Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) December 5, 2024

CALERES, INC.

(Exact name of registrant as specified in its charter)

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


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

(314) 854-4000

(Registrant’s telephone number, including area code)

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


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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - par value of $0.01 per share	CAL	New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On December 5, 2024, Caleres, Inc. (the "Company") issued a press release (the "Press Release") announcing, among other things, its results of operations for the quarter ended November 2, 2024. A copy of the Press Release is being furnished as Exhibit 99.1 hereto, and the statements contained therein are incorporated by reference herein.

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

Item 9.01 Financial Statements and Exhibits


(d)	Exhibits

Exhibit Number		Description
99.1		Press Release Issued December 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CALERES, INC.
		(Registrant)


Date: December 5, 2024		/s/ Thomas C. Burke
		Thomas C. Burke
		Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Caleres Reports Third Quarter Results and Updates Guidance

ST. LOUIS, Dec. 5, 2024 - Caleres (NYSE: CAL), a market-leading portfolio of consumer-driven footwear brands, today reported financial results for the third quarter 2024.

●

Reported sales of $740.9 million, down 2.8% year-on-year;

●

Famous Footwear sales declined 4.8% versus the third quarter of 2023 with comparable store sales up 2.5%;

●

Brand Portfolio sales increased 0.7% versus the third quarter of 2023;

●

Third quarter consolidated gross margin rate of 44.1%, down 55 basis points year-on-year;

●

Reported earnings per diluted share of $1.19 and adjusted earnings per diluted share of $1.23 for the third quarter, below expectations;

●

Generated third quarter EBITDA of $71.4 million;

●

Fiscal 2024 outlook of net sales down 2.5% to 3% versus previous guidance of down low-single-digits percent;

●

Revises fiscal 2024 outlook for earnings per diluted share to $3.35 to $3.45 versus prior guidance of $3.94 to $4.09, and adjusted earnings per diluted share to $3.45 to $3.55 versus prior guidance of $4.00 to $4.15, which excludes $0.10 per diluted share in restructuring costs.

“The third quarter saw progress toward our strategy highlighted by the Brand Portfolio delivering growth, Famous Footwear delivering positive comparable store sales, and both segments increasing market share. That said, performance was below our expectations reflecting softer seasonal demand in the boot category, late receipts of key athletic product at Famous Footwear, and a discrete customer credit issue that impacted shipments. In addition, our business in China was also weaker than planned,” said Jay Schmidt, President and Chief Executive Officer.

“As we begin the fourth quarter, our strategies are working to drive market share and we are aligning our expenses with expected sales, while appropriately investing behind areas of the business that are expected to deliver a strong ROI. However, we have reduced our outlook as we expect our season-to-date sales trend to continue in the final quarter of the year and anticipate pressure on our gross margin as we take action to move through excess inventory and position ourselves well for 2025,” said Schmidt. “Longer term, we believe we are well-positioned to execute our strategic plan, invest to fuel our ambition, and drive sustained value for our shareholders.”

Third Quarter 2024 Results

(13-weeks ended November 2, 2024, compared to 13-weeks ended October 28, 2023)

●

Net sales were $740.9 million, down 2.8% from the third quarter of 2023;

●

Famous Footwear segment net sales decreased 4.8%, with comparable store sales up 2.5%

●

Brand Portfolio segment net sales increased 0.7%

●

Direct-to-consumer sales represented approximately 72% of total net sales

●

Gross profit was $327.0 million, while gross margin was 44.1%, down 55 basis points versus last year;

●

Famous Footwear segment gross margin of 42.9%, down 130 basis points versus last year

●

Brand Portfolio segment gross margin of 43.8%, up 15 basis points versus last year

●

SG&A as a percentage of net sales was 36.3%, up 30 basis points versus the prior year and reflecting expense deleverage on the decline in sales;

●

Net earnings of $41.4 million, or earnings per diluted share of $1.19, compared to net earnings of $46.9 million, or earnings per diluted share of $1.32 in the third quarter 2023;

●

Adjusted net earnings of $42.6 million, or adjusted earnings per diluted share of $1.23, which excludes $0.04 related to charges associated with restructuring initiatives completed during the third quarter, compared to

adjusted net earnings of $48.6 million, or adjusted earnings per diluted share of $1.37 in the third quarter of 2023;

●

Inventory was up 5% to the third quarter 2023 in total, but up 2.7% when accounting for the shift in the retail calendar;

●

Borrowings under the asset-based revolving credit facility were $238.5 million at the end of the period, up $16.5 million from the third quarter of 2023.

