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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended August 2, 2025 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
Commission File No. 1-3083
Genesco Inc.
(Exact name of registrant as specified in its charter)
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Tennessee |
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62-0211340 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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535 Marriott Drive |
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37214 |
Nashville, |
Tennessee |
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(Zip Code) |
(Address of principal executive offices) |
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Registrant's telephone number, including area code: (615) 367-7000
Securities registered pursuant to Section 12(b) of the Act:
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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:
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
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☐ |
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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 August 29, 2025, there were 10,795,425 shares of the registrant's common stock outstanding.
INDEX
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Part I. Financial Information |
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Item 1. Financial Statements: |
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Condensed Consolidated Balance Sheets - August 2, 2025, February 1, 2025 and August 3, 2024 |
4 |
Condensed Consolidated Statements of Operations - Three and Six Months ended August 2, 2025 and August 3, 2024 |
5 |
Condensed Consolidated Statements of Comprehensive Loss - Three and Six Months ended August 2, 2025 and August 3, 2024 |
6 |
Condensed Consolidated Statements of Cash Flows - Six Months ended August 2, 2025 and August 3, 2024 |
7 |
Condensed Consolidated Statements of Equity - Three and Six Months ended August 2, 2025 and August 3, 2024 |
8 |
Notes to Condensed Consolidated Financial Statements |
9 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
17 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
26 |
Item 4. Controls and Procedures |
26 |
Part II. Other Information |
27 |
Item 1. Legal Proceedings |
27 |
Item 1A. Risk Factors |
27 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
28 |
Item 5. Other Information |
28 |
Item 6. Exhibits |
29 |
Signature |
30 |
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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, e-commerce and shopping mall traffic, the imposition of tariffs (including the timing and amount thereof) on products imported by us or our vendors as well as the ability and costs to move production of products in response to tariffs, 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 store closures and effects on the business as a result of 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; 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, including shipping disruptions near crucial trade routes; 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, the conflict in Israel and the surrounding areas; market weakness in the locations in which we operate; the effectiveness of our omni-channel initiatives; costs associated with changes in minimum wage and overtime requirements; wage pressures; 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; risks related to public health and safety events; 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; the timing and amount of any share repurchases by us; our ability to make our occupancy costs more variable; our ability to achieve expected digital gains and gain market share; changes in tax laws and tax rates and our ability to realize any anticipated tax benefits in both the amount and timeframe anticipated; 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; 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, environmental matters and other disputes that involve us. For a full discussion of risk factors, see Part II, Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q.
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 Part I, Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 which should be read in conjunction with the risk factors in Part II, Item 1A and 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.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Genesco Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
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Assets |
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August 2, 2025 |
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February 1, 2025 |
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August 3, 2024 |
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Current Assets: |
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Cash and cash equivalents |
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$ |
40,989 |
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$ |
34,007 |
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$ |
45,855 |
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Accounts receivable, net of allowances of $2,745 at August 2, 2025, |
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$2,522 at February 1, 2025 and $2,409 at August 3, 2024 |
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54,322 |
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48,865 |
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57,497 |
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Inventories |
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501,008 |
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425,224 |
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450,187 |
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Prepaids and other current assets |
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49,572 |
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100,660 |
