Caleres (NYSE: CAL) Q3 2025 results hit by Stuart Weitzman costs and higher debt
Caleres, Inc.$790.1 million from $740.9 million a year ago, but net earnings attributable to Caleres dropped to $2.4 million from $41.4 million as operating earnings fell sharply and interest expense increased.
For the first thirty-nine weeks, sales were $2.06 billion versus $2.08 billion, while net earnings attributable to Caleres declined to $16.0 million from $102.3 million. Cash from operating activities fell to $40.5 million from $75.9 million, and borrowings under the revolving credit agreement increased to $355.0 million from $238.5 million a year earlier.
In August 2025, Caleres completed the $108.9 million acquisition of the Stuart Weitzman luxury footwear business, adding goodwill and trademark intangibles and bringing in $45.8 million of net sales in the quarter but an operating loss of $18.9 million, including inventory step-up costs. The company also recorded $3.8 million of acquisition and integration costs and $2.9 million of expense-reduction and restructuring charges in the quarter, contributing to lower earnings.
Positive
- Strategic luxury acquisition adds scale and brand depth: Caleres closed the $108.9 million purchase of the Stuart Weitzman business, adding $45.8 million of net sales in the quarter, new trademark intangibles of $12.7 million, and $6.6 million of goodwill to its Brand Portfolio segment.
Negative
- Sharp profitability decline and higher leverage: Quarterly net earnings attributable to Caleres fell to $2.4 million from $41.4 million, year-to-date earnings dropped to $16.0 million from $102.3 million, operating earnings contracted materially, cash from operations decreased to $40.5 million from $75.9 million, and revolving credit borrowings increased to $355.0 million from $238.5 million.
Insights
Higher sales and a strategic luxury acquisition were outweighed by much lower earnings and higher debt.
Caleres grew quarterly net sales to
The
Leverage stepped up as borrowings under the revolving credit agreement increased to
Table of Contents
UNITED 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) | |
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(Zip Code) | |
(Address of principal executive offices) | |
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(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:
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 November 28, 2025,
Table of Contents
INDEX | ||
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PART I | Page | |
Item 1 | Financial Statements (Unaudited) | 3 |
| Condensed Consolidated Balance Sheets | 3 |
| Condensed Consolidated Statements of Earnings | 4 |
| Condensed Consolidated Statements of Comprehensive Income | 5 |
| Condensed Consolidated Statements of Cash Flows | 6 |
| Condensed Consolidated Statements of Shareholders’ Equity | 7 |
| Notes to Condensed Consolidated Financial Statements | 8 |
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 41 |
Item 4 | Controls and Procedures | 41 |
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PART II | 42 | |
Item 1 | Legal Proceedings | 42 |
Item 1A | Risk Factors | 42 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 43 |
Item 3 | Defaults Upon Senior Securities | 43 |
Item 4 | Mine Safety Disclosures | 43 |
Item 5 | Other Information | 43 |
Item 6 | Exhibits | 45 |
Signature | 46 | |
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PART IFINANCIAL INFORMATION
ITEM 1FINANCIAL STATEMENTS
CALERES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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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 | | $ | | | $ | | | $ | |
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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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Income taxes | |
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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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Table of Contents
CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
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| | Thirteen Weeks Ended |
| Thirty-Nine Weeks Ended | ||||||||
($ thousands, except per share amounts) |
| November 1, 2025 | | November 2, 2024 | | November 1, 2025 |
| November 2, 2024 | ||||
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 (expense) income, net | |
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Earnings before income taxes | |
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Income tax provision | |
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Net earnings | |
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Net loss attributable to noncontrolling interests | |
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Net earnings attributable to Caleres, Inc. | | $ | | | $ | | | $ | | | $ | |
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Basic earnings per common share attributable to Caleres, Inc. shareholders | | $ | | | $ | | | $ | | | $ | |
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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
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| Thirteen Weeks Ended |
| Thirty-Nine Weeks Ended | ||||||||
($ thousands) | November 1, 2025 |
| November 2, 2024 | | November 1, 2025 |
| November 2, 2024 | ||||
Net earnings | $ | | | $ | | | $ | | | $ | |
Other comprehensive income ("OCI"), 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 earnings, net of tax |
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Comprehensive income |
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Comprehensive 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
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| Thirty-Nine Weeks Ended | | ||||
($ thousands) | November 1, 2025 |
| November 2, 2024 |
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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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Loss 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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Capitalized software |
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Acquisition of Stuart Weitzman, net of cash received |
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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 provided by (used for) 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
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| | | | | | | | | | 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 AUGUST 2, 2025 |
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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 NOVEMBER 1, 2025 |
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BALANCE AUGUST 3, 2024 |
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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 NOVEMBER 2, 2024 |
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| | | | | | | | | | Other | | | | | Total Caleres, Inc. | | | | | | |||
(Unaudited) | | Common Stock | | Additional | | Comprehensive | | Retained | | Shareholders’ | | Noncontrolling | | | | ||||||||
($ thousands, except number of shares and per share amounts) |
| Shares |
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| Paid-In Capital |
| Loss |
| Earnings |
| Equity |
| Interests |
| Total Equity | |||||||
BALANCE FEBRUARY 1, 2025 |
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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 NOVEMBER 1, 2025 |
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BALANCE FEBRUARY 3, 2024 |
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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 (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 NOVEMBER 2, 2024 |
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See notes to condensed consolidated financial statements.
7
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CALERES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Basis of Presentation and General
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations, comprehensive income and cash flows of Caleres, Inc. ("the Company"). These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company’s consolidated financial position, results of operations, comprehensive income and cash flows in conformity with accounting principles generally accepted in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions.
The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales. Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, the Company has experienced more equal distribution among the quarters in recent years. Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.
The accompanying condensed consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Noncontrolling Interests
Noncontrolling interests in the Company’s condensed consolidated financial statements result from the accounting for noncontrolling interests in partially-owned consolidated subsidiaries or affiliates. 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 losses of CLT for the periods ended November 1, 2025 and November 2, 2024 were as follows:
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| Thirteen Weeks Ended | | Thirty-Nine Weeks Ended | ||||||||
($ thousands) |
| November 1, 2025 |
| November 2, 2024 | | November 1, 2025 |
| November 2, 2024 | ||||
Net sales | | $ | | | $ | | | $ | | | $ | |
Operating loss | |
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| ( | |
| ( | |
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The Company consolidates CLT into its condensed consolidated financial statements on a one-month lag. Net loss attributable to noncontrolling interests represents the share of net 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 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
8
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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 November 1, 2025 and November 2, 2024, the Company had $
The following table is a rollforward of the obligations confirmed under the Program for November 1, 2025 and November 2, 2024:
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| Thirty-Nine Weeks Ended | ||||
($ thousands) | November 1, 2025 | | November 2, 2024 | ||
Confirmed obligations outstanding at the beginning of the period | $ | | | $ | |
Invoices confirmed during the period |
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Confirmed invoices paid during the period |
| ( | |
| ( |
Confirmed obligations outstanding at the end of the period | $ | | | $ | |
Property and Equipment, Held for Sale
In January 2025, the Company entered into an agreement to sell the main portion of its
Note 2 Impact of New Accounting Pronouncements
Impact of Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands the income tax disclosure requirements, principally related to the rate reconciliation table and income taxes paid by jurisdiction. ASU 2023-09 is effective for the Company on a prospective basis in fiscal year 2025, with the option to apply the standard retrospectively, and early adoption is permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU requires new financial statement disclosures in a tabular format, disaggregating information about certain income expenses. The ASU is effective for the Company on a prospective basis for the Company’s annual disclosures for fiscal year 2027 and for interim periods beginning with the first quarter of 2028. Early adoption and retrospective application is permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The ASU is intended to clarify and modernize the accounting for costs related to internal-use software. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted. The guidance may be applied using a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact of the ASU on its consolidated financial statement disclosures.
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 $
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Stuart Weitzman, which includes both wholesale and direct-to-consumer channels, has been an iconic global luxury women’s footwear brand for over
Preliminary 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 preliminary 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. Any subsequent changes in the estimated fair values assumed upon the finalization of more detailed analyses within the measurement period will change the allocation of the purchase price and will be 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 and intangible assets. The Company used all available information to make its best estimate of fair values at the acquisition date and is still in the process of finalizing the fair value of certain assets acquired and liabilities assumed, including inventories, property
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and equipment, certain intangibles and leases at the acquisition date. The Company expects to obtain the information necessary to finalize the purchase price allocation during the measurement period, not to exceed one year from the acquisition date as permitted under ASC 805.
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 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 thirty-nine weeks ended November 1, 2025 and November 2, 2024 combines the historical results of Caleres, Inc. and Stuart Weitzman, assuming the acquisition had been completed as of February 4, 2024. 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 inventory, acquisition and integration-related 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 | | | Thirty-Nine Weeks Ended | |||||||
($ thousands) |
| November 1, 2025 | |
| November 2, 2024 |
| | November 1, 2025 | |
| November 2, 2024 | |
Net sales | | $ | | | $ | | | $ | | | $ | |
Net earnings 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 the date assumed, 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 November 1, 2025 and November 2, 2024:
| | | | | | | | | | | | |
| | Thirteen Weeks Ended November 1, 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 | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
|
| Thirteen Weeks Ended November 2, 2024 | ||||||||||
| | | | | | | | 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 | | $ | | | $ | | | $ | ( | | $ | |
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| | | | | | | | | | | | |
| | Thirty-Nine Weeks Ended November 1, 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 | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
| | Thirty-Nine Weeks Ended November 2, 2024 | ||||||||||
| | | | | | | | 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 or retail stores 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
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(“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.
