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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended October 28, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to

Commission File No. 1-3083

Genesco Inc.

(Exact name of registrant as specified in its charter)

Tennessee

62-0211340

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

 

 

535 Marriott Drive

 

37214

Nashville,

Tennessee

 

(Zip Code)

(Address of principal executive offices)

 

 

 

Registrant's telephone number, including area code: (615) 367-7000

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, $1.00 par value

GCO

New York Stock Exchange

 

 

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 report), and (2) has been subject to such filing requirements for the past 90 days. Yes No

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). Yes No

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

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 No

As of November 24, 2023, there were 11,489,017 shares of the registrant's common stock outstanding.

 


 

INDEX

 

Part I. Financial Information

Item 1. Financial Statements:

Condensed Consolidated Balance Sheets - October 28, 2023, January 28, 2023 and October 29, 2022

4

Condensed Consolidated Statements of Operations - Three and Nine Months ended October 28, 2023 and October 29, 2022

5

Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months ended October 28, 2023 and October 29, 2022

6

Condensed Consolidated Statements of Cash Flows - Nine Months ended October 28, 2023 and October 29, 2022

7

Condensed Consolidated Statements of Equity - Three and Nine Months ended October 28, 2023 and October 29, 2022

8

Notes to Condensed Consolidated Financial Statements

9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3. Quantitative and Qualitative Disclosures about Market Risk

22

Item 4. Controls and Procedures

22

Part II. Other Information

23

Item 1. Legal Proceedings

23

Item 1A. Risk Factors

23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

23

Item 5. Other Information

23

Item 6. Exhibits

24

Signature

25

 

 

 

2


 

cautionary notice regarding forward-looking statements

Statements in this Quarterly Report on Form 10-Q include certain forward-looking statements, which include statements regarding our intent, belief or expectations and all statements other than those made solely with respect to historical fact. Actual results could differ materially from those reflected by the forward-looking statements in this Quarterly Report on Form 10-Q and a number of factors may adversely affect the forward-looking statements and our future results, liquidity, capital resources or prospects. These include, but are not limited to, adjustments to projections reflected in forward-looking statements, including those resulting from weakness in store and shopping mall traffic, restrictions on operations imposed by government entities and/or landlords, changes in public safety and health requirements and limitations on our ability to adequately staff and operate stores. Differences from expectations could also result from our ability to obtain from suppliers products that are in-demand on a timely basis and effectively manage disruptions in product supply or distribution, including disruptions as a result of pandemics or geopolitical events; the level of consumer spending on our merchandise and interest in our brands and in general; the level and timing of promotional activity necessary to maintain inventories at appropriate levels; our ability to pass on price increases to our customers; the timing and amount of any share repurchases by us; the imposition of tariffs on products imported by us or our vendors as well as the ability and costs to move production of products in response to tariffs; unfavorable trends in fuel costs, foreign exchange rates, foreign labor and material costs; a disruption in shipping or increase in cost of our imported products, and other factors affecting the cost of products; our dependence on third-party vendors and licensors for the products we sell; our ability to renew our license agreements; impacts of the Russia-Ukraine war, and other sources of market weakness in the U.K. and the Republic of Ireland; the effectiveness of our omni-channel initiatives; costs associated with changes in minimum wage and overtime requirements; wage pressure in the U.S. and the U.K.; labor shortages; the effects of inflation; the evolving regulatory landscape related to our use of social media; the establishment and protection of our intellectual property; weakness in the consumer economy and retail industry; competition and fashion trends in our markets, including trends with respect to the popularity of casual and dress footwear; any failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses; risks related to the potential for terrorist events; store closures and effects on the business as a result of civil disturbances; changes in buying patterns by significant wholesale customers; changes in consumer preferences; our ability to continue to complete and integrate acquisitions; our ability to expand our business and diversify our product base; impairment of goodwill in connection with acquisitions; payment related risks that could increase our operating cost, expose us to fraud or theft, subject us to potential liability and disrupt our business; retained liabilities associated with divestitures of businesses including potential liabilities under leases as the prior tenant or as a guarantor of certain leases; and changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons. Additional factors that could cause differences from expectations include the ability to secure allocations to refine product assortments to address consumer demand; the ability to renew leases in existing stores and control or lower occupancy costs, to open or close stores in the number and on the planned schedule, and to conduct required remodeling or refurbishment on schedule and at expected expense levels; our ability to realize anticipated cost savings, including rent savings; our ability to make our occupancy costs more variable, realize any anticipated tax benefits in both the amount and timeframe anticipated, and achieve expected digital gains and gain market share; deterioration in the performance of individual businesses or of our market value relative to our book value, resulting in impairments of fixed assets, operating lease right of use assets or intangible assets or other adverse financial consequences and the timing and amount of such impairments or other consequences; unexpected changes to the market for our shares or for the retail sector in general; our ability to meet our sustainability, stewardship, emission and diversity, equity and inclusion related ESG projections, goals and commitments; costs and reputational harm as a result of disruptions in our business or information technology systems either by security breaches and incidents or by potential problems associated with the implementation of new or upgraded systems, and the cost and outcome of litigation, investigations, disputes and environmental matters that involve us. For a full discussion of risk factors, see Item 1A, "Risk Factors".

Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, which should be read in conjunction with the forward-looking statements in this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

The events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. As a result, our actual results may differ materially from the results contemplated by these forward-looking statements.

We maintain a website at www.genesco.com where investors and other interested parties may obtain, free of charge, press releases and other information as well as gain access to our periodic filings with the Securities and Exchange Commission (“SEC”). The information contained on this website should not be considered to be a part of this or any other report filed with or furnished to the SEC.

3


 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

 

Genesco Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

 

Assets

 

October 28, 2023

 

 

January 28, 2023

 

 

October 29, 2022

 

Current Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

21,691

 

 

$

47,990

 

 

$

32,113

 

Accounts receivable, net of allowances of $4,836 at October 28, 2023,

 

 

 

 

 

 

 

 

 

   $3,710 at January 28, 2023 and $5,910 at October 29, 2022

 

 

56,934

 

 

 

40,818

 

 

 

48,670

 

Inventories

 

 

516,735

 

 

 

458,017

 

 

 

563,490

 

Prepaids and other current assets

 

 

43,350

 

 

 

25,844

 

 

 

37,575

 

Total current assets

 

 

638,710

 

 

 

572,669

 

 

 

681,848

 

Property and equipment, net

 

 

245,009

 

 

 

233,733

 

 

 

221,207

 

Operating lease right of use assets

 

 

459,524

 

 

 

470,991

 

 

 

483,403

 

Non-current prepaid income taxes

 

 

55,632

 

 

 

54,111

 

 

 

52,319

 

Goodwill

 

 

9,283

 

 

 

38,123

 

 

 

37,903

 

Other intangibles

 

 

26,442

 

 

 

27,430

 

 

 

26,208

 

Deferred income taxes

 

 

33,163

 

 

 

28,563

 

 

 

12,168

 

Other noncurrent assets

 

 

25,168

 

 

 

30,806

 

 

 

21,937

 

Total Assets

 

 

1,492,931

 

 

 

1,456,426

 

 

 

1,536,993

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

186,683

 

 

 

144,998

 

 

 

223,404

 

Current portion - long-term debt

 

 

 

 

 

 

 

 

3,484

 

Current portion - operating lease liabilities

 

 

134,850

 

 

 

134,458

 

 

 

136,294

 

Other accrued liabilities

 

 

75,631

 

 

 

81,327

 

 

 

82,193

 

Total current liabilities

 

 

397,164

 

 

 

360,783

 

 

 

445,375

 

Long-term debt

 

 

128,163

 

 

 

44,858

 

 

 

85,904

 

Long-term operating lease liabilities

 

 

387,347

 

 

 

401,113

 

 

 

413,096

 

Other long-term liabilities

 

 

43,299

 

 

 

42,706

 

 

 

33,275

 

Total liabilities

 

 

955,973

 

 

 

849,460

 

 

 

977,650

 

Commitments and contingent liabilities

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Non-redeemable preferred stock

 

 

812

 

 

 

815

 

 

 

817

 

Common equity:

 

 

 

 

 

 

 

 

 

Common stock, $1 par value:

 

 

 

 

 

 

 

 

 

Authorized: 80,000,000 shares

 

 

 

 

 

 

 

 

 

 Issued common stock

 

 

11,991

 

 

 

13,089

 

 

 

13,101

 

Additional paid-in capital

 

 

316,206

 

 

 

305,260

 

 

 

301,692

 

Retained earnings

 

 

269,576

 

 

 

346,870

 

 

 

307,921

 

Accumulated other comprehensive loss

 

 

(43,770

)

 

 

(41,211

)

 

 

(46,331

)

Treasury shares, at cost (488,464 shares)

 

 

(17,857

)

 

 

(17,857

)

 

 

(17,857

)

Total equity

 

 

536,958

 

 

 

606,966

 

 

 

559,343

 

Total Liabilities and Equity

 

$

1,492,931

 

 

$

1,456,426

 

 

$

1,536,993

 

 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

4


 

Genesco Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

October 28, 2023

 

 

October 29, 2022

 

Net sales

 

$

579,315

 

 

$

603,788

 

 

$

1,585,674

 

 

$

1,659,868

 

Cost of sales

 

 

300,890

 

 

 

309,981

 

 

 

828,921

 

 

 

860,303

 

Gross margin

 

 

278,425

 

 

 

293,807

 

 

 

756,753

 

 

 

799,565

 

Selling and administrative expenses

 

 

267,474

 

 

 

267,734

 

 

 

778,491

 

 

 

756,318

 

Goodwill impairment

 

 

 

 

 

 

 

 

28,453

 

 

 

 

Asset impairments and other, net

 

 

99

 

 

 

 

 

 

581

 

 

 

(154

)

Operating income (loss)

 

 

10,852

 

 

 

26,073

 

 

 

(50,772

)

 

 

43,401

 

Other components of net periodic benefit cost

 

 

148

 

 

 

50

 

 

 

388

 

 

 

198

 

Interest expense, net

 

 

2,207

 

 

 

906

 

 

 

6,241

 

 

 

1,608

 

Earnings (loss) from continuing operations before income taxes

 

 

8,497

 

 

 

25,117

 

 

 

(57,401

)

 

 

41,595

 

Income tax expense (benefit)

 

 

1,908

 

 

 

4,693

 

 

 

(13,483

)

 

 

8,551

 

Earnings (loss) from continuing operations

 

 

6,589

 

 

 

20,424

 

 

 

(43,918

)

 

 

33,044

 

Loss from discontinued operations, net of tax

 

 

(50

)

 

 

(48

)

 

 

(98

)

 

 

(78

)

Net Earnings (Loss)

 

$

6,539

 

 

$

20,376

 

 

$

(44,016

)

 

$

32,966

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.60

 

 

$

1.68

 

 

$

(3.87

)

 

$

2.61

 

Discontinued operations

 

 

0.00

 

 

 

0.00

 

 

 

(0.01

)

 

 

0.00

 

Net earnings (loss)

 

$

0.60

 

 

$

1.68

 

 

$

(3.88

)

 

$

2.61

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.60

 

 

$

1.66

 

 

$

(3.87

)

 

$

2.56

 

Discontinued operations

 

 

0.00

 

 

 

(0.01

)

 

 

(0.01

)

 

 

0.00

 

Net earnings (loss)

 

$

0.60

 

 

$

1.65

 

 

$

(3.88

)

 

$

2.56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

10,898

 

 

 

12,138

 

 

 

11,353

 

 

 

12,637

 

Diluted

 

 

10,972

 

 

 

12,326

 

 

 

11,353

 

 

 

12,901

 

 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

5


 

Genesco Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

October 28, 2023

 

 

October 29, 2022

 

Net earnings (loss)

 

$

6,539

 

 

$

20,376

 

 

$

(44,016

)

 

$

32,966

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Postretirement liability adjustments, net of tax

 

 

62

 

 

 

13

 

 

 

153

 

 

 

76

 

Foreign currency translation adjustments

 

 

(5,800

)

 

 

(4,420

)

 

 

(2,712

)

 

 

(9,999

)

Total other comprehensive loss

 

 

(5,738

)

 

 

(4,407

)

 

 

(2,559

)

 

 

(9,923

)

Comprehensive Income (Loss)

 

$

801

 

 

$

15,969

 

 

$

(46,575

)

 

$

23,043

 

 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

6


 

 

Genesco Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Nine Months Ended

 

 

 

October 28, 2023

 

 

October 29, 2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net earnings (loss)

 

$

(44,016

)

 

$

32,966

 

Adjustments to reconcile net earnings (loss) to net cash used in

 

 

 

 

 

 

operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

35,449

 

 

 

31,901

 

Deferred income taxes

 

 

(3,929

)

 

 

(10,728

)

Goodwill impairment

 

 

28,453

 

 

 

 

Impairment of long-lived assets

 

 

581

 

 

 

542

 

Share-based compensation expense

 

 

11,107

 

 

 

10,464

 

Other

 

 

1,225

 

 

 

999

 

Changes in working capital and other assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(16,958

)

 

 

(10,224

)

Inventories

 

 

(61,086

)

 

 

(293,904

)

Prepaids and other current assets

 

 

(17,718

)

 

 

33,133

 

Accounts payable

 

 

44,551

 

 

 

70,312

 

Other accrued liabilities

 

 

(3,454

)

 

 

(45,194

)

Other assets and liabilities

 

 

2,255

 

 

 

(64,237

)

Net cash used in operating activities

 

 

(23,540

)

 

 

(243,970

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Capital expenditures

 

 

(49,738

)

 

 

(39,845

)

Proceeds from asset sales

 

 

87

 

 

 

 

Net cash used in investing activities

 

 

(49,651

)

 

 

(39,845

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Borrowings under revolving credit facility

 

 

365,416

 

 

 

212,086

 

Payments on revolving credit facility

 

 

(282,083

)

 

 

(136,375

)

Shares repurchased related to share repurchase plan

 

 

(32,027

)

 

 

(77,470

)

Shares repurchased related to taxes for share-based awards

 

 

(2,249

)

 

 

(3,942

)

Change in overdraft balances

 

 

(1,847

)

 

 

4,052

 

Other

 

 

(12

)

 

 

2

 

Net cash provided by (used in) financing activities

 

 

47,198

 

 

 

(1,647

)

Effect of foreign exchange rate fluctuations on cash

 

 

(306

)

 

 

(2,950

)

Net decrease in cash and cash equivalents

 

 

(26,299

)

 

 

(288,412

)

Cash and cash equivalents at beginning of period

 

 

47,990

 

 

 

320,525

 

Cash and cash equivalents at end of period

 

$

21,691

 

 

$

32,113

 

Supplemental information:

 

 

 

 

 

 

Interest paid

 

$

5,711

 

 

$

1,276

 

Income taxes paid

 

 

5,487

 

 

 

33,941

 

Cash paid for amounts included in measurement of operating lease liabilities

 

 

130,468

 

 

 

135,116

 

Operating lease assets obtained in exchange for new operating lease liabilities

 

 

111,105

 

 

 

71,598

 

 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

7


 

Genesco Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(In thousands)

 

 

Non-
Redeemable
Preferred
Stock

 

Common
Stock

 

Additional
Paid-In
Capital

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Treasury
Shares

 

Total
Equity

 

Balance January 29, 2022

$

827

 

$

14,256

 

$

291,444

 

$

350,206

 

$

(36,408

)

$

(17,857

)

$

602,468

 

Net earnings

 

 

 

 

 

 

 

4,947

 

 

 

 

 

 

4,947

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

(3,817

)

 

 

 

(3,817

)

Share-based compensation expense

 

 

 

 

 

3,239

 

 

 

 

 

 

 

 

3,239

 

Restricted stock issuance

 

 

 

78

 

 

(78

)

 

 

 

 

 

 

 

 

Shares repurchased

 

 

 

(104

)

 

 

 

(6,396

)

 

 

 

 

 

(6,500

)

Other

 

(9

)

 

(13

)

 

23

 

 

 

 

 

 

 

 

1

 

 Balance April 30, 2022

 

818

 

 

14,217

 

 

294,628

 

 

348,757

 

 

(40,225

)

 

(17,857

)

 

600,338

 

Net earnings

 

 

 

 

 

 

 

7,643

 

 

 

 

 

 

7,643

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

(1,699

)

 

 

 

(1,699

)

Share-based compensation expense

 

 

 

 

 

3,549

 

 

 

 

 

 

 

 

3,549

 

Restricted stock issuance

 

 

 

239

 

 

(239

)

 

 

 

 

 

 

 

 

Shares repurchased

 

 

 

(826

)

 

 

 

(44,596

)

 

 

 

 

 

(45,422

)

Restricted shares withheld for taxes

 

 

 

(72

)

 

72

 

 

(3,875

)

 

 

 

 

 

(3,875

)

Other

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

(1

)

Balance July 30, 2022

$

818

 

$

13,557

 

$

298,010

 

$

307,929

 

$

(41,924

)

$

(17,857

)

$

560,533

 

Net earnings

 

 

 

 

 

 

 

20,376

 