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53,181 |
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Total current assets |
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645,891 |
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608,756 |
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606,720 |
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Property and equipment, net |
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238,626 |
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228,022 |
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229,116 |
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Operating lease right of use assets |
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475,221 |
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438,273 |
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402,715 |
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Non-current prepaid income taxes |
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— |
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— |
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58,051 |
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Goodwill |
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9,336 |
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8,863 |
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9,284 |
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Other intangibles |
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27,408 |
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26,059 |
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27,162 |
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Deferred income taxes |
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389 |
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389 |
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25,287 |
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Other noncurrent assets |
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25,054 |
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25,174 |
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25,416 |
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Total Assets |
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1,421,925 |
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1,335,536 |
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1,383,751 |
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Liabilities and Equity |
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Current Liabilities: |
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Accounts payable |
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193,016 |
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168,077 |
|
|
|
187,439 |
|
Current portion - long-term debt |
|
|
13,275 |
|
|
|
— |
|
|
|
— |
|
Current portion - operating lease liabilities |
|
|
123,106 |
|
|
|
124,010 |
|
|
|
122,527 |
|
Other accrued liabilities |
|
|
84,958 |
|
|
|
87,695 |
|
|
|
85,697 |
|
Total current liabilities |
|
|
414,355 |
|
|
|
379,782 |
|
|
|
395,663 |
|
Long-term debt |
|
|
57,677 |
|
|
|
— |
|
|
|
77,839 |
|
Long-term operating lease liabilities |
|
|
395,186 |
|
|
|
361,079 |
|
|
|
329,773 |
|
Other long-term liabilities |
|
|
48,335 |
|
|
|
47,705 |
|
|
|
47,854 |
|
Total liabilities |
|
|
915,553 |
|
|
|
788,566 |
|
|
|
851,129 |
|
Commitments and contingent liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Equity |
|
|
|
|
|
|
|
|
|
Non-redeemable preferred stock |
|
|
835 |
|
|
|
835 |
|
|
|
812 |
|
Common equity: |
|
|
|
|
|
|
|
|
|
Common stock, $1 par value: |
|
|
|
|
|
|
|
|
|
Authorized: 80,000,000 shares |
|
|
|
|
|
|
|
|
|
Issued common stock |
|
|
11,285 |
|
|
|
11,773 |
|
|
|
11,707 |
|
Additional paid-in capital |
|
|
337,552 |
|
|
|
331,756 |
|
|
|
325,775 |
|
Retained earnings |
|
|
212,977 |
|
|
|
265,887 |
|
|
|
251,351 |
|
Accumulated other comprehensive loss |
|
|
(38,420 |
) |
|
|
(45,424 |
) |
|
|
(39,166 |
) |
Treasury shares, at cost (488,464 shares) |
|
|
(17,857 |
) |
|
|
(17,857 |
) |
|
|
(17,857 |
) |
Total equity |
|
|
506,372 |
|
|
|
546,970 |
|
|
|
532,622 |
|
Total Liabilities and Equity |
|
$ |
1,421,925 |
|
|
$ |
1,335,536 |
|
|
$ |
1,383,751 |
|
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
Genesco Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
Net sales |
|
$ |
545,965 |
|
|
$ |
525,188 |
|
|
$ |
1,019,938 |
|
|
$ |
982,785 |
|
Cost of sales |
|
|
296,016 |
|
|
|
279,549 |
|
|
|
548,808 |
|
|
|
520,865 |
|
Gross margin |
|
|
249,949 |
|
|
|
245,639 |
|
|
|
471,130 |
|
|
|
461,920 |
|
Selling and administrative expenses |
|
|
264,265 |
|
|
|
255,135 |
|
|
|
513,300 |
|
|
|
502,966 |
|
Asset impairments and other, net |
|
|
124 |
|
|
|
778 |
|
|
|
415 |
|
|
|
1,356 |
|
Operating loss |
|
|
(14,440 |
) |
|
|
(10,274 |
) |
|
|
(42,585 |
) |
|
|
(42,402 |
) |
Other components of net periodic benefit cost |
|
|
148 |
|
|
|
86 |
|
|
|
328 |
|
|
|
195 |
|
Interest expense, net |
|
|
1,459 |
|
|
|
1,345 |
|
|
|
2,798 |
|
|
|
2,235 |
|
Loss from continuing operations before income taxes |
|
|
(16,047 |
) |
|
|
(11,705 |
) |
|
|
(45,711 |
) |
|
|
(44,832 |
) |
Income tax expense (benefit) |
|
|
2,409 |
|
|
|
(1,776 |
) |
|
|
(6,043 |
) |
|
|
(10,615 |
) |
Loss from continuing operations |
|
|
(18,456 |
) |
|
|
(9,929 |
) |
|
|
(39,668 |
) |
|
|
(34,217 |
) |
Loss from discontinued operations, net of tax |
|
|
(15 |
) |
|
|
(63 |
) |
|
|
(30 |
) |
|
|
(122 |
) |
Net Loss |
|
$ |
(18,471 |
) |
|
$ |
(9,992 |
) |
|
$ |
(39,698 |
) |
|
$ |
(34,339 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(1.79 |
) |
|
$ |
(0.91 |
) |
|
$ |
(3.82 |
) |
|
$ |
(3.13 |
) |
Discontinued operations |
|
|
0.00 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
(0.01 |
) |
Net loss |
|
$ |
(1.79 |
) |
|
$ |
(0.91 |
) |
|
$ |
(3.82 |
) |
|
$ |
(3.14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(1.79 |
) |
|
$ |
(0.91 |
) |
|
$ |
(3.82 |
) |
|
$ |
(3.13 |
) |
Discontinued operations |
|
|
0.00 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
(0.01 |
) |
