software		(5,619	)		(4,416	)
Acquisition of Blowfish Malibu, net of cash received		—			(16,792	)
Acquisition of Vionic, net of cash received		—			(352,666	)
Net cash used for investing activities		(49,516	)		(436,357	)
FINANCING ACTIVITIES:
Borrowings under revolving credit agreement		288,500			360,000
Repayments under revolving credit agreement		(348,500	)		(25,000	)
Dividends paid		(11,422	)		(11,983	)
Debt issuance costs		—			(1,298	)
Acquisition of treasury stock		(33,424	)		(43,771	)
Issuance of common stock under share-based plans, net		(2,644	)		(4,372	)
Contributions by noncontrolling interests		2,500			—
Other		(1,342	)		(406	)
Net cash (used for) provided by financing activities		(106,332	)		273,170
Effect of exchange rate changes on cash and cash equivalents		80			(249	)
Increase (decrease) in cash and cash equivalents		15,018			(33,847	)
Cash and cash equivalents at beginning of period		30,200			64,047
Cash and cash equivalents at end of period	$	45,218		$	30,200

6

SCHEDULE 4

CALERES, INC.

RECONCILIATION OF NET EARNINGS AND DILUTED EARNINGS PER SHARE (GAAP BASIS) TO ADJUSTED NET EARNINGS AND ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP BASIS)

	(Unaudited)
	Thirteen Weeks Ended
	February 1, 2020						February 2, 2019
(Thousands, except per share data)	Pre-Tax Impact of Charges/Other Items		Net Earnings Attributable to Caleres, Inc.		Diluted Earnings Per Share		Pre-Tax Impact of Charges/Other Items		Net (Loss) Earnings Attributable to Caleres, Inc.			Diluted (Loss) Earnings Per Share
GAAP earnings			$	408	$	0.01			$	(75,452	)	$	(1.83	)
Charges/other items:
Expense containment initiatives	$	15,033		11,189		0.27	$	—		—			—
Fair value adjustment to Blowfish purchase obligation		1,545		1,147		0.03		—		—			—
Brand Portfolio - business exits		1,615		1,198		0.03		2,395		1,779			0.04
Impairment of goodwill and intangible assets		—		—		—		98,044		83,044			2.01
Vionic acquisition and integration-related costs		—		—		—		8,346		5,756			0.14
Integration and reorganization of men's brands		—		—		—		1,014		754			0.02
Logistics transition		—		—		—		4,488		3,326			0.08
Blowfish Malibu acquisition and integration-related costs		—		—		—		244		238			0.01
Retail operations restructuring		—		—		—		392		287			0.01
Loss on early extinguishment of debt		—		—		—		186		138			0.00
Income tax reform		—		—		—		—		(3,891	)		(0.10	)
Total charges/other items	$	18,193	$	13,534	$	0.33	$	115,109	$	91,431		$	2.21
Adjusted earnings			$	13,942	$	0.34			$	15,979		$	0.38

	(Unaudited)
	Fifty-Two Weeks Ended
	February 1, 2020						February 2, 2019
(Thousands, except per share data)	Pre-Tax Impact of Charges/Other Items		Net Earnings Attributable to Caleres, Inc.		Diluted Earnings Per Share		Pre-Tax Impact of Charges/Other Items		Net (Loss) Earnings Attributable to Caleres, Inc.			Diluted (Loss) Earnings Per Share
GAAP earnings			$	62,819	$	1.53			$	(5,441	)	$	(0.13	)
Charges/other items:
Expense containment initiatives	$	15,033		11,189		0.27	$	—		—			—
Vionic acquisition and integration-related costs		7,696		5,714		0.14		13,368		9,926			0.23
Fair value adjustment to Blowfish purchase obligation		5,428		4,031		0.10		—		—			—
Brand Portfolio - business exits		3,520		2,613		0.06		2,395		1,779			0.04
Impairment of goodwill and intangible assets		—		—		—		98,044		83,044			1.93
Integration and reorganization of men's brands		—		—		—		5,841		4,328			0.10
Logistics transition		—		—		—		4,488		3,326			0.08
Blowfish Malibu acquisition and integration-related costs		—		—		—		2,022		1,557			0.04
Retail operations restructuring		—		—		—		392		287			0.01
Loss on early extinguishment of debt		—		—		—		186		138			0.00
Income tax reform		—		—		—		—		(3,891	)		(0.09	)
Total charges/other items	$	31,677	$	23,547	$	0.57	$	126,736	$	100,494		$	2.34
Adjusted earnings			$	86,366	$	2.10			$	95,053		$	2.21

7

SCHEDULE 5

CALERES, INC.

