Form 10-Q CALERES INC For: Aug 01
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended | |
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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:
(Exact name of registrant as specified in its charter) | |
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(State or other jurisdiction | (IRS Employer Identification Number) |
of incorporation or organization) | |
(Zip Code) | |
(Address of principal executive offices) | |
( | |
(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 |
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.
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).
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 ☐ | |
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
As of August 28, 2026,
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 | |
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PART IFINANCIAL INFORMATION
ITEM 1FINANCIAL STATEMENTS
CALERES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) | ||||||||||
($ thousands) | | August 1, 2026 | | August 2, 2025 | | January 31, 2026 | | |||
Assets |
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Current assets: | |
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Cash and cash equivalents | $ | | $ | | $ | | ||||
Receivables, net |
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Inventories, net |
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Income taxes |
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Property and equipment, held for sale | — | | | |||||||
Prepaid expenses and other current assets |
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Total current assets |
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Prepaid pension costs |
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Lease right-of-use assets |
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Property and equipment, net |
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Deferred income taxes |
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Goodwill and intangible assets, net |
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Other assets |
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Total assets | $ | | $ | | $ | | ||||
Liabilities and Equity |
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Current liabilities: |
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Borrowings under revolving credit agreement | $ | | $ | | $ | | ||||
Trade accounts payable |
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Income taxes |
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Lease obligations |
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Other accrued expenses |
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Total current liabilities |
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Other liabilities: |
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Noncurrent lease obligations |
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Deferred income taxes |
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Other liabilities |
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Total other liabilities |
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Equity: |
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Common Stock |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total Caleres, Inc. shareholders’ equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity | $ | | $ | | $ | | ||||
See notes to condensed consolidated financial statements.
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CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
| (Unaudited) | | |||||||||||
Thirteen Weeks Ended | | Twenty-Six Weeks Ended | |||||||||||
($ thousands, except per share amounts) | | August 1, 2026 | August 2, 2025 | August 1, 2026 | | August 2, 2025 | | ||||||
Net sales | $ | | $ | | $ | | $ | | |||||
Cost of goods sold |
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Gross profit |
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Selling and administrative expenses |
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Restructuring and other special charges, net |
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Operating earnings |
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Interest expense, net |
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Other income, net |
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Earnings before income taxes |
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Income tax (provision) benefit |
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Net earnings |
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Net earnings (loss) attributable to noncontrolling interests |
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Net earnings attributable to Caleres, Inc. | $ | | $ | | $ | | $ | | |||||
Basic earnings per common share attributable to Caleres, Inc. shareholders | $ | | $ | | $ | | $ | | |||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders | $ | | $ | | $ | | $ | | |||||
See notes to condensed consolidated financial statements.
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CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) | ||||||||||||
Thirteen Weeks Ended | | Twenty-Six Weeks Ended | ||||||||||
($ thousands) | August 1, 2026 | | August 2, 2025 | August 1, 2026 | | August 2, 2025 | | |||||
Net earnings | $ | | $ | | $ | | $ | | ||||
Other comprehensive income, net of tax: |
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Foreign currency translation adjustment |
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Pension and other postretirement benefits adjustments |
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Other comprehensive income, net of tax |
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Comprehensive income |
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Comprehensive income (loss) attributable to noncontrolling interests |
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Comprehensive income attributable to Caleres, Inc. | $ | | $ | | $ | | $ | | ||||
See notes to condensed consolidated financial statements.
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CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) | | |||||
Twenty-Six Weeks Ended | ||||||
($ thousands) | August 1, 2026 | | August 2, 2025 | | ||
Operating Activities | |
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Net earnings | $ | | $ | | ||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
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Depreciation |
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Amortization of capitalized software |
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Amortization of intangible assets |
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Amortization of debt issuance costs |
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Loss on early extinguishment of debt | — | | ||||
Share-based compensation expense |
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Gain on disposal of property and equipment |
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Impairment charges for property, equipment, and lease right-of-use assets |
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Adjustment to expected credit losses | ( | | ||||
Deferred income taxes |
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Changes in operating assets and liabilities: |
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Receivables |
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Inventories |
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Prepaid expenses and other current and noncurrent assets |
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Trade accounts payable |
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Accrued expenses and other liabilities |
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Income taxes, net |
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Other, net |
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Net cash provided by operating activities |
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Investing Activities |
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Purchases of property and equipment |
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Proceeds from sale of headquarters | | — | ||||
Capitalized software |
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Adjustment to acquisition of Stuart Weitzman |
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Net cash used for investing activities |
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Financing Activities |
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Borrowings under revolving credit agreement |
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Repayments under revolving credit agreement |
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Debt issuance costs | — | ( | ||||
Dividends paid |
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Acquisition of treasury stock |
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Issuance of common stock under share-based plans, net |
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Contributions by noncontrolling interests |
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Net cash (used for) provided by financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period | $ | | $ | | ||
See notes to condensed consolidated financial statements.
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CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Accumulated | Total | ||||||||||||||||||||||
Other | Caleres, Inc. | ||||||||||||||||||||||
(Unaudited) | Common Stock | Additional | Comprehensive | Retained | Shareholders’ | Noncontrolling | |||||||||||||||||
($ thousands, except number of shares and per share amounts) | | Shares | | Dollars | | Paid-In Capital | | Loss | | Earnings | | Equity | | Interests | | Total Equity | |||||||
BALANCE MAY 2, 2026 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Net earnings |
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Foreign currency translation adjustment |
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Pension and other postretirement benefits adjustments, net of tax of $ |
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Comprehensive income |
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Dividends ($ |
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Issuance of common stock under share-based plans, net |
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Share-based compensation expense |
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BALANCE AUGUST 1, 2026 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
BALANCE MAY 3, 2025 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Net earnings |
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Foreign currency translation adjustment |
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Pension and other postretirement benefits adjustments, net of tax of $ |
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Comprehensive (loss) income |
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Contributions by noncontrolling interests | — | | | ||||||||||||||||||||
Dividends ($ |
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Acquisition of treasury stock |
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Issuance of common stock under share-based plans, net |
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Share-based compensation expense |
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BALANCE AUGUST 2, 2025 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Accumulated | |||||||||||||||||||||||
Other | Total Caleres, Inc. | ||||||||||||||||||||||
(Unaudited) | Common Stock | Additional | Comprehensive | Retained | Shareholders’ | Noncontrolling | |||||||||||||||||
($ thousands, except number of shares and per share amounts) | | Shares | | Dollars | | Paid-In Capital | | Loss | | Earnings | | Equity | | Interests | | Total Equity | |||||||
BALANCE JANUARY 31, 2026 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Net earnings |
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Foreign currency translation adjustment |
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Pension and other postretirement benefits adjustments, net of tax of $ |
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Comprehensive income |
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Contributions by noncontrolling interests | | | |||||||||||||||||||||
Dividends ($ |
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Acquisition of treasury stock |
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Issuance of common stock under share-based plans, net |
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Share-based compensation expense |
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BALANCE AUGUST 1, 2026 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
BALANCE FEBRUARY 1, 2025 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Net earnings (loss) |
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Foreign currency translation adjustment |
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Pension and other postretirement benefits adjustments, net of tax of $ |
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Comprehensive income (loss) |
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Contributions by noncontrolling interests | — | | | ||||||||||||||||||||
Dividends ($ |
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Acquisition of treasury stock |
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Issuance of common stock under share-based plans, net |
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Share-based compensation expense |
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BALANCE AUGUST 2, 2025 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
See notes to condensed consolidated financial statements.
7
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 generally accepted accounting principles in the United States (“GAAP”). 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 January 31, 2026.
Certain prior period amounts in the notes to the consolidated financial statements have been reclassified to the current period presentation. These reclassifications did not affect net earnings attributable to Caleres, Inc.
Use of Estimates
The preparation of financial statements in conformity with 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. The Company has 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
Net sales and operating earnings (losses) of CLT for the periods ended August 1, 2026 and August 2, 2025 were as follows:
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||
($ thousands) | | August 1, 2026 | | August 2, 2025 | | August 1, 2026 | | August 2, 2025 | |||||
Net sales | $ | | $ | | $ | | $ | | |||||
Operating earnings (loss) |
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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 are 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
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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 1, 2026 and August 2, 2025, the Company had $
The following table is a rollforward of the obligations confirmed under the Program for August 1, 2026, August 2, 2025 and January 31, 2026:
($ thousands) | August 1, 2026 | August 2, 2025 | January 31, 2026 | ||||||
$ | | $ | | $ | | ||||
Invoices confirmed during the period |
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Confirmed invoices paid during the period |
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Confirmed obligations outstanding at the end of the period | $ | | $ | | $ | |
Sale of Corporate Headquarters
In December 2025, the Company completed the sale of the largest parcel of its corporate headquarters campus and entered into a short-term leaseback arrangement, allowing continued occupancy until its new headquarters space becomes available in the third quarter of 2026. In April 2026, the Company completed the sale of
Note 2 Significant Accounting Policies
The Company’s significant accounting policies, which are disclosed in the Annual Report on Form 10-K for the year ended January 31, 2026, did not change during the twenty-six weeks ended August 1, 2026.
Impact of Recently Adopted Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU permits the adoption of a practical expedient that allows an entity to assume current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable. The Company adopted ASU 2025-05 on a prospective basis during the first quarter of 2026, which did not have a material impact on the consolidated financial statement disclosures.
Impact of Recently Issued Accounting Pronouncements
There have been no additional accounting pronouncements or changes in accounting pronouncements during the twenty-six weeks ended August 1, 2026 as compared with the recently issued accounting pronouncements described in our Annual Report on Form 10-K for the year ended January 31, 2026 that are significant or expected to be significant to the Company.
Note 3 Acquisition
On February 16, 2025, the Company entered into a Sale and Purchase Agreement with Tapestry, Inc. (“Tapestry”) to acquire the Stuart Weitzman business (the “Acquisition”). On August 4, 2025, the Company completed the Acquisition pursuant to the terms and conditions of that Sale and Purchase Agreement, as amended. The aggregate purchase price for the Acquisition was $
Stuart Weitzman, which includes both wholesale and direct-to-consumer channels, has been an iconic global luxury women’s footwear brand for over
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footwear to the Brand Portfolio segment. Stuart Weitzman maintains a strong presence in North America, Asia and Europe across both wholesale and direct-to-consumer channels. The acquisition was funded with borrowings from the revolving credit agreement.