Net loss |
|
$ |
(1.79 |
) |
|
$ |
(0.91 |
) |
|
$ |
(3.82 |
) |
|
$ |
(3.14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
10,294 |
|
|
|
10,942 |
|
|
|
10,394 |
|
|
|
10,936 |
|
Diluted |
|
|
10,294 |
|
|
|
10,942 |
|
|
|
10,394 |
|
|
|
10,936 |
|
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
Genesco Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
Net loss |
|
$ |
(18,471 |
) |
|
$ |
(9,992 |
) |
|
$ |
(39,698 |
) |
|
$ |
(34,339 |
) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement liability adjustments |
|
|
84 |
|
|
|
21 |
|
|
|
193 |
|
|
|
59 |
|
Foreign currency translation adjustments |
|
|
196 |
|
|
|
1,372 |
|
|
|
6,811 |
|
|
|
399 |
|
Total other comprehensive income |
|
|
280 |
|
|
|
1,393 |
|
|
|
7,004 |
|
|
|
458 |
|
Comprehensive Loss |
|
$ |
(18,191 |
) |
|
$ |
(8,599 |
) |
|
$ |
(32,694 |
) |
|
$ |
(33,881 |
) |
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
Genesco Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
Net loss |
|
$ |
(39,698 |
) |
|
$ |
(34,339 |
) |
Adjustments to reconcile net loss to net cash used in |
|
|
|
|
|
|
operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
26,867 |
|
|
|
26,406 |
|
Deferred income taxes |
|
|
477 |
|
|
|
1,535 |
|
Impairment of long-lived assets |
|
|
34 |
|
|
|
360 |
|
Share-based compensation expense |
|
|
5,912 |
|
|
|
6,760 |
|
Other |
|
|
700 |
|
|
|
204 |
|
Changes in working capital and other assets and liabilities: |
|
|
|
|
|
|
Accounts receivable |
|
|
(5,076 |
) |
|
|
(3,619 |
) |
Inventories |
|
|
(70,146 |
) |
|
|
(70,873 |
) |
Prepaids and other current assets |
|
|
51,719 |
|
|
|
(13,492 |
) |
Accounts payable |
|
|
25,165 |
|
|
|
73,636 |
|
Other accrued liabilities |
|
|
(5,461 |
) |
|
|
9,032 |
|
Other assets and liabilities |
|
|
(5,186 |
) |
|
|
(1,639 |
) |
Net cash used in operating activities |
|
|
(14,693 |
) |
|
|
(6,029 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
Capital expenditures |
|
|
(33,580 |
) |
|
|
(14,274 |
) |
Net cash used in investing activities |
|
|
(33,580 |
) |
|
|
(14,274 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
Borrowings under revolving credit facility |
|
|
251,276 |
|
|
|
197,610 |
|
Payments on revolving credit facility |
|
|
(180,710 |
) |
|
|
(154,376 |
) |
Shares repurchased related to share repurchase plan |
|
|
(12,566 |
) |
|
|
(9,349 |
) |
Shares repurchased related to taxes for share-based awards |
|
|
(1,159 |
) |
|
|
(2,074 |
) |
Change in overdraft balances |
|
|
(1,955 |
) |
|
|
(889 |
) |
Net cash provided by financing activities |
|
|
54,886 |
|
|
|
30,922 |
|
Effect of foreign exchange rate fluctuations on cash |
|
|
369 |
|
|
|
81 |
|
Net increase in cash |
|
|
6,982 |
|
|
|
10,700 |
|
Cash at beginning of period |
|
|
34,007 |
|
|
|
35,155 |
|
Cash at end of period |
|
$ |
40,989 |
|
|
$ |
45,855 |
|
Supplemental information: |
|
|
|
|
|
|
Interest paid |
|
$ |
2,517 |
|
|
$ |
1,995 |
|
Income taxes paid (received) |
|
|
(56,162 |
) |
|
|
1,581 |
|
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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 February 3, 2024 |
$ |
813 |
|
$ |
11,961 |
|
$ |
319,143 |
|
$ |
296,766 |
|
$ |
(39,624 |
) |
$ |
(17,857 |
) |
$ |
571,202 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(24,347 |
) |
|
— |
|
|
— |
|
|
(24,347 |
) |
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(935 |
) |
|
— |
|
|
(935 |
) |
Share-based compensation expense |
|
— |
|
|
— |
|
|
3,307 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,307 |
|
Restricted stock issuance |
|
— |
|
|
198 |
|
|
(198 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Restricted shares withheld for taxes |
|
— |
|
|
(29 |
) |
|
29 |
|
|
(773 |
) |
|
— |
|
|
— |
|
|
(773 |
) |
Other |
|
(1 |
) |
|
(8 |
) |
|
7 |
|
|
1 |
|
|
— |
|
|
— |
|
|
(1 |
) |
Balance May 4, 2024 |
|
812 |
|
|
12,122 |
|
|
322,288 |
|
|
271,647 |
|
|
(40,559 |
) |
|
(17,857 |
) |
|
548,453 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(9,992 |
) |
|
— |
|
|
— |
|
|
(9,992 |
) |
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,393 |
|
|
— |
|
|
1,393 |
|
Share-based compensation expense |
|
— |
|
|
— |
|
|
3,453 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,453 |
|
Restricted stock issuance |
|
— |
|
|
37 |
|
|
(37 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Shares repurchased |
|
— |
|
|
(382 |
) |
|
— |
|
|
(8,967 |
) |
|
— |
|
|
— |
|
|
(9,349 |
) |
Excise taxes related to repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
(35 |
) |
|
— |
|
|
— |
|
|
(35 |
) |
Restricted shares withheld for taxes |
|
— |
|
|
(49 |
) |
|
49 |
|
|
(1,301 |
) |
|
— |
|
|
— |
|
|
(1,301 |
) |
Other |
|
— |
|
|
(21 |
) |
|
22 |
|
|
(1 |
) |
|
— |
|
|
— |
|
|
— |
|
Balance August 3, 2024 |
$ |
812 |
|
$ |
11,707 |
|
$ |
325,775 |
|
$ |
251,351 |
|
$ |
(39,166 |
) |
$ |
(17,857 |
) |
$ |
532,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
Redeemable
Preferred
Stock |
|
Common
Stock |
|
Additional
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury
Shares |
|
Total
Equity |
|
Balance February 1, 2025 |
$ |
835 |
|
$ |
11,773 |
|
$ |
331,756 |
|
$ |
265,887 |
|
$ |
(45,424 |
) |
$ |
(17,857 |
) |
$ |
546,970 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(21,227 |
) |
|
— |
|
|
— |
|
|
(21,227 |
) |
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,724 |
|
|
— |
|
|
6,724 |
|
Share-based compensation expense |
|
— |
|
|
— |
|
|
2,994 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,994 |
|
Restricted stock issuance |
|
— |
|
|
141 |
|
|
(141 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Restricted shares withheld for taxes |
|
— |
|
|
(36 |
) |
|
36 |
|
|
(664 |
) |
|
— |
|
|
— |
|
|
(664 |
) |
Shares repurchased |
|
— |
|
|
(605 |
) |
|
— |
|
|
(11,961 |
) |
|
— |
|
|
— |
|
|
(12,566 |
) |
Other |
|
— |
|
|
(5 |
) |
|
6 |
|
|
— |
|
|
— |
|
|
— |
|
|
1 |
|
Balance May 3, 2025 |
|
835 |
|
|
11,268 |
|
|
334,651 |
|
|
232,035 |
|
|
(38,700 |
) |
|
(17,857 |
) |
|
522,232 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(18,471 |
) |
|
— |
|
|
— |
|
|
(18,471 |
) |