Capital Allocation Update

During the quarter, Caleres continued to invest in value-driving growth opportunities while at the same time returning cash to shareholders through our dividend. In addition, the company repurchased approximately 1.5 million shares for a total of $50 million during the quarter. In the near term, the company expects to continue to focus on reducing debt and still expects borrowings under its asset-based revolving credit facility will be less than $100 million by the end of 2026. Caleres will continue to consider business performance and market conditions as it evaluates all opportunities for free cash flow for the remainder of the year.

Fiscal 2024 Outlook:

Caleres is revising its fiscal 2024 financial outlook. As previously noted, its fiscal 2024 is a 52-week year and compares to a 53-week year in fiscal 2023. The revised assumptions are summarized in the table below.


Metric	Prior 2024 Annual Guidance	Revised 2024 Annual Guidance
Sales Change	Down low single digits	Down 2.5% - 3%
Operating Margin	7.0% - 7.1%	6.1% - 6.3%
Tax Rate	~24%	~24%
GAAP EPS	$3.94 - $4.09	$3.35 - $3.45
Adjusted EPS*	$4.00 - $4.15	$3.45 - $3.55
Capital Expenditures	$50 - $55 million	$50 - $55 million

*Adjusted EPS guidance excludes estimated restructuring charges incurred in the second half of 2024

Investor Conference Call

Caleres will host a conference call at 10:00 a.m. ET today, Thursday, December 5, 2024. The webcast and associated slides will be available at: https://www.caleres.com/investors. A live conference call will be available at (877) 704-4453 for North America participants or (201) 389-0920 for international participants, no passcode necessary. A replay will be also available at https://investor.caleres.com/events-and-presentations/archive for a limited period. Investors may also access the replay by dialing (844) 512-2921 in North America or (412) 317-6671 internationally and using the conference pin 13749800.

Definitions

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

Non-GAAP Financial Measures and Metrics

In this press release, the company’s financial results are provided both in accordance with generally accepted accounting principles (GAAP) and using certain non-GAAP financial measures and metrics. In particular, the company provides earnings before interest, taxes, depreciation and amortization (EBITDA) and estimated and future operating earnings, net earnings and earnings per diluted share, adjusted to exclude certain gains, charges and recoveries, which are non-GAAP financial measures, and the debt to EBITDA leverage ratio, which is a non-GAAP financial metric. These results are included as a complement to results provided in accordance with GAAP because management believes this non-GAAP

financial measure and metric help identify underlying trends in the company’s business and provide useful information to both management and investors by excluding certain items that may not be indicative of the company’s core operating results. This measure and metric should not be considered a substitute for or superior to GAAP results.

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

This press release contains certain forward-looking statements and expectations regarding the company’s future performance and the performance of its brands. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These risks include (i) changing consumer demands, which may be influenced by general economic conditions and other factors; (ii) inflationary pressures and supply chain disruptions (iii) rapidly changing consumer preferences and purchasing patterns and fashion trends; (iv) supplier concentration, customer concentration and increased consolidation in the retail industry; (v) intense competition within the footwear industry; (vi) foreign currency fluctuations; (vii) 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; (viii) cybersecurity threats or other major disruption to the company’s information technology systems including those related to our ERP upgrade; (ix) the ability to accurately forecast sales and manage inventory levels; (x) a disruption in the company’s distribution centers; (xi) the ability to recruit and retain senior management and other key associates; (xii) the ability to secure/exit leases on favorable terms; (xiii) the ability to maintain relationships with current suppliers; (xiv) transitional challenges with acquisitions and divestitures; (xiv) changes to tax laws, policies and treaties; (xvi) our commitments and shareholder expectations related to environmental, social and governance considerations; (xvii) compliance with applicable laws and standards with respect to labor, trade and product safety issues; and (xvii) 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 Item 1A of the company’s Annual Report on Form 10-K for the year ended February 3, 2024, 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.