Purchase Price Allocation
The acquisition was accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Accordingly, the assets and liabilities of Stuart Weitzman were recorded at their estimated fair values, and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill. The following table summarizes the Company’s allocation of the purchase price as of the acquisition date:
($ thousands) | | August 4, 2025 | |
Assets | |||
Current assets: | |||
Cash and cash equivalents | $ | | |
Receivables | | ||
Inventories | | ||
Prepaid expenses and other current assets | | ||
Total current assets | | ||
Lease right-of-use assets | | ||
Property and equipment | | ||
Goodwill | | ||
Intangible assets | | ||
Other assets | | ||
Total assets | $ | | |
Liabilities and Equity | |||
Current liabilities: | |||
Trade accounts payable | $ | | |
Lease obligations | | ||
Other accrued expenses | | ||
Total current liabilities | | ||
Other liabilities: | |||
Noncurrent lease obligations | | ||
Other liabilities | | ||
Total other liabilities | | ||
Net assets | $ | | |
The allocation of the purchase price was based on certain preliminary valuations and analyses. Subsequent changes in the estimated fair values assumed upon the finalization of more detailed analyses within the measurement period changed the allocation of the purchase price and were adjusted during the period in which the amounts are determined. The Company’s purchase price allocation required management to make assumptions and to apply judgment to estimate the fair value of the acquired assets and liabilities. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments the Company used in estimating the fair values assigned to each class of the acquired assets and assumed liabilities could materially affect the results of its operations. Management estimated the fair value of the assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows (Level 3 fair value measurements). A third-party valuation specialist assisted the Company with its preliminary fair value estimates for inventory, right-of-use lease assets, property and equipment and intangible assets. The Company used all available information to make its best estimate of fair values at the acquisition date.
Goodwill and intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill recognized, which is deductible for tax purposes, is primarily attributable to synergies and an assembled
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workforce. Refer to Note 9 to the condensed consolidated financial statements for additional information regarding goodwill and intangible assets.
The financial results of Stuart Weitzman are included in the Brand Portfolio segment beginning in the third quarter of 2025. Stuart Weitzman contributed net sales of $
Pro Forma Financial Information
The following unaudited pro forma financial information for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025 combine the historical results of Caleres, Inc. and Stuart Weitzman, assuming the acquisition had been completed as of February 2, 2025. The pro forma financial information includes various adjustments to reflect business combination accounting effects, including the incremental cost of goods sold related to the fair value step-up adjustment on the inventory, acquisition and integration-related transaction costs, interest expense on the incremental borrowings on the revolving credit agreement to fund the acquisition and amortization on the acquired intangible assets, and tax-related effects of the adjustments.
Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||
($ thousands) | August 1, 2026 | | August 2, 2025 | August 1, 2026 | | August 2, 2025 | |||||
Net sales | $ | | $ | | $ | | $ | | |||
Net earnings (loss) attributable to Caleres, Inc. | $ | | $ | ( | $ | | $ | ( | |||
The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the Company completed the acquisition on February 2, 2025, nor is it necessarily indicative of the results of operations that may be expected in future periods.
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Note 4 Revenues
Disaggregation of Revenues
The following table disaggregates revenue by segment and major source for the periods ended August 1, 2026 and August 2, 2025:
Thirteen Weeks Ended August 1, 2026 | ||||||||||||
Eliminations and | ||||||||||||
($ thousands) | | Famous Footwear | | Brand Portfolio | | Other | | Total | ||||
Retail stores | $ | | $ | | $ | | $ | | ||||
E-commerce - Company websites (1) |
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E-commerce - wholesale drop-ship (1) |
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Total direct-to-consumer sales | | | ( | | ||||||||
Wholesale - e-commerce (1) |
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Wholesale - landed |
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Wholesale - first cost |
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Licensing and royalty |
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| |
| |
| | ||||
Other (2) |
| |
| |
| |
| | ||||
Net sales | $ | | $ | | $ | ( | $ | | ||||
| Thirteen Weeks Ended August 2, 2025 | |||||||||||
Eliminations and | ||||||||||||
($ thousands) | | Famous Footwear | | Brand Portfolio | | Other | | Total | ||||
Retail stores | $ | | $ | | $ | | $ | | ||||
E-commerce - Company websites (1) |
| |
| |
| |
| | ||||
E-commerce - wholesale drop-ship (1) | |
| |
| ( | | ||||||
Total direct-to-consumer sales | | | ( | | ||||||||
Wholesale - e-commerce (1) |
| |
| |
| |
| | ||||
Wholesale - landed |
| |
| |
| ( |
| | ||||
Wholesale - first cost |
| |
| |
| |
| | ||||
Licensing and royalty |
| |
| |
| |
| | ||||
Other (2) |
| |
| |
| |
| | ||||
Net sales | $ | | $ | | $ | ( | $ | | ||||
Twenty-Six Weeks Ended August 1, 2026 | ||||||||||||
Eliminations and | ||||||||||||
($ thousands) | | Famous Footwear | | Brand Portfolio | | Other | | Total | ||||
Retail stores | $ | | $ | | $ | | $ | | ||||
E-commerce - Company websites (1) |
| |
| |
| |
| | ||||
E-commerce - wholesale drop-ship (1) |
| |
| |
| ( |
| | ||||
Total direct-to-consumer sales | | | ( | | ||||||||
Wholesale - e-commerce (1) |
| |
| |
| |
| | ||||
Wholesale - landed |
| |
| |
| ( |
| | ||||
Wholesale - first cost |
| |
| |
| |
| | ||||
Licensing and royalty |
| |
| |
| |
| | ||||
Other (2) |
| |
| |
| |
| | ||||
Net sales | $ | | $ | | $ | ( | $ | | ||||
12
Twenty-Six Weeks Ended August 2, 2025 | ||||||||||||
Eliminations and | ||||||||||||
($ thousands) | | Famous Footwear | | Brand Portfolio | | Other | | Total | ||||
Retail stores | $ | | $ | | $ | | $ | | ||||
E-commerce - Company websites (1) |
| |
| |
| |
| | ||||
E-commerce - wholesale drop-ship (1) |
| |
| |
| ( |
| | ||||
Total direct-to-consumer sales | | | ( | | ||||||||
Wholesale - e-commerce (1) |
| |
| |
| |
| | ||||
Wholesale - landed |
| |
| |
| ( |
| | ||||
Wholesale - first cost |
| |
| |
| |
| | ||||
Licensing and royalty |
| |
| |
| |
| | ||||
Other (2) |
| |
| |
| |
| | ||||
Net sales | $ | | $ | | $ | ( | $ | | ||||
| (1) | Collectively referred to as "e-commerce" in the narrative below |
| (2) | Includes breakage revenue from unredeemed gift cards, which is recognized during the |
Retail stores
The Company generates revenue from retail sales where control is transferred and revenue is recognized at the point of sale. Retail sales are recorded net of estimated returns and exclude sales tax. The Company records a returns reserve and a corresponding return asset for expected returns of merchandise.
Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include
E-commerce
The Company generates revenue from sales on websites maintained by the Company that are shipped from the Company’s distribution centers, retail stores, or from a drop-ship fulfillment location directly to the consumer, picked up directly by the consumer from the Company’s stores, or delivered from our Famous Footwear stores to the consumer via a third-party delivery service (“e-commerce – Company websites”); sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship basis (“e-commerce – wholesale drop ship”); and other e-commerce sales (“wholesale – e-commerce”), collectively referred to as "e-commerce". The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer.
Landed wholesale
Landed sales are wholesale sales in which the Company obtains title to the footwear from the overseas suppliers and maintains title until the merchandise is shipped to the customer from the Company’s warehouses. Many customers purchasing footwear on a landed basis arrange their own transportation of merchandise and, with limited exceptions, control is transferred and revenue is recognized 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.
13
Licensing and royalty
The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company’s symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee’s sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates.
The Company also licenses its Famous Footwear trade name and logo to a third-party financial institution to offer Famous Footwear-branded credit cards to its consumers. The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time the credit card is used.
Contract Balances
Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations.
Information about significant balances from contracts with customers is as follows:
($ thousands) | | August 1, 2026 | | August 2, 2025 | | January 31, 2026 | |||
Customer allowances and discounts | $ | | $ | | $ | | |||
Loyalty programs liability |
| |
| |
| | |||
Returns reserve |
| |
| |
| | |||
Gift card liability |
| |
| |
| | |||
Changes in contract balances with customers between the periods presented generally reflect differences in relative sales volume. In addition, during the twenty-six weeks ended August 1, 2026, the loyalty program liability increased $
The Company estimates and records an expected lifetime credit loss on accounts receivable by utilizing credit ratings and other customer-related information, as well as historical loss experience. The following table summarizes the activity in the Company’s allowance for expected credit losses during the twenty-six weeks ended August 1, 2026 and August 2, 2025:
Twenty-Six Weeks Ended | ||||||
($ thousands) | | August 1, 2026 | August 2, 2025 | |||
Balance, beginning of period | $ | | $ | | ||
Adjustment for expected credit losses | ( | | ||||
Uncollectible account recoveries, net | ( | | ||||
Balance, end of period | $ | | $ | | ||
Note 5 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
14
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 August 1, 2026 and August 2, 2025:
Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||
($ thousands, except per share amounts) | | August 1, 2026 | | August 2, 2025 | | August 1, 2026 | | August 2, 2025 | | ||||
NUMERATOR | |||||||||||||
Net earnings | $ | | $ | | $ | | $ | | |||||
Net (earnings) loss attributable to noncontrolling interests |
| ( |
| ( |
| ( |
| | |||||
Net earnings attributable to Caleres, Inc. | $ | | $ | | $ | | $ | | |||||
Net earnings allocated to participating securities |
| ( |
| ( |
| ( |
| ( | |||||
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities | $ | | $ | | $ | | $ | | |||||
| |
| |
| |
| | ||||||
DENOMINATOR |
| |
| |
| |
| | |||||
Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders |
| |
| |
| |
| | |||||
Dilutive effect of share-based awards |
| |
| |
| |
| | |||||
Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders |
| |
| |
| |
| | |||||
| |
| |
| |
| | ||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders | $ | | $ | | $ | | $ | | |||||
| |
| |
| |
| | ||||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders | $ | | $ | | $ | | $ | | |||||
As further discussed in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, the Company has a publicly announced share repurchase program. The Company repurchased
Under the provisions of the Inflation Reduction Act of 2022 (“Inflation Reduction Act”), a 1% excise tax is imposed on repurchases of common stock beginning on January 1, 2023. Excise taxes incurred on share repurchases are incremental costs to purchase the stock, and accordingly, are included in the total cost basis of the common stock acquired and reflected as a reduction of shareholders’ equity within retained earnings in the condensed consolidated statements of shareholders’ equity. There were no excise taxes due on share repurchases during the twenty-six weeks ended August 1, 2026. An immaterial amount of excise taxes were due on share repurchases during the twenty-six weeks ended August 2, 2025.