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
280 |
|
|
— |
|
|
280 |
|
Share-based compensation expense |
|
— |
|
|
— |
|
|
2,918 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,918 |
|
Restricted stock issuance |
|
— |
|
|
45 |
|
|
(45 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Excise taxes related to repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
(92 |
) |
|
— |
|
|
— |
|
|
(92 |
) |
Restricted shares withheld for taxes |
|
— |
|
|
(24 |
) |
|
24 |
|
|
(495 |
) |
|
— |
|
|
— |
|
|
(495 |
) |
Other |
|
— |
|
|
(4 |
) |
|
4 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Balance August 2, 2025 |
$ |
835 |
|
$ |
11,285 |
|
$ |
337,552 |
|
$ |
212,977 |
|
$ |
(38,420 |
) |
$ |
(17,857 |
) |
$ |
506,372 |
|
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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 2025, which are contained in our Annual Report on Form 10-K as filed with the SEC on March 26, 2025. 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 January 31, 2026 ("Fiscal 2026") and of the fiscal year ended February 1, 2025 ("Fiscal 2025"), both of which are 52-week years. 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 February 1, 2025 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, apparel 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 and nashvilleshoewarehouse.com as well as catalogs. We also source, design, market and distribute footwear, apparel and accessories at wholesale, primarily under our Johnston & Murphy brand, the licensed Levi's® brand, the licensed Dockers® brand and other brands that we license for footwear. At August 2, 2025, we operated 1,253 retail stores in the U.S., Puerto Rico, Canada, the U.K. and the ROI.
During the three and six months ended August 2, 2025 and August 3, 2024, 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 and Levi's brands, as well as other brands we license for footwear. Our license with Levi's expires in the spring of 2026 and we are in the process of exiting that business during Fiscal 2026.
During the second quarter of Fiscal 2026, we signed a multi-year licensing agreement with Kontoor Brands, Inc. to design, source, market and distribute men's, women's and children's footwear under the Wrangler® brand ("Wrangler"). We expect to launch the first Wrangler footwear collection under the licensing agreement in the Fall of 2026.
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 $2.6 million for each of the second quarters of Fiscal 2026 and Fiscal 2025 and $5.3 million and $5.0 million for the first six months of Fiscal 2026 and Fiscal 2025, respectively.
Retail occupancy costs recorded in selling and administrative expenses were $73.0 million and $73.5 million for the second quarters of Fiscal 2026 and Fiscal 2025, respectively, and $146.4 million and $149.0 million for the first six months of Fiscal 2026 and Fiscal 2025, respectively.
Advertising Costs
Advertising costs were $30.8 million and $27.7 million for the second quarters of Fiscal 2026 and Fiscal 2025, respectively, and $55.0 million and $51.4 million for the first six months of Fiscal 2026 and Fiscal 2025, respectively.
Vendor Allowances
Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $3.6 million and $2.7 million for the second quarters of Fiscal 2026 and Fiscal 2025, respectively, and $7.2 million and $4.6 million for the first six months of Fiscal 2026 and Fiscal 2025, respectively.
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1
Summary of Significant Accounting Policies, Continued
During the first six months of each of Fiscal 2026 and Fiscal 2025, our cooperative advertising reimbursements received were not in excess of the costs incurred.
New Accounting Pronouncements
We continuously monitor and review all current accounting pronouncements and standards from the Financial Accounting Standards Board of U.S. GAAP for applicability to our operations and financial reporting. As of August 2, 2025, there were no other new pronouncements or interpretations, other than those disclosed in the Annual Report on Form 10-K for the fiscal year ended February 1, 2025, that had or were expected to have a significant impact on our financial reporting.
Recent Tax Legislation
On July 4, 2025, H.R. 1, a bill to provide for reconciliation pursuant to title II of H. Con. Res. 14, informally known as the One Big Beautiful Bill Act ("OBBBA"), which includes several measures affecting corporations and other business entities, was signed into law. Among these measures, the OBBBA modifies and permanently extends certain expiring provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”), including the restoration of 100% bonus depreciation, which was scheduled to phase out in 2027 under the TCJA. The OBBBA also permits immediate expensing of research and development expenditures previously capitalized under the TCJA and modifies various components of the international tax framework. The legislation has multiple effective dates, with some provisions taking effect in 2025 and others phased in through 2027. In accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes,” we have recognized the effects of the OBBBA during the second quarter of Fiscal 2026 for the provisions currently enacted. For the fiscal year ending January 31, 2026, we anticipate a material decrease in our U.S. jurisdiction to both the current tax liability and the effective income tax rate as a result of the enactment of income tax law changes under the OBBBA and their interaction with our valuation allowance in the U.S. jurisdiction. Including the impact of the OBBBA tax law changes, we recorded an effective income tax rate of 13.2% in the first six months of Fiscal 2026 compared to an effective income tax rate of 28.5% in the first quarter of Fiscal 2026 before the enactment of the OBBBA. The reduction in the effective income tax rate for the first six months of Fiscal 2026 resulted in a (15.0%) effective income tax rate in the second quarter of Fiscal 2026 as we reversed a portion of the income tax benefit that was recorded in the first quarter of Fiscal 2026.