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) |
| November 1, 2025 |
| November 2, 2024 |
| February 1, 2025 | |||
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. We also experienced an increase in customer allowances and discounts, the returns reserve and the gift card liability as a result of the Stuart Weitzman acquisition in the third quarter of 2025. In addition, during the thirty-nine weeks ended November 1, 2025, the loyalty programs liability increased $
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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 thirty-nine weeks ended November 1, 2025 and November 2, 2024:
| | | | | | |
| | Thirty-Nine Weeks Ended | ||||
($ thousands) |
| November 1, 2025 | | November 2, 2024 | ||
Balance, beginning of period | | $ | | | $ | |
Adjustment for expected credit losses | | | | | | ( |
Uncollectible account recoveries, net | | | | | | |
Balance, end of period (1) | | $ | | | $ | |
| (1) | Includes $ |
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 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 November 1, 2025 and November 2, 2024:
| | | | | | | | | | | | | |
| | Thirteen Weeks Ended | | Thirty-Nine Weeks Ended | | ||||||||
($ thousands, except per share amounts) |
| November 1, 2025 |
| November 2, 2024 |
| November 1, 2025 |
| November 2, 2024 |
| ||||
| | | | | | | | | | | | | |
NUMERATOR | | | | | | | | | | | | | |
Net earnings | | $ | | | $ | | | $ | | | $ | | |
Net 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
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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. An immaterial amount of excise taxes was due on share repurchases during the thirty-nine weeks ended November 1, 2025 and November 2, 2024.
Note 6 Restructuring and Other Special Charges
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. During the thirteen and thirty-nine weeks ended November 1, 2025, the Company incurred legal, information technology and other related costs associated with the acquisition of approximately $
Expense Reduction Initiatives
During the second quarter of 2025, the Company announced its plan to reduce selling and administrative expenses through structural changes. During the thirteen and thirty-nine weeks ended November 1, 2025, the Company incurred costs of approximately $
Restructuring Costs
The Company incurred costs of approximately $
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Note 7 Business Segment Information
Following is a summary of certain key financial measures for the Company’s
| | | | | | | | | | | | |
| Thirteen Weeks Ended November 1, 2025 | |||||||||||
| | Famous | | Brand | | Eliminations | | | | |||
($ thousands) |
| Footwear |
| Portfolio |
| and Other |
| Total | ||||
Net sales (1) | | $ | | | $ | | | $ | ( | | $ | |
Cost of goods sold | |
| | |
| | |
| ( | |
| |
Gross Profit | | | | | | | | | | | | |
| |
| | | | | | | | | | |
Less expenses: | | | | | | | | | | | | |
Retail stores (2) | | | | | | | | | — | | | |
Information technology | |
| | | | | | | | | | |
Warehousing and distribution | |
| | | | | | | | | | |
Advertising and marketing | | | | | | | | | | | | |
Restructuring and other special charges, net | |
| | | | | | | | | | |
Other expenses (3) | |
| | | | | | | | | | |
Operating earnings (loss) | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
Segment assets | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
| Thirteen Weeks Ended November 2, 2024 | |||||||||||
| | Famous | | Brand | | Eliminations | | | | |||
|
| Footwear |
| Portfolio |
| and Other |
| Total | ||||
Net sales (1) | | $ | | | $ | | | $ | ( | | $ | |
Cost of goods sold | |
| | | | | | | ( | |
| |
Gross Profit | | | | | | | | | | | | |
| |
| | | | | | | | | | |
Less expenses: | | | | | | | | | | | | |
Retail stores (2) | | | | | | | | | — | | | |
Information technology | |
| | | | | | | | | | |
Warehousing and distribution | |
| | | | | | | | | | |
Advertising and marketing | | | | | | | | | ( | | | |
Restructuring and other special charges, net | |
| | | | | | | | | | |
Other expenses (3) | |
| | | | | | | | | | |
Operating earnings (loss) | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
Segment assets | | $ | | | $ | | | $ | | | $ | |
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| | | | | | | | | | | | |
| Thirty-Nine Weeks Ended November 1, 2025 | |||||||||||
| | Famous | | Brand | | Eliminations | | | | |||
($ thousands) |
| Footwear |
| Portfolio |
| and Other |
| Total | ||||
| |
| | |
| | |
| | |
| |
Net sales (1) | | $ | | | $ | | | $ | ( | | $ | |
Cost of goods sold | | | | |
| | |
| ( | |
| |
Gross profit | | | | | | | | | | | | |
| | | | | | | | | | | | |
Less expenses: | | | | | | | | | | | | |
Retail stores (2) | | | | | | | | | — | | | |
Information technology | | | | | | | | | | | | |
Warehousing and distribution | | | | | | | | | ( | | | |
Advertising and marketing | | | | | | | | | | | | |
Restructuring and other special charges, net | |
| | | | | | | | |
| |
Other expenses (3) | | | | | | | | | | | | |
Operating earnings (loss) | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Thirty-Nine Weeks Ended November 2, 2024 | |||||||||||
| | Famous | | Brand | | Eliminations | | | ||||
($ thousands) |
| Footwear |
| Portfolio |
| and Other |
| Total | ||||
| |
|
| |
|
| |
|
| |
|
|
Net sales (1) | | $ | | | $ | | | $ | ( | | $ | |
Cost of goods sold | | | | |
| | |
| ( | |
| |
Gross profit | | | | | | | | | | | | |
| | | | | | | | | | | | |
Less expenses: | | | | | | | | | | | | |
Retail stores (2) | | | | | | | | | — | | | |
Information technology | | | | | | | | | | | | |
Warehousing and distribution | | | | | | | | | | | | |
Advertising and marketing | | | | | | | | | ( | | | |
Restructuring and other special charges, net | |
| | | | | | | | |
| |
Other expenses (3) | | | | | | | | | | | | |
Operating earnings (loss) | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
| (1) | Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $ |
| (2) | Includes compensation and facilities costs associated with the Company’s North America retail stores. |
| (3) | 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.
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Following is a reconciliation of operating earnings to earnings before income taxes:
| | | | | | | | | | | | |
|
| Thirteen Weeks Ended | | Thirty-Nine Weeks Ended | ||||||||
($ thousands) |
| November 1, 2025 |
| November 2, 2024 |
| November 1, 2025 |
| November 2, 2024 | ||||
Operating earnings | | $ | | | $ | | | $ | | | $ | |
Interest expense, net | |
| ( | |
| ( | |
| ( | |
| ( |
Other (expense) income, net | |
| ( | |
| | |
| | |
| |
Earnings before income taxes | | $ | | | $ | | | $ | | | $ | |
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Table of Contents
Note 8 Inventories
The Company’s net inventory balance was comprised of the following:
| | | | | | | | | |
($ thousands) |
| November 1, 2025 |
| November 2, 2024 | February 1, 2025 |
| |||
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) |
| November 1, 2025 |
| November 2, 2024 |
| February 1, 2025 | |||
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 November 1, 2025, November 2, 2024 and February 1, 2025 is presented net of accumulated impairment charges of $ |
| (2) | The carrying amount of goodwill as of November 1, 2025, November 2, 2024 and February 1, 2025 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 preliminary allocation of the purchase price resulted in trademark intangible assets of $
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The Company’s intangible assets as of November 1, 2025, November 2, 2024 and February 1, 2025 were as follows:
| | | | | | | | | | | | | | |
($ thousands) |
| November 1, 2025 | ||||||||||||
|
| Estimated Useful Lives |
| | |
| Accumulated |
| Accumulated |
| | | ||
| | (In Years) | | Cost Basis | | Amortization | | Impairment | | Net Carrying Value | ||||
Trade names |
| | $ | | | $ | | | $ | | | $ | | |
Trade names |
| Indefinite | |
| | |
| — | |
| | |
| |
Customer relationships |
|
|
| |
|
| |
|
| |
|
| | |
| | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | |
|
| November 2, 2024 | ||||||||||||
|
| Estimated Useful Lives |
| | |
| Accumulated |
| Accumulated |
| | | ||
| | (In Years) | | Cost Basis | | Amortization | | Impairment | | Net Carrying Value | ||||
Trade names |
| | $ | | | $ | | | $ | | | $ | | |
Trade names |
| Indefinite | |
| | |
| — | |
| | |
| |
Customer relationships |
|
|
| |
|
| |
|
| |
|
| | |
| | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | |
|
| February 1, 2025 | ||||||||||||
|
| 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, a manufacturing facility, and certain office locations, distribution centers and equipment. At contract inception, leases are evaluated and classified as either operating or finance leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments. 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 regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable. After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment
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at stores and the lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow method. The fair value of the lease right-of-use assets is determined utilizing projected cash flows for each store location, discounted using a risk-adjusted discount rate, subject to a market floor based on current market lease rates. During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company recorded asset impairment charges of $
During the thirty-nine weeks ended November 1, 2025, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $
The components of lease expense for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024 were as follows:
| | | | | | |
| | Thirteen Weeks Ended | ||||
($ thousands) | | November 1, 2025 |
| November 2, 2024 | ||
Operating lease expense |
| $ | |
| $ | |
Variable lease expense | |
| | |
| |
Short-term lease expense | |
| | |
| |
Total lease expense | | $ | | | $ | |
| | | | | | |
| | Thirty-Nine Weeks Ended | ||||
($ thousands) | | November 1, 2025 |
| November 2, 2024 | ||
Operating lease expense |
| $ | |
| $ | |
Variable lease expense | |
| | |
| |
Short-term lease expense | |
| | |
| |
Total lease expense | | $ | | | $ | |
During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company paid cash for lease liabilities of $
Note 11 Financing Arrangements
Credit Agreement
The Company maintains a revolving credit facility for working capital needs and strategic initiatives. The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC, Vionic International LLC and Blowfish, LLC are each co-borrowers and guarantors.