Note 6 Restructuring and Other Special Charges
Gain on Sale of Corporate Headquarters
During the twenty-six weeks ended August 1, 2026, the Company completed the sale of
Stuart Weitzman Acquisition and Integration Costs
As discussed in Note 3 to the condensed consolidated financial statements, on August 4, 2025, the Company completed the previously announced acquisition of Stuart Weitzman from Tapestry, Inc., and successfully completed the Stuart Weitzman systems integration on February 1, 2026. During the twenty-six weeks ended August 1, 2026, the Company incurred information technology, office relocation and other related costs associated with the acquisition of approximately $
15
category and $
During the thirteen and twenty-six weeks ended August 2, 2025, the Company incurred legal and other related costs of approximately $
Restructuring Reserves
The following table summarizes the activity in the Company’s restructuring reserves related to the Stuart Weitzman acquisition and associated integration costs during the twenty-six weeks ended August 1, 2026.
($ thousands) | | August 1, 2026 | |
Balance, beginning of the period | $ | | |
Net additions | | ||
Utilized during the period |
| ( | |
Balance, end of the period | $ | | |
Note 7 Business Segment Information
Following is a summary of certain key financial measures for the Company’s
Thirteen Weeks Ended August 1, 2026 | ||||||||||||
Famous | Brand | Eliminations | ||||||||||
($ thousands) | | Footwear | | Portfolio | | and Other | | Total | ||||
Net sales (1) | $ | | $ | | $ | ( | $ | | ||||
Cost of goods sold (2) |
| |
| |
| ( |
| | ||||
Gross profit | | | ( | | ||||||||
| ||||||||||||
Less expenses: | ||||||||||||
Retail stores (3) | | | — | | ||||||||
Information technology |
| | | | | |||||||
Warehousing and distribution |
| | | | | |||||||
Advertising and marketing | | | | | ||||||||
Other expenses (4) |
| | | | | |||||||
Operating earnings (loss) | $ | | $ | | $ | ( | $ | | ||||
Segment assets | $ | | $ | | $ | | $ | | ||||
16
Thirteen Weeks Ended August 2, 2025 | ||||||||||||
Famous | Brand | Eliminations | ||||||||||
($ thousands) | | Footwear | | Portfolio | | and Other | | Total | ||||
Net sales (1) | $ | | $ | | $ | ( | $ | | ||||
Cost of goods sold |
| | | ( |
| | ||||||
Gross profit | | | | | ||||||||
| ||||||||||||
Less expenses: | ||||||||||||
Retail stores (3) | | | — | | ||||||||
Information technology |
| | | | | |||||||
Warehousing and distribution |
| | | ( | | |||||||
Advertising and marketing | | | | | ||||||||
Restructuring and other special charges, net |
| | | | | |||||||
Other expenses (4) |
| | | | | |||||||
Operating earnings (loss) | $ | | $ | | $ | ( | $ | | ||||
Segment assets | $ | | $ | | $ | | $ | | ||||
Twenty-Six Weeks Ended August 1, 2026 | ||||||||||||
Famous | Brand | Eliminations | ||||||||||
($ thousands) | | Footwear | | Portfolio | | and Other | | Total | ||||
| | | | |||||||||
Net sales (1) | $ | | $ | | $ | ( | $ | | ||||
Cost of goods sold (2) | |
| |
| ( |
| | |||||
Gross profit | | | ( | | ||||||||
Less expenses: | ||||||||||||
Retail stores (3) | | | — | | ||||||||
Information technology | | | | | ||||||||
Warehousing and distribution | | | ( | | ||||||||
Advertising and marketing | | | | | ||||||||
Restructuring and other special charges, net |
| — | | ( |
| ( | ||||||
Other expenses (4) | | | | | ||||||||
Operating earnings (loss) | $ | | $ | | $ | ( | $ | | ||||
Segment assets | $ | | $ | | $ | | $ | | ||||
17
Twenty-Six Weeks Ended August 2, 2025 | ||||||||||||
Famous | Brand | Eliminations | ||||||||||
($ thousands) | | Footwear | | Portfolio | | and Other | | Total | ||||
| |
| |
| |
| | |||||
Net sales (1) | $ | | $ | | $ | ( | $ | | ||||
Cost of goods sold | |
| |
| ( |
| | |||||
Gross profit | | | | | ||||||||
Less expenses: | ||||||||||||
Retail stores (3) | | | — | | ||||||||
Information technology | | | | | ||||||||
Warehousing and distribution | | | ( | | ||||||||
Advertising and marketing | | | | | ||||||||
Restructuring and other special charges, net |
| | | |
| | ||||||
Other expenses (4) | | | | | ||||||||
Operating earnings (loss) | $ | | $ | | $ | ( | $ | | ||||
Segment assets | $ | | $ | | $ | | $ | | ||||
| (1) | Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $ |
| (2) | Cost of goods sold from the Brand Portfolio segment for the thirteen and twenty-six weeks ended August 1, 2026 includes $ |
| (3) | Includes compensation and facilities costs associated with the Company’s North America retail stores. |
| (4) | Primarily includes compensation costs associated with non-retail store operations, depreciation and amortization, and other overhead expenses. |
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 | Twenty-Six Weeks Ended | |||||||||||
($ thousands) | | August 1, 2026 | | August 2, 2025 | | August 1, 2026 | | August 2, 2025 | | ||||
Operating earnings | $ | | $ | | $ | | $ | | |||||
Interest expense, net |
| ( |
| ( |
| ( |
| ( | |||||
Other income, net (1) |
| |
| |
| |
| | |||||
Earnings before income taxes | $ | | $ | | $ | | $ | | |||||
| (1) | Other income, net for the thirteen and twenty-six weeks ended August 1, 2026 includes $ |
18
Note 8 Inventories
The Company’s net inventory balance was comprised of the following:
($ thousands) | | August 1, 2026 | | August 2, 2025 | | January 31, 2026 | | |||
Raw materials | $ | | $ | | $ | | ||||
Work-in-process |
| |
| |
| | ||||
Finished goods |
| |
| |
| | ||||
Inventories, net (1) | $ | | $ | | $ | | ||||
(1) | Net of adjustment to last-in, first-out cost of $ |
Note 9 Goodwill and Intangible Assets
Goodwill and intangible assets were as follows:
($ thousands) | | August 1, 2026 | | August 2, 2025 | | January 31, 2026 | |||
Intangible Assets |
| |
| |
| | |||
Famous Footwear | $ | | $ | | $ | | |||
Brand Portfolio (1) |
| |
| |
| | |||
Total intangible assets |
| |
| |
| | |||
Accumulated amortization |
| ( |
| ( |
| ( | |||
Total intangible assets, net |
| |
| |
| | |||
Goodwill |
| |
| |
| | |||
Brand Portfolio (2) |
| |
| |
| | |||
Total goodwill |
| |
| |
| | |||
Goodwill and intangible assets, net | $ | | $ | | $ | | |||
| (1) | The carrying amount of intangible assets as of August 1, 2026, August 2, 2025 and January 31, 2026 is presented net of accumulated impairment charges of $ |
| (2) | The carrying amount of goodwill as of August 1, 2026, August 2, 2025 and January 31, 2026 is presented net of accumulated impairment charges of $ |
As further described in Note 3 of the condensed consolidated financial statements, the Company acquired Stuart Weitzman on August 4, 2025. The allocation of the purchase price resulted in trademark intangible assets of $
19
The Company’s intangible assets as of August 1, 2026, August 2, 2025 and January 31, 2026 were as follows:
($ thousands) | | August 1, 2026 | ||||||||||||
| Estimated Useful Lives |
|
| Accumulated |
| Accumulated |
| |||||||
(In Years) | Cost Basis | Amortization | Impairment | Net Carrying Value | ||||||||||
Trade names |
| $ | | $ | ( | $ | ( | $ | | |||||
Trade names |
| Indefinite |
| |
| — |
| ( |
| | ||||
Customer relationships | | |
| | |
| ( | |
| ( | |
| | |
$ | | $ | ( | $ | ( | $ | | |||||||
($ thousands) | | August 2, 2025 | ||||||||||||
| Estimated Useful Lives |
|
| Accumulated |
| Accumulated |
| |||||||
(In Years) | Cost Basis | Amortization | Impairment | Net Carrying Value | ||||||||||
Trade names |
| $ | | $ | ( | $ | ( | $ | | |||||
Trade names |
| Indefinite |
| |
| — |
| ( |
| | ||||
Customer relationships | | |
| | |
| ( | |
| ( | |
| | |
$ | | $ | ( | $ | ( | $ | | |||||||
($ thousands) | | January 31, 2026 | ||||||||||||
| Estimated Useful Lives |
|
| Accumulated |
| Accumulated |
| |||||||
(In Years) | Cost Basis | Amortization | Impairment | Net Carrying Value | ||||||||||
Trade names |
| $ | | $ | ( | $ | ( | $ | | |||||
Trade names |
| Indefinite |
| |
| — |
| ( |
| | ||||
Customer relationships | | |
| | |
| ( | |
| ( | |
| | |
$ | | $ | ( | $ | ( | $ | | |||||||
Amortization expense related to intangible assets was $
Goodwill is tested for impairment as of the first day of the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test. The Company recorded
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
Note 10 Leases
The Company leases all of its retail locations, distribution centers, certain office locations, equipment and a manufacturing facility. 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 and are expensed as incurred. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. The Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments.