 

 

 

 

 

20,376

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

(4,407

)

 

 

 

(4,407

)

Share-based compensation expense

 

 

 

 

 

3,676

 

 

 

 

 

 

 

 

3,676

 

Restricted shares withheld for taxes

 

 

 

(2

)

 

2

 

 

(67

)

 

 

 

 

 

(67

)

Shares repurchased

 

 

 

(451

)

 

 

 

(20,317

)

 

 

 

 

 

(20,768

)

Other

 

(1

)

 

(3

)

 

4

 

 

 

 

 

 

 

 

 

Balance October 29, 2022

$

817

 

$

13,101

 

$

301,692

 

$

307,921

 

$

(46,331

)

$

(17,857

)

$

559,343

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-
Redeemable
Preferred
Stock

 

Common
Stock

 

Additional
Paid-In
Capital

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Treasury
Shares

 

Total
Equity

 

Balance January 28, 2023

$

815

 

$

13,089

 

$

305,260

 

$

346,870

 

$

(41,211

)

$

(17,857

)

$

606,966

 

Net loss

 

 

 

 

 

 

 

(18,890

)

 

 

 

 

 

(18,890

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

474

 

 

 

 

474

 

Share-based compensation expense

 

 

 

 

 

3,772

 

 

 

 

 

 

 

 

3,772

 

Restricted stock issuance

 

 

 

234

 

 

(234

)

 

 

 

 

 

 

 

 

Restricted shares withheld for taxes

 

 

 

(13

)

 

13

 

 

(449

)

 

 

 

 

 

(449

)

Shares repurchased

 

 

 

(255

)

 

 

 

(8,915

)

 

 

 

 

 

(9,170

)

Other

 

(3

)

 

(3

)

 

6

 

 

(78

)

 

 

 

 

 

(78

)

Balance April 29, 2023

 

812

 

 

13,052

 

 

308,817

 

 

318,538

 

 

(40,737

)

 

(17,857

)

 

582,625

 

Net loss

 

 

 

 

 

 

 

(31,665

)

 

 

 

 

 

(31,665

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

2,705

 

 

 

 

2,705

 

Share-based compensation expense

 

 

 

 

 

4,153

 

 

 

 

 

 

 

 

4,153

 

Restricted stock issuance

 

 

 

40

 

 

(40

)

 

 

 

 

 

 

 

 

Shares repurchased

 

 

 

(1,006

)

 

 

 

(21,851

)

 

 

 

 

 

(22,857

)

Restricted shares withheld for taxes

 

 

 

(72

)

 

72

 

 

(1,756

)

 

 

 

 

 

(1,756

)

Other

 

 

 

(18

)

 

17

 

 

(185

)

 

 

 

 

 

(186

)

Balance July 29, 2023

$

812

 

$

11,996

 

$

313,019

 

$

263,081

 

$

(38,032

)

$

(17,857

)

$

533,019

 

Net earnings

 

 

 

 

 

 

 

6,539

 

 

 

 

 

 

6,539

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

(5,738

)

 

 

 

(5,738

)

Share-based compensation expense

 

 

 

 

 

3,182

 

 

 

 

 

 

 

 

3,182

 

Restricted shares withheld for taxes

 

 

 

(1

)

 

1

 

 

(44

)

 

 

 

 

 

(44

)

Other

 

 

 

(4

)

 

4

 

 

 

 

 

 

 

 

 

Balance October 28, 2023

$

812

 

$

11,991

 

$

316,206

 

$

269,576

 

$

(43,770

)

$

(17,857

)

$

536,958

 

 

 

 

 

 

 

 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

8


Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Note 1

Summary of Significant Accounting Policies

Basis of Presentation

These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and Notes for Fiscal 2023, which are contained in our Annual Report on Form 10-K as filed with the SEC on March 22, 2023. The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending February 3, 2024 ("Fiscal 2024"), which is a 53-week year, and of the fiscal year ended January 28, 2023 ("Fiscal 2023"). All subsidiaries are consolidated in the Condensed Consolidated Financial Statements. All significant intercompany transactions and accounts have been eliminated. The results of operations for any interim period are not necessarily indicative of results for the full year. The Condensed Consolidated Financial Statements and the related Notes have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The Condensed Consolidated Balance Sheet as of January 28, 2023 has been derived from the audited financial statements at that date.

Nature of Operations

Genesco Inc. and its subsidiaries (collectively the "Company", "Genesco," "we", "our", or "us") business includes the sourcing and design, marketing and distribution of footwear and accessories through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys®, Journeys Kidz®, Little Burgundy® and Johnston & Murphy® banners and under the Schuh® banner in the United Kingdom (“U.K.”) and the Republic of Ireland (“ROI”); through e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, littleburgundyshoes.com, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com, johnstonmurphy.ca, nashvilleshoewarehouse.com and dockersshoes.com as well as catalogs. We also source, design, market and distribute footwear and accessories at wholesale, primarily under our Johnston & Murphy brand, the licensed Levi's® brand, the licensed Dockers® brand, the licensed G.H. Bass® brand and other brands that we license for footwear. At October 28, 2023, we operated 1,360 retail stores in the U.S., Puerto Rico, Canada, the U.K. and the ROI.

During the three and nine months ended October 28, 2023 and October 29, 2022, we operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys, Journeys Kidz and Little Burgundy retail footwear chains and e-commerce operations; (ii) Schuh Group, comprised of the Schuh retail footwear chain and e-commerce operations; (iii) Johnston & Murphy Group, comprised of Johnston & Murphy retail operations, e-commerce operations and wholesale distribution of products under the Johnston & Murphy brand; and (iv) Genesco Brands Group, comprised of the licensed Dockers, Levi's, and G.H. Bass brands, as well as other brands we license for footwear.

Selling and Administrative Expenses

Wholesale costs of distribution are included in selling and administrative expenses on the Condensed Consolidated Statements of Operations in the amount of $3.1 million and $3.7 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $9.1 million and $9.5 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

Retail occupancy costs recorded in selling and administrative expenses were $75.5 million and $77.5 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $228.3 million and $231.8 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

 

Advertising Costs

Advertising costs were $33.6 million and $31.3 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $85.3 million and $81.4 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

Vendor Allowances

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $2.5 million and $5.0 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $9.1 million and $11.7 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively. During the first nine months of each of Fiscal 2024 and Fiscal 2023, our cooperative advertising reimbursements received were not in excess of the costs incurred.

9


Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Note 1

Summary of Significant Accounting Policies, Continued

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, "Segment Reporting (Topic 280)". This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We plan to adopt ASU No. 2023-07 on the effective date and do not expect the adoption to have a material impact on our Consolidated Financial Statements.

We continuously monitor and review all current accounting pronouncements and standards from the FASB of U.S. GAAP for applicability to our operations and financial reporting. As of October 28, 2023, there were no other new pronouncements or interpretations that had or were expected to have a significant impact on our financial reporting.

Note 2

Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment were as follows:

 

(In thousands)

 

Journeys
Group

 

 

Genesco
Brands
Group

 

 

Total
Goodwill

 

Balance, January 28, 2023

 

$

9,662

 

 

$

28,461

 

 

$

38,123

 

Impairment

 

 

 

 

 

(28,453

)

 

 

(28,453

)

Effect of foreign currency exchange rates

 

 

(379

)

 

 

(8

)

 

 

(387

)

Balance, October 28, 2023

 

$

9,283

 

 

$

 

 

$

9,283

 

Goodwill Valuation (Genesco Brands Group)

Due to an ongoing dispute with a Genesco Brands Group licensor regarding renewal of their current license in the normal course which has not yet been resolved and based on the requirements of ASC 350, “Intangibles - Goodwill and Other,” we identified indicators of impairment in the second quarter of Fiscal 2024. When indicators of impairment are present on an interim basis, we must assess whether it is "more likely than not" (i.e., a greater than 50% chance) that an impairment has occurred. Due to the identified indicators of impairment in the second quarter of Fiscal 2024, we determined that it was "more likely than not" that an impairment had occurred and performed a full valuation of our Togast reporting unit. Consistent with our annual valuation, our analyses included preparing an income approach and a market approach model. These updated models utilize financial forecasts which exclude cash flows for the disputed license beyond completion of the current contract term. Based upon the results of these analyses, we concluded the goodwill attributed to Togast was fully impaired. As a result, the Company recorded a non-cash impairment charge of $28.5 million in the second quarter of Fiscal 2024.

Other intangibles by major classes were as follows:

 

 

 

Trademarks

 

Customer Lists

 

 

Other

 

 

Total

 

(In thousands)

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

Gross other intangibles

 

$

23,514

 

 

$

24,077

 

$

6,445

 

 

$

6,475

 

 

$

400

 

 

$

400

 

 

$

30,359

 

 

$

30,952

 

Accumulated amortization

 

 

 

 

 

 

 

(3,517

)

 

 

(3,122

)

 

 

(400

)

 

 

(400

)

 

 

(3,917

)

 

 

(3,522

)

Net Other Intangibles

 

$

23,514

 

 

$

24,077

 

$

2,928

 

 

$

3,353

 

 

$

 

 

$

 

 

$

26,442

 

 

$

27,430

 

 

 

10


Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Note 3

Inventories

 

Inventories

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

Wholesale finished goods

 

$

61,571

 

 

$

84,209

 

Retail merchandise

 

 

455,164

 

 

 

373,808

 

Total Inventories

 

$

516,735

 

 

$

458,017

 

 

Note 4

Fair Value

Fair Value of Financial Instruments

The carrying amounts and fair values of our financial instruments at October 28, 2023 and January 28, 2023 are as follows:

 

Fair Values

 

 

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

 

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

U.S. Revolver Borrowings

 

$

122,101

 

 

$

122,465

 

 

$

30,000

 

 

$

30,219

 

U.K. Revolver Borrowings

 

 

6,062

 

 

 

6,064

 

 

 

14,858

 

 

 

14,864

 

Total Long-Term Debt

 

$

128,163

 

 

$

128,529

 

 

$

44,858

 

 

$

45,083

 

 

Debt fair values were determined using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified in Level 2 within the fair value hierarchy.

 

As of October 28, 2023, we have $0.8 million of long-lived assets held and used which were measured using Level 3 inputs within the fair value hierarchy. As of October 28, 2023, we have $5.8 million of investments held and used which were measured using Level 1 inputs within the fair value hierarchy.

 

Note 5

Earnings Per Share

Weighted-average number of shares used to calculate earnings per share are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(Shares in thousands)

 

October 28, 2023

 

 

October 29, 2022

 

 

October 28, 2023

 

 

October 29, 2022

 

Weighted-average number of shares - basic

 

 

10,898

 

 

 

12,138

 

 

 

11,353

 

 

 

12,637

 

Common stock equivalents

 

 

74

 

 

 

188

 

 

 

-

 

 

 

264

 

Weighted-average number of shares - diluted

 

 

10,972

 

 

 

12,326

 

 

 

11,353

 

 

 

12,901

 

Common stock equivalents of 120,000 shares are excluded for the nine months ended October 28, 2023 due to the loss from continuing operations because to do so would be anti-dilutive.

We did not repurchase any shares during the third quarter of Fiscal 2024. We repurchased 1,261,295 shares during the first nine months of Fiscal 2024 at a cost of $32.0 million, or $25.39 per share. We have $52.1 million remaining as of October 28, 2023 under our expanded share repurchase authorization announced in June 2023. We repurchased 451,343 shares during the third quarter of Fiscal 2023 at a cost of $20.8 million, or $46.01 per share, and repurchased 1,380,272 shares during the first nine months of Fiscal 2023 at a cost of $72.7 million, or $52.66 per share. We accrued $4.8 million of share repurchases in the fourth quarter of Fiscal 2022 due to timing of the cash settlement which is included on the

11


Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Note 5

Earnings Per Share, Continued

Condensed Consolidated Statements of Cash Flows for the nine months ended October 29, 2022. During the fourth quarter of Fiscal 2024, through December 6, 2023, we have not repurchased any shares.

Note 6

Long-Term Debt

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

U.S. revolver borrowings

 

$

122,101

 

 

$

30,000

 

U.K. revolver borrowings

 

 

6,062

 

 

 

14,858

 

Total long-term debt

 

 

128,163

 

 

 

44,858

 

Current portion

 

 

 

 

 

 

Total Noncurrent Portion of Long-Term Debt

 

$

128,163

 

 

$

44,858

 

 

The revolver borrowings outstanding under the Credit Facility as of October 28, 2023 included $117.2 million U.S. revolver borrowings and $4.9 million (C$6.8 million) related to GCO Canada ULC. In addition, revolver borrowings outstanding under the Facility Agreement were $6.1 million (£5.0 million). We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Agreement as of October 28, 2023. Excess availability under the Credit Facility was $203.4 million at October 28, 2023.

 

Note 7

Legal Proceedings

Environmental Matters

The Company has legacy obligations including environmental monitoring and reporting costs related to: (i) a 2016 Consent Judgment entered into with the United States Environmental Protection Agency involving the site of a knitting mill operated by a former subsidiary from 1965 to 1969 in Garden City, New York; and (ii) a 2010 Consent Decree with the Michigan Department of Natural Resources and Environment relating to our former Volunteer Leather Company facility in Whitehall, Michigan. We do not expect that future obligations related to either of these sites will have a material effect on our consolidated financial condition or results of operations.

 

Accrual for Environmental Contingencies

Related to all outstanding environmental contingencies, we had accrued $1.6 million as of October 28, 2023, $1.7 million as of January 28, 2023 and $1.4 million as of October 29, 2022. All such provisions reflect our estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made. There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions. Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Condensed Consolidated Balance Sheets because they relate to former facilities operated by us. We have made pretax accruals for certain of these contingencies which were not material for the third quarter of Fiscal 2024 or Fiscal 2023. These charges are included in loss from discontinued operations, net in the Condensed Consolidated Statements of Operations and represent changes in estimates.

In addition to the matters specifically described in this Note, we are a party to other legal and regulatory proceedings and claims arising in the ordinary course of our business. While management does not believe that our liability with respect to any of these other matters is likely to have a material effect on our condensed consolidated financial statements, legal proceedings are subject to inherent uncertainties, and unfavorable rulings could have a material adverse impact on our condensed consolidated financial statements.

 

Note 8

Commitments

 

As part of our Genesco Brands Group business, we have a commitment to Samsung C&T America, Inc. (“Samsung”) related to the ultimate sale and valuation of inventories owned by Samsung. If product is sold below Samsung’s cost, we are required to pay to Samsung the difference between the sales price and its cost. At October 28, 2023, the inventory owned by Samsung had a historical cost of $14.4 million. As of October 28, 2023, we believe that we have appropriately accounted for any differences between the fair value of the Samsung inventory and Samsung's historical cost.

12


Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Note 9

Business Segment Information

 

Three Months Ended October 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

349,367

 

$

118,129

 

$

81,414

 

$

32,907

 

$

 

$

581,817

 

Intercompany sales

 

 

 

 

 

(3

)

 

(2,499

)

 

 

 

(2,502

)

Net sales to external customers(1)

 

349,367

 

 

118,129

 

 

81,411

 

 

30,408

 

 

 

 

579,315

 

Segment operating income (loss)

 

11,975

 

 

5,484

 

 

2,706

 

 

(1,560

)

 

(7,654

)

 

10,951

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

99

 

 

99

 

Operating income (loss)

 

11,975

 

 

5,484

 

 

2,706

 

 

(1,560

)

 

(7,753

)

 

10,852

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

148

 

 

148

 

Interest expense, net

 

 

 

 

 

 

 

 

 

2,207

 

 

2,207

 

Earnings (loss) from continuing operations before income taxes

$

11,975

 

$

5,484

 

$

2,706

 

$

(1,560

)

$

(10,108

)

$

8,497

 

Total assets (3)

$

798,968

 

$

213,036

 

$

185,179

 

$

52,170

 

$

243,578

 

$

1,492,931

 

Depreciation and amortization

 

8,078

 

 

1,566

 

 

1,365

 

 

265

 

 

1,056

 

 

12,330

 

Capital expenditures

 

8,235

 

 

3,380

 

 

1,975

 

 

710

 

 

140

 

 

14,440

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 80% and 20%, respectively, of our net sales in the third quarter of Fiscal 2024.

(2) Asset impairments and other includes a $0.1 million charge for asset impairments in Journeys Group.

(3) Of our $704.5 million of long-lived assets, $87.9 million and $12.9 million relate to long-lived assets in the U.K. and Canada, respectively.