SCHEDULE 1

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS


	(Unaudited)
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
($ thousands, except per share data)	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Net sales	$	740,941	$	761,904	$	2,083,456	$	2,120,171
Cost of goods sold		413,981		421,530		1,136,522		1,162,942
Gross profit		326,960		340,374		946,934		957,229
Selling and administrative expenses		268,669		273,652		803,355		789,570
Restructuring and other special charges, net		1,593		2,304		1,593		3,951
Operating earnings		56,698		64,418		141,986		163,708
Interest expense, net		(2,914)		(4,488)		(10,025)		(15,240)
Other income, net		34		1,552		2,202		4,660
Earnings before income taxes		53,818		61,482		134,163		153,128
Income tax provision		(12,699)		(14,467)		(31,973)		(36,956)
Net earnings		41,119		47,015		102,190		116,172
Net (loss) earnings attributable to noncontrolling interests		(308)		101		(135)		588
Net earnings attributable to Caleres, Inc.	$	41,427	$	46,914	$	102,325	$	115,584

Basic earnings per common share attributable to Caleres, Inc. shareholders	$	1.20	$	1.32	$	2.93	$	3.23

Diluted earnings per common share attributable to Caleres, Inc. shareholders	$	1.19	$	1.32	$	2.92	$	3.23

SCHEDULE 2

CALERES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)
($ thousands)	November 2, 2024		October 28, 2023
ASSETS
Cash and cash equivalents	$	33,685	$	34,031
Receivables, net		176,080		161,544
Inventories, net		585,877		556,034
Property and equipment, held for sale		16,777		16,777
Prepaid expenses and other current assets		57,888		54,487
Total current assets		870,307		822,873

Lease right-of-use assets		589,141		508,736
Property and equipment, net		176,428		167,681
Goodwill and intangible assets, net		195,033		206,275
Other assets		125,030		121,328
Total assets	$	1,955,939	$	1,826,893

LIABILITIES AND EQUITY
Borrowings under revolving credit agreement	$	238,500	$	222,000
Trade accounts payable		258,258		257,224
Lease obligations		117,523		132,461
Other accrued expenses		192,149		216,236
Total current liabilities		806,430		827,921

Noncurrent lease obligations		506,336		431,474
Other liabilities		36,867		47,326
Total other liabilities		543,203		478,800

Total Caleres, Inc. shareholders’ equity		598,284		513,382
Noncontrolling interests		8,022		6,790
Total equity		606,306		520,172
Total liabilities and equity	$	1,955,939	$	1,826,893

SCHEDULE 3

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	(Unaudited)
	Thirty-Nine Weeks Ended
($ thousands)	November 2, 2024		October 28, 2023
OPERATING ACTIVITIES:
Net cash provided by operating activities	$	75,855	$	157,183

INVESTING ACTIVITIES:
Purchases of property and equipment		(38,410)		(33,976)
Capitalized software		(1,918)		(3,404)
Net cash used for investing activities		(40,328)		(37,380)

FINANCING ACTIVITIES:
Borrowings under revolving credit agreement		537,368		365,000
Repayments under revolving credit agreement		(480,868)		(450,500)
Dividends paid		(7,342)		(7,483)
Acquisition of treasury stock		(65,039)		(17,445)
Issuance of common stock under share-based plans, net		(8,820)		(10,035)
Contributions by noncontrolling interests		1,500		1,000
Net cash used for financing activities		(23,201)		(119,463)
Effect of exchange rate changes on cash and cash equivalents		1		(9)
Increase in cash and cash equivalents		12,327		331
Cash and cash equivalents at beginning of period		21,358		33,700
Cash and cash equivalents at end of period	$	33,685	$	34,031

SCHEDULE 4

CALERES, INC.

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


	(Unaudited)
	Thirteen Weeks Ended
	November 2, 2024						October 28, 2023

	Pre-Tax		Net Earnings				Pre-Tax		Net Earnings
	Impact of		Attributable			Diluted	Impact of		Attributable		Diluted
	Charges/Other		to Caleres,			Earnings	Charges/Other		to Caleres,		Earnings
($ thousands, except per share data)	Items		Inc.			Per Share	Items		Inc.		Per Share

GAAP earnings			$	41,427	$	1.19			$	46,914	$	1.32

Charges/other items:
Restructuring costs	$	1,593		1,183		0.04	$	—		—		—
Expense reduction initiatives		—		—		—		2,304		1,710		0.05
Total charges/other items	$	1,593	$	1,183	$	0.04	$	2,304	$	1,710	$	0.05
Adjusted earnings			$	42,610	$	1.23			$	48,624	$	1.37