During the twenty-six weeks ended August 1, 2026, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $
20
addition, the Company has entered into a lease commitment for its corporate headquarters that will begin in the third quarter of . Upon commencement, right-of-use assets and lease liabilities of approximately $
During the thirteen weeks ended August 1, 2026 and August 2, 2025, the Company recorded asset impairment charges of $
The components of lease expense for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025 were as follows:
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||
($ thousands) | August 1, 2026 | | August 2, 2025 | August 1, 2026 | | August 2, 2025 | ||||||
Operating lease expense | | $ | | | $ | | | $ | | | $ | |
Variable lease expense |
| |
| |
| |
| | ||||
Short-term lease expense |
| |
| |
| |
| | ||||
Total lease expense | $ | | $ | | $ | | $ | | ||||
During the twenty-six weeks ended August 1, 2026 and August 2, 2025, the Company paid cash for lease obligations of $
Note 11 Financing Arrangements
Credit Agreement
The Company maintains a revolving credit facility under the Seventh Amendment to the Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (the “Credit Agreement”), for working capital needs and strategic initiatives, with amounts available up to $
At August 1, 2026, the Company had $
21
Note 12 Shareholders’ Equity
Accumulated Other Comprehensive Loss
The following table sets forth the changes in accumulated other comprehensive loss by component for the periods ended August 1, 2026 and August 2, 2025:
| | | |||||||
Pension and | Accumulated | ||||||||
Foreign | Other | Other | |||||||
Currency | Postretirement | Comprehensive | |||||||
($ thousands) | Translation | Transactions (1) | (Loss) Income | ||||||
Balance at May 2, 2026 | $ | | $ | ( | $ | ( | |||
Other comprehensive loss before reclassifications | | — | | ||||||
Reclassifications: | | | | ||||||
Amounts reclassified from accumulated other comprehensive loss | — | | | ||||||
Tax benefit |
| — |
| ( |
| ( | |||
Net reclassifications |
| — |
| |
| | |||
Other comprehensive income |
| |
| |
| | |||
Balance at August 1, 2026 | $ | | $ | ( | $ | ( | |||
Balance at May 3, 2025 | $ | ( | $ | ( | $ | ( | |||
Other comprehensive loss before reclassifications |
| ( |
| — |
| ( | |||
Reclassifications: |
| |
| |
| | |||
Amounts reclassified from accumulated other comprehensive loss |
| — |
| |
| | |||
Tax benefit |
| — |
| ( |
| ( | |||
Net reclassifications |
| — |
| |
| | |||
Other comprehensive (loss) income |
| ( |
| |
| ( | |||
Balance at August 2, 2025 | $ | ( | $ | ( | $ | ( | |||
Balance at January 31, 2026 | $ | | $ | ( | $ | ( | |||
Other comprehensive income before reclassifications |
| |
| — |
| | |||
Reclassifications: |
|
| |
| | ||||
Amounts reclassified from accumulated other comprehensive loss |
| — |
| |
| | |||
Tax benefit |
| — |
| ( |
| ( | |||
Net reclassifications |
| — |
| |
| | |||
Other comprehensive income |
| |
| |
| | |||
Balance at August 1, 2026 | $ | | $ | ( | $ | ( | |||
Balance at February 1, 2025 | $ | ( | $ | ( | $ | ( | |||
Other comprehensive income before reclassifications |
| |
| — |
| | |||
Reclassifications: |
| |
|
| | ||||
Amounts reclassified from accumulated other comprehensive loss |
| — |
| |
| | |||
Tax benefit |
| — |
| ( |
| ( | |||
Net reclassifications |
| — |
| |
| | |||
Other comprehensive income |
| |
| |
| | |||
Balance at August 2, 2025 | $ | ( | $ | ( | $ | ( | |||
| (1) | Amounts reclassified are included in other income, net. Refer to Note 14 to the condensed consolidated financial statements for additional information related to pension and other postretirement benefits. |
22
Note 13 Share-Based Compensation
The Company recognized share-based compensation expense of $
The Company had net issuances of
Restricted Stock
The following table summarizes restricted stock activity for the periods ended August 1, 2026 and August 2, 2025:
Thirteen Weeks Ended | Thirteen Weeks Ended | ||||||||||||
August 1, 2026 | August 2, 2025 | ||||||||||||
Weighted- | Weighted- | ||||||||||||
Total Number | Average | Total Number | Average | ||||||||||
of Restricted | Grant Date | of Restricted | Grant Date | ||||||||||
| Shares | | Fair Value | | | | Shares | | Fair Value | ||||
Nonvested at May 2, 2026 | | $ | | Nonvested at May 3, 2025 | | $ | | ||||||
Granted | | | Granted | | | ||||||||
Forfeited | ( | | Forfeited | ( | | ||||||||
Vested |
| ( |
| |
| Vested |
| ( |
| | |||
Nonvested at August 1, 2026 |
| | $ | | Nonvested at August 2, 2025 |
| | $ | | ||||
Twenty-Six Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||
August 1, 2026 | August 2, 2025 | ||||||||||||
Weighted- | Weighted- | ||||||||||||
Total Number | Average | Total Number | Average | ||||||||||
of Restricted | Grant Date | of Restricted | Grant Date | ||||||||||
| Shares | | Fair Value | | | | Shares | | Fair Value | ||||
Nonvested at January 31, 2026 | | $ | | Nonvested at February 2, 2025 | | $ | | ||||||
Granted | | | Granted | | | ||||||||
Forfeited | ( | | Forfeited | ( | | ||||||||
Vested |
| ( |
| |
| Vested |
| ( |
| | |||
Nonvested at August 1, 2026 |
| | $ | | Nonvested at August 2, 2025 |
| | $ | | ||||
The Company granted
Performance Awards
During the twenty-six weeks ended August 1, 2026, the Company granted performance share awards for a targeted
23
During the twenty-six weeks ended August 2, 2025, the Company granted long-term incentive awards payable in cash for the 2025-2027 performance period, with a target value of $
Stock Price Incentive Awards
During the twenty-six weeks ended August 1, 2026, the Company granted one-time stock price incentive (“SPI”) awards, payable in cash, to certain executives, with a total target value of $
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
Note 14 Retirement and Other Benefit Plans
The following table sets forth the components of net periodic benefit expense (income) for the Company, including the domestic and Canadian plans:
Pension Benefits | | Other Postretirement Benefits | ||||||||||
| Thirteen Weeks Ended | Thirteen Weeks Ended | ||||||||||
($ thousands) | August 1, 2026 | | August 2, 2025 | | August 1, 2026 | | August 2, 2025 | |||||
Service cost | $ | | $ | | $ | — | $ | — | ||||
Interest cost |
| |
| |
| |
| | ||||
| ( |
| ( |
| — |
| — | |||||
Amortization of: |
| |||||||||||
| |
| |
| ( |
| ( | |||||
| |
| |
| |
| | |||||
Total net periodic benefit expense (income) | $ | | $ | | $ | ( | $ | ( | ||||
24
Pension Benefits | | Other Postretirement Benefits | ||||||||||
| Twenty-Six Weeks Ended | Twenty-Six Weeks Ended | ||||||||||
($ thousands) | | August 1, 2026 | | August 2, 2025 | | August 1, 2026 | | August 2, 2025 | ||||
Service cost | $ | | $ | | $ | — | $ | — | ||||
Interest cost |
| |
| |
| |
| | ||||
| ( |
| ( |
| — |
| — | |||||
Amortization of: |
|
|
| |||||||||
| |
| |
| ( |
| ( | |||||
| |
| |
| |
| | |||||
Total net periodic benefit expense (income) | $ | | $ | | $ | ( | $ | ( | ||||
Service cost is included in selling and administrative expenses. All other components of net periodic benefit expense (income) are included in other income, net in the condensed consolidated statements of earnings.
Note 15 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.
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
25
Non-Qualified Restoration Plan Assets and Liabilities
The Company maintains a non-qualified restoration deferred compensation plan (the “Restoration Plan”) for the benefit of certain members of executive management. The Restoration Plan provides an incremental retirement benefit to key executives whose contributions to qualified retirement plans are limited by Internal Revenue Service annual compensation maximums. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan. The plan assets and liabilities fluctuate with the returns on the investment funds. The deferrals are held in a separate trust, which has been established by the Company to administer the Restoration Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Restoration Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid and other current assets in the condensed consolidated balance sheets. Changes in the Restoration Plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).
Deferred Compensation Plan for Non-Employee Directors
Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are reinvested in additional PSUs at the next fiscal quarter-end. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other accrued expenses (current portion) or other liabilities in the 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
26
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at August 1, 2026, August 2, 2025 and January 31, 2026. During the twenty-six weeks ended August 1, 2026 and August 2, 2025, there were
| Fair Value Measurements | |||||||||||
($ thousands) | | Total | | Level 1 | | Level 2 | | Level 3 | ||||
Asset (Liability) | | | | | ||||||||
August 1, 2026: | | | | | ||||||||
Non-qualified deferred compensation plan assets | $ | |
| | $ | | $ | | ||||
Non-qualified deferred compensation plan liabilities |
| ( |
| ( |
| | | |||||
Non-qualified restoration plan assets | | | | | ||||||||
Non-qualified restoration plan liabilities | ( | ( | | | ||||||||
Deferred compensation plan liabilities for non-employee directors |
| ( |
| ( |
| | | |||||
Restricted stock units for non-employee directors |
| ( |
| ( |
| | | |||||
August 2, 2025: | | | | | ||||||||
Non-qualified deferred compensation plan assets | | | | | ||||||||
Non-qualified deferred compensation plan liabilities |
| ( |
| ( |
| | | |||||
Non-qualified restoration plan assets | |
| | | | |||||||
Non-qualified restoration plan liabilities | ( |
| ( | | | |||||||
Deferred compensation plan liabilities for non-employee directors |
| ( |
| ( |
| | | |||||
Restricted stock units for non-employee directors |
| ( |
| ( |
| | | |||||
January 31, 2026: | | | | | ||||||||
Non-qualified deferred compensation plan assets |
| |
| |
| | | |||||
Non-qualified deferred compensation plan liabilities |
| ( |
| ( |
| | | |||||
Non-qualified restoration plan assets |
| |
| |
| | | |||||
Non-qualified restoration plan liabilities | ( | ( | | | ||||||||
Deferred compensation plan liabilities for non-employee directors |
| ( |
| ( |
| | | |||||
Restricted stock units for non-employee directors |
| ( |
| ( |
| | | |||||
Impairment Charges
The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to historical or projected future operating results, a significant change in the manner of the use of the asset, or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC Topic 820, Fair Value Measurement. Long-lived assets held and used with carrying amounts of $
Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||
($ thousands) | | August 1, 2026 | | August 2, 2025 | | August 1, 2026 | | August 2, 2025 | | ||||
Long-Lived Asset Impairment Charges: |
| |
| |
| |
| |
| ||||
Famous Footwear | $ | | $ | | $ | | $ | | |||||
Brand Portfolio |
| |
| |
| |
| | |||||
$ | | $ | | $ | | $ | | ||||||
Fair Value of the Company’s Other Financial Instruments
The fair values of cash and cash equivalents, receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments (Level 1).
The fair values of the borrowings under revolving credit agreement of $
27
Note 16 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 a provision of
As of August 1, 2026,
Note 17 Commitments and Contingencies
Environmental Remediation
Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites.
Redfield
The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan. The Company received permission from the oversight authorities to convert the pump and treat system to a passive treatment barrier system and completed the conversion during 2023.
Off-site groundwater concentrations have been reducing over time since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified work plan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the work plan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015 and to work with the oversight authorities on the off-site work plan.
The cumulative expenditures for both on-site and off-site remediation through August 1, 2026 were $
28
Other
Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material.
The Company continues to evaluate its remediation plans in conjunction with its environmental consultants and records its best estimate of remediation liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts.
Litigation
The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are generally expensed as incurred.