SUMMARY FINANCIAL RESULTS BY SEGMENT

SUMMARY FINANCIAL RESULTS

	(Unaudited)
	Thirteen Weeks Ended
	Famous Footwear						Brand Portfolio						Eliminations and Other						Consolidated
(Thousands)	February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019
Net sales	$	369,468		$	365,160		$	345,972		$	382,001		$	(16,492	)	$	(26,898	)	$	698,948		$	720,263
Gross profit		157,140			156,028			121,095			123,212			575			(1,528	)		278,810			277,712
Adjusted gross profit		157,140			156,028			122,710			133,197			575			(1,528	)		280,425			287,697
Gross profit rate		42.5	%		42.7	%		35.0	%		32.3	%		(3.5	)%		5.7	%		39.9	%		38.6	%
Adjusted gross profit rate		42.5	%		42.7	%		35.5	%		34.9	%		(3.5	)%		5.7	%		40.1	%		39.9	%
Operating earnings (loss)		6,860			5,757			11,928			(93,450	)		(13,119	)		(6,744	)		5,669			(94,437	)
Adjusted operating earnings (loss)		10,343			6,149			18,621			20,678			(9,327	)		(6,341	)		19,637			20,486
Operating earnings %		1.9	%		1.6	%		3.4	%		(24.5	)%		79.5	%		25.1	%		0.8	%		(13.1	)%
Adjusted operating earnings %		2.8	%		1.7	%		5.4	%		5.4	%		56.6	%		23.6	%		2.8	%		2.8	%
Same-store sales % (on a 13-week basis)		5.1	%		1.1	%		(0.6	)%		0.2	%		—	%		—	%		—	%		—	%
Number of stores		949			992			228			229			—			—			1,177			1,221

RECONCILIATION OF ADJUSTED RESULTS (NON-GAAP)

	(Unaudited)
	Thirteen Weeks Ended
	Famous Footwear				Brand Portfolio					Eliminations and Other						Consolidated
(Thousands)	February 1, 2020		February 2, 2019		February 1, 2020		February 2, 2019			February 1, 2020			February 2, 2019			February 1, 2020		February 2, 2019
Gross profit	$	157,140	$	156,028	$	121,095	$	123,212		$	575		$	(1,528	)	$	278,810	$	277,712
Charges/Other Items:
Blowfish Malibu acquisition and integration-related costs		—		—		—		244			—			—			—		244
Vionic acquisition and integration-related costs		—		—		—		7,973			—			—			—		7,973
Brand Portfolio - business exits		—		—		1,615		1,768			—			—			1,615		1,768
Total charges/other items		—		—		1,615		9,985			—			—			1,615		9,985
Adjusted gross profit	$	157,140	$	156,028	$	122,710	$	133,197		$	575		$	(1,528	)	$	280,425	$	287,697
Operating earnings (loss)	$	6,860	$	5,757	$	11,928	$	(93,450	)	$	(13,119	)	$	(6,744	)	$	5,669	$	(94,437	)
Charges/Other Items:
Expense containment initiatives		3,483		—		5,078		—			3,792			—			12,353		—
Brand Portfolio - business exits		—		—		1,615		2,395			—			—			1,615		2,395
Impairment of goodwill and intangible assets		—		—		—		98,044			—			—			—		98,044
Integration and reorganization of men's brands		—		—		—		984			—			30			—		1,014
Logistics transition		—		—		—		4,488			—			—			—		4,488
Blowfish Malibu acquisition and integration-related costs		—		—		—		244			—			—			—		244
Vionic acquisition and integration-related costs		—		—		—		7,973			—			373			—		8,346
Retail operations restructuring		—		392		—		—			—			—			—		392
Total charges/other items		3,483		392		6,693		114,128			3,792			403			13,968		114,923
Adjusted operating earnings (loss)	$	10,343	$	6,149	$	18,621	$	20,678		$	(9,327	)	$	(6,341	)	$	19,637	$	20,486

8

SCHEDULE 5

CALERES, INC.