	(Unaudited)
	Thirty-Nine Weeks Ended
	November 2, 2024						October 28, 2023

	Pre-Tax		Net Earnings				Pre-Tax		Net Earnings
	Impact of		Attributable		Diluted		Impact of		Attributable		Diluted
	Charges/Other		to Caleres,		Earnings		Charges/Other		to Caleres,		Earnings
($ thousands, except per share data)	Items		Inc.		Per Share		Items		Inc.		Per Share

GAAP earnings			$	102,325	$	2.92			$	115,584	$	3.23

Charges/other items:
Restructuring costs	$	1,593		1,183		0.03	$	—		—		—
Expense reduction initiatives		—		—		—		3,951		2,934		0.08
Total charges/other items	$	1,593	$	1,183	$	0.03	$	3,951	$	2,934	$	0.08
Adjusted earnings			$	103,508	$	2.95			$	118,518	$	3.31


	(Unaudited)
	Trailing Twelve Months Ended
	November 2, 2024				October 28, 2023

	Pre-Tax		Net Earnings (Loss)		Pre-Tax		Net Earnings (Loss)
	Impact of		Attributable		Impact of		Attributable
	Charges/Other		to Caleres,		Charges/Other		to Caleres,
($ thousands)	Items		Inc.		Items		Inc.

GAAP earnings			$	158,132			$	156,393

Charges/other items:
Deferred tax valuation allowance adjustments	$	—		(26,654)	$	—		(17,374)
Restructuring costs		1,593		1,183		—		—
Expense reduction initiatives		2,152		1,598		3,951		2,934
Total charges/other items	$	3,745	$	(23,873)	$	3,951	$	(14,440)
Adjusted earnings			$	134,259			$	141,953


SCHEDULE 5

CALERES, INC.
SUMMARY FINANCIAL RESULTS BY SEGMENT

SUMMARY FINANCIAL RESULTS


	(Unaudited)
	Thirteen Weeks Ended
	Famous Footwear						Brand Portfolio						Eliminations and Other						Consolidated
	November 2,			October 28,			November 2,			October 28,			November 2,			October 28,			November 2,			October 28,
($ thousands)	2024			2023			2024			2023			2024			2023			2024			2023
Net sales	$	428,264		$	449,773		$	322,936		$	320,775		$	(10,259)		$	(8,644)		$	740,941		$	761,904
Gross profit		183,825			198,809			141,559			140,155			1,576			1,410			326,960			340,374
Gross margin		42.9	%		44.2	%		43.8	%		43.7	%		(15.4)	%		(16.3)	%		44.1	%		44.7	%
Operating earnings (loss)		29,568			46,600			34,052			38,211			(6,922)			(20,393)			56,698			64,418
Adjusted operating earnings (loss)		29,761			47,767			35,145			39,055			(6,615)			(20,100)			58,291			66,722
Operating margin		6.9	%		10.4	%		10.5	%		11.9	%		n/m	%		n/m	%		7.7	%		8.5	%
Adjusted operating earnings %		6.9	%		10.6	%		10.9	%		12.2	%		n/m	%		n/m	%		7.9	%		8.8	%
Comparable sales % (on a 13-week basis)		2.5	%		(6.9)	%		(2.7)	%		(2.0)	%		—	%		—	%		—	%		—	%
Company-operated stores, end of period		851			862			111			96			—			—			962			958

n/m – Not meaningful

RECONCILIATION OF ADJUSTED RESULTS (NON-GAAP)


	(Unaudited)
	Thirteen Weeks Ended
	Famous Footwear				Brand Portfolio				Eliminations and Other				Consolidated
	November 2,		October 28,		November 2,		October 28,		November 2,		October 28,		November 2,		October 28,
($ thousands)	2024		2023		2024		2023		2024		2023		2024		2023
Operating earnings (loss)	$	29,568	$	46,600	$	34,052	$	38,211	$	(6,922)	$	(20,393)	$	56,698	$	64,418
Charges/Other Items:
Restructuring costs		193		—		1,093		—		307		—		1,593		—
Expense reduction initiatives		—		1,167		—		844		—		293		—		2,304
Total charges/other items		193		1,167		1,093		844		307		293		1,593		2,304
Adjusted operating earnings (loss)	$	29,761	$	47,767	$	35,145	$	39,055	$	(6,615)	$	(20,100)	$	58,291	$	66,722