International Emergency Economic Powers Act Tariffs
In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) and in March 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection Agency (“CBP”) to suspend collection of the invalidated tariffs and to establish a process to refund IEEPA tariffs previously collected. Beginning in April 2026, the Company began filing refund claims with CBP related to eligible tariff payments made. The Company has elected to apply the gain contingency model in accordance with ASC 450-30, Gain Contingency, to account for refunds. Under this model, a gain contingency is recognized when the gain is realized or realizable. During the thirteen and twenty-six weeks ended August 1, 2026, the Company collected $
29
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Business Overview
We 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. We offer retailers and consumers a diversified portfolio of leading footwear brands. Outfitted in our brands, customers can step confidently into every aspect of their lives. 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. Our business strategy is focused on accelerating growth in our Brand Portfolio segment, gaining market share and deepening connections with the millennial family in our Famous Footwear segment, leveraging our “One Caleres” capabilities to increase profitability, and delivering value for our shareholders.
Known Trends Impacting Our Business
Based on the current macroeconomic environment and our recent operating results, we believe the following trends may continue to impact our business and operating results:
Macroeconomic Environment
Macroeconomic conditions continued to weigh on consumer discretionary spending and our financial results during the second quarter of 2026. Consumers remain impacted by elevated interest rates, persistent inflation, and expectations of future price increases, which have increased pressure on discretionary spending. In addition, heightened geopolitical volatility has adversely affected the global economy. More recently, conflict throughout the Middle East, particularly the war in Iran, has increased oil prices, resulting in higher product and transportation costs. As a result, we continued to experience lower consumer traffic in our Famous Footwear retail stores during the quarter.
Tariff volatility and the lack of clarity surrounding future trade policy developments have heightened uncertainty in the global economy. We source a majority of our products internationally. We continue to monitor changes in policy impacting global trade, including tariffs, which have been volatile and subject to ongoing modification. In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) and in March 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection Agency (“CBP”) to suspend collection of the invalidated tariffs and to establish a process to refund IEEPA tariffs previously collected. During the thirteen and twenty-six weeks ended August 1, 2026, we collected $57.4 million of tariff refunds and related interest. The Company has received substantially all of the tariff refunds.
Additionally, following the Supreme Court’s ruling invalidating the IEEPA tariffs, the U.S. imposed a temporary 10% general tariff under Section 122 of the Trade Act of 1974 and initiated additional trade actions, including the imposition of tariffs under Sections 301of the Trade Act of 1974, as well as other statutory authorities that may be used to impose tariffs or other import restrictions. On July 24, 2026, new tariff rates were imposed under Section 301 of the Trade Act of 1974. In addition, the U.S. Trade Representative has indicated that additional Section 301 tariffs may be implemented in the coming months following investigations covering a broad range of countries, including major sourcing markets. There remains substantial uncertainty regarding the potential changes or pauses to existing and newly announced tariffs, tariff levels, and whether additional tariffs or other reciprocal actions may be imposed, modified, or suspended. We have continued to implement various mitigation strategies including adjusting the countries from which we source our products and negotiating price concessions with our factories and selectively raising prices. Proposed or enacted tariffs and changes to U.S. trade policies may be reinstituted, paused, removed, or changed at any time, and to the extent we are unable to successfully mitigate any negative resulting impacts, it could adversely affect our business, financial condition, and results of operation.
Liquidity
Our liquidity position remains strong, with $50.9 million in cash and cash equivalents and excess availability on our revolving credit agreement of $357.3 million as of August 1, 2026. During the second quarter of 2026, borrowings on our revolving credit agreement decreased to $288.0 million, primarily driven by repayments under our revolving credit agreement resulting from cash receipts from tariff refunds.
30
Financial Highlights
Highlights of our consolidated and segment results for the second quarter of 2026 and 2025 are as follows:
Thirteen Weeks Ended | |||||||||||
($ millions, except per share amounts) | August 1, 2026 | | August 2, 2025 | Change (1) | |||||||
Consolidated net sales | $695.5 | $658.5 | $37.0 | 5.6 | % | ||||||
Famous Footwear segment net sales | $374.4 | $399.6 | ($25.2) | (6.3) | % | ||||||
Famous Footwear comparable sales % change | (5.9) | % | (3.4) | % | n/m | n/m | |||||
Brand Portfolio segment net sales | $340.6 | $275.6 | $65.0 | 23.6 | % | ||||||
Gross profit | $381.0 | $285.8 | $95.2 | 33.3 | % | ||||||
Gross margin | 54.8 | % | 43.4 | % | n/m | 1,140 | bps | ||||
Operating earnings | $77.6 | $9.3 | $68.3 | 734.6 | % | ||||||
Diluted earnings per share | $1.71 | $0.20 | $1.51 | 755.0 | % | ||||||
| (1) | n/m – not meaningful |
Metrics Used in the Evaluation of Our Business
The following are a few key metrics by which we evaluate our business, identify trends and make strategic decisions:
Comparable sales
The 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 comparable sales metric as a measure of an individual store’s success to determine whether it is performing in line with expectations. Our 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 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 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 comparable sales calculation. In fiscal years with 53 weeks, the 53rd week of comparable sales is included in the calculation. In the following year, the prior fiscal year period is shifted by one week to compare similar calendar weeks. We believe the 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.
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 in North America at the end of each month of the respective period.
Direct-to-consumer sales
Direct-to-consumer sales includes sales from our retail stores, our company-owned websites and sales through our customers’ websites that we fulfill on a drop-ship basis. While we take an omni-channel approach to reach consumers, we believe that our direct-to-consumer channels reinforce the image of our brands and 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 wholesale sales. As a result, management monitors trends in direct-to-consumer sales as a percentage of our Brand Portfolio segment and total consolidated net sales.
31
RESULTS OF OPERATIONS
Following are the consolidated results and the results by segment:
CONSOLIDATED RESULTS
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | | |||||||||||||||||||
| August 1, 2026 | | August 2, 2025 | | | August 1, 2026 | | August 2, 2025 | | |||||||||||||
% of | % of | % of | % of | |||||||||||||||||||
($ millions) | | | | Net Sales | | | | Net Sales | | | | | Net Sales | | | | Net Sales | | ||||
Net sales | $ | 695.5 |
| 100.0 | % | $ | 658.5 |
| 100.0 | % | $ | 1,362.1 |
| 100.0 | % | $ | 1,272.7 |
| 100.0 | % | ||
Cost of goods sold |
| 314.5 |
| 45.2 | % |
| 372.7 |
| 56.6 | % |
| 665.6 |
| 48.9 | % |
| 708.3 |
| 55.6 | % | ||
Gross profit |
| 381.0 |
| 54.8 | % |
| 285.8 |
| 43.4 | % |
| 696.4 |
| 51.1 | % |
| 564.5 |
| 44.4 | % | ||
Selling and administrative expenses |
| 303.4 |
| 43.6 | % |
| 269.7 |
| 40.9 | % |
| 597.1 |
| 43.8 | % |
| 536.2 |
| 42.1 | % | ||
Restructuring and other special charges, net |
| — |
| — | % |
| 6.8 |
| 1.1 | % |
| (2.1) |
| (0.2) | % |
| 7.4 |
| 0.6 | % | ||
Operating earnings |
| 77.6 |
| 11.2 | % |
| 9.3 |
| 1.4 | % |
| 101.5 |
| 7.5 | % |
| 20.9 |
| 1.7 | % | ||
Interest expense, net |
| (4.4) |
| (0.6) | % |
| (4.5) |
| (0.7) | % |
| (9.1) | (0.7) | % |
| (8.3) |
| (0.7) | % | |||
Other income, net |
| 4.5 |
| 0.6 | % |
| 1.0 |
| 0.2 | % |
| 5.7 | 0.4 | % |
| 1.7 |
| 0.1 | % | |||
Earnings before income taxes |
| 77.7 |
| 11.2 | % |
| 5.8 |
| 0.9 | % |
| 98.1 |
| 7.2 | % |
| 14.3 |
| 1.1 | % | ||
Income tax (provision) benefit |
| (18.3) |
| (2.6) | % |
| 1.3 |
| 0.2 | % |
| (24.9) |
| (1.8) | % |
| (1.3) |
| (0.1) | % | ||
Net earnings |
| 59.4 |
| 8.6 | % |
| 7.1 | 1.1 | % |
| 73.2 |
| 5.4 | % |
| 13.0 | 1.0 | % | ||||
Net earnings (loss) attributable to noncontrolling interests |
| 0.8 |
| 0.1 | % |
| 0.4 |
| 0.1 | % |
| 0.3 |
| 0.0 | % |
| (0.7) |
| (0.1) | % | ||
Net earnings attributable to Caleres, Inc. | $ | 58.6 |
| 8.5 | % | $ | 6.7 |
| 1.0 | % | $ | 72.9 |
| 5.4 | % | $ | 13.7 |
| 1.1 | % | ||
Net Sales
Net sales increased $37.0 million, or 5.6%, to $695.5 million for the second quarter of 2026, compared to $658.5 million for the second quarter of 2025. Net sales of our Brand Portfolio segment increased $65.0 million, or 23.6%. Stuart Weitzman, acquired on August 4, 2025, contributed net sales of $42.5 million. Brand Portfolio net sales were up 8.2% on an organic growth basis, reflecting increases in our wholesale and international businesses. We saw broad strength in our fashion footwear brands and growth in most of our more value-oriented brands. Net sales in our Famous Footwear segment decreased $25.2 million, or 6.3%, and comparable sales declined 5.9%, reflecting less traffic in our retail stores. Our direct-to-consumer sales represented approximately 71% of consolidated net sales for the second quarter of 2026, compared to 75% for the second quarter of 2025. We remain focused on international growth, direct-to-consumer penetration, elevating the consumer experience at Famous Footwear and maximizing the vertical opportunity between the Famous Footwear and Brand Portfolio segments, with Dr. Scholl’s, LifeStride, Naturalizer, and Blowfish Malibu representing four of Famous Footwear’s top 20 best-selling footwear brands during the quarter.
Net sales increased $89.4 million, or 7.0%, to $1,362.1 million for the six months ended August 1, 2026, compared to $1,272.7 million for the six months ended August 2, 2025. Net sales of our Brand Portfolio segment increased $125.9 million, or 22.0%. Stuart Weitzman contributed net sales of $86.4 million. Brand Portfolio net sales were up 6.9% on an organic growth basis. Net sales in our Famous Footwear segment decreased $33.6 million, or 4.6%, and comparable sales declined 4.3%, reflecting less traffic in our retail stores. Our direct-to-consumer sales represented approximately 69% of consolidated net sales for the six months ended August 1, 2026, compared to 73% for the six months ended August 2, 2025.