SUMMARY FINANCIAL RESULTS BY SEGMENT

SUMMARY FINANCIAL RESULTS

	(Unaudited)
	Fifty-Two Weeks Ended
	Famous Footwear						Brand Portfolio						Eliminations and Other						Consolidated
(Thousands)	February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019
Net sales	$	1,588,057		$	1,606,808		$	1,406,460		$	1,313,551		$	(72,955	)	$	(85,513	)	$	2,921,562		$	2,834,846
Gross profit		675,401			690,830			506,556			466,919			2,403			(1,405	)		1,184,360			1,156,344
Adjusted gross profit		675,401			690,830			515,337			479,291			2,403			(1,405	)		1,193,141			1,168,716
Gross profit rate		42.5	%		43.0	%		36.0	%		35.5	%		(3.3	)%		1.6	%		40.5	%		40.8	%
Adjusted gross profit rate		42.5	%		43.0	%		36.6	%		36.5	%		(3.3	)%		1.6	%		40.8	%		41.2	%
Operating earnings (loss)		76,896			85,268			58,153			(40,799	)		(31,236	)		(44,068	)		103,813			401
Adjusted operating earnings (loss)		80,379			85,660			72,640			80,152			(25,637	)		(38,861	)		127,382			126,951
Operating earnings %		4.8	%		5.3	%		4.1	%		(3.1	)%		42.8	%		51.5	%		3.6	%		0.0	%
Adjusted operating earnings %		5.1	%		5.3	%		5.2	%		6.1	%		35.1	%		45.4	%		4.4	%		4.5	%
Same-store sales % (on a 52-week basis)		2.0	%		1.5	%		(5.8	)%		(0.1	)%		—	%		—	%		—	%		—	%
Number of stores		949			992			228			229			—			—			1,177			1,221

RECONCILIATION OF ADJUSTED RESULTS (NON-GAAP)

	(Unaudited)
	Fifty-Two Weeks Ended
	Famous Footwear				Brand Portfolio					Eliminations and Other						Consolidated
(Thousands)	February 1, 2020		February 2, 2019		February 1, 2020		February 2, 2019			February 1, 2020			February 2, 2019			February 1, 2020		February 2, 2019
Gross profit	$	675,401	$	690,830	$	506,556	$	466,919		$	2,403		$	(1,405	)	$	1,184,360	$	1,156,344
Charges/Other Items:
Vionic acquisition and integration-related costs		—		—		5,812		8,886			—			—			5,812		8,886
Brand Portfolio - business exits		—		—		2,969		1,769			—			—			2,969		1,769
Blowfish Malibu acquisition and integration-related costs		—		—		—		1,717			—			—			—		1,717
Total charges/other items		—		—		8,781		12,372			—			—			8,781		12,372
Adjusted gross profit	$	675,401	$	690,830	$	515,337	$	479,291		$	2,403		$	(1,405	)	$	1,193,141	$	1,168,716
Operating earnings (loss)	$	76,896	$	85,268	$	58,153	$	(40,799	)	$	(31,236	)	$	(44,068	)	$	103,813	$	401
Charges/Other Items:
Expense containment initiatives		3,483		—		5,078		—			3,792			—			12,353		—
Vionic acquisition and integration-related costs		—		—		5,889		8,886			1,807			4,482			7,696		13,368
Brand Portfolio - business exits		—		—		3,520		2,395			—			—			3,520		2,395
Impairment of goodwill and intangible assets		—		—		—		98,044			—			—			—		98,044
Integration and reorganization of men's brands		—		—		—		5,421			—			420			—		5,841
Logistics transition		—		—		—		4,488			—			—			—		4,488
Blowfish Malibu acquisition and integration-related costs		—		—		—		1,717			—			305			—		2,022
Retail operations restructuring		—		392		—		—			—			—			—		392
Total charges/other items		3,483		392		14,487		120,951			5,599			5,207			23,569		126,550
Adjusted operating earnings (loss)	$	80,379	$	85,660	$	72,640	$	80,152		$	(25,637	)	$	(38,861	)	$	127,382	$	126,951

9

SCHEDULE 6

CALERES, INC.

BASIC AND DILUTED EARNINGS PER SHARE RECONCILIATION

	(Unaudited)
	Thirteen Weeks Ended						Fifty-Two Weeks Ended
(Thousands, except per share data)	February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019
Net earnings (loss) attributable to Caleres, Inc.:
Net earnings (loss)	$	9		$	(75,427	)	$	62,082		$	(5,481	)
Net loss (earnings) attributable to noncontrolling interests		399			(25	)		737			40
Net earnings (loss) attributable to Caleres, Inc.		408			(75,452	)		62,819			(5,441	)
Net earnings allocated to participating securities		(45	)		—			(1,988	)		—
Net earnings (loss) attributable to Caleres, Inc. after allocation of earnings to participating securities	$	363		$	(75,452	)	$	60,831		$	(5,441	)
Basic and diluted common shares attributable to Caleres, Inc.:
Basic common shares		39,235			41,150			39,796			41,756
Dilutive effect of share-based awards		55			—			57			—
Diluted common shares attributable to Caleres, Inc.		39,290			41,150			39,853			41,756
Basic earnings (loss) per common share attributable to Caleres, Inc. shareholders	$	0.01		$	(1.83	)	$	1.53		$	(0.13	)
Diluted earnings (loss) per common share attributable to Caleres, Inc. shareholders	$	0.01		$	(1.83	)	$	1.53		$	(0.13	)

10

SCHEDULE 7

CALERES, INC.