On June 27, 2025, the Company entered into a Seventh Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") which, among other modifications, increased the amount available under the revolving credit facility by $
Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base ("Loan Cap"), which is based on stated percentages of the sum of eligible accounts receivable, eligible inventory and eligible credit card receivables, as defined, less applicable reserves. Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral.
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Interest on borrowings is at variable rates based on the secured overnight financing rate (“SOFR”), or the prime rate (as defined in the Credit Agreement), plus a spread. The interest rate and fees for letters of credit vary based upon the level of excess availability under the Credit Agreement. There is an unused line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit.
The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, if excess availability falls below the greater of
The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect. If an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of November 1, 2025.
At November 1, 2025, the Company had $
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Note 12 Shareholders’ Equity
Accumulated Other Comprehensive Loss
The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended November 1, 2025 and November 2, 2024:
| | | | | | | | | |
|
| | |
| |
| | | |
| | | | | Pension and | | Accumulated | ||
| | Foreign | | Other | | Other | |||
| | Currency | | Postretirement | | Comprehensive | |||
($ thousands) | | Translation | | Transactions (1) | | (Loss) Income | |||
Balance at August 2, 2025 | | $ | ( | | $ | ( | | $ | ( |
Other comprehensive loss before reclassifications | | | ( | | | — | | | ( |
Reclassifications: | |
| | |
| | |
| |
Amounts reclassified from accumulated other comprehensive loss | | | — | | | | | | |
Tax benefit |
| | — |
| | ( |
| | ( |
Net reclassifications |
| | — |
| | |
| | |
Other comprehensive (loss) income |
| | ( |
| | |
| | |
Balance at November 1, 2025 | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | |
Balance at August 3, 2024 | | $ | | | $ | ( | | $ | ( |
Other comprehensive loss before reclassifications | |
| ( | |
| — | |
| ( |
Reclassifications: | |
|
| |
|
| |
|
|
Amounts reclassified from accumulated other comprehensive loss | |
| — | |
| | |
| |
Tax benefit | |
| — | |
| ( | |
| ( |
Net reclassifications | |
| — | |
| | |
| |
Other comprehensive (loss) income | |
| ( | |
| | |
| |
Balance at November 2, 2024 | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | |
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 November 1, 2025 | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | |
Balance at February 3, 2024 | | $ | ( | | $ | ( | | $ | ( |
Other comprehensive income before reclassifications | |
| | |
| — | |
| |
Reclassifications: | |
|
| |
| | |
|
|
Amounts reclassified from accumulated other comprehensive loss | |
| — | |
| | |
| |
Tax benefit | |
| — | |
| ( | |
| ( |
Net reclassifications | |
| — | |
| | |
| |
Other comprehensive income | |
| | |
| | |
| |
Balance at November 2, 2024 | | $ | | | $ | ( | | $ | ( |
| (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. |
Note 13 Share-Based Compensation
The Company recognized share-based compensation expense of $
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The Company had net issuances of
Restricted Stock
The following table summarizes restricted stock activity for the periods ended November 1, 2025 and November 2, 2024:
| | | | | | | | | | | | | |
| | Thirteen Weeks Ended | | | | | Thirteen Weeks Ended | ||||||
| | November 1, 2025 | | | | | November 2, 2024 | ||||||
| | | | | Weighted- | | | | | | | | Weighted- |
| | Total Number | | | Average | | | | | Total Number | | | Average |
| | of Restricted | | | Grant Date | | | | | of Restricted | | | Grant Date |
|
| Shares |
| | Fair Value |
|
| |
| Shares |
| | Fair Value |
Nonvested at August 2, 2025 | | | | $ | | | | Nonvested at August 3, 2024 | | | | $ | |
Granted | | | | | | | | Granted | | | | | |
Forfeited | | ( | | | | | | Forfeited | | ( | | | |
Vested |
| ( |
| | |
| | Vested |
| ( |
| | |
Nonvested at November 1, 2025 |
| | | $ | | | | Nonvested at November 2, 2024 |
| | | $ | |
| | | | | | | | | | | | | |
| | Thirty-Nine Weeks Ended | | | | | Thirty-Nine Weeks Ended | ||||||
| | November 1, 2025 | | | | | November 2, 2024 | ||||||
| | | | | Weighted- | | | | | | | | Weighted- |
| | Total Number | | | Average | | | | | Total Number | | | Average |
| | of Restricted | | | Grant Date | | | | | of Restricted | | | Grant Date |
|
| Shares |
| | Fair Value |
|
| |
| Shares |
| | Fair Value |
Nonvested at February 2, 2025 | | | | $ | | | | Nonvested at February 3, 2024 | | | | $ | |
Granted | | | | | | | | Granted | | | | | |
Forfeited | | ( | | | | | | Forfeited | | ( | | | |
Vested |
| ( |
| | |
| | Vested |
| ( |
| | |
Nonvested at November 1, 2025 |
| | | $ | | | | Nonvested at November 2, 2024 |
| | | $ | |
The Company granted
Performance Awards
The Company granted
During the thirty-nine weeks ended November 1, 2025, the Company granted long-term incentive awards payable in cash for the 2025-2027 performance period, with a target value of $
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of strategic initiatives over the cumulative period of the award. The estimated value of this award, which is reflected within other liabilities on the consolidated balance sheet as of November 1, 2025, is being accrued over the
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) | | November 1, 2025 |
| November 2, 2024 |
| November 1, 2025 |
| November 2, 2024 | ||||
Service cost | | $ | | | $ | | | $ | — | | $ | — |
Interest cost | |
| | |
| | |
| | |
| |
Expected return on assets | |
| ( | |
| ( | |
| — | |
| — |
Amortization of: | |
| | |
| | |
| | |
| |
Actuarial loss (gain) | |
| | |
| | |
| ( | |
| ( |
Prior service cost | |
| | |
| | |
| — | |
| — |
Total net periodic benefit expense (income) | | $ | | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
| | Pension Benefits |
| Other Postretirement Benefits | ||||||||
|
| Thirty-Nine Weeks Ended | | Thirty-Nine Weeks Ended | ||||||||
($ thousands) |
| November 1, 2025 |
| November 2, 2024 |
| November 1, 2025 |
| November 2, 2024 | ||||
Service cost | | $ | | | $ | | | $ | — | | $ | — |
Interest cost | |
| | |
| | |
| | |
| |
Expected return on assets | |
| ( | |
| ( | |
| — | |
| — |
Amortization of: | | | | |
| | |
| | |
| |
Actuarial loss (gain) | |
| | |
| | |
| ( | |
| ( |
Prior service cost | |
| | |
| | |
| — | |
| — |
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
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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
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
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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
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at November 1, 2025, November 2, 2024 and February 1, 2025. During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, there were
| | | | | | | | | | | | |
|
| Fair Value Measurements | ||||||||||
($ thousands) |
| Total |
| Level 1 |
| Level 2 |
| Level 3 | ||||
Asset (Liability) | | |
| | |
| | |
| | |
|
November 1, 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 | |
| ( | |
| ( | |
| | | | |
November 2, 2024: | | |
| | |
| | |
| | |
|
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 | |
| ( | |
| ( | |
| | | | |
February 1, 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 | |
| ( | |
| ( | |
| | | | |
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 $
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November 1, 2025 and November 2, 2024, respectively, were assessed for indicators of impairment. This assessment resulted in impairment charges for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores.
| | | | | | | | | | | | |
| | Thirteen Weeks Ended | | Thirty-Nine Weeks Ended | ||||||||
($ thousands) |
| November 1, 2025 |
| November 2, 2024 |
| November 1, 2025 |
| November 2, 2024 | ||||
Long-Lived Asset Impairment Charges: |
| |
|
| |
|
| |
|
| |
|
Famous Footwear | | $ | | | $ | | | $ | | | $ | |
Brand Portfolio | |
| | |
| | |
| | |
| |
Total long-lived asset impairment charges | | $ | | | $ | | | $ | | | $ | |
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 $
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
As of November 1, 2025,
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.