Gross Profit
Gross profit increased $95.2 million, or 33.3%, to $381.0 million for the second quarter of 2026, compared to $285.8 million for the second quarter of 2025. As a percentage of net sales, gross profit increased to 54.8% for the second quarter of 2026, compared to 43.4% for the second quarter of 2025. The increase primarily reflects $55.6 million of tariff refunds received in the second quarter of 2026. The remaining increase is driven by lower ongoing tariffs and the continuation of our tariff mitigation efforts as well as favorable channel mix with more retail sales, which have a higher margin than wholesale, as a result of the Stuart Weitzman acquisition. This was offset by clearance-related activity.
Gross profit increased $131.9 million, or 23.4%, to $696.4 million for the six months ended August 1, 2026, compared to $564.5 million for the six months ended August 2, 2025. As a percentage of net sales, gross profit increased to 51.1% for the six months ended August 1, 2026, compared to 44.4% for the six months ended August 2, 2025. The increase primarily reflects $55.6 million of tariff refunds received in the second quarter of 2026. The remaining increase is driven by the same factors described above.
32
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 $33.7 million, or 12.5%, to $303.4 million for the second quarter of 2026, compared to $269.7 million for the second quarter of 2025. The increase was driven by expenses associated with our acquired Stuart Weitzman brand, as well as higher expenses associated with our incentive compensation programs. As a percentage of net sales, selling and administrative expenses increased to 43.6% for the second quarter of 2026, from 40.9% for the second quarter of 2025.
Selling and administrative expenses increased $60.9 million, or 11.4%, to $597.1 million for the six months ended August 1, 2026, compared to $536.2 million for the six months ended August 2, 2025. The increase was driven by the same factors described above. As a percentage of net sales, selling and administrative expenses increased to 43.8% for the six months ended August 1, 2026, from 42.1% for the six months ended August 2, 2025.
Restructuring and Other Special Charges, Net
Restructuring and other special charges, net resulted in income of $2.1 million for the six months ended August 1, 2026, driven by a gain on the sale of one of the remaining parcels comprising the corporate headquarters and offset by Stuart Weitzman acquisition and integration costs. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges. We incurred restructuring costs of $7.4 million for the six months ended August 2, 2025, primarily for legal and other related costs associated with the acquisition of Stuart Weitzman and other related costs associated with our expense reduction initiatives.
Operating Earnings
Operating earnings increased $68.3 million to $77.6 million for the second quarter of 2026, compared to $9.3 million for the second quarter of 2025, reflecting the factors described above. As a percentage of net sales, operating earnings were 11.2% for the second quarter of 2026, compared to 1.4% for the second quarter of 2025.
Operating earnings increased $80.6 million to $101.5 million for the six months ended August 1, 2026, compared to $20.9 million for the six months ended August 2, 2025, reflecting the factors described above. As a percentage of net sales, operating earnings were 7.5% for the six months ended August 1, 2026, compared to 1.7% for the six months ended August 2, 2025.
Interest Expense, Net
Interest expense, net decreased $0.1 million, or 2.5%, to $4.4 million for the second quarter of 2026, compared to $4.5 million for the second quarter of 2025, reflecting lower average borrowings on our revolving credit facility.
Interest expense, net increased $0.8 million, or 9.3%, to $9.1 million for the six months ended August 1, 2026, compared to $8.3 million for the six months ended August 2, 2025, reflecting higher average borrowings on our revolving credit facility.
Other Income, Net
Other income, net increased $3.5 million to $4.5 million for the second quarter of 2026, compared to $1.0 million for the second quarter of 2025, and increased $4.0 million, to $5.7 million for the six months ended August 1, 2026, compared to $1.7 million for the six months ended August 2, 2025, primarily reflecting $1.8 million of interest received from tariff refunds, as well as higher income generated from our pension plan assets in the second quarter and six months ended August 1, 2026. Refer to Note 14 of the condensed consolidated financial statements for further information.
Income Tax Provision
Our effective tax rate can vary considerably from period to period, depending on a number of factors. Our consolidated effective tax rates were a provision of 23.6% and a benefit of 22.0% for the second quarter of 2026 and 2025, respectively. Our consolidated effective tax rates were provisions of 25.4% and 8.8% for the six months ended August 1, 2026 and August 2, 2025, respectively. The higher effective tax rate for the quarter was driven by the pre-tax income and tax provision associated with tariff refunds received during the second quarter of 2026 contrasted with a discrete tax benefit of $2.5 million associated with foreign earnings transition tax resolution during the second quarter of 2025. Discrete tax provisions related to share-based compensation of $1.5 million and $0.4 million were also recorded for the six months ended August 1, 2026 and August 2, 2025, respectively.
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In 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Global Anti-Base Erosion model rules, designed to ensure large corporations are taxed at a minimum rate of 15% in all countries of operation. The OECD continues to release guidance and countries are implementing legislation to adopt the rules, which became effective on January 1, 2024. In January 2026, the OECD announced that the U.S. multinational regime would be considered a side-by-side regime that should prevent U.S. companies from double taxation, although the arrangement is still being reviewed and adopted by other countries who have enacted Pillar Two legislation. We are continuing to evaluate the Pillar Two rules and their potential impact on future periods, but we do not expect the rules to have a material impact on our tax provision or effective tax rate.
Net Earnings Attributable to Caleres, Inc.
Net earnings attributable to Caleres, Inc. was $58.6 million and $72.9 million for the second quarter and six months ended August 1, 2026, respectively, compared to $6.7 million and $13.7 million for the second quarter and six months ended August 2, 2025, respectively, as a result of the factors described above.
FAMOUS FOOTWEAR
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||||||||||||||
August 1, 2026 | | August 2, 2025 | | | August 1, 2026 | | August 2, 2025 | |||||||||||||||||
% of | % of | % of | % of | |||||||||||||||||||||
($ millions, except sales per square foot) | | | Net Sales | | | Net Sales | | | | Net Sales | | | Net Sales | | ||||||||||
Net sales | $ | 374.4 | 100.0 | % | $ | 399.6 | 100.0 | % | $ | 693.7 | 100.0 | % | $ | 727.3 | 100.0 | % | ||||||||
Cost of goods sold | 214.6 | 57.3 | % | 224.9 | 56.3 | % | 393.9 | 56.8 | % | 404.2 | 55.6 | % | ||||||||||||
Gross profit | 159.8 | 42.7 | % | $ | 174.7 | 43.7 | % | 299.8 | 43.2 | % | $ | 323.1 | 44.4 | % | ||||||||||
Selling and administrative expenses | 154.6 | 41.3 | % | 156.0 | 39.1 | % | 295.1 | 42.5 | % | 299.5 | 41.2 | % | ||||||||||||
Restructuring and other special charges, net | — | — | % | 0.1 | 0.0 | % | — | — | % | 0.1 | 0.0 | % | ||||||||||||
Operating earnings | $ | 5.2 | 1.4 | % | $ | 18.6 | 4.6 | % | $ | 4.7 | 0.7 | % | $ | 23.5 | 3.2 | % | ||||||||
| | | | | | | | |||||||||||||||||
Key Metrics | | | | | | | | | ||||||||||||||||
Comparable sales % change | (5.9) | % | | (3.4) | % | | (4.3) | % | | (3.9) | % | | ||||||||||||
Comparable sales $ change | $ | (23.1) | | $ | (13.8) | | $ | (30.3) | | $ | (29.4) | | ||||||||||||
Sales change from new and closed stores, net | $ | (1.9) | | $ | (6.9) | | $ | (3.3) | | $ | (12.8) | | ||||||||||||
Impact of changes in Canadian exchange rate on sales | $ | (0.2) | | $ | 0.0 | | $ | 0.0 | | $ | (0.3) | | ||||||||||||
Sales per square foot, excluding e-commerce (thirteen and twenty-six weeks ended) | $ | 60 | | $ | 63 | | $ | 110 | | $ | 114 | | ||||||||||||
Sales per square foot, excluding e-commerce (trailing twelve months) | $ | 225 | | $ | 232 | | $ | 225 | | $ | 232 | | ||||||||||||
Square footage (thousand sq. ft.) |
| 5,366 | | 5,463 | |
| 5,366 | | 5,463 | | ||||||||||||||
| | | |
| | | ||||||||||||||||||
Stores opened |
| 6 | | 2 | |
| 7 | | 2 | | ||||||||||||||
Stores closed |
| 4 | | 7 | |
| 14 | | 18 | | ||||||||||||||
Ending stores |
| 814 | | 830 | |
| 814 | | 830 | | ||||||||||||||
Net Sales
Net sales of $374.4 million in the second quarter of 2026 decreased $25.2 million, or 6.3%, compared to the second quarter of 2025. Comparable sales decreased 5.9% for the second quarter of 2026 driven by a decline in consumer traffic in our retail stores. E-commerce sales were 14% of net sales in both the second quarter of 2026 and 2025. Our kids category, which is a key differentiator for Famous Footwear, continued to outperform the total chain.
We opened six stores and closed four stores during the second quarter of 2026, resulting in 814 stores and total square footage of 5.4 million at the end of the quarter, compared to 830 stores and total square footage of 5.5 million at the end of the second quarter of 2025. Sales to members of our customer loyalty program, Famously You Rewards, continue to account for a majority of the segment’s sales with approximately 77% of our net sales made to program members in the second quarter of 2026, consistent with the second quarter of 2025.
Net sales of $693.7 million in the six months ended August 1, 2026 decreased $33.6 million, or 4.6%, compared to the six months ended August 2, 2025. Comparable sales decreased 4.3% for the six months ended August 1, 2026 driven by a decline in consumer traffic in our retail stores. During the first half of 2026, we opened seven stores and closed 14 stores.
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Gross Profit
Gross profit decreased $14.9 million, or 8.5%, to $159.8 million for the second quarter of 2026, compared to $174.7 million for the second quarter of 2025. As a percentage of net sales, our gross profit decreased to 42.7% for the second quarter of 2026, from 43.7% for the second quarter of 2025, reflecting higher levels of clearance-related activity.
Gross profit decreased $23.3 million, or 7.2%, to $299.8 million for the six months ended August 1, 2026, compared to $323.1 million for the six months ended August 2, 2025. As a percentage of net sales, our gross profit decreased to 43.2% for the six months ended August 1, 2026, from 44.4% for the six months ended August 2, 2025, reflecting higher levels of clearance-related activity.
Selling and Administrative Expenses
Selling and administrative expenses decreased $1.4 million, or 0.9%, to $154.6 million for the second quarter of 2026, compared to $156.0 million for the second quarter of 2025. The decrease was primarily driven by lower information technology costs and lower warehouse and distribution costs. During the second quarter of 2026, we converted two stores to the FLAIR concept, ending the quarter with a total of 61 FLAIR stores. As a percentage of net sales, selling and administrative expenses increased to 41.3% for the second quarter of 2026, compared to 39.1% for the second quarter of 2025.