SCHEDULE 5

CALERES, INC.
SUMMARY FINANCIAL RESULTS BY SEGMENT

SUMMARY FINANCIAL RESULTS


	(Unaudited)
	Thirty-Nine Weeks Ended
	Famous Footwear						Brand Portfolio						Eliminations and Other						Consolidated
	November 2,			October 28,			November 2,			October 28,			November 2,			October 28,			November 2,			October 28,
($ thousands)	2024			2023			2024			2023			2024			2023			2024			2023
Net sales	$	1,198,105		$	1,213,169		$	925,644		$	947,164		$	(40,293)		$	(40,162)		$	2,083,456		$	2,120,171
Gross profit		534,166			549,420			411,255			408,137			1,513			(328)			946,934			957,229
Gross profit rate		44.6	%		45.3	%		44.4	%		43.1	%		(3.8)	%		0.8	%		45.5	%		45.1	%
Operating earnings (loss)		80,808			104,286			99,097			107,708			(37,919)			(48,286)			141,986			163,708
Adjusted operating earnings (loss)		81,001			105,653			100,190			109,433			(37,612)			(47,427)			143,579			167,659
Operating earnings %		6.7	%		8.6	%		10.7	%		11.4	%		n/m	%		n/m	%		6.8	%		7.7	%
Adjusted operating earnings %		6.8	%		8.7	%		10.8	%		11.6	%		n/m	%		n/m	%		6.9	%		7.9	%
Comparable sales % (on a 39-week basis)		(0.9)	%		(6.5)	%		0.2	%		3.5	%		—	%		—	%		—	%		—	%
Company-operated stores, end of period		851			862			111			96			—			—			962			958

n/m – Not meaningful

RECONCILIATION OF ADJUSTED RESULTS (NON-GAAP)


	(Unaudited)
	Thirty-Nine Weeks Ended
	Famous Footwear				Brand Portfolio				Eliminations and Other				Consolidated
	November 2,		October 28,		November 2,		October 28,		November 2,		October 28,		November 2,		October 28,
($ thousands)	2024		2023		2024		2023		2024		2023		2024		2023
Operating earnings (loss)	$	80,808	$	104,286	$	99,097	$	107,708	$	(37,919)	$	(48,286)	$	141,986	$	163,708
Charges/Other Items:
Restructuring costs		193		—		1,093		—		307		—		1,593		—
Expense reduction initiatives		—		1,367		—		1,725		—		859		—		3,951
Total charges/other items		193		1,367		1,093		1,725		307		859		1,593		3,951
Adjusted operating earnings (loss)	$	81,001	$	105,653	$	100,190	$	109,433	$	(37,612)	$	(47,427)	$	143,579	$	167,659

SCHEDULE 6

CALERES, INC.

BASIC AND DILUTED EARNINGS PER SHARE RECONCILIATION


	(Unaudited)
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2,		October 28,		November 2,		October 28,
	2024		2023		2024		2023
($ thousands, except per share data)
Net earnings attributable to Caleres, Inc.:
Net earnings	$	41,119	$	47,015	$	102,190	$	116,172
Net loss (earnings) attributable to noncontrolling interests		308		(101)		135		(588)
Net earnings attributable to Caleres, Inc.		41,427		46,914		102,325		115,584
Net earnings allocated to participating securities		(1,417)		(2,121)		(3,721)		(5,103)
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities	$	40,010	$	44,793	$	98,604	$	110,481

Basic and diluted common shares attributable to Caleres, Inc.:
Basic common shares		33,435		33,933		33,704		34,206
Dilutive effect of share-based awards		106		—		106		—
Diluted common shares attributable to Caleres, Inc.		33,541		33,933		33,810		34,206

Basic earnings per common share attributable to Caleres, Inc. shareholders	$	1.20	$	1.32	$	2.93	$	3.23

Diluted earnings per common share attributable to Caleres, Inc. shareholders	$	1.19	$	1.32	$	2.92	$	3.23

SCHEDULE 7

CALERES, INC.

BASIC AND DILUTED ADJUSTED EARNINGS PER SHARE RECONCILIATION


	(Unaudited)
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2,		October 28,		November 2,		October 28,
	2024		2023		2024		2023
($ thousands, except per share data)
Adjusted net earnings attributable to Caleres, Inc.:
Adjusted net earnings	$	42,302	$	48,725	$	103,373	$	119,106
Net loss (earnings) attributable to noncontrolling interests		308		(101)		135		(588)
Adjusted net earnings attributable to Caleres, Inc.		42,610		48,624		103,508		118,518
Net earnings allocated to participating securities		(1,458)		(2,199)		(3,765)		(5,234)
Adjusted net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities	$	41,152	$	46,425	$	99,743	$	113,284

Basic and diluted common shares attributable to Caleres, Inc.:
Basic common shares		33,435		33,933		33,704		34,206
Dilutive effect of share-based awards		106		—		106		—
Diluted common shares attributable to Caleres, Inc.		33,541		33,933		33,810		34,206

Basic adjusted earnings per common share attributable to Caleres, Inc. shareholders	$	1.23	$	1.37	$	2.96	$	3.31

Diluted adjusted earnings per common share attributable to Caleres, Inc. shareholders	$	1.23	$	1.37	$	2.95	$	3.31

SCHEDULE 8

CALERES, INC.