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Off-site groundwater concentrations have been reducing over time since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified work plan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the work plan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans 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 November 1, 2025 were $
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.
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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. Our mission is to inspire people to feel great...feet first. 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.
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 factors continued to impact consumer discretionary spending and our financial results during the third quarter of 2025. We continued to experience less consumer traffic in our Famous Footwear retail stores during the third quarter, resulting in lower net sales. 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. Following the executive orders on tariffs in early 2025, we acted quickly to adjust our country sourcing mix and took other actions to mitigate the tariff impact, such as negotiating price concessions with our factories and selectively raising prices. Despite these actions, we have been subject to tariffs ranging from 19% to 50% and price increases from our vendors. While we believe that the structural changes we have implemented in the last few years, as well as our diversified model and operational discipline, enable the Company to drive value in a variety of market conditions, changes in macro-level consumer spending trends and the impact of trade policy decisions may continue to adversely impact our financial results in the future. In the near-term, we are focused on the areas within our control, including optimizing our sourcing strategy. In addition, the expense reduction initiatives that began in the second quarter of 2025 are expected to decrease selling and administrative expenses by approximately $15 million on an annualized basis. We believe our focus on cost control and our commitment to execute our clearly defined strategic initiatives have positioned us for sustainable, long-term growth.
Liquidity
Our liquidity position remains strong, with $34.0 million in cash and cash equivalents and excess availability on our revolving credit agreement of $278.1 million as of November 1, 2025. During the third quarter of 2025, borrowings on our revolving credit agreement increased to $355.0 million, primarily driven by borrowings to fund the acquisition of Stuart Weitzman. Refer to Note 3 to the condensed consolidated financial statements for further discussion of the acquisition.
Financial Highlights
Highlights of our consolidated and segment results for the third quarter of 2025 and 2024 are as follows:
| | | | | | | | | | | |
| | Thirteen Weeks Ended | | | | | | ||||
($ millions, except per share amounts) | | November 1, 2025 |
| November 2, 2024 | | Change (1) | |||||
Consolidated net sales | | $790.1 | | | $740.9 | | | $49.2 | | 6.6 | % |
Famous Footwear segment net sales | | $418.8 | | | $428.3 | | | ($9.5) | | (2.2) | % |
Famous Footwear comparable sales % change | | (1.2) | % | | 2.5 | % | | n/m | | n/m | |
Brand Portfolio segment net sales | | $383.7 | | | $322.9 | | | $60.8 | | 18.8 | % |
Gross profit | | $329.9 | | | $327.0 | | | $2.9 | | 0.9 | % |
Gross margin | | 41.8 | % | | 44.1 | % | | n/m | | n/m | |
Operating earnings | | $12.0 | | | $56.7 | | | ($44.7) | | (78.9) | % |
Diluted earnings per share | | $0.07 | | | $1.19 | | | ($1.12) | | (94.1) | % |
| (1) | n/m – not meaningful |
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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.
RESULTS OF OPERATIONS
Following are the consolidated results and the results by segment:
CONSOLIDATED RESULTS
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| Thirteen Weeks Ended | | | Thirty-Nine Weeks Ended |
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| November 1, 2025 |
| November 2, 2024 |
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| November 1, 2025 |
| November 2, 2024 |
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| | | | | % of | | | | | % of | | | | | | % of | | | | | % of | | |
($ millions) |
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| |
| Net Sales |
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| |
| Net Sales |
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| |
| Net Sales |
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| |
| Net Sales |
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|
Net sales | | $ | 790.1 |
| 100.0 | % | $ | 740.9 |
| 100.0 | % | | $ | 2,062.8 |
| 100.0 | % | $ | 2,083.5 |
| 100.0 | % | |
Cost of goods sold | |
| 460.1 |
| 58.2 | % |
| 413.9 |
| 55.9 | % | |
| 1,168.4 |
| 56.6 | % |
| 1,136.6 |
| 54.5 | % | |
Gross profit | |
| 329.9 |
| 41.8 | % |
| 327.0 |
| 44.1 | % | |
| 894.4 |
| 43.4 | % |
| 946.9 |
| 45.5 | % | |
Selling and administrative expenses | |
| 311.2 |
| 39.4 | % |
| 268.7 |
| 36.2 | % | |
| 847.5 |
| 41.1 | % |
| 803.3 |
| 38.6 | % | |
Restructuring and other special charges, net | |
| 6.7 |
| 0.9 | % |
| 1.6 |
| 0.2 | % | |
| 14.1 |
| 0.7 | % |
| 1.6 |
| 0.1 | % | |
Operating earnings | |
| 12.0 |
| 1.5 | % |
| 56.7 |
| 7.7 | % | |
| 32.8 |
| 1.6 | % |
| 142.0 |
| 6.8 | % | |
Interest expense, net | |
| (5.5) |
| (0.7) | % |
| (2.9) |
| (0.4) | % | |
| (13.8) | | (0.7) | % |
| (10.0) |
| (0.5) | % | |
Other (expense) income, net | |
| (0.3) |
| (0.0) | % |
| 0.0 |
| 0.0 | % | |
| 1.4 | | 0.1 | % |
| 2.2 |
| 0.1 | % | |
Earnings before income taxes | |
| 6.2 |
| 0.8 | % |
| 53.8 |
| 7.3 | % | |
| 20.4 |
| 1.0 | % |
| 134.2 |
| 6.4 | % | |
Income tax provision | |
| (4.7) |
| 0.6 | % |
| (12.7) |
| (1.7) | % | |
| (6.0) |
| 0.3 | % |
| (32.0) |
| (1.5) | % | |
Net earnings | |
| 1.4 |
| 0.2 | % |
| 41.1 | | 5.6 | % | |
| 14.4 |
| 0.7 | % |
| 102.2 | | 4.9 | % | |
Net loss attributable to noncontrolling interests | |
| (1.0) |
| (0.1) | % |
| (0.3) |
| 0.0 | % | |
| (1.6) |
| (0.1) | % |
| (0.1) |
| (0.0) | % | |
Net earnings attributable to Caleres, Inc. | | $ | 2.4 |
| 0.3 | % | $ | 41.4 |
| 5.6 | % | | $ | 16.0 |
| 0.8 | % | $ | 102.3 |
| 4.9 | % | |
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Net Sales
Net sales increased $49.2 million, or 6.6%, to $790.1 million for the third quarter of 2025, compared to $740.9 million for the third quarter of 2024. Net sales of our Brand Portfolio segment increased $60.8 million, or 18.8%, reflecting the impact of our Stuart Weitzman acquisition on August 4, 2025, which contributed net sales of $45.8 million, and organic growth in our owned e-commerce and wholesale businesses. We saw strength in premium brands and declines in our more value-oriented brands. Net sales in our Famous Footwear segment decreased $9.5 million, or 2.2%, and comparable sales declined 1.2%, reflecting less traffic. Our direct-to-consumer sales represented approximately 71% of consolidated net sales for the third quarter of 2025, compared to 72% for the third quarter of 2024. 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 decreased $20.7 million, or 1.0%, to $2,062.8 million for the nine months ended November 1, 2025, compared to $2,083.5 million for the nine months ended November 2, 2024. Net sales for our Famous Footwear segment decreased $52.1 million, or 4.3% during the first nine months of 2025, compared to the first nine months of 2024 and comparable sales declined 3.0%. Net sales for our Brand Portfolio segment increased $29.1 million, primarily reflecting the impact of our Stuart Weitzman acquisition, which contributed net sales of $45.8 million. On a consolidated basis, our direct-to-consumer sales were 72% of total net sales for the nine months ended November 1, 2025, consistent with the nine months ended November 2, 2024.
Gross Profit
Gross profit increased $2.9 million, or 0.9%, to $329.9 million for the third quarter of 2025, compared to $327.0 million for the third quarter of 2024. As a percentage of net sales, gross profit decreased to 41.8% for the third quarter of 2025, compared to 44.1% for the third quarter of 2024, driven by lower merchandise margins associated with the impact of tariffs, higher inventory markdowns and higher sales of lower margin product. In addition, the Brand Portfolio segment recognized $7.7 million in incremental cost of goods sold related to the fair value step-up adjustment on the acquired Stuart Weitzman inventory in the third quarter of 2025.
Gross profit decreased $52.5 million, or 5.5%, to $894.4 million for the nine months ended November 1, 2025, compared to $946.9 million for the nine months ended November 2, 2024. As a percentage of net sales, gross profit decreased to 43.4% for the nine months ended November 1, 2025, compared to 45.5% for the nine months ended November 2, 2024, driven by lower merchandise margins associated with the impact of tariffs, higher inventory markdowns, incremental cost of goods sold of $7.7 million for the Stuart Weitzman fair value inventory step-up adjustment required for purchase accounting and incremental costs associated with canceling and moving inventory out of China after the tariff escalation in April.
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 $42.5 million, or 15.9%, to $311.2 million for the third quarter of 2025, compared to $268.7 million for the third quarter of 2024. The increase was driven by expenses associated with the Stuart Weitzman brand acquired in the third quarter of 2025, as well as higher expenses associated with our cash and share-based incentive compensation programs. As a percentage of net sales, selling and administrative expenses increased to 39.4% for the third quarter of 2025, from 36.2% for the third quarter of 2024.