Selling and administrative expenses decreased $4.4 million, or 1.5%, to $295.1 million for the six months ended August 1, 2026, compared to $299.5 million for the six months ended August 2, 2025. The decrease was primarily driven by lower information technology spend and lower warehouse and distribution costs. As a percentage of net sales, selling and administrative expenses increased to 42.5% for the six months ended August 1, 2026, compared to 41.2% for the six months ended August 2, 2025.
Operating Earnings
Operating earnings decreased $13.4 million to $5.2 million for the second quarter of 2026, compared to $18.6 million for the second quarter of 2025, primarily reflecting the factors described above. As a percentage of net sales, operating earnings declined to 1.4% for the second quarter of 2026, compared to 4.6% for the second quarter of 2025.
Operating earnings decreased $18.8 million to $4.7 million for the six months ended August 1, 2026, compared to $23.5 million for the six months ended August 2, 2025, primarily reflecting the factors described above. As a percentage of net sales, operating earnings declined to 0.7% for the six months ended August 1, 2026, compared to 3.2% for the six months ended August 2, 2025.
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BRAND PORTFOLIO
Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||||||
August 1, 2026 | | August 2, 2025 | | | August 1, 2026 | | August 2, 2025 | ||||||||||||||||
% of | | % of | % of | | % of | ||||||||||||||||||
($ millions) | | Net Sales | | | | Net Sales | | | | Net Sales | | | | Net Sales | | ||||||||
Net sales | $ | 340.6 | 100.0 | % | $ | 275.6 | 100.0 | % | $ | 696.9 | 100.0 | % | $ | 571.0 | 100.0 | % | |||||||
Cost of goods sold | 117.8 | 34.6 | % | 164.5 | 59.7 | % | 299.6 | 43.0 | % | 330.7 | 57.9 | % | |||||||||||
Gross profit | 222.8 | 65.4 | % | 111.1 | 40.3 | % | 397.3 | 57.0 | % | 240.3 | 42.1 | % | |||||||||||
Selling and administrative expenses | 131.5 | 38.6 | % | 102.6 | 37.2 | % | 266.6 | 38.3 | % | 214.5 | 37.6 | % | |||||||||||
Restructuring and other special charges, net | — | — | % | 1.8 | 0.7 | % | 0.4 | 0.00 | % | 1.8 | 0.2 | % | |||||||||||
Operating earnings | $ | 91.2 | 26.8 | % | $ | 6.7 | 2.4 | % | $ | 130.3 | 18.7 | % | $ | 24.0 | 4.3 | % | |||||||
| | | | | | ||||||||||||||||||
Key Metrics | | | | | | | | | |||||||||||||||
Direct-to-consumer (% of net sales) (1) | 37 | % | | 36 | % | | 36 | % | | 35 | % | | |||||||||||
Change in wholesale net sales, excluding Stuart Weitzman ($) | $ | 20.9 | | $ | (11.6) | | $ | 31.8 | | $ | (29.2) | | |||||||||||
Change in retail net sales, excluding Stuart Weitzman ($) | $ | 1.6 | | $ | 1.7 | | $ | 7.7 | | $ | (2.5) | | |||||||||||
Sales change from acquired Stuart Weitzman business | $ | 42.5 | $ | — | $ | 86.4 | $ | — | |||||||||||||||
Unfilled order position at end of period | $ | 340.7 | | $ | 244.2 | | | | |||||||||||||||
| | | | | |||||||||||||||||||
Company-Operated Stores: | |||||||||||||||||||||||
North America | |||||||||||||||||||||||
Stores opened | 2 | | 2 | | 2 | | 5 | | |||||||||||||||
Stores closed | 4 | | — | | 4 | | 2 | | |||||||||||||||
Ending stores - North America(2) | 83 | 63 | 83 | 63 | |||||||||||||||||||
East and Southeast Asia | |||||||||||||||||||||||
Ending stores - East Asia (2) | 91 | 55 | 91 | 55 | |||||||||||||||||||
Total Company-Operated Stores | 174 | 118 | 174 | 118 | |||||||||||||||||||
International franchise locations | 151 | 145 | 151 | 145 | |||||||||||||||||||
Total | 325 | | 263 | | 325 | | 263 | | |||||||||||||||
| (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) | Ending stores for the period ended August 1, 2026, include 21 North America and 41 East Asia Stuart Weitzman retail stores. |
Net Sales
Net sales of $340.6 million in the second quarter of 2026 increased $65.0 million, or 23.6%, compared to the second quarter of 2025. The increase primarily reflects the acquisition of Stuart Weitzman on August 4, 2025. Stuart Weitzman contributed net sales of $42.5 million in the second quarter of 2026. The remaining 8.2% increase in net sales was driven by strong organic growth in our wholesale and international businesses. We saw broad strength in our fashion footwear brands and growth in our more value-oriented brands. Our direct-to-consumer sales represented approximately 37% of net sales for the second quarter of 2026, compared to 36% for the second quarter of 2025. During the second quarter of 2026, opened two stores and closed four stores in North America, resulting in a total of 83 stores, compared to 63 stores in the second quarter of 2025. We remain focused on international growth and continue to evaluate expansion of our international presence during the second quarter of 2026. There were 91 stores in East Asia at August 1, 2026, compared to 55 stores at August 2, 2025. There were also 151 international branded stores owned and operated by third parties through franchise agreements at August 1, 2026, compared to 145 international branded stores at August 2, 2025.
Net sales increased $125.9 million, or 22.0%, to $696.9 million for the six months ended August 1, 2026, compared to $571.0 for the six months ended August 2, 2025. The increase primarily reflects the acquisition of Stuart Weitzman on August 4, 2025, which contributed net sales of $86.4 million in the six months ended August 1, 2026. The remaining 6.9% increase in net sales was driven by organic growth.
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Our unfilled order position for our wholesale sales increased $96.5 million, or 39.5%, to $340.7 million at August 1, 2026, compared to $244.2 million at August 2, 2025.
Gross Profit
Gross profit increased $111.7 million, or 101%, to $222.8 million for the second quarter of 2026, compared to $111.1 million for the second quarter of 2025. As a percentage of net sales, our gross profit increased to 65.4% for the second quarter of 2026, compared to 40.3% for the second quarter of 2025. The increase was driven primarily by $55.6 million of tariff recoveries received in the current period. The remaining increase is driven by lower ongoing tariffs and the continuation of our tariff mitigation efforts, as well as favorable channel mix with more retail sales, which have a higher margin than wholesale, as a result of the Stuart Weitzman acquisition.
Gross profit increased $157.0 million, or 65.3%, to $397.3 million for the six months ended August 1, 2026, compared to $240.3 million for the six months ended August 2, 2025. As a percentage of net sales, our gross profit increased to 57.0% for the six months ended August 1, 2026, compared to 42.1% for the six months ended August 2, 2025. The increase was driven by the same factors described above.
Selling and Administrative Expenses
Selling and administrative expenses increased $28.9 million, or 28.2%, to $131.5 million for the second quarter of 2026, compared to $102.6 million for the second quarter of 2025 driven by expenses related to our acquired Stuart Weitzman brand and growth in our international business. As a percentage of net sales, selling and administrative expenses increased to 38.6% for the second quarter of 2026, compared to 37.2% for the second quarter of 2025.
Selling and administrative expenses increased $52.1 million, or 24.2%, to $266.6 million for the six months ended August 1, 2026, compared to $214.5 million for the six months ended August 2, 2025 driven by expenses related to our acquired Stuart Weitzman brand and growth in our international business. As a percentage of net sales, selling and administrative expenses increased to 38.3% for the six months ended August 1, 2026, compared to 37.6% for the six months ended August 2, 2025.
Restructuring and Other Special Charges, Net
There were no restructuring and other special charges during the second quarter of 2026. Restructuring and other special charges of $0.4 million for the six months ended August 1, 2026 were primarily associated Stuart Weitzman acquisition and integration costs. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges. Restructuring and other special charges of $1.8 million for the three and six months ended August 2, 2025 were associated with expense reduction initiatives, primarily severance.
Operating Earnings
Operating earnings increased to $91.2 million for the second quarter of 2026, from $6.7 million for the second quarter of 2025, as a result of the factors described above. As a percentage of net sales, operating earnings were 26.8% for the second quarter of 2026, compared to 2.4% for the second quarter of 2025.
Operating earnings increased to $130.3 million for the six months ended August 1, 2026, compared to $24.0 million for the six months ended August 2, 2025, as a result of the factors described above. As a percentage of net sales, operating earnings were 18.7% for the six months ended August 1, 2026, compared to 4.3% in the six months ended August 2, 2025.
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ELIMINATIONS AND OTHER
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||||||||||||||||||||||||||||||
August 1, 2026 | | August 2, 2025 | | | August 1, 2026 | | August 2, 2025 | |||||||||||||||||||||||||||||||||
% of | % of | % of | % of | |||||||||||||||||||||||||||||||||||||
($ millions) | | Net Sales | | Net Sales | | | Net Sales | | Net Sales | |||||||||||||||||||||||||||||||
Net sales | $ | (19.5) | 100.0 | % | $ | (16.7) | 100.0 | % | $ | (28.5) | 100.0 | % | $ | (25.5) | 100.0 | % | ||||||||||||||||||||||||
Cost of goods sold | (17.9) | 91.9 | % | (16.7) | 100.0 | % | (27.9) | 97.8 | % | (26.5) | 103.9 | % | ||||||||||||||||||||||||||||
Gross profit | (1.6) | 8.1 | % | 0.0 | 0.0 | % | (0.6) | 2.2 | % | 1.0 | (3.9) | % | ||||||||||||||||||||||||||||
Selling and administrative expenses | 17.2 | (88.2) | % | 11.1 | (66.5) | % | 38.1 | (133.7) | % | 22.2 | (87.1) | % | ||||||||||||||||||||||||||||
Restructuring and other special charges, net | — | — | % | 4.8 | (28.7) | % | (2.6) | 9.1 | % | 5.5 | (21.6) | % | ||||||||||||||||||||||||||||
Operating loss | $ | (18.8) | 96.3 | % | $ | (15.9) | 95.2 | % | $ | (36.1) | 126.8 | % | $ | (26.7) | 104.8 | % | ||||||||||||||||||||||||
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 $19.5 million for the second quarter of 2026 is $2.8 million, or 16.8%, higher than the second quarter of 2025, reflecting an increase in product sold from our Brand Portfolio segment to Famous Footwear compared to the prior comparable period. The net sales elimination of $28.5 million for the six months ended August 1, 2026 is $3.0 million, or 11.8%, higher than the six months ended August 2, 2025, reflecting an increase in product sold from our Brand Portfolio segment to Famous Footwear compared to the prior comparable period.