Note 2
Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the Journeys Group segment were as follows:
|
|
|
|
(In thousands) |
Total
Goodwill |
|
Balance, February 1, 2025 |
$ |
8,863 |
|
Effect of foreign currency exchange rates |
|
473 |
|
Balance, August 2, 2025 |
$ |
9,336 |
|
Other intangibles by major classes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks |
|
Customer Lists |
|
|
Other |
|
|
Total |
|
(In thousands) |
|
August 2, 2025 |
|
|
Feb. 1, 2025 |
|
August 2, 2025 |
|
|
Feb. 1, 2025 |
|
|
August 2, 2025 |
|
|
Feb. 1, 2025 |
|
|
August 2, 2025 |
|
|
Feb. 1, 2025 |
|
Gross other intangibles |
|
$ |
25,472 |
|
|
$ |
23,839 |
|
$ |
6,566 |
|
|
$ |
6,471 |
|
|
$ |
400 |
|
|
$ |
400 |
|
|
$ |
32,438 |
|
|
$ |
30,710 |
|
Accumulated amortization |
|
|
— |
|
|
|
— |
|
|
(4,630 |
) |
|
|
(4,251 |
) |
|
|
(400 |
) |
|
|
(400 |
) |
|
|
(5,030 |
) |
|
|
(4,651 |
) |
Net Other Intangibles |
|
$ |
25,472 |
|
|
$ |
23,839 |
|
$ |
1,936 |
|
|
$ |
2,220 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
27,408 |
|
|
$ |
26,059 |
|
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 3
Inventories
|
|
|
|
|
|
|
|
|
(In thousands) |
|
August 2, 2025 |
|
|
February 1, 2025 |
|
Wholesale finished goods |
|
$ |
80,610 |
|
|
$ |
82,784 |
|
Retail merchandise |
|
|
420,398 |
|
|
|
342,440 |
|
Total Inventories |
|
$ |
501,008 |
|
|
$ |
425,224 |
|
Note 4
Fair Value
Fair Value of Financial Instruments
The carrying amounts and fair values of our financial instruments at August 2, 2025 and February 1, 2025 are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
August 2, 2025 |
|
February 1, 2025 |
|
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
U.S. Revolver Borrowings |
$ |
57,677 |
|
$ |
57,775 |
|
$ |
— |
|
$ |
— |
|
U.K. Revolver Borrowings |
|
13,275 |
|
|
13,289 |
|
|
— |
|
|
— |
|
Total Long-Term Debt |
$ |
70,952 |
|
$ |
71,064 |
|
$ |
— |
|
$ |
— |
|
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. We had $13.3 million of debt classified as current portion as of August 2, 2025 and no debt classified as current portion as of February 1, 2025.
As of August 2, 2025, we had $6.7 million of investments held and used which were measured using Level 1 inputs within the fair value hierarchy.
Note 5
Long-Term Debt
The revolver borrowings outstanding under the Fourth Amended and Restated Credit Agreement dated as of January 31, 2018, as amended, between us, certain of our subsidiaries, the lenders party thereto and Bank of America, N.A. as agent (the "Credit Facility") as of August 2, 2025 included (i) $53.4 million U.S. revolver borrowings and (ii) $4.3 million (CAD $5.9 million) revolver borrowings related to GCO Canada ULC. In addition, we had revolver borrowings outstanding by and between Schuh and Lloyds Bank PLC (the "Facility Agreement") of $13.3 million (£10.0 million) as of August 2, 2025. We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Agreement as of August 2, 2025. Excess availability under the Credit Facility was $268.6 million at August 2, 2025.
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 6
Earnings Per Share
Weighted-average number of shares used to calculate earnings per share are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
(Shares in thousands) |
|
August 2, 2025 |
|
|
August 3, 2024 |
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
Weighted-average number of shares - basic |
|
|
10,294 |
|
|
|
10,942 |
|
|
|
10,394 |
|
|
|
10,936 |
|
Common stock equivalents |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Weighted-average number of shares - diluted |
|
|
10,294 |
|
|
|
10,942 |
|
|
|
10,394 |
|
|
|
10,936 |
|
Common stock equivalents of 0.1 million shares are excluded for each of the three months ended August 2, 2025 and August 3, 2024 and 0.2 million shares are excluded for each of the six months ended August 2, 2025 and August 3, 2024 due to the loss from continuing operations in all periods.
We did not repurchase any shares of our common stock during the second quarter of Fiscal 2026. We repurchased 604,531 shares of our common stock during the first six months of Fiscal 2026 at a cost of $12.6 million, or an average of $20.79 per share. As of August 2, 2025, we had $29.8 million remaining under our expanded share repurchase authorization announced in June 2023. We repurchased 381,711 shares of our common stock during the second quarter and first six months of Fiscal 2025 at a cost of $9.3 million, or an average of $24.49 per share. During the third quarter of Fiscal 2026, through September 11, 2025, we have not repurchased any shares of our common stock.
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 $2.0 million as of August 2, 2025, $2.1 million as of February 1, 2025 and $2.0 million as of August 3, 2024. 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 for discontinued operations are included in other accrued liabilities and other long-term liabilities 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 second quarter of Fiscal 2026 or Fiscal 2025. These charges are included in loss from discontinued operations, net of tax 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.