Selling and administrative expenses increased $44.2 million, or 5.5%, to $847.5 million for the nine months ended November 1, 2025, compared to $803.3 million for the nine months ended November 2, 2024. The increase was primarily due to expenses associated with our acquired Stuart Weitzman brand. We also experienced higher expenses associated with growth in our international business, higher facility costs, reflecting higher depreciation associated with the investment in Famous Footwear store renovations and upgrades to the FLAIR concept and higher store rent expense as leases are renewed and a higher provision for expected credit losses. These increases were partially offset by lower advertising and marketing expenses and lower expenses for our cash and share-based incentive compensation plans. As a percentage of net sales, selling and administrative expenses increased to 41.1% for the nine months ended November 1, 2025, from 38.6% for the nine months ended November 2, 2024.
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Restructuring and Other Special Charges, Net
Restructuring and other special charges of $6.7 million and $14.1 million for the third quarter and nine months ended November 1, 2025, respectively, were for legal, information technology and other related costs associated with the acquisition and integration of Stuart Weitzman, which closed on August 4, 2025, and severance and other related costs associated with our expense reduction initiatives. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges. We incurred restructuring costs of $1.6 million for the third quarter and nine months ended November 2, 2024, primarily for severance.
Operating Earnings
Operating earnings decreased $44.7 million to $12.0 million for the third quarter of 2025, compared to $56.7 million for the third quarter of 2024, reflecting the factors described above. As a percentage of net sales, operating earnings were 1.5% for the third quarter of 2025, compared to 7.7% for the third quarter of 2024.
Operating earnings decreased $109.2 million to $32.8 million for the nine months ended November 1, 2025, compared to $142.0 million for the nine months ended November 2, 2024, primarily reflecting lower net sales and gross profit. As a percentage of net sales, operating earnings were 1.6% for the nine months ended November 1, 2025, compared to 6.8% for the nine months ended November 2, 2024.
Interest Expense, Net
Interest expense, net increased $2.6 million, or 88.5%, to $5.5 million for the third quarter of 2025, compared to $2.9 million for the third quarter of 2024, reflecting higher average borrowings on our revolving credit facility. Interest expense, net increased $3.8 million, or 37.5%, to $13.8 million for the nine months ended November 1, 2025, compared to $10.0 million for the nine months ended November 2, 2024. As discussed above, we used the revolving credit facility to fund the acquisition of Stuart Weitzman that closed on August 4, 2025. We anticipate that the higher borrowings will result in higher interest expense for the remainder of 2025 and into fiscal 2026.
Other (Expense) Income, Net
Other expense, net was $0.3 million for the third quarter of 2025, compared to an immaterial amount for the third quarter of 2024. Other income decreased $0.8 million to $1.4 million for the nine months ended November 1, 2025, compared to $2.2 million for the nine months ended November 2, 2024, primarily reflecting lower income generated from our pension plan assets in the third quarter and nine months ended November 1, 2025. 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 76.7% and 23.6% for the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively. For the thirty-nine weeks ended November 1, 2025 and November 2, 2024, our consolidated effective tax rates were 29.3% and 23.8%, respectively. The higher effective tax rates for the thirteen and thirty-nine weeks ended November 1, 2025 were primarily driven by the year-to-date pre-tax book income mix, including the financial results of Stuart Weitzman following the acquisition on August 4, 2025. The effective tax rate for the thirty-nine weeks ended November 1, 2025 was also impacted by discrete tax benefits of $2.5 million associated with the resolution of the remaining transition tax for the mandatory deemed repatriation of cumulative foreign earnings. For the thirty-nine weeks ended November 2, 2024, we recorded discrete tax benefits of approximately $1.1 million related to share-based compensation.
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. The United States has not yet enacted legislation implementing Pillar Two. 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.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB Act”) was enacted into law. The OBBB Act includes a broad range of tax reform provisions, including allowing accelerated tax deductions for qualified property and immediate deduction of domestic research and development costs. The OBBB Act also modifies some of the international tax rules. We are in the process of evaluating the impact of the OBBB Act on our consolidated financial statements, but the provisions are not expected to have a material impact on the Company’s income tax provision.
Net Earnings Attributable to Caleres, Inc.
Net earnings attributable to Caleres, Inc. was $2.4 million and $16.0 million for the third quarter and nine months ended November 1, 2025, respectively, compared to $41.4 million and $102.3 million for the third quarter and nine months ended November 2, 2024, as a result of the factors described above.
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FAMOUS FOOTWEAR
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Thirteen Weeks Ended | | | Thirty-Nine Weeks Ended | | | ||||||||||||||||||
| | November 1, 2025 |
| | November 2, 2024 |
|
| November 1, 2025 |
| | November 2, 2024 | | | ||||||||||||
| | | | | % of | | | | | | % of | | | | | | % of | | | | | | % of | | |
($ millions, except sales per square foot) |
| | |
| Net Sales |
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| Net Sales |
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| | |
| Net Sales |
| | | |
| Net Sales |
|
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Net sales | | $ | 418.8 | | 100.0 | % | | $ | 428.3 | | 100.0 | % | | $ | 1,146.0 | | 100.0 | % | | $ | 1,198.1 | | 100.0 | % | |
Cost of goods sold | | | 244.4 | | 58.4 | % | | | 244.5 | | 57.1 | % | | | 648.6 | | 56.6 | % | | | 663.9 | | 55.4 | % | |
Gross profit | | | 174.3 | | 41.6 | % | | $ | 183.8 | | 42.9 | % | | | 497.4 | | 43.4 | % | | $ | 534.2 | | 44.6 | % | |
Selling and administrative expenses | | | 153.4 | | 36.6 | % | | | 154.0 | | 36.0 | % | | | 453.0 | | 39.5 | % | | | 453.2 | | 37.9 | % | |
Restructuring and other special charges, net | | | 0.2 | | 0.0 | % | | | 0.2 | | — | % | | | 0.3 | | 0.0 | % | | | 0.2 | | — | % | |
Operating earnings | | $ | 20.7 | | 5.0 | % | | $ | 29.6 | | 6.9 | % | | $ | 44.1 | | 3.9 | % | | $ | 80.8 | | 6.7 | % | |
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Key Metrics | | |
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Comparable sales % change | | | (1.2) | % |
| | | | 2.5 | % |
| | | | (3.0) | % |
| | | | (0.9) | % |
| | |
Comparable sales $ change | | $ | (5.0) | |
| | | $ | 10.3 | |
| | | $ | (34.4) | |
| | | $ | (10.2) | |
| | |
Sales change from new and closed stores, net | | $ | (4.5) | |
| | | $ | (31.7) | |
| | | $ | (17.3) | |
| | | $ | (4.5) | |
| | |
Impact of changes in Canadian exchange rate on sales | | $ | — | |
| | | $ | (0.1) | |
| | | $ | (0.3) | |
| | | $ | (0.4) | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Sales per square foot, excluding e-commerce (thirteen and thirty-nine weeks ended) | | $ | 64 | |
| | | $ | 65 | |
| | | $ | 178 | |
| | | $ | 185 | |
| | |
Sales per square foot, excluding e-commerce (trailing twelve months) | | $ | 231 | |
| | | $ | 244 | |
| | | $ | 231 | |
| | | $ | 244 | |
| | |
Square footage (thousand sq. ft.) | |
| 5,417 | |
| | | | 5,592 | |
| | |
| 5,417 | |
| | | | 5,592 | |
| | |
| |
| | |
| | | |
| |
| | |
|
| |
| | | | | |
| | |
Stores opened | |
| — | |
| | | | 6 | |
| | |
| 2 | |
| | | | 12 | |
| | |
Stores closed | |
| 7 | |
| | | | 10 | |
| | |
| 25 | |
| | | | 21 | |
| | |
Ending stores | |
| 823 | |
| | | | 851 | |
| | |
| 823 | |
| | | | 851 | |
| | |
Net Sales
Net sales of $418.8 million in the third quarter of 2025 decreased $9.5 million, or 2.2%, compared to the third quarter of 2024. While comparable sales decreased 1.2% for the third quarter of 2025 driven by a decline in consumer traffic, Famous Footwear has experienced sequential sales improvement throughout the year. We experienced strong growth in e-commerce sales and an increase in e-commerce penetration to 16% of net sales in the third quarter of 2025, from 14% in the third quarter of 2024.
We closed seven stores during the third quarter of 2025, resulting in 823 stores and total square footage of 5.4 million at the end of the quarter, compared to 851 stores and total square footage of 5.6 million at the end of the third quarter of 2024. Sales to members of our customer loyalty program, Famously You Rewards, continue to account for a majority of the segment’s sales, with approximately 75% of our net sales made to program members in the third quarter of 2025, compared to 74% in the third quarter of 2024.