Selling and administrative expenses increased $6.1 million, to $17.2 million in the second quarter of 2026, compared to $11.1 million for the second quarter of 2025. Selling and administrative expenses increased $15.9 million, to $38.1 million in the six months ended August 1, 2026, compared to $22.2 million in the six months ended August 2, 2025. The increase for both the quarter and six months primarily reflect higher expenses related to our incentive compensation programs.
Restructuring and other special charges, net consisted of $2.6 million of income for the six months ended August 1, 2026, driven by a gain of $3.9 million for the sale of one of the remaining parcels comprising our corporate headquarters in Clayton, Missouri, partially offset by $1.3 million of technology, office relocation and other related costs associated with the acquisition of Stuart Weitzman. Restructuring and other special charges of $5.5 million for the six months ended August 2, 2025 were for legal and other related costs associated with the acquisition of Stuart Weitzman. Refer to Note 6 to the condensed consolidated financial statements for additional information.
LIQUIDITY AND CAPITAL RESOURCES
Borrowings
As further discussed in Note 11 to the condensed consolidated financial statements, we maintain a revolving credit facility for working capital needs and strategic initiatives that matures on June 27, 2030. The aggregate amount available under the revolving credit facility is up to $700.0 million, subject to borrowing base restrictions, and may be further increased by up to $250.0 million. Interest on the borrowings is at variable rates based on the SOFR, or the prime rate (as defined in the Credit Agreement), plus a spread.
Total debt obligations of $288.0 million at August 1, 2026 decreased $99.5 million, from $387.5 million at August 2, 2025, and $8.5 million, from $296.5 million at January 31, 2026. On August 4, 2025, we completed the acquisition of Stuart Weitzman, as further discussed in Note 3 to the condensed consolidated financial statements. The decrease in borrowings at August 1, 2026 primarily reflects repayments of borrowings at the end of the second quarter of 2025 to fund the acquisition. Net interest expense for the second quarter of 2026 decreased $0.1 million to $4.4 million, compared to $4.5 million for the second quarter of 2025, reflecting lower average borrowings on our revolving credit facility.
At August 1, 2026, we had $288.0 million in borrowings and $7.6 million in letters of credit outstanding under the Credit Agreement. Total borrowing availability was $357.3 million at August 1, 2026. We were in compliance with all covenants and restrictions under the Credit Agreement as of August 1, 2026.
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Working Capital and Cash Flow
Twenty-Six Weeks Ended | ||||||||||
($ millions) | | August 1, 2026 | | August 2, 2025 | | Change | | |||
Net cash provided by operating activities | $ | 55.8 | $ | 41.7 | $ | 14.1 | ||||
Net cash used for investing activities | (16.9) | (34.1) | 17.2 | |||||||
Net cash (used for) provided by financing activities | (17.6) | 154.2 | (171.8) | |||||||
Effect of exchange rate changes on cash and cash equivalents | (0.1) | 0.1 | 0.0 | |||||||
Increase in cash and cash equivalents | $ | 21.2 | $ | 161.9 | $ | (140.7) | ||||
Reasons for the major variances in cash provided in the table above are as follows:
Cash provided by operating activities was $14.1 million higher in the twenty-six weeks ended August 1, 2026 as compared to the twenty-six weeks ended August 2, 2025, primarily reflecting the following factors, including cash used for Stuart Weitzman operating activities:
| ● | Net earnings of $73.2 million for the twenty-six weeks ended August 1, 2026, compared to $13.0 million for the twenty-six weeks ended August 2, 2025, |
| ● | A larger increase in trade accounts payable during the twenty-six weeks ended August 1, 2026, compared to the twenty-six weeks ended August 2, 2025, partially offset by, |
| ● | An increase in accounts receivable of $13.5 million during the twenty-six weeks ended August 1, 2026, compared to a decrease of $18.4 million during twenty-six weeks ended August 2, 2025, |
| ● | A decrease in accrued expenses and other liabilities during the twenty-six weeks ended August 1, 2026, compared to an increase during the twenty-six weeks ended August 2, 2025, and |
| ● | A larger increase in inventory during the twenty-six weeks ended August 1, 2026, compared to the twenty-six weeks ended August 2, 2025. |
Cash used for investing activities was $17.2 million lower for the twenty-six weeks ended August 1, 2026 as compared to the twenty-six weeks ended August 2, 2025, reflecting lower capital expenditures, due in part to less Famous Footwear remodel spending. We had 61 FLAIR stores as of August 1, 2026 and expect to add three to five more FLAIR stores during the second half of 2026. The lower capital expenditures are offset by $4.0 million of cash received for the sale of one of the remaining parcels comprising the Company’s corporate headquarters.
Cash used for financing activities was $17.6 million for the twenty-six weeks ended August 1, 2026, as compared to cash provided by financing activities of $154.2 million for the twenty-six weeks ended August 2, 2025. The primary driver of the change is due to net repayments on our revolving credit agreement of $8.5 million for the twenty-six weeks ended August 1, 2026, compared to net borrowings on our revolving credit agreement of $168.0 million for the twenty-six weeks ended August 2, 2025. The decrease in borrowings at August 1, 2026 primarily reflects repayments of borrowings at the end of the second quarter of 2025.
A summary of key financial data and ratios at the dates indicated is as follows:
August 1, 2026 | | August 2, 2025 | | January 31, 2026 | | |||||
Working capital ($ millions) (1) | $ | 105.6 | $ | 84.3 | $ | 17.2 | ||||
Current ratio (2) | 1.11:1 | 1.08:1 | 1.02:1 | |||||||
Debt-to-capital ratio (3) | 29.7 | % | 38.4 | % | 32.7 | % | ||||
| (1) | Working capital has been computed as total current assets less total current 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 the borrowings under our revolving credit agreement by total capitalization. Total capitalization is defined as total debt and total equity. |
Working capital at August 1, 2026 was $105.6 million, which was an increase of $21.3 million from August 2, 2025 and an increase of $88.1 million from January 31, 2026. The increase in working capital from August 2, 2025 to August 1, 2026 primarily reflects a decrease in
39
borrowings under our revolving credit agreement. The revolver was used to fund the acquisition of Stuart Weitzman, as further described in Note 3 to the condensed consolidated financial statements. The increase was further driven by increases in net receivables and net inventories. The increase in working capital from January 31, 2026 primarily reflects higher net inventories.
Our current ratio was 1.11:1 at August 1, 2026, compared to 1.08:1 at August 2, 2025 and 1.02:1 at January 31, 2026. Our debt-to-capital ratio was 29.7% as of August 1, 2026, compared to 38.4% as of August 2, 2025 and 32.7% at January 31, 2026. The lower debt-to-capital ratio as of August 1, 2026 reflects the decrease in borrowings under our revolving credit agreement from the previous year, which was higher as a result of the Stuart Weitzman acquisition.
We declared and paid dividends of $0.07 per share in the second quarter of both 2026 and 2025. 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 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 31, 2026.
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. These risks include (i) changes in United States and international trade policies, including tariffs and trade restrictions; (ii) changing consumer demands, which may be influenced by general economic conditions and other factors; (iii) inflationary pressures and supply chain disruptions; (iv) rapidly changing consumer preferences and purchasing patterns and fashion trends; (v) supplier concentration, 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) transitional challenges with acquisitions and divestitures; (x) cybersecurity threats or other major disruption to the company’s information technology; (xi) the ability to accurately forecast sales and manage inventory levels; (xii) a disruption in the company’s distribution centers; (xiii) the ability to recruit and retain senior management and other key associates; (xiv) the ability to secure/exit leases on favorable terms; (xv) changes to tax laws, policies and treaties; (xvi) our commitments and shareholder expectations related to responsible business initiatives; (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 31, 2026, 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.
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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 31, 2026.
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 August 1, 2026, 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 August 1, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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 17 to the condensed consolidated financial statements and incorporated by reference herein.
ITEM 1A RISK FACTORS
You are encouraged to review the discussion of Forward-Looking Statements appearing in this report at Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
41
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on April 2, 2026 (the “2025 Form 10-K”) which could materially affect our business, financial condition, operating results, earnings, or stock price in various ways. The risks described in the 2025 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results.
During the three months ended August 1, 2026, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in the 2025 Form 10-K.
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 second quarter of 2026:
Total Number | Maximum Number | ||||||||
Purchased as Part | of Shares that May | ||||||||
Total Number of | of Publicly | Yet be Purchased | |||||||
Shares | Average Price Paid | Announced | Under the | ||||||
Fiscal Period |
| Purchased (1) |
| per Share (1) |
| Program (2) | | Program (2) | |
May 3, 2026 - May 30, 2026 |
| — | $ | — |
| — |
| 3,116,055 | |
|
|
|
| ||||||
May 31, 2026 - July 4, 2026 |
| 544 |
| 14.14 |
| — |
| 3,116,055 | |
|
|
|
| | |||||
July 5, 2026 - August 1, 2026 |
| — |
| — |
| — |
| 3,116,055 | |
| |
| |
| |
| | ||
Total |
| 544 | $ | 14.14 |
| — |
| 3,116,055 | |
| (1) | Includes shares that are tendered by employees related to certain share-based awards to satisfy tax withholding amounts for restricted stock awards. The average price per share on repurchases of our common stock excludes the cost of broker commissions and excise taxes due under the provisions of the Inflation Reduction Act. |
| (2) | On March 10, 2022, the Board of Directors approved a stock repurchase program ("2022 Program") authorizing the repurchase of 7,000,000 shares of our outstanding common stock. We can use the repurchase program to repurchase shares on the open market or in private transactions. During the thirteen and twenty-six weeks ended August 1, 2026, the Company repurchased zero and 250,000 shares, respectively, under the 2022 program. During the thirteen and twenty-six weeks ended August 2, 2025, the Company repurchased zero and 300,000 shares, respectively, under the 2022 program. As of August 1, 2026, there were 3,116,055 shares authorized to be repurchased. Our repurchases of common stock are limited under our revolving credit agreement. |
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 OTHER INFORMATION
Director and Section 16 Officer Trading Arrangements
During the thirteen weeks ended August 1, 2026, or Section 16 officer adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6 EXHIBITS
Exhibit |
|
|
3.2 | ||
10.1* | ||
10.2* | † | |
10.3a* | † | |
10.3b* | † | |
10.4* | † | |
31.1 | † | |
31.2 | † | |
32.1 | † | |
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: September 10, 2026 | /s/ Daniel L. Karpel | |
Daniel L. Karpel Senior Vice President, Chief Financial Officer on behalf of the Registrant and as the Principal Financial Officer and Principal Accounting Officer |
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ATTACHMENTS / EXHIBITS
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