 

Three Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

380,619

 

$

104,809

 

$

79,614

 

$

40,661

 

$

 

$

605,703

 

Intercompany sales

 

 

 

 

 

 

 

(1,915

)

 

 

 

(1,915

)

Net sales to external customers(1)

 

380,619

 

 

104,809

 

 

79,614

 

 

38,746

 

 

 

 

603,788

 

Operating income (loss)

 

27,083

 

 

5,912

 

 

3,494

 

 

(1,927

)

 

(8,489

)

 

26,073

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

50

 

 

50

 

Interest expense, net

 

 

 

 

 

 

 

 

 

906

 

 

906

 

Earnings (loss) from continuing operations before income taxes

$

27,083

 

$

5,912

 

$

3,494

 

$

(1,927

)

$

(9,445

)

$

25,117

 

Total assets (2)

$

841,021

 

$

206,996

 

$

193,039

 

$

72,586

 

$

223,351

 

$

1,536,993

 

Depreciation and amortization

 

6,849

 

 

1,485

 

 

1,092

 

 

214

 

 

1,032

 

 

10,672

 

Capital expenditures

 

4,638

 

 

2,405

 

 

1,719

 

 

370

 

 

1,708

 

 

10,840

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 83% and 17%, respectively, of our net sales for the third quarter of Fiscal 2023.

(2) Of our $704.6 million of long-lived assets, $89.3 million and $18.5 million relate to long-lived assets in the U.K. and Canada, respectively.

13


Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Note 9

Business Segment Information, Continued

 

Nine Months Ended October 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 



(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

908,832

 

$

334,033

 

$

241,832

 

$

104,232

 

$

 

$

1,588,929

 

Intercompany sales

 

 

 

 

 

(9

)

 

(3,246

)

 

 

 

(3,255

)

Net sales to external customers(1)

 

908,832

 

 

334,033

 

 

241,823

 

 

100,986

 

 

 

 

1,585,674

 

Segment operating income (loss)

 

(21,265

)

 

12,110

 

 

10,178

 

 

259

 

 

(23,020

)

 

(21,738

)

Goodwill impairment(2)

 

-

 

 

-

 

 

-

 

 

-

 

 

28,453

 

 

28,453

 

Asset impairments and other(3)

 

 

 

 

 

 

 

 

 

581

 

 

581

 

Operating income (loss)

 

(21,265

)

 

12,110

 

 

10,178

 

 

259

 

 

(52,054

)

 

(50,772

)

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

388

 

 

388

 

Interest expense, net

 

 

 

 

 

 

 

 

 

6,241

 

 

6,241

 

Earnings (loss) from continuing
   operations before income taxes

$

(21,265

)

$

12,110

 

$

10,178

 

$

259

 

$

(58,683

)

$

(57,401

)

Depreciation and amortization

$

23,235

 

$

4,751

 

$

3,622

 

$

669

 

$

3,172

 

$

35,449

 

Capital expenditures

 

32,447

 

 

9,376

 

 

5,277

 

 

1,788

 

 

850

 

 

49,738

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 79% and 21%, respectively, of our net sales in the first nine months of Fiscal 2024.

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.

(3) Asset impairments and other includes a $0.6 million charge for asset impairments in Journeys Group.

 

Nine Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 



(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

1,016,396

 

$

294,486

 

$

225,448

 

$

126,442

 

$

 

$

1,662,772

 

Intercompany sales

 

 

 

 

 

 

 

(2,904

)

 

 

 

(2,904

)

Net sales to external customers(1)

 

1,016,396

 

 

294,486

 

 

225,448

 

 

123,538

 

 

 

$

1,659,868

 

Segment operating income (loss)

 

51,235

 

 

5,260

 

 

7,256

 

 

2,551

 

 

(23,055

)

$

43,247

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

(154

)

 

(154

)

Operating income (loss)

 

51,235

 

 

5,260

 

 

7,256

 

 

2,551

 

 

(22,901

)

 

43,401

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

198

 

 

198

 

Interest expense

 

 

 

 

 

 

 

 

 

1,608

 

 

1,608

 

Earnings (loss) from continuing
   operations before income taxes

$

51,235

 

$

5,260

 

$

7,256

 

$

2,551

 

$

(24,707

)

$

41,595

 

Depreciation and amortization

$

21,060

 

$

4,607

 

$

3,271

 

$

692

 

$

2,271

 

$

31,901

 

Capital expenditures

 

15,539

 

 

6,278

 

 

5,528

 

 

1,033

 

 

11,467

 

 

39,845

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 82% and 18%, respectively, of our net sales for the first nine months of Fiscal 2023.

(2) Asset impairments and other includes a $0.5 million charge for asset impairments, which includes $0.2 million in Journeys Group, $0.2 million in Schuh Group and $0.1 million in Genesco Brands Group, partially offset by a $0.7 million gain on the termination of the pension plan.

14


 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This section discusses management’s view of the financial condition, results of operations and cash flows of the Company. This section should be read in conjunction with the information contained in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, including the Risk Factors section, and information contained elsewhere in this Quarterly Report on Form 10-Q, including the Condensed Consolidated Financial Statements and notes to those financial statements. The results of operations for any interim period may not necessarily be indicative of the results that may be expected for any future interim period or the entire fiscal year.

Summary of Results of Operations

Our net sales decreased 4.1% to $579.3 million in the third quarter of Fiscal 2024 compared to $603.8 million in the third quarter of Fiscal 2023. The sales decrease compared to last year's third quarter was driven by decreased store sales in Journeys Group and decreased wholesale sales in Genesco Brands Group, partially offset by an 8% increase in comparable e-commerce sales for the total Company and a $7.8 million favorable impact in sales due to changes in foreign exchange rates. Warmer weather in October muted initial demand and delayed the start of the selling season for fall product and our branded businesses were impacted by disruptions related to the implementation of a new ERP system. In addition, ongoing inflationary pressures and economic uncertainty continued to impact discretionary spending behavior. Journeys Group sales decreased 8% and Genesco Brands Group sales decreased 22%, or an aggregate of $8.3 million, while Schuh Group sales increased 13% and Johnston & Murphy Group sales increased 2% for the third quarter of Fiscal 2024 compared to the third quarter of Fiscal 2023. Schuh's sales increased 5% on a local currency basis for the third quarter of Fiscal 2024. Total comparable sales decreased 4% for the third quarter of Fiscal 2024, with same store sales down 7% and comparable direct sales up 8%.

 

Gross margin decreased 5.2% to $278.4 million in the third quarter of Fiscal 2024 from $293.8 million in the third quarter of Fiscal 2023 and decreased as a percentage of net sales from 48.7% to 48.1%, reflecting decreased gross margin as a percentage of net sales in Journeys Group and Johnston & Murphy Group, partially offset by increased gross margin as a percentage of net sales in Schuh Group and Genesco Brands Group. The overall decrease in gross margin as a percentage of net sales reflects increased promotional activity at Journeys, including introductory coupons for its new loyalty program, more normalized markdowns and closeouts at Johnston & Murphy and increased shipping and warehouse expense in all retail businesses, reflecting increased warehouse costs and higher e-commerce penetration, partially offset by increased gross margin at Schuh reflecting reduced duties and freight from its new Ireland based distribution center as well as a more elevated product mix, and increased gross margin at Genesco Brands reflecting supply chain efficiencies and price increases.

Selling and administrative expenses in the third quarter of Fiscal 2024 were flat on a dollar basis compared to the third quarter of Fiscal 2023 but increased as a percentage of net sales from 44.3% to 46.2%, reflecting increased expenses as a percentage of net sales in all of our operating business units except Johnston & Murphy Group. The overall increase in expenses as a percentage of net sales reflects the deleverage of expenses, especially compensation, marketing and depreciation expenses, as a result of decreased revenue in the third quarter of Fiscal 2024.

Operating margin was 1.9% in the third quarter of Fiscal 2024 compared to 4.3% in the third quarter of Fiscal 2023 reflecting decreased operating margin in all of our operating business units. The decrease in operating margin for the third quarter this year compared to the third quarter last year was impacted by decreased net sales, decreased gross margin as a percentage of sales and increased expenses as percentage of net sales.

Earnings from continuing operations before income taxes (“pretax earnings”) for the third quarter of Fiscal 2024 was $8.5 million compared to $25.1 million for the third quarter of Fiscal 2023. Pretax earnings for the third quarter of Fiscal 2024 included asset impairment and other charges of $0.1 million for asset impairments.

We recorded an effective income tax rate of 22.5% and 18.7% in the third quarter of Fiscal 2024 and Fiscal 2023, respectively. The higher tax rate for the third quarter this year compared to the third quarter last year reflects that we are no longer subject to a valuation allowance in certain jurisdictions.

Net earnings in the third quarter of Fiscal 2024 were $6.5 million, or $0.60 diluted earnings per share, compared to $20.4 million, or $1.65 diluted earnings per share in the third quarter of Fiscal 2023.

Critical Accounting Estimates

We discuss our critical accounting estimates in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations", in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023. We describe our significant accounting policies in Note 1, "Summary of Significant Accounting Policies", of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023. There have been no other significant changes in our definition of significant accounting policies or critical accounting estimates since the end of Fiscal 2023.

15


 

 

Key Performance Indicators

In assessing the performance of our business, we consider a variety of performance and financial measures. The key performance indicators we use to evaluate the financial condition and operating performance of our business are comparable sales, net sales, gross margin, operating income and operating margin. These key performance indicators should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the U.S. GAAP financial measures presented herein. These measures may not be comparable to similarly titled performance indicators used by other companies.

Comparable Sales

We consider comparable sales to be an important indicator of our current performance, and investors may find it useful as such. Comparable sales results are important to achieve leveraging of our costs, including occupancy, selling salaries, depreciation, etc. Comparable sales also have a direct impact on our total net revenue, cash and working capital. We define "comparable sales" as sales from stores open longer than one year, beginning with the first day a store has comparable sales (which we refer to as "same store sales"), and sales from websites operated longer than one year and direct mail catalog sales (which we refer to in this report as "comparable direct sales"). Temporarily closed stores are excluded from the comparable sales calculation if closed for more than seven days. Expanded stores are excluded from the comparable sales calculation until the first day an expanded store has comparable prior year sales. Current year foreign exchange rates are applied to both current year and prior year comparable sales to achieve a consistent basis for comparison. We have disclosed comparable sales for the third quarter and first nine months of Fiscal 2024 and the third quarter of Fiscal 2023 but did not disclose comparable sales for the first nine months of Fiscal 2023 due to the impact of the COVID-19 pandemic and related extensive store closures during the first quarter of Fiscal 2022. We believe that overall sales is a more meaningful metric during the first nine months of Fiscal 2023.

Results of Operations – Third Quarter of Fiscal 2024 Compared to Third Quarter of Fiscal 2023

 

Journeys Group

 

 

Three Months Ended

 

 

 

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

%
Change

 

 

 

(dollars in thousands)

 

 

 

 

Net sales

 

$

349,367

 

 

$

380,619

 

 

 

(8.2

)%

Operating income

 

$

11,975

 

 

$

27,083

 

 

 

(55.8

)%

Operating margin

 

 

3.4

%

 

 

7.1

%

 

 

 

 

Net sales from Journeys Group decreased to $349.4 million in the third quarter of Fiscal 2024, compared to $380.6 million in the third quarter of Fiscal 2023 primarily due to a total comparable sales decrease of 8% driven by decreased store sales, partially offset by increased digital sales, and a 3% decrease in the average number of stores in the third quarter this year. We believe the Journeys consumer continues to be pressured by inflation and has chosen to conserve discretionary spending and primarily shop when the consumer has a specific item to purchase, continuing to trade down to lower price points and take advantage of the abundance of discounted athletic product elsewhere in the market. We did see the negative sales trends in the first half of the year sequentially improve in the third quarter this year. The changes we made across product mix resonated with our consumer and sales of high demand, must-have items were strong. However, this was not enough to offset the lack of newness and industry discounting in athletic or the unanticipated late start to fall selling due to the warmer weather in October. Our Journeys store closure plans are on track, with approximately 75% of the 100 planned doors closed through the end of the third quarter, and the remainder targeted to close by the end of Fiscal 2024. Journeys Group operated 1,080 stores at the end of the third quarter of Fiscal 2024, including 224 Journeys Kidz stores, 41 Journeys stores in Canada and 34 Little Burgundy stores in Canada, compared to 1,123 stores at the end of the third quarter of last year, including 230 Journeys Kidz stores, 45 Journeys stores in Canada and 35 Little Burgundy stores in Canada.

Journeys Group had operating income of $12.0 million in the third quarter of Fiscal 2024 compared to $27.1 million in the third quarter of Fiscal 2023. The decrease in operating income for Journeys Group was due to (i) decreased net sales, (ii) decreased gross margin as a percentage of net sales reflecting increased promotional activity, including introductory coupons for its new loyalty program, and increased shipping and warehouse expense and (iii) increased selling and administrative expenses as a percentage of net sales reflecting the deleverage of expenses, especially occupancy, depreciation, marketing and compensation expenses as a result of the decreased revenue in the third quarter of Fiscal 2024.

16


 

 

Schuh Group

 

 

Three Months Ended

 

 

 

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

%
Change

 

 

 

(dollars in thousands)

 

 

 

 

Net sales

 

$

118,129

 

 

$

104,809

 

 

 

12.7

%

Operating income

 

$

5,484

 

 

$

5,912

 

 

 

(7.2

)%

Operating margin

 

 

4.6

%

 

 

5.6

%

 

 

 

 

Net sales from Schuh Group increased to $118.1 million in the third quarter of Fiscal 2024 compared to $104.8 million in the third quarter of Fiscal 2023, primarily due to increased total comparable sales of 5% driven by a healthy back-to-school season with increased e-commerce and store sales and a favorable impact of $8.4 million in sales due to changes in foreign exchange rates. Schuh was impacted by a later start to fall selling due to the warmer weather in October. The strength of the Schuh business is broad based across stores and digital as their digital business continues to account for almost 40% of its sales in the third quarter of Fiscal 2024. Schuh's sales increased 5% on a local currency basis for the third quarter of Fiscal 2024. Schuh Group operated 124 stores at the end of the third quarter of Fiscal 2024, compared to 122 stores at the end of the third quarter of Fiscal 2023.

Schuh Group had operating income of $5.5 million in the third quarter of Fiscal 2024 compared to $5.9 million in the third quarter of Fiscal 2023. The decrease in operating income compared to last year reflects increased selling and administrative expenses as a percentage of net sales, reflecting increased performance-based compensation and compensation expenses and selling salaries, partially offset by decreased occupancy expense. In addition, operating income included a favorable impact of $0.4 million due to changes in foreign exchange rates compared to last year. Gross margin increased as a percentage of net sales reflecting reduced duties and freight from its new Ireland based distribution center as well as a more elevated product mix, which was partially offset by increased shipping and warehouse expense, reflecting higher e-commerce penetration and increased warehouse costs..

Johnston & Murphy Group

 

 

Three Months Ended

 

 

 

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

%
Change

 

 

 

(dollars in thousands)

 

 

 

 

Net sales

 

$

81,411

 

 

$

79,614

 

 

 

2.3

%

Operating income

 

$

2,706

 

 

$

3,494

 

 

 

(22.6

)%

Operating margin

 

 

3.3

%

 

 

4.4

%

 

 

 

 

Johnston & Murphy Group net sales increased to $81.4 million for the third quarter of Fiscal 2024 from $79.6 million for the third quarter of Fiscal 2023, primarily due to a 1% increase in comparable sales, reflecting increased e-commerce sales and wholesale sales, partially offset by decreased store sales. Johnston & Murphy sales for the third quarter of Fiscal 2024 were impacted by the implementation of a new ERP system along with warmer weather in October that delayed the start to the fall selling season. Johnston & Murphy has repositioned its business as a multi-category lifestyle brand. The brand's casual category as well as apparel and accessories continued to resonate well with its consumers. Retail operations accounted for 72.5% of Johnston & Murphy Group's sales in the third quarter of Fiscal 2024, down from 72.9% in the third quarter of Fiscal 2023. The store count for Johnston & Murphy retail operations at the end of the third quarter of Fiscal 2024 was 156 stores, including six stores in Canada, compared to 159 stores, including six stores in Canada, at the end of the third quarter of Fiscal 2023.

Johnston & Murphy Group had operating income of $2.7 million for the third quarter of Fiscal 2024 compared to $3.5 million in the third quarter of Fiscal 2023. The decrease in operating income compared to last year reflects decreased gross margin as a percentage of net sales, reflecting more normalized markdowns and closeouts and increased shipping and warehouse expense, reflecting increased warehouse costs. Selling and administrative expenses decreased as a percentage of net sales for the third quarter of Fiscal 2024, reflecting decreased performance-based compensation expense and occupancy expense, partially offset by increased marketing expense.

Genesco Brands Group

 

 

Three Months Ended

 

 

 

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

%
Change

 

 

 

(dollars in thousands)

 

 

 

 

Net sales

 

$

30,408

 

 

$

38,746

 

 

 

(21.5

)%

Operating loss

 

$

(1,560

)

 

$

(1,927

)

 

 

19.0

%

Operating margin

 

 

(5.1

)%

 

 

(5.0

)%

 

 

 

 

17


 

 

Genesco Brands' net sales decreased to $30.4 million for the third quarter of Fiscal 2024 from $38.7 million for the third quarter of Fiscal 2023 primarily due to an intentional strategy to pull back value channel sales.