CALCULATION OF EBITDA AND DEBT/EBITDA LEVERAGE RATIO (NON-GAAP METRICS)


	(Unaudited)
	Thirteen Weeks Ended
($ thousands)	November 2, 2024			October 28, 2023
EBITDA:
Net earnings attributable to Caleres, Inc.	$	41,427		$	46,914
Income tax provision		12,699			14,467
Interest expense, net		2,914			4,488
Depreciation and amortization ⁽¹⁾		14,364			12,957
EBITDA	$	71,404		$	78,826

EBITDA margin		9.6	%		10.3	%

Adjusted EBITDA:
Adjusted net earnings attributable to Caleres, Inc. ⁽²⁾	$	42,610		$	48,624
Income tax provision ⁽³⁾		13,109			15,061
Interest expense, net		2,914			4,488
Depreciation and amortization ⁽¹⁾		14,364			12,957
Adjusted EBITDA	$	72,997		$	81,130

Adjusted EBITDA margin		9.9	%		10.6	%


	(Unaudited)
	Trailing Twelve Months Ended
($ thousands)	November 2, 2024			October 28, 2023
EBITDA:
Net earnings attributable to Caleres, Inc.	$	158,132		$	156,393
Income tax provision		4,507			21,612
Interest expense, net		14,128			20,618
Depreciation and amortization⁽¹⁾		56,547			50,722
EBITDA	$	233,314		$	249,345

EBITDA margin		8.4	%		8.9	%


Adjusted EBITDA:
Adjusted net earnings attributable to Caleres, Inc. ⁽²⁾	$	134,259		$	141,953
Income tax provision⁽³⁾		32,125			40,003
Interest expense, net		14,128			20,618
Depreciation and amortization ⁽¹⁾		56,547			50,722
Adjusted EBITDA	$	237,059		$	253,296

Adjusted EBITDA margin		8.5	%		9.0	%

	(Unaudited)
($ thousands)	November 2, 2024			October 28, 2023
Debt/EBITDA leverage ratio:
Borrowings under revolving credit agreement ⁽⁴⁾	$	238,500		$	222,000
EBITDA (trailing twelve months)		233,314			249,345
Debt/EBITDA		1.0			0.9

(1)	Includes depreciation and amortization of capitalized software and intangible assets.

(2)	Refer to Schedule 4 for the consolidated reconciliation of net earnings attributable to Caleres, Inc. to adjusted net earnings attributable to Caleres, Inc.

(3)	Excludes the income tax impacts of the adjustments on Schedule 4.

(4)

Total availability under the revolving credit agreement was $252.1 million and $267.4 million as of November 2, 2024 and October 28, 2023, respectively. Total liquidity, which includes cash and cash equivalents and availability under the revolving credit agreement, was $285.8 million and $301.4 million for the respective periods.

SCHEDULE 9

CALERES, INC.

RECONCILIATION OF DILUTED EARNINGS PER SHARE (GAAP BASIS) TO ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP BASIS) – GUIDANCE


	(Unaudited)
	Fiscal 2024 Guidance
	Low		High

GAAP diluted earnings per share	$	3.35	$	3.45
Charges/other items:
Restructuring costs		0.10		0.10
Adjusted diluted earnings per share	$	3.45	$	3.55

Investor Contact:

Liz Dunn

ldunn@caleres.com

Document and Entity Information	Dec. 05, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2024
Entity File Number	1-2191
Entity Registrant Name	CALERES, INC.
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	43-0197190
Entity Address, Address Line One	8300 Maryland Avenue
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	854-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock - par value of $0.01 per share
Trading Symbol	CAL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000014707
Amendment Flag	false

Document Information	Dec. 05, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Amendment	false
CIK	0000014707
Registrant Name	CALERES, INC.
Period End Date	Dec. 05, 2024

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