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 8
Business Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended August 2, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
Journeys
Group |
|
Schuh
Group |
|
Johnston
& Murphy
Group |
|
Genesco Brands Group |
|
Corporate
& Other |
|
Consolidated |
|
Sales |
$ |
318,189 |
|
$ |
126,595 |
|
$ |
68,789 |
|
$ |
32,392 |
|
$ |
— |
|
$ |
545,965 |
|
Intercompany sales elimination |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Net sales to external customers(1) |
|
318,189 |
|
|
126,595 |
|
|
68,789 |
|
|
32,392 |
|
|
— |
|
|
545,965 |
|
Cost of sales |
|
162,761 |
|
|
77,412 |
|
|
31,631 |
|
|
24,212 |
|
|
— |
|
|
296,016 |
|
Gross margin |
|
155,428 |
|
|
49,183 |
|
|
37,158 |
|
|
8,180 |
|
|
— |
|
|
249,949 |
|
Selling and administrative expenses |
|
160,427 |
|
|
49,194 |
|
|
38,940 |
|
|
7,527 |
|
|
8,177 |
|
|
264,265 |
|
Segment operating income (loss) |
|
(4,999 |
) |
|
(11 |
) |
|
(1,782 |
) |
|
653 |
|
|
(8,177 |
) |
|
(14,316 |
) |
Asset impairments and other(2) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
124 |
|
|
124 |
|
Operating income (loss) |
|
(4,999 |
) |
|
(11 |
) |
|
(1,782 |
) |
|
653 |
|
|
(8,301 |
) |
|
(14,440 |
) |
Other components of net periodic benefit cost |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
148 |
|
|
148 |
|
Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,459 |
|
|
1,459 |
|
Earnings (loss) from continuing operations before income taxes |
$ |
(4,999 |
) |
$ |
(11 |
) |
$ |
(1,782 |
) |
$ |
653 |
|
$ |
(9,908 |
) |
$ |
(16,047 |
) |
Total assets (3) |
$ |
766,666 |
|
$ |
220,416 |
|
$ |
196,781 |
|
$ |
69,603 |
|
$ |
168,459 |
|
$ |
1,421,925 |
|
Depreciation and amortization |
|
8,334 |
|
|
2,129 |
|
|
1,692 |
|
|
346 |
|
|
973 |
|
|
13,474 |
|
Capital expenditures |
|
7,697 |
|
|
2,345 |
|
|
4,367 |
|
|
64 |
|
|
209 |
|
|
14,682 |
|
(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 77% and 23%, respectively, of our net sales in the second quarter of Fiscal 2026.
(2) Asset impairments and other includes a $0.1 million charge for severance.
(3) Of our $713.8 million of long-lived assets as of August 2, 2025, $95.3 million and $16.1 million relate to long-lived assets in the U.K. and Canada, respectively.
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 8
Business Segment Information, Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended August 3, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
Journeys
Group |
|
Schuh
Group |
|
Johnston
& Murphy
Group |
|
Genesco Brands Group |
|
Corporate
& Other |
|
Consolidated |
|
Sales |
$ |
298,846 |
|
$ |
124,561 |
|
$ |
71,037 |
|
$ |
30,755 |
|
$ |
— |
|
$ |
525,199 |
|
Intercompany sales elimination |
|
— |
|
|
— |
|
|
— |
|
|
(11 |
) |
|
— |
|
|
(11 |
) |
Net sales to external customers(1) |
|
298,846 |
|
|
124,561 |
|
|
71,037 |
|
|
30,744 |
|
|
— |
|
|
525,188 |
|
Cost of sales |
|
153,617 |
|
|
72,131 |
|
|
33,769 |
|
|
20,032 |
|
|
— |
|
|
279,549 |
|
Gross margin |
|
145,229 |
|
|
52,430 |
|
|
37,268 |
|
|
10,712 |
|
|
— |
|
|
245,639 |
|
Selling and administrative expenses |
|
156,380 |
|
|
45,091 |
|
|
37,671 |
|
|
8,040 |
|
|
7,953 |
|
|
255,135 |
|
Segment operating income (loss) |
|
(11,151 |
) |
|
7,339 |
|
|
(403 |
) |
|
2,672 |
|
|
(7,953 |
) |
|
(9,496 |
) |
Asset impairments and other (2) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
778 |
|
|
778 |
|
Operating income (loss) |
|
(11,151 |
) |
|
7,339 |
|
|
(403 |
) |
|
2,672 |
|
|
(8,731 |
) |
|
(10,274 |
) |
Other components of net periodic benefit cost |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
86 |
|
|
86 |
|
Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,345 |
|
|
1,345 |
|
Earnings (loss) from continuing operations before income taxes |
$ |
(11,151 |
) |
$ |
7,339 |
|
$ |
(403 |
) |
$ |
2,672 |
|
$ |
(10,162 |
) |
$ |
(11,705 |
) |
Total assets (3) |
$ |
668,528 |
|
$ |
205,488 |
|
$ |
157,936 |
|
$ |
80,954 |
|
$ |
270,845 |
|
$ |
1,383,751 |
|
Depreciation and amortization |
|
8,540 |
|
|
1,849 |
|
|
1,394 |
|
|
331 |
|
|
1,055 |
|
|
13,169 |
|
Capital expenditures |
|
4,313 |
|
|
1,764 |
|
|
1,461 |
|
|
304 |
|
|
55 |
|
|
7,897 |
|
(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 76% and 24%, respectively, of our net sales for the second quarter of Fiscal 2025.
