Financial Information for the Company and its Subsidiaries | FINANCIAL INFORMATION FOR THE COMPANY AND ITS SUBSIDIARIES The Company's Senior Notes are fully and unconditionally and jointly and severally guaranteed by all of its existing and future subsidiaries that are guarantors under the Credit Agreement, as further discussed in Note 12 to the consolidated financial statements. The following table presents the condensed consolidating financial information for each of Caleres, Inc. (“Parent”), the Guarantors, and subsidiaries of the Parent that are not Guarantors (the “Non-Guarantors”), together with consolidating eliminations, as of and for the periods indicated. Guarantors are 100% owned by the Parent. On December 13, 2016, Allen Edmonds was joined to the Credit Agreement as a guarantor and on October 31, 2018, Vionic was joined to the Credit Agreement as a guarantor. After giving effect to the joinders, the Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds and Vionic are each co-borrowers and guarantors under the Credit Agreement. The condensed consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes that the information, presented in lieu of complete financial statements for each of the Guarantors, provides meaningful information to allow investors to determine the nature of the assets held by, and operations and cash flows of, each of the consolidated groups. CONDENSED CONSOLIDATING BALANCE SHEET AS OF FEBRUARY 2, 2019 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Assets Current assets: Cash and cash equivalents $ 2 $ 9,148 $ 21,050 $ — $ 30,200 Receivables, net 130,684 32,319 28,719 — 191,722 Inventories, net 175,697 470,610 36,864 — 683,171 Prepaid expenses and other current assets 31,195 32,556 7,603 — 71,354 Intercompany receivable - current 190 42 15,279 (15,511 ) — Total current assets 337,768 544,675 109,515 (15,511 ) 976,447 Property and equipment, net 62,608 157,270 10,906 — 230,784 Goodwill and intangible assets, net 108,884 331,810 109,203 — 549,897 Other assets 68,707 11,824 909 — 81,440 Investment in subsidiaries 1,499,209 — (24,838 ) (1,474,371 ) — Intercompany receivable - noncurrent 597,515 578,821 762,281 (1,938,617 ) — Total assets $ 2,674,691 $ 1,624,400 $ 967,976 $ (3,428,499 ) $ 1,838,568 Liabilities and Equity Current liabilities: Borrowings under revolving credit agreement $ 335,000 $ — $ — $ — $ 335,000 Trade accounts payable 146,400 130,670 39,228 — 316,298 Other accrued expenses 95,498 86,015 20,525 — 202,038 Intercompany payable - current 10,781 — 4,730 (15,511 ) — Total current liabilities 587,679 216,685 64,483 (15,511 ) 853,336 Other liabilities: Long-term debt 197,932 — — — 197,932 Other liabilities 105,689 41,149 5,027 — 151,865 Intercompany payable - noncurrent 1,149,338 115,114 674,165 (1,938,617 ) — Total other liabilities 1,452,959 156,263 679,192 (1,938,617 ) 349,797 Equity: Caleres, Inc. shareholders’ equity 634,053 1,251,452 222,919 (1,474,371 ) 634,053 Noncontrolling interests — — 1,382 — 1,382 Total equity 634,053 1,251,452 224,301 (1,474,371 ) 635,435 Total liabilities and equity $ 2,674,691 $ 1,624,400 $ 967,976 $ (3,428,499 ) $ 1,838,568 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (LOSS) FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019 ($ thousands) Parent Guarantors Non-Guarantors Eliminations Total Net sales $ 888,234 $ 1,975,219 $ 237,607 $ (266,214 ) $ 2,834,846 Cost of goods sold 619,120 1,157,558 124,037 (222,213 ) 1,678,502 Gross profit 269,114 817,661 113,570 (44,001 ) 1,156,344 Selling and administrative expenses 267,584 760,754 57,428 (44,001 ) 1,041,765 Impairment of goodwill and intangible assets — — 98,044 — 98,044 Restructuring and other special charges, net 9,734 6,400 — — 16,134 Operating (loss) earnings (8,204 ) 50,507 (41,902 ) — 401 Interest (expense) income (19,048 ) (25 ) 796 — (18,277 ) Loss on early extinguishment of debt (186 ) — — — (186 ) Other income (expense) 12,408 — (100 ) — 12,308 Intercompany interest income (expense) 11,436 (11,494 ) 58 — — (Loss) earnings before income taxes (3,594 ) 38,988 (41,148 ) — (5,754 ) Income tax benefit (provision) 1,687 (7,719 ) 6,305 — 273 Equity in loss of subsidiaries, net of tax (3,534 ) — (1,275 ) 4,809 — Net (loss) earnings (5,441 ) 31,269 (36,118 ) 4,809 (5,481 ) Less: Net loss attributable to noncontrolling interests — — (40 ) — (40 ) Net (loss) earnings attributable to Caleres, Inc. $ (5,441 ) $ 31,269 $ (36,078 ) $ 4,809 $ (5,441 ) CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Net (loss) earnings $ (5,441 ) $ 31,269 $ (36,118 ) $ 4,809 $ (5,481 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment — — (1,224 ) — (1,224 ) Pension and other postretirement benefits adjustments (13,663 ) — (220 ) — (13,883 ) Derivative financial instruments (1,967 ) (38 ) 630 — (1,375 ) Other comprehensive loss from investment in subsidiaries (801 ) — — 801 — Other comprehensive loss, net of tax (16,431 ) (38 ) (814 ) 801 (16,482 ) Comprehensive (loss) income (21,872 ) 31,231 (36,932 ) 5,610 (21,963 ) Comprehensive loss attributable to noncontrolling interests — — (91 ) — (91 ) Comprehensive (loss) income attributable to Caleres, Inc. $ (21,872 ) $ 31,231 $ (36,841 ) $ 5,610 $ (21,872 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Net cash provided by operating activities $ 21,220 $ 84,546 $ 23,823 $ — $ 129,589 Investing activities Purchases of property and equipment (34,583 ) (25,871 ) (2,029 ) — (62,483 ) Capitalized software (3,962 ) (454 ) — — (4,416 ) Acquisition of Blowfish Malibu, net of cash received (16,792 ) — — — (16,792 ) Acquisition of Vionic, net of cash received (352,666 ) — — — (352,666 ) Intercompany investing (137 ) 137 — — — Net cash (used for) provided by investing activities (408,140 ) (26,188 ) (2,029 ) — (436,357 ) Financing activities Borrowings under revolving credit agreement 360,000 — — — 360,000 Repayments under revolving credit agreement (25,000 ) — — — (25,000 ) Repayments of capital lease obligation — (406 ) — — (406 ) Dividends paid (11,983 ) — — — (11,983 ) Debt issuance costs (1,298 ) — — — (1,298 ) Acquisition of treasury stock (43,771 ) — — — (43,771 ) Issuance of common stock under share-based plans, net (4,372 ) — — — (4,372 ) Intercompany financing 87,257 (48,804 ) (38,453 ) — — Net cash (used for) provided by financing activities 360,833 (49,210 ) (38,453 ) — 273,170 Effect of exchange rate changes on cash and cash equivalents — — (249 ) — (249 ) Increase (decrease) in cash and cash equivalents (26,087 ) 9,148 (16,908 ) — (33,847 ) Cash and cash equivalents at beginning of year 26,089 — 37,958 — 64,047 Cash and cash equivalents at end of year $ 2 $ 9,148 $ 21,050 $ — $ 30,200 CONDENSED CONSOLIDATING BALANCE SHEET AS OF FEBRUARY 3, 2018 Non- Guarantors ($ thousands) Parent Guarantors Eliminations Total Assets Current assets: Cash and cash equivalents $ 26,089 $ — $ 37,958 $ — $ 64,047 Receivables, net 124,957 3,663 23,993 — 152,613 Inventories, net 146,068 394,438 28,873 — 569,379 Prepaid expenses and other current assets 26,284 30,456 8,394 (4,384 ) 60,750 Intercompany receivable - current 521 74 9,250 (9,845 ) — Total current assets 323,919 428,631 108,468 (14,229 ) 846,789 Property and equipment, net 35,474 165,227 12,098 — 212,799 Goodwill and intangible assets, net 111,108 40,937 187,123 — 339,168 