 

Genesco Brands' operating loss improved to $1.6 million in the third quarter of Fiscal 2024 compared to $1.9 million in the third quarter of Fiscal 2023. The $0.4 million smaller operating loss was primarily due to increased gross margin as a percentage of net sales reflecting supply chain efficiencies and price increases. Selling and administrative expenses increased as a percentage of net sales in the third quarter of Fiscal 2024 reflecting the deleverage of expenses as a result of decreased revenue in the third quarter this year, partially offset by decreased royalty, marketing and other expenses.

Corporate, Interest Expenses and Other Charges

Corporate and other expense for the third quarter of Fiscal 2024 was $7.8 million compared to $8.5 million for the third quarter of Fiscal 2023. Corporate expense in the third quarter of Fiscal 2024 included $0.1 million charge in asset impairment and other charges for asset impairments. The corporate expense decrease, excluding asset impairment and other charges, primarily reflects a decrease in miscellaneous expenses in the third quarter this year compared to the third quarter last year.

Net interest expense increased $1.3 million to $2.2 million in the third quarter of Fiscal 2024 compared to net interest expense of $0.9 million in the third quarter of Fiscal 2023 primarily reflecting increased average borrowings and higher interest rates in the third quarter this year compared to the third quarter last year.

Results of Operations – Nine Months of Fiscal 2024 Compared to Nine Months of Fiscal 2023

Our net sales decreased 4.5% to $1.586 billion in the first nine months of Fiscal 2024 compared to $1.660 billion in the first nine months of Fiscal 2023. The sales decrease compared to last year's first nine months was driven by decreased store sales in Journeys Group and decreased wholesale sales, partially offset by a 10% increase in comparable e-commerce sales for the total Company, strong store performance at Schuh and Johnston & Murphy and a favorable impact of $2.6 million in sales due to changes in foreign exchange rates. Ongoing inflationary pressures and economic uncertainty continue to impact the discretionary spending behavior of our consumers. Journeys Group sales decreased 11% and Genesco Brands Group sales decreased 18%, or an aggregate of $22.6 million, while Schuh Group sales increased 13% and Johnston & Murphy Group sales increased 7% for the first nine months of Fiscal 2024 compared to the first nine months of Fiscal 2023. Schuh's sales increased 11% on a local currency basis for the first nine months of Fiscal 2024. Total comparable sales decreased 4% for the first nine months of Fiscal 2024, with same store sales down 7% and comparable direct sales up 10%.

 

Gross margin decreased 5.4% to $756.8 million in the first nine months of Fiscal 2024 from $799.6 million in the first nine months of Fiscal 2023 and decreased as a percentage of net sales from 48.2% to 47.7%, reflecting decreased gross margin as a percentage of net sales in Journeys Group, partially offset by an increase in gross margin as a percentage of net sales in all of our other operating business units. The overall decrease in gross margin as a percentage of net sales reflects increased promotional activity at Journeys and increased shipping and warehouse expense at Journeys and Johnston & Murphy, primarily reflecting increased warehouse costs, partially offset by a more elevated product mix at Schuh as well as reduced duties and freight from the new Ireland based distribution center, decreased air freight at Johnston & Murphy and supply chain efficiencies, favorable changes in product mix and increased prices at Genesco Brands.

 

Selling and administrative expenses in the first nine months of Fiscal 2024 increased 2.9% and increased as a percentage of net sales from 45.6% to 49.1%, reflecting increased expenses as a percentage of net sales in all operating business units except Johnston & Murphy Group. The overall increase in expenses as a percentage of net sales reflects the deleverage of expenses, especially compensation expense, marketing expense, occupancy expense and selling salaries as a result of decreased revenue in the first nine months of Fiscal 2024. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.

The pretax loss for the first nine months of Fiscal 2024 was $57.4 million compared to pretax earnings of $41.6 million for the first nine months of Fiscal 2023. The pretax loss for the first nine months of Fiscal 2024 included a non-cash goodwill impairment charge of $28.5 million and asset impairment and other charges of $0.6 million for asset impairments. Pretax earnings for the first nine months of Fiscal 2023 included an asset impairment and other gain of $0.2 million for a $0.7 million gain on the termination of the pension plan, partially offset by $0.5 million in asset impairments.

We recorded an effective income tax rate of 23.5% in the first nine months of Fiscal 2024 compared to 20.6% in the first nine months of Fiscal 2023. The higher tax rate for the first nine months this year compared to the same period last year reflects that we are no longer subject to a valuation allowance in certain jurisdictions.

The net loss in the first nine months of Fiscal 2024 was $44.0 million, or $3.88 diluted loss per share, compared to net earnings in the first nine months of Fiscal 2023 of $33.0 million, or $2.56 diluted earnings per share.

 

18


 

 

Journeys Group

 

 

Nine Months Ended

 

 

 

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

%
Change

 

 

 

(dollars in thousands)

 

 

 

 

Net sales

 

$

908,832

 

 

$

1,016,396

 

 

 

(10.6

)%

Operating income (loss)

 

$

(21,265

)

 

$

51,235

 

 

NM

 

Operating margin

 

 

(2.3

)%

 

 

5.0

%

 

 

 

 

Net sales from Journeys Group decreased to $908.8 million in the first nine months of Fiscal 2024, compared to $1.016 billion in the first nine months of Fiscal 2023 primarily due to a total comparable sales decrease of 10% driven by decreased store sales, partially offset by increased digital sales, and a 2% decrease in the average number of stores in the first nine months this year. We believe the Journeys consumer continues to be pressured by inflation and has chosen to conserve discretionary spending and primarily shop when the consumer has a specific item to purchase, continuing to trade down to lower price points and take advantage of the abundance of discounted athletic product elsewhere in the market. While we made changes to our product mix in the third quarter of Fiscal 2024, we will continue to work with our brands to reposition our product assortment at Journeys to meet the customer's appetite for newness.

Journeys Group had an operating loss of $21.3 million in the first nine months of Fiscal 2024 compared to operating income of $51.2 million in the first nine months of Fiscal 2023. The $72.5 million decrease in operating income for Journeys Group was due to (i) decreased net sales, (ii) decreased gross margin as a percentage of net sales primarily reflecting increased promotional activity and (iii) increased selling and administrative expenses as a percentage of net sales reflecting the deleverage of expenses, especially occupancy expense, selling salaries and compensation expense as a result of the decreased revenue in the first nine months of Fiscal 2024.

Schuh Group

 

 

Nine Months Ended

 

 

 

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

%
Change

 

 

 

(dollars in thousands)

 

 

 

 

Net sales

 

$

334,033

 

 

$

294,486

 

 

 

13.4

%

Operating income

 

$

12,110

 

 

$

5,260

 

 

 

130.2

%

Operating margin

 

 

3.6

%

 

 

1.8

%

 

 

 

 

Net sales from Schuh Group increased to $334.0 million in the first nine months of Fiscal 2024 compared to $294.5 million in the first nine months of Fiscal 2023, primarily due to increased total comparable sales of 11% driven by increased e-commerce and store sales and a favorable impact of $5.7 million in sales due to changes in foreign exchange rates. Schuh's sales increased 11% on a local currency basis for the first nine months of Fiscal 2024.

Schuh Group had operating income of $12.1 million in the first nine months of Fiscal 2024 compared to $5.3 million in the first nine months of Fiscal 2023. The increase in operating income for Schuh Group reflects (i) increased net sales and (ii) increased gross margin as a percentage of net sales reflecting an elevated product mix and reduced duties and freight as a result of the new Ireland based distribution center. In addition, operating income included a favorable impact of $0.9 million due to changes in foreign exchange rates compared to last year. Selling and administrative expenses as a percentage of net sales increased slightly, reflecting increased selling salaries and performance-based compensation expense, partially offset by decreased occupancy expense.

Johnston & Murphy Group

 

 

Nine Months Ended

 

 

 

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

%
Change

 

 

 

(dollars in thousands)

 

 

 

 

Net sales

 

$

241,823

 

 

$

225,448

 

 

 

7.3

%

Operating income

 

$

10,178

 

 

$

7,256

 

 

 

40.3

%

Operating margin

 

 

4.2

%

 

 

3.2

%

 

 

 

 

Johnston & Murphy Group net sales increased to $241.8 million for the first nine months of Fiscal 2024 from $225.4 million for the first nine months of Fiscal 2023, primarily due to a 10% increase in comparable sales, with increases in both store sales and e-commerce sales, partially offset by decreased wholesale sales. Johnston & Murphy has repositioned the brand to offer more casual and comfortable footwear and apparel, and it continues to resonate well with its consumers. Retail operations accounted for 75.4% of Johnston & Murphy Group's sales in the first nine months of Fiscal 2024, up from 73.0% in the first nine months of Fiscal 2023.

19


 

 

Johnston & Murphy Group had operating income of $10.2 million for the first nine months of Fiscal 2024 compared to $7.3 million in the first nine months of Fiscal 2023. The increase was primarily due to (i) increased net sales, (ii) increased gross margin as a percentage of net sales reflecting a decrease in air freight, partially offset by increased warehouse costs, retail markdowns and increased inventory reserves and (iii) decreased selling and administrative expenses reflecting greater leverage of expenses as a result of revenue growth, especially occupancy expense and performance-based compensation, partially offset by increased marketing and compensation expenses.

Genesco Brands Group

 

 

Nine Months Ended

 

 

 

 

 

 

October 28, 2023

 

 

October 29, 2022

 

 

%
Change

 

 

 

(dollars in thousands)

 

 

 

 

Net sales

 

$

100,986

 

 

$

123,538

 

 

 

(18.3

)%

Operating income

 

$

259

 

 

$

2,551

 

 

 

(89.8

)%

Operating margin

 

 

0.3

%

 

 

2.1

%

 

 

 

 

Genesco Brands' net sales decreased to $101.0 million for the first nine months of Fiscal 2024 from $123.5 million for the first nine months of Fiscal 2023 primarily due to higher sell-in in the first half of the prior year as retailers were replenishing inventory due to supply chain constraints as well as an intentional strategy to pull back value channel sales.

 

Genesco Brands' operating income decreased to $0.3 million in the first nine months of Fiscal 2024 compared to $2.6 million in the first nine months of Fiscal 2023. The decrease in operating income was primarily due to (i) decreased net sales and (ii) increased selling and administrative expenses as a percentage of net sales in the first nine months of Fiscal 2024 reflecting deleverage of expenses as a result of decreased revenue in the first nine months of Fiscal 2024. Gross margin increased as a percentage of net sales for the first nine months of Fiscal 2024 reflecting supply chain efficiencies, changes in product mix and price increases.

Corporate, Interest Expenses and Other Charges

Corporate and other expense for the first nine months of Fiscal 2024 was $52.1 million compared to $22.9 million for the first nine months of Fiscal 2023. Corporate expense in the first nine months of Fiscal 2024 included non-cash impairment charges of $28.5 million related to goodwill and a $0.6 million charge in asset impairment and other charges for asset impairments. Corporate expense in the first nine months of Fiscal 2023 included a $0.2 million gain in asset impairment and other charges for a gain on the termination of the pension plan, partially offset by asset impairments.

Net interest expense increased $4.6 million to $6.2 million in the first nine months of Fiscal 2024 compared to net interest expense of $1.6 million in the first nine months of Fiscal 2023 primarily reflecting increased average borrowings and higher interest rates in the first nine months this year compared to the first nine months last year.

Liquidity and Capital Resources

Working Capital

Our business is seasonal, with our investment in working capital normally reaching peaks in the summer and fall of each year in anticipation of the back-to-school and holiday selling seasons. Historically, cash flows from operations typically have been generated principally in the fourth quarter of each fiscal year.

 

 

 

Nine Months Ended

 

Cash flow changes:

 

October 28, 2023

 

 

October 29, 2022

 

 

Increase
(Decrease)

 

(in thousands)

 

 

 

Net cash used in operating activities

 

$

(23,540

)

 

$

(243,970

)

 

$

220,430

 

Net cash used in investing activities

 

 

(49,651

)

 

 

(39,845

)

 

 

(9,806

)

Net cash provided by (used in) financing activities

 

 

47,198

 

 

 

(1,647

)

 

 

48,845

 

Effect of foreign exchange rate fluctuations on cash

 

 

(306

)

 

 

(2,950

)

 

 

2,644

 

Net decrease in cash and cash equivalents

 

$

(26,299

)

 

$

(288,412

)

 

$

262,113

 

 

 

20


 

 

Reasons for the major variances in cash used in the table above are as follows:

Cash used in operating activities was $220.4 million lower in the first nine months of Fiscal 2024 compared to the first nine months of Fiscal 2023, reflecting primarily the following factors:

a $232.8 million increase in cash flow from changes in inventory, primarily reflecting the re-inventorying of our operating business units in the first nine months last year due to the supply chain disruptions in Fiscal 2023 compared to a much smaller increase in inventory, primarily retail inventory, in the first nine months this year, partially offset by a $25.8 million decrease in cash flow from changes in accounts payable, primarily reflecting changes in buying patterns in the first nine months of Fiscal 2024 and the decrease in inventory growth year over year; and
a $41.7 million increase in cash flow from changes in other accrued liabilities, primarily reflecting a significantly lower payment of Fiscal 2023 performance-based compensation accruals in the first nine months of Fiscal 2024 compared to the first nine months of Fiscal 2023; partially offset by
a $77.0 million decrease in net earnings, which was partially offset by a $28.5 million non-cash goodwill impairment charge.

 

Cash used in investing activities was $9.8 million higher for the first nine months of Fiscal 2024 as compared to the first nine months of Fiscal 2023 reflecting increased capital expenditures primarily related to investments in retail stores and omni-channel as a result of catching up from the pause due to COVID, partially offset by decreased capital expenditures related to the new corporate headquarters building.

 

Cash provided by financing activities was $48.8 million higher in the first nine months of Fiscal 2024 as compared to the first nine months of Fiscal 2023 reflecting increased net borrowings and decreased share repurchases this year compared to the same period last year.

Sources of Liquidity and Future Capital Needs

We have three principal sources of liquidity: cash flow from operations, cash and cash equivalents on hand and our credit facilities discussed in Item 8, Note 8, "Long-Term Debt", to our Consolidated Financial Statements included in our Annual Report on Form 10-K for Fiscal 2023.

As of October 28, 2023, we have borrowed $117.2 million U.S. revolver borrowings, $4.9 million (C$6.8 million) related to GCO Canada ULC and $6.1 million (£5.0 million) U.K. revolver borrowings. We were in compliance with all the relevant terms and conditions of the Credit Facility and the Facility Agreement as of October 28, 2023.

We believe that cash on hand, cash provided by operations and borrowings under our Credit Facility and the Facility Agreement will be sufficient to support our liquidity needs in Fiscal 2024 and the foreseeable future.

During the second quarter of Fiscal 2024, in light of store traffic trends and general consumer uncertainty, we identified approximately 100 Journeys stores for closure in Fiscal 2024. Our Journeys store closure plans are on track, with approximately 75% of the 100 planned doors closed through the end of the third quarter, and the remainder targeted to close by the end of Fiscal 2024. We are continuing our efforts in making occupancy costs more variable. In addition, we are continuing to conduct a holistic review of our cost structure. We expect to realize significant cost savings in Fiscal 2024 and Fiscal 2025. We expect that a significant portion of these savings will be realized by our Journeys Group.

In the fourth quarter of Fiscal 2021, we implemented tax strategies allowed under the 5-year carryback provisions in the CARES Act which we believe will generate approximately $55 million of net tax refunds. We received approximately $26 million of such net tax refunds in Fiscal 2022 and anticipated receipt of the remaining outstanding net tax refund in Fiscal 2023. However, in the third quarter of Fiscal 2023, we were notified the IRS would conduct an audit of the periods related to the outstanding net tax refund. While we do not believe any uncertainty with the technical merits of the positions generating the net tax refunds exists, we do anticipate the timing of the net tax refund will be extended as a result of the audit process. Accordingly, we have recorded the outstanding refund to non-current prepaid income taxes on the Condensed Consolidated Balance Sheets as of October 28, 2023.

Contractual Obligations

Our contractual obligations at October 28, 2023 decreased 2% compared to January 28, 2023, primarily due to decreased lease obligations and purchase obligations, partially offset by increased long-term debt.

Capital Expenditures

Total capital expenditures in Fiscal 2024 are expected to be approximately $55 million to $60 million of which approximately 57% is for new stores and remodels and 43% is for computer hardware, software and warehouse enhancements for initiatives to drive traffic and omni-channel capabilities. We do not currently have any longer-term capital expenditures or other cash requirements other than as set forth above and in the contractual obligations table as disclosed in Item 7 of our Fiscal 2023 Form 10-K. We also do not currently have any off-balance sheet arrangements.

21


 

 

Common Stock Repurchases

We did not repurchase any shares during the third quarter of Fiscal 2024 and repurchased 1,261,295 shares during the first nine months of Fiscal 2024 at a cost of $32.0 million, or $25.39 per share. We have $52.1 million remaining as of October 28, 2023 under our expanded share repurchase authorization announced in June 2023. We repurchased 451,343 shares during the third quarter of Fiscal 2023 at a cost of $20.8 million, or $46.01 per share, and repurchased 1,380,272 shares during the first nine months of Fiscal 2023 at a cost of $72.7 million, or $52.66 per share. We accrued $4.8 million of share repurchases in the fourth quarter of Fiscal 2022 due to timing of the cash settlement which is included on the Condensed Consolidated Statements of Cash Flows for the nine months ended October 29, 2022. During the third quarter of Fiscal 2024, through December 6, 2023, we have not repurchased any shares.