Net sales of $1,146.0 million in the nine months ended November 1, 2025 decreased $52.1 million, or 4.3%, compared to the nine months ended November 2, 2024. Comparable sales declined 3.0% in the nine months ended November 1, 2025, driven by a decline in traffic. Athletics continues to be our top-selling category. We remain focused on 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 for the nine months ended November 1, 2025. In mid-July, we launched the Jordan brand, both online and in our retail stores. Jordan quickly rose to one of Famous Footwear’s top brands. During the first nine months of 2025, we opened two stores and closed 25 stores, and operated 56 FLAIR stores as of November 1, 2025. We have experienced sales growth in stores converted to the FLAIR concept, and we will continue to evaluate stores for FLAIR conversion to drive sales growth.
Gross Profit
Gross profit decreased $9.5 million, or 5.2%, to $174.3 million for the third quarter of 2025, compared to $183.8 million for the third quarter of 2024. As a percentage of net sales, our gross profit decreased to 41.6% for the third quarter of 2025, from 42.9% for the third quarter of 2024, reflecting higher sales volume of lower margin product, higher levels of promotional activity during the quarter and additional LIFO and other reserves.
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Gross profit decreased $36.8 million, or 6.9%, to $497.5 million for the nine months ended November 1, 2025, compared to $534.2 million for the nine months ended November 2, 2024. As a percentage of net sales, our gross profit decreased to 43.4% for the nine months ended November 1, 2025, compared to 44.6% for the nine months ended November 2, 2024, driven by higher levels of promotional activity and higher freight costs.
Selling and Administrative Expenses
Selling and administrative expenses decreased $0.6 million, or 0.4%, to $153.4 million for the third quarter of 2025, compared to $154.0 million for the third quarter of 2024. The decrease was primarily driven by lower warehouse and distribution costs due to lower volume as well as lower salaries expense, partially offset by higher retail facilities costs, including depreciation expense associated with the investments in the FLAIR store concept. During the third quarter of 2025, we converted one store to the new FLAIR concept, ending the quarter with a total of 56 FLAIR stores. These stores continue to outperform our traditionally designed retail stores. As a percentage of net sales, selling and administrative expenses increased to 36.6% for the third quarter of 2025, compared to 36.0% for the third quarter of 2024.
Selling and administrative expenses decreased $0.2 million, or 0.1%, to $453.0 million for the nine months ended November 1, 2025, compared to $453.2 million for the nine months ended November 2, 2024. As a percentage of net sales, selling and administrative expenses increased to 39.5% for the nine months ended November 1, 2025, compared to 37.9% for the nine months ended November 2, 2024, reflecting deleveraging of expenses over lower net sales.
Restructuring and Other Special Charges, Net
Restructuring and other special charges of $0.2 million and $0.3 million for the three and nine months ended November 1, 2025, respectively, were associated with our expense reduction initiatives, primarily severance. Restructuring costs of $0.2 million were incurred, primarily for severance, during the three and nine months ended November 2, 2024. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges.
Operating Earnings
Operating earnings decreased $8.8 million to $20.7 million for the third quarter of 2025, compared to $29.6 million for the third quarter of 2024, primarily reflecting the factors described above. As a percentage of net sales, operating earnings declined to 5.0% for the third quarter of 2025, compared to 6.9% for the third quarter of 2024.
Operating earnings decreased $36.6 million to $44.2 million for the nine months ended November 1, 2025, compared to $80.8 million for the nine months ended November 2, 2024. As a percentage of net sales, operating earnings were 3.9% for the nine months ended November 1, 2025, compared to 6.7% for the nine months ended November 2, 2024.
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BRAND PORTFOLIO
| | | | | | | | | | | | | | | | | | | | | | | | |
| Thirteen Weeks Ended | | | Thirty-Nine Weeks Ended | | | ||||||||||||||||||
| November 1, 2025 |
| | November 2, 2024 |
|
| November 1, 2025 |
| | November 2, 2024 | | | ||||||||||||
| | | | % of | | | |
| | % of | | | | | | % of | | | |
| | % of | | |
($ millions) | | |
| Net Sales |
| | |
|
| Net Sales |
|
| | |
| Net Sales |
| | |
|
| Net Sales |
|
|
Net sales | $ | 383.7 | | 100.0 | % | | $ | 322.9 | | 100.0 | % | | $ | 954.7 | | 100.0 | % | | $ | 925.6 | | 100.0 | % | |
Cost of goods sold | | 229.0 | | 59.7 | % | | | 181.3 | | 56.2 | % | | | 559.6 | | 58.6 | % | | | 514.3 | | 55.6 | % | |
Gross profit | | 154.7 | | 40.3 | % | | | 141.6 | | 43.8 | % | | | 395.1 | | 41.4 | % | | | 411.3 | | 44.4 | % | |
Selling and administrative expenses | | 142.4 | | 37.1 | % | | | 106.4 | | 33.0 | % | | | 356.9 | | 37.4 | % | | | 311.1 | | 33.6 | % | |
Restructuring and other special charges, net | | 1.2 | | 0.3 | % | | | 1.1 | | 0.3 | % | | | 3.0 | | 0.3 | % | | | 1.1 | | 0.1 | % | |
Operating earnings | $ | 11.1 | | 2.9 | % | | $ | 34.1 | | 10.5 | % | | $ | 35.2 | | 3.7 | % | | $ | 99.1 | | 10.7 | % | |
| |
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| | | |
| | | | | |
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| | |
Key Metrics | |
| |
| | | |
| |
| | | |
| |
| | | |
| |
| | |
Direct-to-consumer (% of net sales) (1) | | 37 | % |
| | | | 34 | % |
| | | | 36 | % |
| | | | 33 | % |
| | |
Change in wholesale net sales ($) | $ | 5.8 | |
| | | $ | 1.1 | |
| | | $ | (23.4) | |
| | | $ | (26.1) | |
| | |
Change in retail net sales ($) | $ | 9.2 | |
| | | $ | 1.0 | |
| | | $ | 6.7 | |
| | | $ | 4.5 | |
| | |
Sales change from acquired Stuart Weitzman business | $ | 45.8 | | | | | $ | — | | | | | $ | 45.8 | | | | | $ | — | | | | |
Unfilled order position at end of period | $ | 300.4 | |
| | | $ | 246.6 | |
| | | | | |
| | | | | |
| | |
| |
| |
| | | | | |
| | | | | |
| | | |
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| | |
Company-Operated Stores: | | | | | | | | | | | | | | | | | | | | | | | | |
North America | | | | | | | | | | | | | | | | | | | | | | | | |
Stores opened (2) | | 25 | |
| | | | 1 | |
| | | | 30 | |
| | | | 4 | |
| | |
Stores closed | | — | |
| | | | — | |
| | | | 2 | |
| | | | 4 | |
| | |
Ending stores - North America | | 88 | | | | | | 62 | | | | | | 88 | | | | | | 62 | | | | |
East Asia | | | | | | | | | | | | | | | | | | | | | | | | |
Ending stores - East Asia (2) | | 109 | | | | | | 49 | | | | | | 109 | | | | | | 49 | | | | |
Total Company-Operated Stores | | 197 | | | | | | 111 | | | | | | 197 | | | | | | 111 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
International franchise locations | | 150 | | | | | | 113 | | | | | | 150 | | | | | | 113 | | | | |
Total | | 347 | |
| | | | 224 | |
| | | | 347 | |
| | | | 224 | |
| | |
| (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) | Includes the 25 North America and 53 East Asia retail stores acquired from Stuart Weitzman. |
Net Sales
Net sales of $393.7 million in the third quarter of 2025 increased $60.8 million, or 18.8%, compared to the third quarter of 2024. The increase primarily reflects the acquisition of Stuart Weitzman on August 4, 2025, which contributed net sales of $45.8 million in the third quarter of 2025. We experienced strong growth in our company-owned e-commerce business, which increased approximately 14% during the third quarter of 2025, and organic growth in our wholesale business. We saw strength in premium brands and declines in our more value-oriented brands. Our direct-to-consumer sales represented approximately 37% of net sales for the third quarter of 2025, compared to 34% for the third quarter of 2024. During the third quarter of 2025, we did not open or close any stores in North America. We acquired 25 retail stores located in North America from Stuart Weitzman, resulting in a total of 88 stores at November 1, 2025, compared to 62 stores at November 2, 2024. We remain focused on international growth and continued to expand our international presence during the third quarter of 2025. There were 109 stores in East Asia at November 1, 2025, including 53 acquired from Stuart Weitzman, compared to 49 stores at November 2, 2024. There were also 150 international branded stores owned and operated by third parties through franchise agreements at November 1, 2025, compared to 113 international branded stores at August 3, 2024.
Net sales increased $29.1 million, or 3.1%, to $954.7 million for the nine months ended November 1, 2025, compared to $925.6 million for the nine months ended November 2, 2024, reflecting softer demand associated with the challenging macroeconomic environment and competitive retail landscape, partially offset by the $45.8 million net sales contribution from our recently acquired Stuart Weitzman brand.
Our unfilled order position for our wholesale sales increased $53.8 million, or 21.8%, to $300.4 million at November 1, 2025, compared to $246.6 million at November 2, 2024, primarily reflecting the unfilled order position for the Stuart Weitzman brand.