Other assets 76,317 13,610 732 — 90,659 Investment in subsidiaries 1,329,428 — (23,565 ) (1,305,863 ) — Intercompany receivable - noncurrent 774,588 520,362 704,810 (1,999,760 ) — Total assets $ 2,650,834 $ 1,168,767 $ 989,666 $ (3,319,852 ) $ 1,489,415 Liabilities and Equity Current liabilities: Trade accounts payable 136,797 102,420 33,745 — 272,962 Other accrued expenses 65,817 74,006 21,758 (4,384 ) 157,197 Intercompany payable - current 5,524 — 4,321 (9,845 ) — Total current liabilities 208,138 176,426 59,824 (14,229 ) 430,159 Other liabilities: Long-term debt 197,472 — — — 197,472 Other liabilities 101,784 35,574 5,464 — 142,822 Intercompany payable - noncurrent 1,425,951 98,610 475,199 (1,999,760 ) — Total other liabilities 1,725,207 134,184 480,663 (1,999,760 ) 340,294 Equity: Caleres, Inc. shareholders’ equity 717,489 858,157 447,706 (1,305,863 ) 717,489 Noncontrolling interests — — 1,473 — 1,473 Total equity 717,489 858,157 449,179 (1,305,863 ) 718,962 Total liabilities and equity $ 2,650,834 $ 1,168,767 $ 989,666 $ (3,319,852 ) $ 1,489,415 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Net sales $ 837,849 $ 1,935,265 $ 211,815 $ (199,345 ) $ 2,785,584 Cost of goods sold 580,038 1,090,354 109,104 (162,561 ) 1,616,935 Gross profit 257,811 844,911 102,711 (36,784 ) 1,168,649 Selling and administrative expenses 246,208 771,027 55,600 (36,784 ) 1,036,051 Restructuring and other special charges, net 3,942 756 217 — 4,915 Operating earnings 7,661 73,128 46,894 — 127,683 Interest (expense) income (17,743 ) (14 ) 432 — (17,325 ) Other income 12,348 — — — 12,348 Intercompany interest income (expense) 8,354 (8,813 ) 459 — — Earnings before income taxes 10,620 64,301 47,785 — 122,706 Income tax provision (24,963 ) (175 ) (10,337 ) — (35,475 ) Equity in earnings (loss) of subsidiaries, net of tax 101,543 — (1,619 ) (99,924 ) — Net earnings 87,200 64,126 35,829 (99,924 ) 87,231 Less: Net earnings attributable to noncontrolling interests — — 31 — 31 Net earnings attributable to Caleres, Inc. $ 87,200 $ 64,126 $ 35,798 $ (99,924 ) $ 87,200 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Net earnings $ 87,200 $ 64,126 $ 35,829 $ (99,924 ) $ 87,231 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment — — 1,116 — 1,116 Pension and other postretirement benefits adjustments 18,855 — (61 ) — 18,794 Derivative financial instruments 1,539 14 (452 ) — 1,101 Other comprehensive income from investment in subsidiaries 544 — — (544 ) — Other comprehensive income, net of tax 20,938 14 603 (544 ) 21,011 Comprehensive income 108,138 64,140 36,432 (100,468 ) 108,242 Comprehensive income attributable to noncontrolling interests — — 104 — 104 Comprehensive income attributable to Caleres, Inc. $ 108,138 $ 64,140 $ 36,328 $ (100,468 ) $ 108,138 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Net cash provided by operating activities $ 40,601 $ 90,745 $ 60,029 $ — $ 191,375 Investing activities Purchases of property and equipment (9,522 ) (31,159 ) (4,039 ) — (44,720 ) Capitalized software (5,950 ) (483 ) (25 ) — (6,458 ) Intercompany investing (20,224 ) 197,929 (177,705 ) — — Net cash (used for) provided by investing activities (35,696 ) 166,287 (181,769 ) — (51,178 ) Financing activities Borrowings under revolving credit agreement 454,000 — — — 454,000 Repayments under revolving credit agreement (564,000 ) — — — (564,000 ) Dividends paid (12,027 ) — — — (12,027 ) Acquisition of treasury stock (5,993 ) — — — (5,993 ) Issuance of common stock under share-based plans, net (3,816 ) — — — (3,816 ) Intercompany financing 129,021 (266,061 ) 137,040 — — Net cash (used for) provided by financing activities (2,815 ) (266,061 ) 137,040 — (131,836 ) Effect of exchange rate changes on cash and cash equivalents — — 354 — 354 Increase (decrease) in cash and cash equivalents 2,090 (9,029 ) 15,654 — 8,715 Cash and cash equivalents at beginning of year 23,999 9,029 22,304 — 55,332 Cash and cash equivalents at end of year $ 26,089 $ — $ 37,958 $ — $ 64,047 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS FOR THE FISCAL YEAR ENDED JANUARY 28, 2017 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Net sales $ 825,654 $ 1,692,093 $ 227,557 $ (165,916 ) $ 2,579,388 Cost of goods sold 583,131 938,169 129,410 (133,313 ) 1,517,397 Gross profit 242,523 753,924 98,147 (32,603 ) 1,061,991 Selling and administrative expenses 227,149 690,292 57,757 (32,603 ) 942,595 Restructuring and other special charges, net 15,333 433 7,638 — 23,404 Operating earnings 41 63,199 32,752 — 95,992 Interest (expense) income (14,291 ) (9 ) 569 — (13,731 ) Other income 14,993 — — — 14,993 Intercompany interest income (expense) 8,888 (9,033 ) 145 — — Earnings before income taxes 9,631 54,157 33,466 — 97,254 Income tax provision (5,075 ) (20,084 ) (6,009 ) — (31,168 ) Equity in earnings (loss) of subsidiaries, net of tax 61,102 — (2,422 ) (58,680 ) — Net earnings 65,658 34,073 25,035 (58,680 ) 66,086 Less: Net earnings attributable to noncontrolling interests — — 428 — 428 Net earnings attributable to Caleres, Inc. $ 65,658 $ 34,073 $ 24,607 $ (58,680 ) $ 65,658 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE FISCAL YEAR ENDED JANUARY 28, 2017 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Net earnings $ 65,658 $ 34,073 $ 25,035 $ (58,680 ) $ 66,086 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment — — 1,045 — 1,045 Pension and other postretirement benefits adjustments (24,790 ) — 62 — (24,728 ) Derivative financial instruments 181 — (1,115 ) — (934 ) Other comprehensive income from investment in subsidiaries 39 — — (39 ) — Other comprehensive loss, net of tax (24,570 ) — (8 ) (39 ) (24,617 ) Comprehensive income 41,088 34,073 25,027 (58,719 ) 41,469 Comprehensive income attributable to noncontrolling interests — — 381 — 381 Comprehensive income attributable to Caleres, Inc. $ 41,088 $ 34,073 $ 24,646 $ (58,719 ) $ 41,088 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED JANUARY 28, 2017 Non-Guarantors ($ thousands) Parent Guarantors Eliminations Total Net cash provided by operating activities $ 66,800 $ 71,781 $ 45,041 $ — $ 183,622 Investing activities Purchases of property and equipment (4,769 ) (41,606 ) (4,148 ) — (50,523 ) Capitalized software (5,521 ) (3,481 ) (37 ) — (9,039 ) Acquisition cost, net of cash received (259,932 ) — — — (259,932 ) Intercompany investing (3,257 ) 3,257 — — — Net cash used for investing activities (273,479 ) (41,830 ) (4,185 ) — (319,494 ) Financing activities Borrowings under revolving credit agreement 623,000 — — — 623,000 Repayments under revolving credit agreement (513,000 ) — — — (513,000 ) Dividends paid (12,104 ) — — — (12,104 ) Acquisition of treasury stock (23,139 ) — — — (23,139 ) Issuance of common stock under share-based plans, net (4,188 ) — — — (4,188 ) Excess tax benefit related to share-based plans 2,251 — — — 2,251 Intercompany financing 126,858 (20,922 ) (105,936 ) — — Net cash provided by (used for) financing activities 199,678 (20,922 ) (105,936 ) — 72,820 Effect of exchange rate changes on cash and cash equivalents — — 233 — 233 (Decrease) increase in cash and cash equivalents (7,001 ) 9,029 (64,847 ) — (62,819 ) Cash and cash equivalents at beginning of year 31,000 — 87,151 — 118,151 Cash and cash equivalents at end of year $ 23,999 $ 9,029 $ 22,304 $ — $ 55,332 |