Environmental and Other Contingencies

We are subject to certain loss contingencies related to environmental proceedings and other legal matters, including those disclosed in Item 1, Note 7, "Legal Proceedings", to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

New Accounting Pronouncements

Descriptions of recently issued accounting pronouncements, if any, and the accounting pronouncements adopted by us during the third quarter of Fiscal 2024 are included in Note 1 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We incorporate by reference the information regarding market risk appearing in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Financial Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023. There have been no material changes to our exposure to market risks from those disclosed in the Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is made known to the officers who certify our financial reports and to other members of senior management. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired objectives.

Based on their evaluation as of October 28, 2023, the principal executive officer and principal financial officer of the Company have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the third quarter of Fiscal 2024, we implemented a new inventory management system for our wholesale operations and we updated and modified internal controls over financial reporting related to wholesale inventory. There were no other changes in our internal control over financial reporting that occurred during our third quarter of Fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

22


 

 

PART II - OTHER INFORMATION

We incorporate by reference the information regarding legal proceedings in Item 1, Note 7, “Legal Proceedings”, to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

You should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended January 28, 2023, which could materially affect our business, financial condition or future results. The risks described in this report, and in our Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Repurchases (shown in thousands except share and per share amounts):

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period

 

(a) Total
Number of
Shares
Purchased

 

 

(b) Average
Price
Paid
per Share

 

 

(c) Total
Number of
Shares
Purchased
as Part
of Publicly
Announced
Plans or
Programs

 

 

(d) Maximum
Number
(or Approximate
Dollar Value)
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs

 

August 2023

 

 

 

 

 

 

 

 

 

 

 

 

7-30-23 to 8-26-23(1)

 

 

 

 

$

 

 

 

 

 

$

52,109

 

 

 

 

 

 

 

 

 

 

 

 

 

September 2023

 

 

 

 

 

 

 

 

 

 

 

 

8-27-23 to 9-23-23(1)

 

 

 

 

$

 

 

 

 

 

$

52,109

 

 

 

 

 

 

 

 

 

 

 

 

 

October 2023

 

 

 

 

 

 

 

 

 

 

 

 

9-24-23 to 10-28-23 (1)

 

 

 

 

$

 

 

 

 

 

$

52,109

 

9-24-23 to 10-28-23 (2)

 

 

1,518

 

 

$

28.71

 

 

 

 

 

 

 

Total

 

 

1,518

 

 

$

28.71

 

 

 

 

 

$

52,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Share repurchases were made pursuant to a $100.0 million share repurchase program approved by the Board of Directors and announced in February 2022. In June 2023, the Board of Directors approved an additional $50.0 million for share repurchases. We expect to implement the balance of the repurchase program through purchases made from time to time either in the open market or through private transactions, in accordance with the regulations of the SEC and other applicable legal requirements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2) These shares represent shares withheld from vested restricted stock to satisfy the minimum withholding requirement for federal and state taxes.

 

 

Item 5. Other Information

 

(c) During the third quarter of Fiscal 2024, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408 (a) of Regulation S-K).

 

23


 

 

Item 6. Exhibits

 

Exhibit Index

 

 

 

(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 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

(32.2)

Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS

Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

 

 

 

101.SCH

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

24


 

 

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.

 

 

 

 

 

 

 

 

 

 

Genesco Inc.

 

 

 

 

By:

 

/s/ Thomas A. George

 

 

 

Thomas A. George

 

 

 

Senior Vice President - Finance and

Chief Financial Officer

 

Date: December 7, 2023

 

25


Exhibit 31.1

 

CERTIFICATIONS

I, Mimi E. Vaughn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Genesco Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 7, 2023

 

/s/ Mimi E. Vaughn

Mimi E. Vaughn

Chief Executive Officer

 


Exhibit 31.2

 

CERTIFICATIONS

I, Thomas A. George, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Genesco Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 7, 2023

 

/s/ Thomas A. George

Thomas A. George

Senior Vice President - Finance and Chief Financial Officer

 


 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Genesco Inc. (the “Company”) on Form 10-Q for the period ending October 28, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mimi E. Vaughn, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Mimi E. Vaughn

Mimi E. Vaughn

Chief Executive Officer

December 7, 2023

 


 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Genesco Inc. (the “Company”) on Form 10-Q for the period ending October 28, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. George, Senior Vice President - Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Thomas A. George

Thomas A. George

Senior Vice President - Finance and Chief Financial Officer

December 7, 2023

 


v3.23.3
Cover Page - shares
9 Months Ended
Oct. 28, 2023
Nov. 24, 2023
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Oct. 28, 2023  
Document Transition Report false  
Entity File Number 1-3083  
Entity Registrant Name Genesco Inc  
Entity Incorporation, State or Country Code TN  
Entity Tax Identification Number 62-0211340  
Entity Address, Address Line One 535 Marriott Drive  
Entity Address, City or Town Nashville  
Entity Address, State or Province TN  
Entity Address, Postal Zip Code 37214  
City Area Code 615  
Local Phone Number 367-7000  
Title of 12(b) Security Common Stock, $1.00 par value  
Trading Symbol GCO  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock Shares Outstanding   11,489,017
Entity Central Index Key 0000018498  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --02-03  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Current Assets:      
Cash and cash equivalents $ 21,691 $ 47,990 $ 32,113
Accounts receivable, net of allowances of $4,836 at October 28, 2023, $3,710 at January 28, 2023 and $5,910 at October 29, 2022 56,934 40,818 48,670
Inventories 516,735 458,017 563,490
Prepaids and other current assets 43,350 25,844 37,575
Total current assets 638,710 572,669 681,848
Property and equipment, net 245,009 233,733 221,207
Operating lease right of use assets 459,524 470,991 483,403
Non-current prepaid income taxes 55,632 54,111 52,319
Goodwill 9,283 38,123 37,903
Other intangibles 26,442 27,430 26,208
Deferred income taxes 33,163 28,563 12,168
Other noncurrent assets 25,168 30,806 21,937
Total Assets 1,492,931 [1] 1,456,426 1,536,993 [2]
Current Liabilities:      
Accounts payable 186,683 144,998 223,404
Current portion - long-term debt 0 0 3,484
Current portion - operating lease liabilities 134,850 134,458 136,294
Other accrued liabilities 75,631 81,327 82,193
Total current liabilities 397,164 360,783 445,375
Long-term debt 128,163 44,858 85,904
Long-term operating lease liabilities 387,347 401,113 413,096
Other long-term liabilities 43,299 42,706 33,275
Total liabilities 955,973 849,460 977,650
Commitments and contingent liabilities
Equity      
Non-redeemable preferred stock 812 815 817
Common equity:      
Common stock, $1 par value: Authorized; 80,000,000 shares Issued common stock 11,991 13,089 13,101
Additional paid-in capital 316,206 305,260 301,692
Retained earnings 269,576 346,870 307,921
Accumulated other comprehensive loss (43,770) (41,211) (46,331)
Treasury shares, at cost (488,464 shares) (17,857) (17,857) (17,857)
Total equity 536,958 606,966 559,343
Total Liabilities and Equity $ 1,492,931 $ 1,456,426 $ 1,536,993
[1] Of our $704.5 million of long-lived assets, $87.9 million and $12.9 million relate to long-lived assets in the U.K. and Canada, respectively.
[2]

(2) Of our $704.6 million of long-lived assets, $89.3 million and $18.5 million relate to long-lived assets in the U.K. and Canada, respectively.

v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Current Assets:      
Allowances on accounts receivable $ 4,836 $ 3,710 $ 5,910
Common equity:      
Common stock, par value (in dollars per share) $ 1 $ 1 $ 1
Common stock, shares authorized (in shares) 80,000,000 80,000,000 80,000,000
Treasury Stock, Shares 488,464 488,464 488,464
v3.23.3
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Income Statement [Abstract]        
Net sales $ 579,315 [1] $ 603,788 [2] $ 1,585,674 [3] $ 1,659,868 [4]
Cost of sales 300,890 309,981 828,921 860,303
Gross margin 278,425 293,807 756,753 799,565
Selling and administrative expenses 267,474 267,734 778,491 756,318
Goodwill impairment 0 0 28,453 [5] 0
Asset impairments and other, net 99 [6] 0 581 [7] (154) [8]
Operating income (loss) 10,852 26,073 (50,772) 43,401
Other components of net periodic benefit cost 148 50 388 198
Interest expense, net 2,207 906 6,241 1,608
Earnings (loss) from continuing operations before income taxes 8,497 25,117 (57,401) 41,595
Income tax expense (benefit) 1,908 4,693 (13,483) 8,551
Earnings (loss) from continuing operations 6,589 20,424 (43,918) 33,044
Loss from discontinued operations, net of tax (50) (48) (98) (78)
Net Earnings (Loss) $ 6,539 $ 20,376 $ (44,016) $ 32,966
Basic earnings (loss) per common share:        
Continuing operations (in dollars per share) $ 0.6 $ 1.68 $ (3.87) $ 2.61
Discontinued operations (in dollars per share) 0 0 (0.01) 0
Net earnings (loss) (in dollars per share) 0.6 1.68 (3.88) 2.61
Diluted earnings (loss) per common share:        
Continuing operations (in dollars per share) 0.6 1.66 (3.87) 2.56
Discontinued operations (in dollars per share) 0 (0.01) (0.01) 0
Net earnings (loss) (in dollars per share) $ 0.6 $ 1.65 $ (3.88) $ 2.56
Weighted average shares outstanding:        
Basic (in shares) 10,898 12,138 11,353 12,637
Diluted (in shares) 10,972 12,326 11,353 12,901
[1] Net sales in North America and in the U.K., which includes the ROI, accounted for 80% and 20%, respectively, of our net sales in the third quarter of Fiscal 2024.
[2] Net sales in North America and in the U.K., which includes the ROI, accounted for 83% and 17%, respectively, of our net sales for the third quarter of Fiscal 2023.
[3]

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 79% and 21%, respectively, of our net sales in the first nine months of Fiscal 2024.

[4]

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 82% and 18%, respectively, of our net sales for the first nine months of Fiscal 2023.

[5]

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.

[6] Asset impairments and other includes a $0.1 million charge for asset impairments in Journeys Group.
[7]

(3) Asset impairments and other includes a $0.6 million charge for asset impairments in Journeys Group.

[8]

(2) Asset impairments and other includes a $0.5 million charge for asset impairments, which includes $0.2 million in Journeys Group, $0.2 million in Schuh Group and $0.1 million in Genesco Brands Group, partially offset by a $0.7 million gain on the termination of the pension plan.

v3.23.3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Statement of Comprehensive Income [Abstract]        
Net earnings (loss) $ 6,539 $ 20,376 $ (44,016) $ 32,966
Other comprehensive income (loss):        
Postretirement liability adjustments, net of tax 62 13 153 76
Foreign currency translation adjustments (5,800) (4,420) (2,712) (9,999)
Total other comprehensive loss (5,738) (4,407) (2,559) (9,923)
Comprehensive Income (Loss) $ 801 $ 15,969 $ (46,575) $ 23,043
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net earnings (loss) $ (44,016) $ 32,966
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:    
Depreciation and amortization 35,449 31,901
Deferred income taxes (3,929) (10,728)
Goodwill impairment 28,453 [1] 0
Impairment of long-lived assets 581 542
Share-based compensation expense 11,107 10,464
Other 1,225 999
Changes in working capital and other assets and liabilities:    
Accounts receivable (16,958) (10,224)
Inventories (61,086) (293,904)
Prepaids and other current assets (17,718) 33,133
Accounts payable 44,551 70,312
Other accrued liabilities (3,454) (45,194)
Other assets and liabilities 2,255 (64,237)
Net cash used in operating activities (23,540) (243,970)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Capital expenditures (49,738) (39,845)
Proceeds from asset sales 87 0
Net cash used in investing activities (49,651) (39,845)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Borrowings under revolving credit facility 365,416 212,086
Payments on revolving credit facility (282,083) (136,375)
Shares repurchased related to share repurchase plan (32,027) (77,470)
Shares repurchased related to taxes for share-based awards (2,249) (3,942)
Change in overdraft balances (1,847) 4,052
Other (12) 2
Net cash provided by (used in) financing activities 47,198 (1,647)
Effect of foreign exchange rate fluctuations on cash (306) (2,950)
Net decrease in cash and cash equivalents (26,299) (288,412)
Cash and cash equivalents at beginning of period 47,990 320,525
Cash and cash equivalents at end of period 21,691 32,113
Supplemental information:    
Interest paid 5,711 1,276
Income taxes paid 5,487 33,941
Cash paid for amounts included in measurement of operating lease liabilities 130,468 135,116
Operating lease assets obtained in exchange for new operating lease liabilities $ 111,105 $ 71,598
[1]

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.

v3.23.3
Condensed Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Non-Redeemable Preferred Stock
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Treasury Shares
Beginning balance at Jan. 29, 2022 $ 602,468 $ 827 $ 14,256 $ 291,444 $ 350,206 $ (36,408) $ (17,857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) 4,947       4,947    
Other comprehensive income (loss) (3,817)         (3,817)  
Share-based compensation expense 3,239     3,239      
Restricted stock issuance     78 (78)      
Shares repurchased (6,500)   (104)   (6,396)    
Other 1 (9) (13) 23      
Ending balance at Apr. 30, 2022 600,338 818 14,217 294,628 348,757 (40,225) (17,857)
Beginning balance at Jan. 29, 2022 602,468 827 14,256 291,444 350,206 (36,408) (17,857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) 32,966            
Other comprehensive income (loss) (9,923)            
Shares repurchased (72,700)            
Ending balance at Oct. 29, 2022 559,343 817 13,101 301,692 307,921 (46,331) (17,857)
Beginning balance at Apr. 30, 2022 600,338 818 14,217 294,628 348,757 (40,225) (17,857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) 7,643       7,643    
Other comprehensive income (loss) (1,699)         (1,699)  
Share-based compensation expense 3,549     3,549      
Restricted stock issuance     239 (239)      
Restricted shares withheld for taxes (3,875)   (72) 72 (3,875)    
Shares repurchased (45,422)   (826)   (44,596)    
Other (1)   (1)        
Ending balance at Jul. 30, 2022 560,533 818 13,557 298,010 307,929 (41,924) (17,857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) 20,376       20,376    
Other comprehensive income (loss) (4,407)         (4,407)  
Share-based compensation expense 3,676     3,676      
Restricted shares withheld for taxes (67)   (2) 2 (67)    
Shares repurchased (20,768)   (451)   (20,317)    
Other   (1) (3) 4      
Ending balance at Oct. 29, 2022 559,343 817 13,101 301,692 307,921 (46,331) (17,857)
Beginning balance at Jan. 28, 2023 606,966 815 13,089 305,260 346,870 (41,211) (17,857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) (18,890)       (18,890)    
Other comprehensive income (loss) 474         474  
Share-based compensation expense 3,772     3,772      
Restricted stock issuance     234 (234)      
Restricted shares withheld for taxes (449)   (13) 13 (449)    
Shares repurchased (9,170)   (255)   (8,915)    
Other (78) (3) (3) 6 (78)    
Ending balance at Apr. 29, 2023 582,625 812 13,052 308,817 318,538 (40,737) (17,857)
Beginning balance at Jan. 28, 2023 606,966 815 13,089 305,260 346,870 (41,211) (17,857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) (44,016)            
Other comprehensive income (loss) (2,559)            
Shares repurchased (32,000)            
Ending balance at Oct. 28, 2023 536,958 812 11,991 316,206 269,576 (43,770) (17,857)
Beginning balance at Apr. 29, 2023 582,625 812 13,052 308,817 318,538 (40,737) (17,857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) (31,665)       (31,665)    
Other comprehensive income (loss) 2,705         2,705  
Share-based compensation expense 4,153     4,153      
Restricted stock issuance     40 (40)      
Restricted shares withheld for taxes (1,756)   (72) 72 (1,756)    
Shares repurchased (22,857)   (1,006)   (21,851)    
Other (186)   (18) 17 (185)    
Ending balance at Jul. 29, 2023 533,019 812 11,996 313,019 263,081 (38,032) (17,857)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net earnings (loss) 6,539       6,539    
Other comprehensive income (loss) (5,738)         (5,738)  
Share-based compensation expense 3,182     3,182      
Restricted shares withheld for taxes (44)   (1) 1 (44)    
Other     (4) 4      
Ending balance at Oct. 28, 2023 $ 536,958 $ 812 $ 11,991 $ 316,206 $ 269,576 $ (43,770) $ (17,857)
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Jul. 29, 2023
Apr. 29, 2023
Oct. 29, 2022
Jul. 30, 2022
Apr. 30, 2022
Oct. 28, 2023
Oct. 29, 2022
Pay vs Performance Disclosure                
Net Income (Loss) $ 6,539 $ (31,665) $ (18,890) $ 20,376 $ 7,643 $ 4,947 $ (44,016) $ 32,966
v3.23.3
Insider Trading Arrangements
9 Months Ended
Oct. 28, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
Summary of Significant Accounting Policies
9 Months Ended
Oct. 28, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 1

Summary of Significant Accounting Policies

Basis of Presentation

These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and Notes for Fiscal 2023, which are contained in our Annual Report on Form 10-K as filed with the SEC on March 22, 2023. The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending February 3, 2024 ("Fiscal 2024"), which is a 53-week year, and of the fiscal year ended January 28, 2023 ("Fiscal 2023"). All subsidiaries are consolidated in the Condensed Consolidated Financial Statements. All significant intercompany transactions and accounts have been eliminated. The results of operations for any interim period are not necessarily indicative of results for the full year. The Condensed Consolidated Financial Statements and the related Notes have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The Condensed Consolidated Balance Sheet as of January 28, 2023 has been derived from the audited financial statements at that date.