(2) Asset impairments and other includes a $0.1 million charge for asset impairments in Journeys Group and $0.7 million for severance.
(3) Of our $631.8 million of long-lived assets as of August 3, 2024, $92.1 million and $11.0 million relate to long-lived assets in the U.K. and Canada, respectively.
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 8
Business Segment Information, Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended August 2, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Journeys
Group |
|
Schuh
Group |
|
Johnston
& Murphy
Group |
|
Genesco Brands Group |
|
Corporate
& Other |
|
Consolidated |
|
Sales |
$ |
590,823 |
|
$ |
222,510 |
|
$ |
145,628 |
|
$ |
60,977 |
|
$ |
— |
|
$ |
1,019,938 |
|
Intercompany sales elimination |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Net sales to external customers(1) |
|
590,823 |
|
|
222,510 |
|
|
145,628 |
|
|
60,977 |
|
|
— |
|
|
1,019,938 |
|
Cost of sales |
|
302,276 |
|
|
135,150 |
|
|
67,333 |
|
|
44,049 |
|
|
— |
|
|
548,808 |
|
Gross margin |
|
288,547 |
|
|
87,360 |
|
|
78,295 |
|
|
16,928 |
|
|
— |
|
|
471,130 |
|
Selling and administrative expenses |
|
308,829 |
|
|
93,502 |
|
|
79,577 |
|
|
15,577 |
|
|
15,815 |
|
|
513,300 |
|
Segment operating income (loss) |
|
(20,282 |
) |
|
(6,142 |
) |
|
(1,282 |
) |
|
1,351 |
|
|
(15,815 |
) |
|
(42,170 |
) |
Asset impairments and other(2) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
415 |
|
|
415 |
|
Operating income (loss) |
|
(20,282 |
) |
|
(6,142 |
) |
|
(1,282 |
) |
|
1,351 |
|
|
(16,230 |
) |
|
(42,585 |
) |
Other components of net periodic benefit cost |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
328 |
|
|
328 |
|
Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,798 |
|
|
2,798 |
|
Earnings (loss) from continuing
operations before income taxes |
$ |
(20,282 |
) |
$ |
(6,142 |
) |
$ |
(1,282 |
) |
$ |
1,351 |
|
$ |
(19,356 |
) |
$ |
(45,711 |
) |
Depreciation and amortization |
$ |
16,583 |
|
$ |
4,053 |
|
$ |
3,480 |
|
$ |
688 |
|
$ |
2,063 |
|
$ |
26,867 |
|
Capital expenditures |
|
18,102 |
|
|
5,974 |
|
|
9,008 |
|
|
140 |
|
|
356 |
|
|
33,580 |
|
(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 78% and 22%, respectively, of our net sales for the first six months of Fiscal 2026.
(2) Asset impairments and other includes a $0.4 million charge for severance.
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 8
Business Segment Information, Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended August 3, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Journeys
Group |
|
Schuh
Group |
|
Johnston
& Murphy
Group |
|
Genesco Brands Group |
|
Corporate
& Other |
|
Consolidated |
|
Sales |
$ |
558,291 |
|
$ |
216,910 |
|
$ |
150,244 |
|
$ |
55,354 |
|
$ |
— |
|
$ |
980,799 |
|
Intercompany sales elimination(1) |
|
— |
|
|
— |
|
|
— |
|
|
1,986 |
|
|
— |
|
|
1,986 |
|
Net sales to external customers(2) |
|
558,291 |
|
|
216,910 |
|
|
150,244 |
|
|
57,340 |
|
|
— |
|
$ |
982,785 |
|
Cost of sales |
|
285,418 |
|
|
126,300 |
|
|
70,382 |
|
|
38,765 |
|
|
— |
|
|
520,865 |
|
Gross margin |
|
272,873 |
|
|
90,610 |
|
|
79,862 |
|
|
18,575 |
|
|
— |
|
|
461,920 |
|
Selling and administrative expenses |
|
302,846 |
|
|
89,167 |
|
|
77,910 |
|
|
16,889 |
|
|
16,154 |
|
|
502,966 |
|
Segment operating income (loss) |
|
(29,973 |
) |
|
1,443 |
|
|
1,952 |
|
|
1,686 |
|
|
(16,154 |
) |
|
(41,046 |
) |
Asset impairments and other(3) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,356 |
|
|
1,356 |
|
Operating income (loss) |
|
(29,973 |
) |
|
1,443 |
|
|
1,952 |
|
|
1,686 |
|
|
(17,510 |
) |
|
(42,402 |
) |
Other components of net periodic benefit cost |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
195 |
|
|
195 |
|
Interest expense |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,235 |
|
|
2,235 |
|
Earnings (loss) from continuing
operations before income taxes |
$ |
(29,973 |
) |
$ |
1,443 |
|
$ |
1,952 |
|
$ |
1,686 |
|
$ |
(19,940 |
) |
$ |
(44,832 |
) |
Depreciation and amortization |
$ |
17,160 |
|
$ |
3,718 |
|
$ |
2,778 |
|
$ |
645 |
|
$ |
2,105 |
|
$ |
26,406 |
|
Capital expenditures |
|
7,804 |
|
|
2,497 |
|
|
3,176 |
|
|
535 |
|
|
262 |
|
|
14,274 |
|
(1) Intercompany sales for the first six months of Fiscal 2025 reflect net intercompany returns.