BASIC AND DILUTED ADJUSTED EARNINGS PER SHARE RECONCILIATION

	(Unaudited)
	Thirteen Weeks Ended						Fifty-Two Weeks Ended
(Thousands, except per share data)	February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019
Adjusted net earnings attributable to Caleres, Inc.:
Adjusted net earnings	$	13,543		$	16,004		$	85,629		$	95,013
Net loss (earnings) attributable to noncontrolling interests		399			(25	)		737			40
Adjusted net earnings attributable to Caleres, Inc.		13,942			15,979			86,366			95,053
Net earnings allocated to participating securities		(404	)		(462	)		(2,766	)		(2,678	)
Adjusted net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities	$	13,538		$	15,517		$	83,600		$	92,375
Basic and diluted common shares attributable to Caleres, Inc.:
Basic common shares		39,235			41,150			39,796			41,756
Dilutive effect of share-based awards		55			127			57			118
Diluted common shares attributable to Caleres, Inc.		39,290			41,277			39,853			41,874
Basic adjusted earnings per common share attributable to Caleres, Inc. shareholders	$	0.35		$	0.38		$	2.10		$	2.21
Diluted adjusted earnings per common share attributable to Caleres, Inc. shareholders	$	0.34		$	0.38		$	2.10		$	2.21

11

SCHEDULE 8

CALERES, INC.

CALCULATION OF EBITDA AND ADJUSTED EBITDA (NON-GAAP METRICS)

	(Unaudited)
	Fifty-Two Weeks Ended
	Famous Footwear						Brand Portfolio						Eliminations and Other						Consolidated
(Thousands)	February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019
EBITDA
Net earnings (loss) attributable to Caleres, Inc.	$	51,043		$	58,783		$	35,907		$	(43,477	)	$	(24,131	)	$	(20,747	)	$	62,819		$	(5,441	)
Income tax provision (benefit)		17,391			17,728			4,855			(9,558	)		(5,735	)		(8,443	)		16,511			(273	)
Interest expense, net		8,462			8,758			20,501			10,769			4,160			(1,250	)		33,123			18,277
Depreciation and amortization (1)		26,707			28,816			29,875			20,768			8,980			13,113			65,562			62,697
EBITDA	$	103,603		$	114,085		$	91,138		$	(21,498	)	$	(16,726	)	$	(17,327	)	$	178,015		$	75,260
EBITDA margin		6.5	%		7.1	%		6.5	%		-1.6	%		22.9	%		20.3	%		6.1	%		2.7	%
Adjusted EBITDA
Adjusted net earnings attributable to Caleres, Inc. (2)	$	53,630		$	57,538		$	46,689		$	56,829		$	(13,953	)	$	(19,314	)	$	86,366		$	95,053
Income tax provision		18,287			19,364			8,560			11,087			(2,206	)		(4,482	)		24,641			25,969
Interest expense, net		8,462			8,758			20,501			10,769			(1,268	)		(1,250	)		27,695			18,277
Depreciation and amortization (1)		26,707			28,816			29,875			20,768			8,980			13,113			65,562			62,697
Adjusted EBITDA	$	107,086		$	114,476		$	105,625		$	99,453		$	(8,447	)	$	(11,933	)	$	204,264		$	201,996
Adjusted EBITDA margin		6.7	%		7.1	%		7.5	%		7.6	%		11.6	%		14.0	%		7.0	%		7.1	%
(1) Includes depreciation and amortization of capitalized software and intangible assets
(2) Refer to Schedule 4 for the consolidated reconciliation of net earnings attributable to Caleres, Inc. to adjusted net earnings attributable to Caleres, Inc.

12

XML

Document And Entity Information	Mar. 12, 2020
Document Information [Line Items]
Entity, Registrant Name	CALERES, INC.
Document, Type	8-K
Document, Period End Date	Mar. 12, 2020
Entity, Incorporation, State or Country Code	NY
Entity, File Number	1-2191
Entity, Tax Identification Number	43-0197190
Entity, Address, Address Line One	8300 Maryland Avenue
Entity, Address, City or Town	St. Louis
Entity, Address, State or Province	MO
Entity, Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	854-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CAL
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000014707