Nature of Operations

Genesco Inc. and its subsidiaries (collectively the "Company", "Genesco," "we", "our", or "us") business includes the sourcing and design, marketing and distribution of footwear and accessories through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys®, Journeys Kidz®, Little Burgundy® and Johnston & Murphy® banners and under the Schuh® banner in the United Kingdom (“U.K.”) and the Republic of Ireland (“ROI”); through e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, littleburgundyshoes.com, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com, johnstonmurphy.ca, nashvilleshoewarehouse.com and dockersshoes.com as well as catalogs. We also source, design, market and distribute footwear and accessories at wholesale, primarily under our Johnston & Murphy brand, the licensed Levi's® brand, the licensed Dockers® brand, the licensed G.H. Bass® brand and other brands that we license for footwear. At October 28, 2023, we operated 1,360 retail stores in the U.S., Puerto Rico, Canada, the U.K. and the ROI.

During the three and nine months ended October 28, 2023 and October 29, 2022, we operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys, Journeys Kidz and Little Burgundy retail footwear chains and e-commerce operations; (ii) Schuh Group, comprised of the Schuh retail footwear chain and e-commerce operations; (iii) Johnston & Murphy Group, comprised of Johnston & Murphy retail operations, e-commerce operations and wholesale distribution of products under the Johnston & Murphy brand; and (iv) Genesco Brands Group, comprised of the licensed Dockers, Levi's, and G.H. Bass brands, as well as other brands we license for footwear.

Selling and Administrative Expenses

Wholesale costs of distribution are included in selling and administrative expenses on the Condensed Consolidated Statements of Operations in the amount of $3.1 million and $3.7 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $9.1 million and $9.5 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

Retail occupancy costs recorded in selling and administrative expenses were $75.5 million and $77.5 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $228.3 million and $231.8 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

 

Advertising Costs

Advertising costs were $33.6 million and $31.3 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $85.3 million and $81.4 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

Vendor Allowances

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $2.5 million and $5.0 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $9.1 million and $11.7 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively. During the first nine months of each of Fiscal 2024 and Fiscal 2023, our cooperative advertising reimbursements received were not in excess of the costs incurred.

Note 1

Summary of Significant Accounting Policies, Continued

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, "Segment Reporting (Topic 280)". This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We plan to adopt ASU No. 2023-07 on the effective date and do not expect the adoption to have a material impact on our Consolidated Financial Statements.

We continuously monitor and review all current accounting pronouncements and standards from the FASB of U.S. GAAP for applicability to our operations and financial reporting. As of October 28, 2023, there were no other new pronouncements or interpretations that had or were expected to have a significant impact on our financial reporting.

v3.23.3
Goodwill and Other Intangible Assets
9 Months Ended
Oct. 28, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

Note 2

Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment were as follows:

 

(In thousands)

 

Journeys
Group

 

 

Genesco
Brands
Group

 

 

Total
Goodwill

 

Balance, January 28, 2023

 

$

9,662

 

 

$

28,461

 

 

$

38,123

 

Impairment

 

 

 

 

 

(28,453

)

 

 

(28,453

)

Effect of foreign currency exchange rates

 

 

(379

)

 

 

(8

)

 

 

(387

)

Balance, October 28, 2023

 

$

9,283

 

 

$

 

 

$

9,283

 

Goodwill Valuation (Genesco Brands Group)

Due to an ongoing dispute with a Genesco Brands Group licensor regarding renewal of their current license in the normal course which has not yet been resolved and based on the requirements of ASC 350, “Intangibles - Goodwill and Other,” we identified indicators of impairment in the second quarter of Fiscal 2024. When indicators of impairment are present on an interim basis, we must assess whether it is "more likely than not" (i.e., a greater than 50% chance) that an impairment has occurred. Due to the identified indicators of impairment in the second quarter of Fiscal 2024, we determined that it was "more likely than not" that an impairment had occurred and performed a full valuation of our Togast reporting unit. Consistent with our annual valuation, our analyses included preparing an income approach and a market approach model. These updated models utilize financial forecasts which exclude cash flows for the disputed license beyond completion of the current contract term. Based upon the results of these analyses, we concluded the goodwill attributed to Togast was fully impaired. As a result, the Company recorded a non-cash impairment charge of $28.5 million in the second quarter of Fiscal 2024.

Other intangibles by major classes were as follows:

 

 

 

Trademarks

 

Customer Lists

 

 

Other

 

 

Total

 

(In thousands)

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

Gross other intangibles

 

$

23,514

 

 

$

24,077

 

$

6,445

 

 

$

6,475

 

 

$

400

 

 

$

400

 

 

$

30,359

 

 

$

30,952

 

Accumulated amortization

 

 

 

 

 

 

 

(3,517

)

 

 

(3,122

)

 

 

(400

)

 

 

(400

)

 

 

(3,917

)

 

 

(3,522

)

Net Other Intangibles

 

$

23,514

 

 

$

24,077

 

$

2,928

 

 

$

3,353

 

 

$

 

 

$

 

 

$

26,442

 

 

$

27,430

 

v3.23.3
Inventories
9 Months Ended
Oct. 28, 2023
Inventory Disclosure [Abstract]  
Inventories

Note 3

Inventories

 

Inventories

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

Wholesale finished goods

 

$

61,571

 

 

$

84,209

 

Retail merchandise

 

 

455,164

 

 

 

373,808

 

Total Inventories

 

$

516,735

 

 

$

458,017

 

v3.23.3
Fair Value
9 Months Ended
Oct. 28, 2023
Fair Value Disclosures [Abstract]  
Fair Value

Note 4

Fair Value

Fair Value of Financial Instruments

The carrying amounts and fair values of our financial instruments at October 28, 2023 and January 28, 2023 are as follows:

 

Fair Values

 

 

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

 

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

U.S. Revolver Borrowings

 

$

122,101

 

 

$

122,465

 

 

$

30,000

 

 

$

30,219

 

U.K. Revolver Borrowings

 

 

6,062

 

 

 

6,064

 

 

 

14,858

 

 

 

14,864

 

Total Long-Term Debt

 

$

128,163

 

 

$

128,529

 

 

$

44,858

 

 

$

45,083

 

 

Debt fair values were determined using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified in Level 2 within the fair value hierarchy.

 

As of October 28, 2023, we have $0.8 million of long-lived assets held and used which were measured using Level 3 inputs within the fair value hierarchy. As of October 28, 2023, we have $5.8 million of investments held and used which were measured using Level 1 inputs within the fair value hierarchy.

v3.23.3
Earnings Per Share
9 Months Ended
Oct. 28, 2023
Earnings Per Share [Abstract]  
Earnings Per Share

Note 5

Earnings Per Share

Weighted-average number of shares used to calculate earnings per share are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(Shares in thousands)

 

October 28, 2023

 

 

October 29, 2022

 

 

October 28, 2023

 

 

October 29, 2022

 

Weighted-average number of shares - basic

 

 

10,898

 

 

 

12,138

 

 

 

11,353

 

 

 

12,637

 

Common stock equivalents

 

 

74

 

 

 

188

 

 

 

-

 

 

 

264

 

Weighted-average number of shares - diluted

 

 

10,972

 

 

 

12,326

 

 

 

11,353

 

 

 

12,901

 

Common stock equivalents of 120,000 shares are excluded for the nine months ended October 28, 2023 due to the loss from continuing operations because to do so would be anti-dilutive.

We did not repurchase any shares during the third quarter of Fiscal 2024. We repurchased 1,261,295 shares during the first nine months of Fiscal 2024 at a cost of $32.0 million, or $25.39 per share. We have $52.1 million remaining as of October 28, 2023 under our expanded share repurchase authorization announced in June 2023. We repurchased 451,343 shares during the third quarter of Fiscal 2023 at a cost of $20.8 million, or $46.01 per share, and repurchased 1,380,272 shares during the first nine months of Fiscal 2023 at a cost of $72.7 million, or $52.66 per share. We accrued $4.8 million of share repurchases in the fourth quarter of Fiscal 2022 due to timing of the cash settlement which is included on the

Note 5

Earnings Per Share, Continued

Condensed Consolidated Statements of Cash Flows for the nine months ended October 29, 2022. During the fourth quarter of Fiscal 2024, through December 6, 2023, we have not repurchased any shares.

v3.23.3
Long-Term Debt
9 Months Ended
Oct. 28, 2023
Debt Disclosure [Abstract]  
Long-Term Debt

Note 6

Long-Term Debt

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

U.S. revolver borrowings

 

$

122,101

 

 

$

30,000

 

U.K. revolver borrowings

 

 

6,062

 

 

 

14,858

 

Total long-term debt

 

 

128,163

 

 

 

44,858

 

Current portion

 

 

 

 

 

 

Total Noncurrent Portion of Long-Term Debt

 

$

128,163

 

 

$

44,858

 

 

The revolver borrowings outstanding under the Credit Facility as of October 28, 2023 included $117.2 million U.S. revolver borrowings and $4.9 million (C$6.8 million) related to GCO Canada ULC. In addition, revolver borrowings outstanding under the Facility Agreement were $6.1 million (£5.0 million). We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Agreement as of October 28, 2023. Excess availability under the Credit Facility was $203.4 million at October 28, 2023.

v3.23.3
Legal Proceedings
9 Months Ended
Oct. 28, 2023
Commitments and Contingencies Disclosure [Abstract]  
Legal Proceedings

Note 7

Legal Proceedings

Environmental Matters

The Company has legacy obligations including environmental monitoring and reporting costs related to: (i) a 2016 Consent Judgment entered into with the United States Environmental Protection Agency involving the site of a knitting mill operated by a former subsidiary from 1965 to 1969 in Garden City, New York; and (ii) a 2010 Consent Decree with the Michigan Department of Natural Resources and Environment relating to our former Volunteer Leather Company facility in Whitehall, Michigan. We do not expect that future obligations related to either of these sites will have a material effect on our consolidated financial condition or results of operations.

 

Accrual for Environmental Contingencies

Related to all outstanding environmental contingencies, we had accrued $1.6 million as of October 28, 2023, $1.7 million as of January 28, 2023 and $1.4 million as of October 29, 2022. All such provisions reflect our estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made. There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions. Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Condensed Consolidated Balance Sheets because they relate to former facilities operated by us. We have made pretax accruals for certain of these contingencies which were not material for the third quarter of Fiscal 2024 or Fiscal 2023. These charges are included in loss from discontinued operations, net in the Condensed Consolidated Statements of Operations and represent changes in estimates.

In addition to the matters specifically described in this Note, we are a party to other legal and regulatory proceedings and claims arising in the ordinary course of our business. While management does not believe that our liability with respect to any of these other matters is likely to have a material effect on our condensed consolidated financial statements, legal proceedings are subject to inherent uncertainties, and unfavorable rulings could have a material adverse impact on our condensed consolidated financial statements.

v3.23.3
Commitments
9 Months Ended
Oct. 28, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments

Note 8

Commitments

 

As part of our Genesco Brands Group business, we have a commitment to Samsung C&T America, Inc. (“Samsung”) related to the ultimate sale and valuation of inventories owned by Samsung. If product is sold below Samsung’s cost, we are required to pay to Samsung the difference between the sales price and its cost. At October 28, 2023, the inventory owned by Samsung had a historical cost of $14.4 million. As of October 28, 2023, we believe that we have appropriately accounted for any differences between the fair value of the Samsung inventory and Samsung's historical cost.
v3.23.3
Business Segment Information
9 Months Ended
Oct. 28, 2023
Segment Reporting [Abstract]  
Business Segment Information

Note 9

Business Segment Information

 

Three Months Ended October 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

349,367

 

$

118,129

 

$

81,414

 

$

32,907

 

$

 

$

581,817

 

Intercompany sales

 

 

 

 

 

(3

)

 

(2,499

)

 

 

 

(2,502

)

Net sales to external customers(1)

 

349,367

 

 

118,129

 

 

81,411

 

 

30,408

 

 

 

 

579,315

 

Segment operating income (loss)

 

11,975

 

 

5,484

 

 

2,706

 

 

(1,560

)

 

(7,654

)

 

10,951

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

99

 

 

99

 

Operating income (loss)

 

11,975

 

 

5,484

 

 

2,706

 

 

(1,560

)

 

(7,753

)

 

10,852

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

148

 

 

148

 

Interest expense, net

 

 

 

 

 

 

 

 

 

2,207

 

 

2,207

 

Earnings (loss) from continuing operations before income taxes

$

11,975

 

$

5,484

 

$

2,706

 

$

(1,560

)

$

(10,108

)

$

8,497

 

Total assets (3)

$

798,968

 

$

213,036

 

$

185,179

 

$

52,170

 

$

243,578

 

$

1,492,931

 

Depreciation and amortization

 

8,078

 

 

1,566

 

 

1,365

 

 

265

 

 

1,056

 

 

12,330

 

Capital expenditures

 

8,235

 

 

3,380

 

 

1,975

 

 

710

 

 

140

 

 

14,440

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 80% and 20%, respectively, of our net sales in the third quarter of Fiscal 2024.

(2) Asset impairments and other includes a $0.1 million charge for asset impairments in Journeys Group.

(3) Of our $704.5 million of long-lived assets, $87.9 million and $12.9 million relate to long-lived assets in the U.K. and Canada, respectively.

 

Three Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

380,619

 

$

104,809

 

$

79,614

 

$

40,661

 

$

 

$

605,703

 

Intercompany sales

 

 

 

 

 

 

 

(1,915

)

 

 

 

(1,915

)

Net sales to external customers(1)

 

380,619

 

 

104,809

 

 

79,614

 

 

38,746

 

 

 

 

603,788

 

Operating income (loss)

 

27,083

 

 

5,912

 

 

3,494

 

 

(1,927

)

 

(8,489

)

 

26,073

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

50

 

 

50

 

Interest expense, net

 

 

 

 

 

 

 

 

 

906

 

 

906

 

Earnings (loss) from continuing operations before income taxes

$

27,083

 

$

5,912

 

$

3,494

 

$

(1,927

)

$

(9,445

)

$

25,117

 

Total assets (2)

$

841,021

 

$

206,996

 

$

193,039

 

$

72,586

 

$

223,351

 

$

1,536,993

 

Depreciation and amortization

 

6,849

 

 

1,485

 

 

1,092

 

 

214

 

 

1,032

 

 

10,672

 

Capital expenditures

 

4,638

 

 

2,405

 

 

1,719

 

 

370

 

 

1,708

 

 

10,840

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 83% and 17%, respectively, of our net sales for the third quarter of Fiscal 2023.

(2) Of our $704.6 million of long-lived assets, $89.3 million and $18.5 million relate to long-lived assets in the U.K. and Canada, respectively.

Note 9

Business Segment Information, Continued

 

Nine Months Ended October 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 



(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

908,832

 

$

334,033

 

$

241,832

 

$

104,232

 

$

 

$

1,588,929

 

Intercompany sales

 

 

 

 

 

(9

)

 

(3,246

)

 

 

 

(3,255

)

Net sales to external customers(1)

 

908,832

 

 

334,033

 

 

241,823

 

 

100,986

 

 

 

 

1,585,674

 

Segment operating income (loss)

 

(21,265

)

 

12,110

 

 

10,178

 

 

259

 

 

(23,020

)

 

(21,738

)

Goodwill impairment(2)

 

-

 

 

-

 

 

-

 

 

-

 

 

28,453

 

 

28,453

 

Asset impairments and other(3)

 

 

 

 

 

 

 

 

 

581

 

 

581

 

Operating income (loss)

 

(21,265

)

 

12,110

 

 

10,178

 

 

259

 

 

(52,054

)

 

(50,772

)

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

388

 

 

388

 

Interest expense, net

 

 

 

 

 

 

 

 

 

6,241

 

 

6,241

 

Earnings (loss) from continuing
   operations before income taxes

$

(21,265

)

$

12,110

 

$

10,178

 

$

259

 

$

(58,683

)

$

(57,401

)

Depreciation and amortization

$

23,235

 

$

4,751

 

$

3,622

 

$

669

 

$

3,172

 

$

35,449

 

Capital expenditures

 

32,447

 

 

9,376

 

 

5,277

 

 

1,788

 

 

850

 

 

49,738

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 79% and 21%, respectively, of our net sales in the first nine months of Fiscal 2024.