Gross Profit
Gross profit increased $13.1 million, or 9.3%, to $154.7 million for the third quarter of 2025, compared to $141.6 million for the third quarter of 2024, driven by net sales growth, partially offset by the incremental cost of goods sold related to the fair value step-up adjustment on the
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acquired Stuart Weitzman inventory. As a percentage of net sales, our gross profit decreased to 40.3% for the third quarter of 2025, compared to 43.8% for the third quarter of 2024. The decrease was driven by the incremental cost of goods sold related to purchase accounting inventory adjustments, continued impact of tariffs and higher inventory markdowns, due in part to the addition of the Stuart Weitzman brand.
Gross profit decreased $16.2 million, or 3.9%, to $395.1 million for the nine months ended November 1, 2025, compared to $411.3 million for the nine months ended November 2, 2024. As a percentage of net sales, our gross profit decreased to 41.4% for the nine months ended November 1, 2025, compared to 44.4% for the nine months ended November 2, 2024. The decrease was driven by the same factors described above, as well as incremental costs associated with canceling factory orders and moving inventory out of China.
Selling and Administrative Expenses
Selling and administrative expenses increased $36.0 million, or 33.8%, to $142.4 million for the third quarter of 2025, compared to $106.4 million for the third quarter of 2024 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 37.1% for the third quarter of 2025, compared to 33.0% for the third quarter of 2024.
Selling and administrative expenses increased $45.8 million, or 14.7%, to $356.0 million for the nine months ended November 1, 2025, compared to $311.1 million for the nine months ended November 2, 2024. The increase primarily reflects our acquired Stuart Weitzman brand in the third quarter of 2025, growth in our international business, a higher provision for expected credit losses and higher salary and benefits expense. As a percentage of net sales, selling and administrative expenses increased to 37.4% for the nine months ended November 1, 2025, compared to 33.6% for the nine months ended November 2, 2024.
Restructuring and Other Special Charges, Net
Restructuring and other special charges of $1.2 million and $3.0 million for the three and nine months ended November 1, 2025 were primarily associated severance for our expense reduction initiatives. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges. Restructuring costs of $1.1 million were incurred primarily for severance during the three and nine months ended November 2, 2024.
Operating Earnings
Operating earnings decreased to $11.1 million for the third quarter of 2025, from $34.1 million for the third quarter of 2024, as a result of the factors described above. As a percentage of net sales, operating earnings were 2.9% for the third quarter of 2025, compared to 10.5% for the third quarter of 2024.
Operating earnings decreased to $35.2 million for the nine months ended November 1, 2025, compared to $99.1 million for the nine months ended November 2, 2024, as a result of the factors described above. As a percentage of net sales, operating earnings were 3.7% for the nine months ended November 1, 2025, compared to 10.7% in the nine months ended November 2, 2024.
ELIMINATIONS AND OTHER
| | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| Thirteen Weeks Ended | | | Thirty-Nine Weeks Ended | | ||||||||||||||||||||||||||||||||||||||
| November 1, 2025 |
| | November 2, 2024 |
|
| November 1, 2025 |
| | November 2, 2024 | | ||||||||||||||||||||||||||||||||
| | | | % of | | | | | % of | | | | | % of | | | | | % of | ||||||||||||||||||||||||
($ millions) | | |
| Net Sales | | | |
| Net Sales |
| | |
| Net Sales | | | |
| Net Sales | ||||||||||||||||||||||||
Net sales | $ | (12.4) | | 100.0 | % | | $ | (10.3) | | 100.0 | % | | $ | (38.0) | | 100.0 | % | | $ | (40.3) | | 100.0 | % | ||||||||||||||||||||
Cost of goods sold | | (13.3) | | 107.4 | % | | | (11.8) | | 115.4 | % | | | (39.9) | | 105.0 | % | | | (41.8) | | 103.8 | % | ||||||||||||||||||||
Gross profit | | 0.9 | | (7.4) | % | | | 1.5 | | (15.4) | % | | | 1.9 | | (5.0) | % | | | 1.5 | | (3.8) | % | ||||||||||||||||||||
Selling and administrative expenses | | 15.4 | | (124.2) | % | | | 8.1 | | (79.6) | % | | | 37.7 | | (99.1) | % | | | 39.1 | | (97.1) | % | ||||||||||||||||||||
Restructuring and other special charges, net | | 5.4 | | (43.3) | % | | | 0.3 | | (3.0) | % | | | 10.8 | | (28.6) | % | | | 0.3 | | (0.8) | % | ||||||||||||||||||||
Operating loss | $ | (19.9) | | 160.1 | % | | $ | (6.9) | | 67.2 | % | | $ | (46.6) | | 122.7 | % | | $ | (37.9) | | 94.1 | % | ||||||||||||||||||||
The Eliminations and Other category includes the elimination of intersegment sales and profit, unallocated corporate administrative expenses, and other costs and recoveries.
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The net sales elimination of $12.4 million for the third quarter of 2025 is $2.1 million, or 25.8%, higher than the third quarter of 2024, reflecting an increase in product sold from our Brand Portfolio segment to Famous Footwear. The net sales elimination of $38.0 million for the nine months ended November 1, 2025 is $2.3 million, or 5.8%, lower than the nine months ended November 2, 2024, reflecting a decrease in product sold from our Brand Portfolio segment to Famous Footwear.
Selling and administrative expenses increased $7.3 million, to $15.4 million in the third quarter of 2025, compared to $8.1 million for the third quarter of 2024, primarily reflecting higher expenses related to our cash-based incentive compensation and higher medical costs, partially offset by lower share-based incentive compensation expenses. Selling and administrative expenses decreased $1.4 million, to $37.7 million for the nine months ended November 1, 2025, compared to $39.1 million for the nine months ended November 2, 2024 reflecting lower expenses for cash and share-based incentive compensation.
Restructuring and other special charges of $5.4 million and $10.8 million for the three and nine months ended November 1, 2025, respectively, were for legal, information technology and other related costs associated with the acquisition of Stuart Weitzman that closed on August 4, 2025 as well as severance and other costs associated with our expense reduction initiatives. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges. Restructuring and other special charges of $0.3 million for the three and nine months ended November 2, 2024 were incurred primarily for severance at our corporate headquarters.
LIQUIDITY AND CAPITAL RESOURCES
Borrowings
As further discussed in Note 11 to the condensed consolidated financial statements, the Company maintains 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 $355.0 million at November 1, 2025 increased $116.5 million, from $238.5 million at November 2, 2024, and $135.5 million, from $219.5 million at February 1, 2025. On August 4, 2025, we completed the acquisition of Stuart Weitzman, as further discussed in Note 3 to the condensed consolidated financial statements. The increase in borrowings at November 1, 2025 reflects borrowings to fund the acquisition. Net interest expense for the third quarter of 2025 increased $2.6 million to $5.5 million, compared to $2.9 million for the third quarter of 2024, reflecting higher average borrowings on our revolving credit facility.
At November 1, 2025, we had $355.0 million in borrowings and $8.5 million in letters of credit outstanding under the Credit Agreement. Total borrowing availability was $278.1 million at November 1, 2025. We were in compliance with all covenants and restrictions under the Credit Agreement as of November 1, 2025.
Working Capital and Cash Flow
| | | | | | | | | |
| | Thirty-Nine Weeks Ended | |||||||
| | | | | | | | | |
($ millions) |
| November 1, 2025 |
| November 2, 2024 |
| Change | |||
Net cash provided by operating activities | | $ | 40.5 | | $ | 75.8 | | $ | (35.3) |
Net cash used for investing activities | | | (155.7) | | | (40.3) | | | (115.4) |
Net cash provided by (used for) financing activities | | | 119.5 | | | (23.2) | | | 142.7 |
Effect of exchange rate changes on cash and cash equivalents | | | 0.0 | | | 0.0 | | | 0.0 |
Increase in cash and cash equivalents | | $ | 4.3 | | $ | 12.3 | | $ | (8.0) |
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Reasons for the major variances in cash provided in the table above are as follows:
Cash provided by operating activities was $35.3 million lower in the thirty-nine weeks ended November 1, 2025 as compared to the thirty-nine weeks ended November 2, 2024, primarily reflecting the following factors:
| ● | Lower net earnings in the thirty-nine weeks ended November 1, 2025, compared to the thirty-nine weeks ended November 2, 2024, |
| ● | A decrease in trade accounts payable during the thirty-nine weeks ended November 1, 2025, compared to an increase in the thirty-nine weeks ended November 2, 2024, partially offset by |
| ● | An increase in accrued expenses and other liabilities during the thirty-nine weeks ended November 1, 2025, compared to a decrease in the thirty-nine weeks ended November 2, 2024, and |
| ● | A smaller increase in receivables during the thirty-nine weeks ended November 1, 2025, compared to the thirty-nine weeks ended November 2, 2024. |
Cash used for investing activities was $115.4 million higher for the thirty-nine weeks ended November 1, 2025 as compared to the thirty-nine weeks ended November 2, 2024, reflecting the acquisition of Stuart Weitzman at the beginning of the third quarter of 2025 and higher capital expenditures, due in part to the Famous Footwear store remodels to the new FLAIR concept. We had 56 FLAIR stores as of November 1, 2025 and expect to add one more FLAIR store in 2025.