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.

(3) Asset impairments and other includes a $0.6 million charge for asset impairments in Journeys Group.

 

Nine Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 



(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

1,016,396

 

$

294,486

 

$

225,448

 

$

126,442

 

$

 

$

1,662,772

 

Intercompany sales

 

 

 

 

 

 

 

(2,904

)

 

 

 

(2,904

)

Net sales to external customers(1)

 

1,016,396

 

 

294,486

 

 

225,448

 

 

123,538

 

 

 

$

1,659,868

 

Segment operating income (loss)

 

51,235

 

 

5,260

 

 

7,256

 

 

2,551

 

 

(23,055

)

$

43,247

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

(154

)

 

(154

)

Operating income (loss)

 

51,235

 

 

5,260

 

 

7,256

 

 

2,551

 

 

(22,901

)

 

43,401

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

198

 

 

198

 

Interest expense

 

 

 

 

 

 

 

 

 

1,608

 

 

1,608

 

Earnings (loss) from continuing
   operations before income taxes

$

51,235

 

$

5,260

 

$

7,256

 

$

2,551

 

$

(24,707

)

$

41,595

 

Depreciation and amortization

$

21,060

 

$

4,607

 

$

3,271

 

$

692

 

$

2,271

 

$

31,901

 

Capital expenditures

 

15,539

 

 

6,278

 

 

5,528

 

 

1,033

 

 

11,467

 

 

39,845

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 82% and 18%, respectively, of our net sales for the first nine months of Fiscal 2023.

(2) Asset impairments and other includes a $0.5 million charge for asset impairments, which includes $0.2 million in Journeys Group, $0.2 million in Schuh Group and $0.1 million in Genesco Brands Group, partially offset by a $0.7 million gain on the termination of the pension plan.

v3.23.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Oct. 28, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and Notes for Fiscal 2023, which are contained in our Annual Report on Form 10-K as filed with the SEC on March 22, 2023. The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending February 3, 2024 ("Fiscal 2024"), which is a 53-week year, and of the fiscal year ended January 28, 2023 ("Fiscal 2023"). All subsidiaries are consolidated in the Condensed Consolidated Financial Statements. All significant intercompany transactions and accounts have been eliminated. The results of operations for any interim period are not necessarily indicative of results for the full year. The Condensed Consolidated Financial Statements and the related Notes have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The Condensed Consolidated Balance Sheet as of January 28, 2023 has been derived from the audited financial statements at that date.

Nature of Operations

Nature of Operations

Genesco Inc. and its subsidiaries (collectively the "Company", "Genesco," "we", "our", or "us") business includes the sourcing and design, marketing and distribution of footwear and accessories through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys®, Journeys Kidz®, Little Burgundy® and Johnston & Murphy® banners and under the Schuh® banner in the United Kingdom (“U.K.”) and the Republic of Ireland (“ROI”); through e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, littleburgundyshoes.com, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com, johnstonmurphy.ca, nashvilleshoewarehouse.com and dockersshoes.com as well as catalogs. We also source, design, market and distribute footwear and accessories at wholesale, primarily under our Johnston & Murphy brand, the licensed Levi's® brand, the licensed Dockers® brand, the licensed G.H. Bass® brand and other brands that we license for footwear. At October 28, 2023, we operated 1,360 retail stores in the U.S., Puerto Rico, Canada, the U.K. and the ROI.

During the three and nine months ended October 28, 2023 and October 29, 2022, we operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys, Journeys Kidz and Little Burgundy retail footwear chains and e-commerce operations; (ii) Schuh Group, comprised of the Schuh retail footwear chain and e-commerce operations; (iii) Johnston & Murphy Group, comprised of Johnston & Murphy retail operations, e-commerce operations and wholesale distribution of products under the Johnston & Murphy brand; and (iv) Genesco Brands Group, comprised of the licensed Dockers, Levi's, and G.H. Bass brands, as well as other brands we license for footwear.

Selling and Administrative Expenses

Selling and Administrative Expenses

Wholesale costs of distribution are included in selling and administrative expenses on the Condensed Consolidated Statements of Operations in the amount of $3.1 million and $3.7 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $9.1 million and $9.5 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

Retail occupancy costs recorded in selling and administrative expenses were $75.5 million and $77.5 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $228.3 million and $231.8 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

Advertising Costs

Advertising Costs

Advertising costs were $33.6 million and $31.3 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $85.3 million and $81.4 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively.

Vendor Allowances

Vendor Allowances

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $2.5 million and $5.0 million for the third quarters of Fiscal 2024 and Fiscal 2023, respectively, and $9.1 million and $11.7 million for the first nine months of Fiscal 2024 and Fiscal 2023, respectively. During the first nine months of each of Fiscal 2024 and Fiscal 2023, our cooperative advertising reimbursements received were not in excess of the costs incurred.

New Accounting Pronouncements

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, "Segment Reporting (Topic 280)". This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We plan to adopt ASU No. 2023-07 on the effective date and do not expect the adoption to have a material impact on our Consolidated Financial Statements.

We continuously monitor and review all current accounting pronouncements and standards from the FASB of U.S. GAAP for applicability to our operations and financial reporting. As of October 28, 2023, there were no other new pronouncements or interpretations that had or were expected to have a significant impact on our financial reporting.

v3.23.3
Goodwill and Other Intangible Assets (Tables)
9 Months Ended
Oct. 28, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Changes in Carrying Amount of Goodwill by Segment

The changes in the carrying amount of goodwill by segment were as follows:

 

(In thousands)

 

Journeys
Group

 

 

Genesco
Brands
Group

 

 

Total
Goodwill

 

Balance, January 28, 2023

 

$

9,662

 

 

$

28,461

 

 

$

38,123

 

Impairment

 

 

 

 

 

(28,453

)

 

 

(28,453

)

Effect of foreign currency exchange rates

 

 

(379

)

 

 

(8

)

 

 

(387

)

Balance, October 28, 2023

 

$

9,283

 

 

$

 

 

$

9,283

 

Summary of Other Intangible Assets

Other intangibles by major classes were as follows:

 

 

 

Trademarks

 

Customer Lists

 

 

Other

 

 

Total

 

(In thousands)

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

 

Oct. 28, 2023

 

 

Jan. 28,
2023

 

Gross other intangibles

 

$

23,514

 

 

$

24,077

 

$

6,445

 

 

$

6,475

 

 

$

400

 

 

$

400

 

 

$

30,359

 

 

$

30,952

 

Accumulated amortization

 

 

 

 

 

 

 

(3,517

)

 

 

(3,122

)

 

 

(400

)

 

 

(400

)

 

 

(3,917

)

 

 

(3,522

)

Net Other Intangibles

 

$

23,514

 

 

$

24,077

 

$

2,928

 

 

$

3,353

 

 

$

 

 

$

 

 

$

26,442

 

 

$

27,430

 

v3.23.3
Inventories (Tables)
9 Months Ended
Oct. 28, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventories

Inventories

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

Wholesale finished goods

 

$

61,571

 

 

$

84,209

 

Retail merchandise

 

 

455,164

 

 

 

373,808

 

Total Inventories

 

$

516,735

 

 

$

458,017

 

v3.23.3
Fair Value (Tables)
9 Months Ended
Oct. 28, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Values of Financial Instruments

The carrying amounts and fair values of our financial instruments at October 28, 2023 and January 28, 2023 are as follows:

 

Fair Values

 

 

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

 

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

U.S. Revolver Borrowings

 

$

122,101

 

 

$

122,465

 

 

$

30,000

 

 

$

30,219

 

U.K. Revolver Borrowings

 

 

6,062

 

 

 

6,064

 

 

 

14,858

 

 

 

14,864

 

Total Long-Term Debt

 

$

128,163

 

 

$

128,529

 

 

$

44,858

 

 

$

45,083

 

v3.23.3
Earnings Per Share (Tables)
9 Months Ended
Oct. 28, 2023
Earnings Per Share [Abstract]  
Summary of Weighted-Average Number of Shares

Weighted-average number of shares used to calculate earnings per share are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(Shares in thousands)

 

October 28, 2023

 

 

October 29, 2022

 

 

October 28, 2023

 

 

October 29, 2022

 

Weighted-average number of shares - basic

 

 

10,898

 

 

 

12,138

 

 

 

11,353

 

 

 

12,637

 

Common stock equivalents

 

 

74

 

 

 

188

 

 

 

-

 

 

 

264

 

Weighted-average number of shares - diluted

 

 

10,972

 

 

 

12,326

 

 

 

11,353

 

 

 

12,901

 

v3.23.3
Long-Term Debt (Tables)
9 Months Ended
Oct. 28, 2023
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt

Long-Term Debt

 

(In thousands)

 

October 28, 2023

 

 

January 28, 2023

 

U.S. revolver borrowings

 

$

122,101

 

 

$

30,000

 

U.K. revolver borrowings

 

 

6,062

 

 

 

14,858

 

Total long-term debt

 

 

128,163

 

 

 

44,858

 

Current portion

 

 

 

 

 

 

Total Noncurrent Portion of Long-Term Debt

 

$

128,163

 

 

$

44,858

 

v3.23.3
Business Segment Information (Tables)
9 Months Ended
Oct. 28, 2023
Segment Reporting [Abstract]  
Schedule of Business Segment Information

Three Months Ended October 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

349,367

 

$

118,129

 

$

81,414

 

$

32,907

 

$

 

$

581,817

 

Intercompany sales

 

 

 

 

 

(3

)

 

(2,499

)

 

 

 

(2,502

)

Net sales to external customers(1)

 

349,367

 

 

118,129

 

 

81,411

 

 

30,408

 

 

 

 

579,315

 

Segment operating income (loss)

 

11,975

 

 

5,484

 

 

2,706

 

 

(1,560

)

 

(7,654

)

 

10,951

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

99

 

 

99

 

Operating income (loss)

 

11,975

 

 

5,484

 

 

2,706

 

 

(1,560

)

 

(7,753

)

 

10,852

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

148

 

 

148

 

Interest expense, net

 

 

 

 

 

 

 

 

 

2,207

 

 

2,207

 

Earnings (loss) from continuing operations before income taxes

$

11,975

 

$

5,484

 

$

2,706

 

$

(1,560

)

$

(10,108

)

$

8,497

 

Total assets (3)

$

798,968

 

$

213,036

 

$

185,179

 

$

52,170

 

$

243,578

 

$

1,492,931

 

Depreciation and amortization

 

8,078

 

 

1,566

 

 

1,365

 

 

265

 

 

1,056

 

 

12,330

 

Capital expenditures

 

8,235

 

 

3,380

 

 

1,975

 

 

710

 

 

140

 

 

14,440

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 80% and 20%, respectively, of our net sales in the third quarter of Fiscal 2024.

(2) Asset impairments and other includes a $0.1 million charge for asset impairments in Journeys Group.

(3) Of our $704.5 million of long-lived assets, $87.9 million and $12.9 million relate to long-lived assets in the U.K. and Canada, respectively.

 

Three Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

380,619

 

$

104,809

 

$

79,614

 

$

40,661

 

$

 

$

605,703

 

Intercompany sales

 

 

 

 

 

 

 

(1,915

)

 

 

 

(1,915

)

Net sales to external customers(1)

 

380,619

 

 

104,809

 

 

79,614

 

 

38,746

 

 

 

 

603,788

 

Operating income (loss)

 

27,083

 

 

5,912

 

 

3,494

 

 

(1,927

)

 

(8,489

)

 

26,073

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

50

 

 

50

 

Interest expense, net

 

 

 

 

 

 

 

 

 

906

 

 

906

 

Earnings (loss) from continuing operations before income taxes

$

27,083

 

$

5,912

 

$

3,494

 

$

(1,927

)

$

(9,445

)

$

25,117

 

Total assets (2)

$

841,021

 

$

206,996

 

$

193,039

 

$

72,586

 

$

223,351

 

$

1,536,993

 

Depreciation and amortization

 

6,849

 

 

1,485

 

 

1,092

 

 

214

 

 

1,032

 

 

10,672

 

Capital expenditures

 

4,638

 

 

2,405

 

 

1,719

 

 

370

 

 

1,708

 

 

10,840

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 83% and 17%, respectively, of our net sales for the third quarter of Fiscal 2023.

(2) Of our $704.6 million of long-lived assets, $89.3 million and $18.5 million relate to long-lived assets in the U.K. and Canada, respectively.

Note 9

Business Segment Information, Continued

 

Nine Months Ended October 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 



(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

908,832

 

$

334,033

 

$

241,832

 

$

104,232

 

$

 

$

1,588,929

 

Intercompany sales

 

 

 

 

 

(9

)

 

(3,246

)

 

 

 

(3,255

)

Net sales to external customers(1)

 

908,832

 

 

334,033

 

 

241,823

 

 

100,986

 

 

 

 

1,585,674

 

Segment operating income (loss)

 

(21,265

)

 

12,110

 

 

10,178

 

 

259

 

 

(23,020

)

 

(21,738

)

Goodwill impairment(2)

 

-

 

 

-

 

 

-

 

 

-

 

 

28,453

 

 

28,453

 

Asset impairments and other(3)

 

 

 

 

 

 

 

 

 

581

 

 

581

 

Operating income (loss)

 

(21,265

)

 

12,110

 

 

10,178

 

 

259

 

 

(52,054

)

 

(50,772

)

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

388

 

 

388

 

Interest expense, net

 

 

 

 

 

 

 

 

 

6,241

 

 

6,241

 

Earnings (loss) from continuing
   operations before income taxes

$

(21,265

)

$

12,110

 

$

10,178

 

$

259

 

$

(58,683

)

$

(57,401

)

Depreciation and amortization

$

23,235

 

$

4,751

 

$

3,622

 

$

669

 

$

3,172

 

$

35,449

 

Capital expenditures

 

32,447

 

 

9,376

 

 

5,277

 

 

1,788

 

 

850

 

 

49,738

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 79% and 21%, respectively, of our net sales in the first nine months of Fiscal 2024.

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.

(3) Asset impairments and other includes a $0.6 million charge for asset impairments in Journeys Group.

 

Nine Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 



(In thousands)

Journeys
Group

 

Schuh
Group

 

Johnston
& Murphy
Group

 

Genesco Brands Group

 

Corporate
& Other

 

Consolidated

 

Sales

$

1,016,396

 

$

294,486

 

$

225,448

 

$

126,442

 

$

 

$

1,662,772

 

Intercompany sales

 

 

 

 

 

 

 

(2,904

)

 

 

 

(2,904

)

Net sales to external customers(1)

 

1,016,396

 

 

294,486

 

 

225,448

 

 

123,538

 

 

 

$

1,659,868

 

Segment operating income (loss)

 

51,235

 

 

5,260

 

 

7,256

 

 

2,551

 

 

(23,055

)

$

43,247

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

(154

)

 

(154

)

Operating income (loss)

 

51,235

 

 

5,260

 

 

7,256

 

 

2,551

 

 

(22,901

)

 

43,401

 

Other components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

198

 

 

198

 

Interest expense

 

 

 

 

 

 

 

 

 

1,608

 

 

1,608

 

Earnings (loss) from continuing
   operations before income taxes

$

51,235

 

$

5,260

 

$

7,256

 

$

2,551

 

$

(24,707

)

$

41,595

 

Depreciation and amortization

$

21,060

 

$

4,607

 

$

3,271

 

$

692

 

$

2,271

 

$

31,901

 

Capital expenditures

 

15,539

 

 

6,278

 

 

5,528

 

 

1,033

 

 

11,467

 

 

39,845

 

 

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 82% and 18%, respectively, of our net sales for the first nine months of Fiscal 2023.