Cash provided by financing activities was $119.5 million for the thirty-nine weeks ended November 1, 2025 as compared to cash used for financing activities of $23.2 million for the thirty-nine weeks ended November 2, 2024, primarily due to net borrowings on our revolving credit agreement of $135.5 million in the thirty-nine weeks ended November 1, 2025, compared to net repayments of $56.5 million in the comparable period in 2024. The increase in borrowings during the thirty-nine weeks ended November 1, 2025 reflects the use of the revolving credit agreement to fund the Stuart Weitzman acquisition on August 4, 2025.
A summary of key financial data and ratios at the dates indicated is as follows:
| | | | | | | | | | |
| November 1, 2025 |
| November 2, 2024 | |
| February 1, 2025 |
| |||
Working capital ($ millions) (1) | $ | 56.7 | | $ | 63.9 | | | $ | 78.6 | |
Current ratio (2) | | 1.06:1 | | | 1.08:1 | | | | 1.10:1 | |
Debt-to-capital ratio (3) | | 36.2 | % | | 28.2 | % | | | 26.6 | % |
| (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 November 1, 2025 was $56.7 million, which was a decrease of $7.2 million from November 2, 2024 and a $21.9 million decrease from February 1, 2025. The decrease in working capital from November 2, 2024 primarily reflects higher borrowings under our revolving credit agreement, partially offset by higher inventory, higher receivables and lower trade accounts payable. The revolver was used to fund the acquisition of Stuart Weitzman, as further described in Note 3 to the condensed consolidated financial statements. The decrease in working capital from February 1, 2025 primarily reflects higher borrowings under our revolving credit agreement and accrued expenses, partially offset by higher inventory and lower trade accounts payable. Our current ratio was 1.06:1 as of November 1, 2025, compared to 1.08:1 at November 2, 2024 and 1.10:1 at February 1, 2025. Our debt-to-capital ratio was 36.2% as of November 1, 2025, compared to 28.2% as of November 2, 2024 and 26.6% at February 1, 2025. The higher debt-to-capital ratio as of November 1, 2025 reflects the increase in borrowings under our revolving credit agreement as a result of the Stuart Weitzman acquisition.
We declared and paid dividends of $0.07 per share in the third quarter of both 2025 and 2024. 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.
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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 February 1, 2025.
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) cybersecurity threats or other major disruption to the company’s information technology systems including those related to our ERP upgrade; (x) transitional challenges with acquisitions and divestitures; (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) the ability to maintain relationships with current suppliers; (xvi) changes to tax laws, policies and treaties; (xvii) our commitments and shareholder expectations related to responsible business initiatives; (xviii) compliance with applicable laws and standards with respect to labor, trade and product safety issues; and (xix) 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 February 1, 2025, which information is incorporated by reference herein and updated by the Company’s Quarterly Reports on Form 10-Q. The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes have taken place in the quantitative and qualitative information about market risk since the end of the most recent fiscal year. For further information, see Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended February 1, 2025.
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
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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 November 1, 2025, 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 November 1, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As permitted by the rules and regulations of the SEC, management’s assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Stuart Weitzman, which was acquired on August 4, 2025.
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
Except as disclosed below, there have been no material changes that have occurred related to our risk factors since the end of the most recent fiscal year. For further information, see Part I, Item 1A of our Annual Report on Form 10-K for the year ended February 1, 2025.
Changes in the United States and international trade policies, including tariffs, trade restrictions and retaliatory trade actions taken by other countries, may adversely impact our business, results of operations and financial condition.
In early 2025, the United States administration announced tariffs on products manufactured in several jurisdictions from which we import our products. We are actively monitoring the impact of tariffs that become effective, as well as potential retaliatory tariffs imposed by other countries. During the second and third quarters of 2025, our net sales and gross margins were adversely impacted by tariffs. The enactment of additional tariffs and the uncertainty surrounding future tariff policies and rates pose a significant risk to our business operations and may materially increase our costs and reduce our margins. The tariff uncertainty also creates challenges in our supply chain management, our pricing strategies and the management of customer orders. While we have implemented strategies to minimize the effect of tariffs, including shifting production outside of China and other countries impacted by tariffs and negotiating with our suppliers, and we are continuously evaluating strategies to mitigate the impact of additional tariffs, there can be no assurance that these measures will be successful. In addition, the imposition of tariffs has resulted in increased market volatility and exacerbated existing inflationary cost pressures and recessionary fears among consumers, which could further negatively impact discretionary spending and accordingly, adversely impact our sales volume. The tariffs may also lead to higher pricing for our products, which may result in customers shifting to private-label footwear or other lower cost alternatives.
Given the uncertainty regarding the scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the United States or other countries, the specific impact to our business, results of operations and financial condition is not certain but could be material.
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ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information relating to our repurchases of common stock during the third quarter of 2025:
| | | | | | | | | |
| | | | | | | 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) |
August 3, 2025 - August 30, 2025 |
| 2,654 | | $ | 15.36 |
| — |
| 3,366,055 |
|
| | |
| |
| |
| |
August 31, 2025 - October 4, 2025 |
| 9,710 | |
| 15.03 |
| — |
| 3,366,055 |
|
| | |
| |
| |
|
|
October 5, 2025 - November 1, 2025 |
| — | |
| — |
| — |
| 3,366,055 |
Total |
| 12,364 | | $ | 15.10 |
| — |
| 3,366,055 |
| (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 thirty-nine weeks ended November 1, 2025, the Company repurchased zero and 186,716 shares, respectively, under the 2022 Program. During the thirteen and thirty-nine weeks ended November 2, 2024, the Company repurchased 1,522,324 and 1,938,324 shares, respectively, under the 2022 Program. As of November 1, 2025, there were 3,366,055 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
On
No other director 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, during the thirteen weeks ended November 1, 2025.
Bylaws Amendment
On December 10, 2025, the Board of Directors amended the Company’s Bylaws to, among other things, (i) revise the calculation of the advance notice window for stockholders to nominate directors or make other business proposals at an annual meeting of stockholders such that it is 90 to 120 days before the anniversary of the prior year’s annual meeting rather than 90 to 120 days before the upcoming annual meeting; (ii) revise and clarify the scope of certain procedures and disclosure requirements set forth in the provisions for stockholders to provide advance notice of director nominations and business proposals; (iii) establish that special meetings of the Board may be called by
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the Chair of the Board or a majority of the Board (rather than by the Chair of the Board or any two directors); and (iv) make certain administrative, modernizing, clarifying and conforming changes.
As a result of the amendments to the Bylaws, a stockholder who intends to present an item of business at the 2026 annual meeting (other than a proposal submitted for inclusion in our proxy materials) or to nominate an individual for election as a director at the 2026 annual meeting must provide notice to us of such business or nominee in accordance with the requirements in the Bylaws not later than the close of business on February 20, 2026 and not earlier than January 22, 2026 (rather than between January 28, 2026 and February 27, 2026 as disclosed in our 2025 proxy statement). However, if the date of our 2026 annual meeting is more than 30 days before or more than 60 days after the first anniversary of the date of the 2025 annual meeting, then such notice must be delivered no earlier than the close of business on the 120th calendar day prior to the date of the 2026 annual meeting and not later than the close of business on the later of the 90th calendar day prior to the date of the 2026 annual meeting or the 10th calendar day following the calendar day on which public announcement of the date of 2026 annual meeting is first made by us. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Bylaws.
The foregoing summary of the amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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ITEM 6 EXHIBITS
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Exhibit |
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2.1 | | Sale and Purchase Agreement, dated February 16, 2025, by and between Caleres, Inc. (the “Company”) and Tapestry, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 19, 2025. |
2.2 | | Amendment No.1 to Sale and Purchase Agreement, dated as of August 4, 2025, by and between the Company and Tapestry, Inc., incorporated herein by reference to Exhibit 2.2 to the Company’s Form 8-K filed August 5, 2025. |
3.1 |
| Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed June 1, 2020. |
3.2 | † | Bylaws of the Company as amended through December 10, 2025, filed herewith. |
10.1 | | Seventh Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among the Company, certain of its subsidiaries party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 3, 2025. |
31.1 | † | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | † | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | † | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS | † | iXBRL Instance Document |
101.SCH | † | iXBRL Taxonomy Extension Schema Document |
101.CAL | † | iXBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | † | iXBRL Taxonomy Extension Label Linkbase Document |
101.PRE | † | iXBRL Taxonomy Presentation Linkbase Document |
101.DEF | † | iXBRL Taxonomy Definition Linkbase Document |
104 | † | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. |
† Denotes 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. | |
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Date: December 11, 2025 | /s/ Jack P. Calandra | |
Jack P. Calandra Senior Vice President and Chief Financial Officer on behalf of the Registrant and as the Principal Financial Officer |
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FAQ
How did Caleres (CAL) perform financially in the quarter ended November 1, 2025?
What impact did the Stuart Weitzman acquisition have on Caleres (CAL)?
Why did Caleres (CAL) earnings decline year over year in 2025?
How are Caleres (CAL) segments performing, including Famous Footwear and Brand Portfolio?
What does Caleres (CAL) cash flow and debt position look like after the acquisition?
Did Caleres (CAL) continue returning capital to shareholders in 2025?
How did Caleres (CAL) inventories and working capital change in 2025?