(2) Asset impairments and other includes a $0.5 million charge for asset impairments, which includes $0.2 million in Journeys Group, $0.2 million in Schuh Group and $0.1 million in Genesco Brands Group, partially offset by a $0.7 million gain on the termination of the pension plan.

v3.23.3
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
USD ($)
Segment
Store
Oct. 29, 2022
USD ($)
Segment
Oct. 28, 2023
USD ($)
Segment
Store
Oct. 29, 2022
USD ($)
Segment
Summary of Accounting Policies [Line Items]        
Number of retail stores operated by company | Store 1,360   1,360  
Number of reportable business segments | Segment 4 4 4 4
Selling and administrative expenses $ 267,474 $ 267,734 $ 778,491 $ 756,318
Advertising costs 33,600 31,300 85,300 81,400
Vendor reimbursements of cooperative advertising costs 2,500 5,000 9,100 11,700
Wholesale Costs of Distribution        
Summary of Accounting Policies [Line Items]        
Selling and administrative expenses 3,100 3,700 9,100 9,500
Retail Occupancy Costs        
Summary of Accounting Policies [Line Items]        
Selling and administrative expenses $ 75,500 $ 77,500 $ 228,300 $ 231,800
v3.23.3
Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill by Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Goodwill [Roll Forward]        
Goodwill, beginning balance     $ 38,123  
Impairment $ 0 $ 0 (28,453) [1] $ 0
Effect of foreign currency exchange rates     (387)  
Goodwill, ending balance 9,283 $ 37,903 9,283 $ 37,903
Journeys Group        
Goodwill [Roll Forward]        
Goodwill, beginning balance     9,662  
Effect of foreign currency exchange rates     (379)  
Goodwill, ending balance 9,283   9,283  
Genesco Brands Group        
Goodwill [Roll Forward]        
Goodwill, beginning balance     28,461  
Impairment     (28,453)  
Effect of foreign currency exchange rates     (8)  
Goodwill, ending balance $ 0   $ 0  
[1]

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.

v3.23.3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Jul. 29, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Acquired Finite-Lived Intangible Assets [Line Items]          
Goodwill impairment charge $ 0   $ 0 $ 28,453 [1] $ 0
Genesco Brands Group          
Acquired Finite-Lived Intangible Assets [Line Items]          
Percentage of estimated impairment       50.00%  
Goodwill impairment charge   $ 28,500   $ 28,500  
[1]

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.

v3.23.3
Goodwill and Other Intangible Assets - Summary of Other Intangibles Assets (Details) - USD ($)
$ in Thousands
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Other intangibles by major classes      
Gross other intangibles $ 30,359 $ 30,952  
Accumulated amortization (3,917) (3,522)  
Net Other Intangibles 26,442 27,430 $ 26,208
Trademarks      
Other intangibles by major classes      
Gross other intangibles 23,514 24,077  
Accumulated amortization 0 0  
Net Other Intangibles 23,514 24,077  
Customer Lists      
Other intangibles by major classes      
Gross other intangibles 6,445 6,475  
Accumulated amortization (3,517) (3,122)  
Net Other Intangibles 2,928 3,353  
Other      
Other intangibles by major classes      
Gross other intangibles 400 400  
Accumulated amortization (400) (400)  
Net Other Intangibles $ 0 $ 0  
v3.23.3
Asset Impairments and Other Charges - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Restructuring Cost And Reserve [Line Items]        
Asset impairments and other, net $ (99) [1] $ 0 $ (581) [2] $ 154 [3]
[1] Asset impairments and other includes a $0.1 million charge for asset impairments in Journeys Group.
[2]

(3) Asset impairments and other includes a $0.6 million charge for asset impairments in Journeys Group.

[3]

(2) Asset impairments and other includes a $0.5 million charge for asset impairments, which includes $0.2 million in Journeys Group, $0.2 million in Schuh Group and $0.1 million in Genesco Brands Group, partially offset by a $0.7 million gain on the termination of the pension plan.

v3.23.3
Inventories - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Inventories      
Wholesale finished goods $ 61,571 $ 84,209  
Retail merchandise 455,164 373,808  
Total Inventories $ 516,735 $ 458,017 $ 563,490
v3.23.3
Fair Value - Schedule of Fair Values of Financial Instruments (Details) - USD ($)
$ in Thousands
Oct. 28, 2023
Jan. 28, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount $ 128,163 $ 44,858
Fair Value 128,529 45,083
U.S. Revolver Borrowings    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount 122,101 30,000
Fair Value 122,465 30,219
U.K. Revolver Borrowings    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount 6,062 14,858
Fair Value $ 6,064 $ 14,864
v3.23.3
Fair Value - Additional Information (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Oct. 29, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-lived assets $ 704.5 $ 704.6
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-lived assets 0.8  
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held $ 5.8  
v3.23.3
Earnings Per Share - Summary of Weighted-Average Number of Shares (Details) - shares
shares in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Earnings Per Share [Abstract]        
Weighted-average number of shares - basic 10,898 12,138 11,353 12,637
Common stock equivalents 74 188 0 264
Weighted-average number of shares - diluted 10,972 12,326 11,353 12,901
v3.23.3
Earnings Per Share - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Dec. 06, 2023
Oct. 28, 2023
Jul. 29, 2023
Apr. 29, 2023
Oct. 29, 2022
Jul. 30, 2022
Apr. 30, 2022
Oct. 28, 2023
Oct. 29, 2022
Jan. 29, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                    
Common stock equivalents excluded               120,000    
Stock repurchased during period (in shares)   0     451,343     1,261,295 1,380,272  
Shares repurchased     $ 22,857 $ 9,170 $ 20,768 $ 45,422 $ 6,500 $ 32,000 $ 72,700  
Share price         $ 46.01     $ 25.39 $ 52.66  
Stock repurchase accrued amount                   $ 4,800
Remaining authorized repurchase amount   $ 52,100           $ 52,100    
Subsequent Event [Member]                    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                    
Stock repurchased during period (in shares) 0                  
v3.23.3
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($)
$ in Thousands
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Debt Instrument [Line Items]      
Total long-term debt $ 128,163 $ 44,858  
Current portion 0 0 $ 3,484
Total Noncurrent Portion of Long-Term Debt 128,163 44,858 $ 85,904
U.S. revolver borrowings      
Debt Instrument [Line Items]      
Total long-term debt 122,101 30,000  
U.K. revolver borrowings      
Debt Instrument [Line Items]      
Total long-term debt $ 6,062 $ 14,858  
v3.23.3
Long-Term Debt - Additional Information (Details)
$ in Thousands, £ in Millions, $ in Millions
9 Months Ended
Oct. 28, 2023
USD ($)
Oct. 28, 2023
CAD ($)
Oct. 28, 2023
GBP (£)
Jan. 28, 2023
USD ($)
Debt Instrument [Line Items]        
Carrying Amount $ 128,163     $ 44,858
Long term debt description The revolver borrowings outstanding under the Credit Facility as of October 28, 2023 included $117.2 million U.S. revolver borrowings and $4.9 million (C$6.8 million) related to GCO Canada ULC. In addition, revolver borrowings outstanding under the Facility Agreement were $6.1 million (£5.0 million). We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Agreement as of October 28, 2023. Excess availability under the Credit Facility was $203.4 million at October 28, 2023.      
Revolving Credit Facility        
Debt Instrument [Line Items]        
Excess availability under credit facility $ 203,400      
Genesco Canada Ulc | Revolving Credit Facility        
Debt Instrument [Line Items]        
Carrying Amount 4,900 $ 6.8    
U.S. Revolver Borrowings        
Debt Instrument [Line Items]        
Carrying Amount 122,101     $ 30,000
U.S. Revolver Borrowings | Revolving Credit Facility        
Debt Instrument [Line Items]        
Carrying Amount 117,200      
Facility Agreement | Revolving Credit Facility        
Debt Instrument [Line Items]        
Carrying Amount $ 6,100   £ 5.0  
v3.23.3
Legal Proceedings - Additional Information (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Loss Contingencies [Line Items]      
Amount related to outstanding environmental contingencies $ 1.6 $ 1.7 $ 1.4
v3.23.3
Commitments - Additional Information (Details)
$ in Millions
Oct. 28, 2023
USD ($)
Samsung  
Loss Contingencies [Line Items]  
Historical cost of inventory $ 14.4
v3.23.3
Business Segment Information - Schedule of Business Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Jul. 29, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Jan. 28, 2023
Segment Reporting Information [Line Items]            
Net sales $ 579,315 [1]   $ 603,788 [2] $ 1,585,674 [3] $ 1,659,868 [4]  
Segment operating income (loss) 10,951     (21,738) 43,247  
Goodwill impairment 0   0 28,453 [5] 0  
Asset impairments and other 99 [6]   0 581 [7] (154) [8]  
Operating income (loss) 10,852   26,073 (50,772) 43,401  
Other components of net periodic benefit cost 148   50 388 198  
Interest expense, net 2,207   906 6,241 1,608  
Earnings (loss) from continuing operations before income taxes 8,497   25,117 (57,401) 41,595  
Total assets 1,492,931 [9]   1,536,993 [10] 1,492,931 [9] 1,536,993 [10] $ 1,456,426
Depreciation and amortization 12,330   10,672 35,449 31,901  
Capital expenditures 14,440   10,840 49,738 39,845  
Journeys Group            
Segment Reporting Information [Line Items]            
Net sales 349,367 [1]   380,619 [2] 908,832 [3] 1,016,396 [4]  
Schuh Group            
Segment Reporting Information [Line Items]            
Net sales 118,129 [1]   104,809 [2] 334,033 [3] 294,486 [4]  
Johnston & Murphy Group            
Segment Reporting Information [Line Items]            
Net sales 81,411 [1]   79,614 [2] 241,823 [3] 225,448 [4]  
Genesco Brands Group            
Segment Reporting Information [Line Items]            
Net sales 30,408 [1]   38,746 [2] 100,986 [3] 123,538 [4]  
Goodwill impairment   $ 28,500   28,500    
Operating Segments            
Segment Reporting Information [Line Items]            
Net sales 581,817   605,703 1,588,929 1,662,772  
Operating Segments | Journeys Group            
Segment Reporting Information [Line Items]            
Net sales 349,367   380,619 908,832 1,016,396  
Segment operating income (loss) 11,975     (21,265) 51,235  
Goodwill impairment [5]       0    
Asset impairments and other 0 [6]     0 [7] 0 [8]  
Operating income (loss) 11,975   27,083 (21,265) 51,235  
Other components of net periodic benefit cost 0   0 0 0  
Interest expense, net 0   0 0 0  
Earnings (loss) from continuing operations before income taxes 11,975   27,083 (21,265) 51,235  
Total assets 798,968 [9]   841,021 [10] 798,968 [9] 841,021 [10]  
Depreciation and amortization 8,078   6,849 23,235 21,060  
Capital expenditures 8,235   4,638 32,447 15,539  
Operating Segments | Schuh Group            
Segment Reporting Information [Line Items]            
Net sales 118,129   104,809 334,033 294,486  
Segment operating income (loss) 5,484     12,110 5,260  
Goodwill impairment [5]       0    
Asset impairments and other 0 [6]     0 [7] 0 [8]  
Operating income (loss) 5,484   5,912 12,110 5,260  
Other components of net periodic benefit cost 0   0 0 0  
Interest expense, net 0   0 0 0  
Earnings (loss) from continuing operations before income taxes 5,484   5,912 12,110 5,260  
Total assets 213,036 [9]   206,996 [10] 213,036 [9] 206,996 [10]  
Depreciation and amortization 1,566   1,485 4,751 4,607  
Capital expenditures 3,380   2,405 9,376 6,278  
Operating Segments | Johnston & Murphy Group            
Segment Reporting Information [Line Items]            
Net sales 81,414   79,614 241,832 225,448  
Segment operating income (loss) 2,706     10,178 7,256  
Goodwill impairment [5]       0    
Asset impairments and other 0 [6]     0 [7] 0 [8]  
Operating income (loss) 2,706   3,494 10,178 7,256  
Other components of net periodic benefit cost 0   0 0 0  
Interest expense, net 0   0 0 0  
Earnings (loss) from continuing operations before income taxes 2,706   3,494 10,178 7,256  
Total assets 185,179 [9]   193,039 [10] 185,179 [9] 193,039 [10]  
Depreciation and amortization 1,365   1,092 3,622 3,271  
Capital expenditures 1,975   1,719 5,277 5,528  
Operating Segments | Genesco Brands Group            
Segment Reporting Information [Line Items]            
Net sales 32,907   40,661 104,232 126,442  
Segment operating income (loss) (1,560)     259 2,551  
Goodwill impairment [5]       0    
Asset impairments and other 0 [6]     0 [7] 0 [8]  
Operating income (loss) (1,560)   (1,927) 259 2,551  
Other components of net periodic benefit cost 0   0 0 0  
Interest expense, net 0   0 0 0  
Earnings (loss) from continuing operations before income taxes (1,560)   (1,927) 259 2,551  
Total assets 52,170 [9]   72,586 [10] 52,170 [9] 72,586 [10]  
Depreciation and amortization 265   214 669 692  
Capital expenditures 710   370 1,788 1,033  
Corporate & Other            
Segment Reporting Information [Line Items]            
Net sales 0 [1]   0 [2] 0 [3] 0 [4]  
Segment operating income (loss) (7,654)     (23,020) (23,055)  
Goodwill impairment [5]       28,453    
Asset impairments and other 99 [6]     581 [7] (154) [8]  
Operating income (loss) (7,753)   (8,489) (52,054) (22,901)  
Other components of net periodic benefit cost 148   50 388 198  
Interest expense, net 2,207   906 6,241 1,608  
Earnings (loss) from continuing operations before income taxes (10,108)   (9,445) (58,683) (24,707)  
Total assets 243,578 [9]   223,351 [10] 243,578 [9] 223,351 [10]  
Depreciation and amortization 1,056   1,032 3,172 2,271  
Capital expenditures 140   1,708 850 11,467  
Intercompany Sales            
Segment Reporting Information [Line Items]            
Net sales (2,502)   (1,915) (3,255) (2,904)  
Intercompany Sales | Journeys Group            
Segment Reporting Information [Line Items]            
Net sales 0   0 0 0  
Intercompany Sales | Schuh Group            
Segment Reporting Information [Line Items]            
Net sales 0   0 0 0  
Intercompany Sales | Johnston & Murphy Group            
Segment Reporting Information [Line Items]            
Net sales (3)   0 (9) 0  
Intercompany Sales | Genesco Brands Group            
Segment Reporting Information [Line Items]            
Net sales $ (2,499)   $ (1,915) $ (3,246) $ (2,904)  
[1] Net sales in North America and in the U.K., which includes the ROI, accounted for 80% and 20%, respectively, of our net sales in the third quarter of Fiscal 2024.
[2] Net sales in North America and in the U.K., which includes the ROI, accounted for 83% and 17%, respectively, of our net sales for the third quarter of Fiscal 2023.
[3]

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 79% and 21%, respectively, of our net sales in the first nine months of Fiscal 2024.

[4]

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 82% and 18%, respectively, of our net sales for the first nine months of Fiscal 2023.

[5]

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.

[6] Asset impairments and other includes a $0.1 million charge for asset impairments in Journeys Group.
[7]

(3) Asset impairments and other includes a $0.6 million charge for asset impairments in Journeys Group.

[8]

(2) Asset impairments and other includes a $0.5 million charge for asset impairments, which includes $0.2 million in Journeys Group, $0.2 million in Schuh Group and $0.1 million in Genesco Brands Group, partially offset by a $0.7 million gain on the termination of the pension plan.

[9] Of our $704.5 million of long-lived assets, $87.9 million and $12.9 million relate to long-lived assets in the U.K. and Canada, respectively.
[10]

(2) Of our $704.6 million of long-lived assets, $89.3 million and $18.5 million relate to long-lived assets in the U.K. and Canada, respectively.

v3.23.3
Business Segment Information - Schedule of Business Segment Information (Parenthetical) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 28, 2023
Jul. 29, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Segment Reporting Information [Line Items]          
Asset impairments and other, net $ 99 [1]   $ 0 $ 581 [2] $ (154) [3]
Long-lived assets 704,500   704,600 704,500 704,600
Goodwill impairment 0   0 28,453 [4] 0
U.K.          
Segment Reporting Information [Line Items]          
Long-lived assets 87,900   89,300 87,900 89,300
Canada          
Segment Reporting Information [Line Items]          
Long-lived assets $ 12,900   $ 18,500 $ 12,900 $ 18,500
GeographicConcentrationRiskMember | SalesRevenueNetMember | U.K.          
Segment Reporting Information [Line Items]          
ConcentrationRiskPercentage1 20.00%   17.00% 21.00% 18.00%
GeographicConcentrationRiskMember | SalesRevenueNetMember | NorthAmerica          
Segment Reporting Information [Line Items]          
ConcentrationRiskPercentage1 80.00%   83.00% 79.00% 82.00%
Genesco Brands Group          
Segment Reporting Information [Line Items]          
Goodwill impairment   $ 28,500   $ 28,500  
Retail Store Asset Impairments          
Segment Reporting Information [Line Items]          
Asset impairments and other, net         $ (500)
Retail Store Asset Impairments | Journeys Group          
Segment Reporting Information [Line Items]          
Asset impairments and other, net $ (100)     $ (600) (200)
Retail Store Asset Impairments | Schuh Group          
Segment Reporting Information [Line Items]          
Asset impairments and other, net         (200)
Retail Store Asset Impairments | Genesco Brands Group          
Segment Reporting Information [Line Items]          
Asset impairments and other, net         (100)
Gain on the Termination of the Pension Plan          
Segment Reporting Information [Line Items]          
Asset impairments and other, net         $ (700)
[1] Asset impairments and other includes a $0.1 million charge for asset impairments in Journeys Group.
[2]

(3) Asset impairments and other includes a $0.6 million charge for asset impairments in Journeys Group.

[3]

(2) Asset impairments and other includes a $0.5 million charge for asset impairments, which includes $0.2 million in Journeys Group, $0.2 million in Schuh Group and $0.1 million in Genesco Brands Group, partially offset by a $0.7 million gain on the termination of the pension plan.

[4]

(2) Goodwill impairment of $28.5 million is related to Genesco Brands Group.


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