(2) Net sales in North America and in the U.K., which includes the ROI, accounted for 78% and 22% respectively, of our net sales for the first six months of Fiscal 2025.
(3) Asset impairments and other includes a $0.4 million charge for asset impairments in Journeys Group and $1.0 million for severance.
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 February 1, 2025, 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 increased 4.0% to $546.0 million in the second quarter of Fiscal 2026 compared to $525.2 million in the second quarter of Fiscal 2025. The net sales increase compared to last year's second quarter reflects a 4% increase in comparable sales, including a 5% increase in same store sales reflecting investment in and a strategic focus on the store channel and a 1% increase in e-commerce comparable sales, and a favorable foreign exchange impact, partially offset by the impact of net store closings resulting from our store optimization efforts. The Journeys Group business had a strong second quarter of Fiscal 2026 with comparable sales up 9%, fueled by strength in the product assortment. Schuh Group comparable sales were down 4% for the second quarter of Fiscal 2026 reflecting the challenging retail environment in the U.K. Johnston & Murphy Group comparable sales were up 1% in the second quarter of Fiscal 2026 as customers embraced the new product assortment, but were offset by decreased wholesale sales. By segment, Journeys Group sales increased 6%, Schuh Group sales increased 2% and Genesco Brands Group sales increased 5%, while Johnston & Murphy Group sales decreased 3% in the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025. Schuh Group's sales decreased 4% on a local currency basis for the second quarter of Fiscal 2026.
Gross margin increased 1.8% to $249.9 million in the second quarter of Fiscal 2026 from $245.6 million in the second quarter of Fiscal 2025, but decreased as a percentage of net sales from 46.8% in the second quarter of Fiscal 2025 to 45.8% in the second quarter of Fiscal 2026 reflecting decreased gross margin as a percentage of net sales in Schuh Group and Genesco Brands Group, partially offset by increased gross margin as a percentage of net sales in Journeys Group and Johnston & Murphy Group. The overall decrease in gross margin as a percentage of net sales is due primarily to increased promotional activity at Schuh Group and lower margins at Genesco Brands Group related to the exit of certain licenses and the impact from tariffs, partially offset by increased margins at Johnston & Murphy reflecting price increases and lower retail markdowns as well as improved costs from sourcing optimization.
Selling and administrative expenses in the second quarter of Fiscal 2026 increased 3.6% to $264.3 million from $255.1 million compared to the second quarter of Fiscal 2025, but decreased 20 basis points as a percentage of net sales in the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025 from 48.6% to 48.4%. The decrease as a percentage of net sales reflects decreased occupancy and other expenses, partially offset by increased marketing expense and an unfavorable comparison to a credit for certain non-income taxes last year. By segment, selling and administrative expenses decreased as a percentage of net sales in Journeys Group and Genesco Brands Group, partially offset by increased selling and administrative expenses as a percentage of net sales in Schuh Group and Johnston & Murphy Group.
Operating margin was (2.6)% in the second quarter of Fiscal 2026 compared to (2.0)% in the second quarter of Fiscal 2025 reflecting decreased operating margin in all business units except Journeys Group. The overall decrease in operating margin for the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025 primarily reflects decreased gross margin as a percentage of net sales, partially offset by decreased expenses as a percentage of net sales.
The loss from continuing operations before income taxes (“pretax loss”) for the second quarter of Fiscal 2026 was $16.0 million compared to a pretax loss of $11.7 million for the second quarter of Fiscal 2025. The pretax loss for the second quarter of Fiscal 2026 included asset impairment and other charges of $0.1 million for severance. The pretax loss for the second quarter of Fiscal 2025 included a $0.2 million charge for a distribution model transition in the Genesco Brands Group and asset impairment and other charges of $0.8 million for severance and asset impairments.
We had an effective income tax rate of (15.0)% and 15.2% in the second quarter of Fiscal 2026 and Fiscal 2025, respectively. The lower effective tax rate in the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025 reflects a reduction in the tax benefit recorded in Fiscal 2026 due to the enactment of income tax law changes under the OBBBA and their interaction with our valuation allowance in the U.S. jurisdiction.
The net loss in the second quarter of Fiscal 2026 was $18.5 million, or $1.79 diluted loss per share, compared to a net loss of $10.0 million, or $0.91 diluted loss per share, in the second quarter of Fiscal 2025.
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 February 1, 2025. 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 February 1, 2025.
There have been no significant changes in our definition of significant accounting policies or critical accounting estimates since the end of Fiscal 2025.
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 and other costs. Comparable sales also have a direct impact on our total net revenue, working capital and cash. 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 e-commerce 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.
Operating Margin
Operating margin is a ratio calculated by dividing operating income (loss) by net sales. We believe operating margin provides investors with useful information related to the profitability of our business after considering all of the selling, general and administrative expenses and other operating charges incurred. We use this measure in making financial, operating and planning decisions and in evaluating our overall performance.
Results of Operations – Second Quarter of Fiscal 2026 Compared to Second Quarter of Fiscal 2025
Journeys Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
%
Change |
|
|
|
(dollars in thousands) |
|
|
|
Net sales |
|
$ |
318,189 |
|
|
$ |
298,846 |
|
|
6.5 |
% |
Cost of sales |
|
|
162,761 |
|
|
|
153,617 |
|
|
|
Gross margin |
|
|
155,428 |
|
|
|
145,229 |
|
|
7.0 |
% |
% of sales |
|
|
48.8 |
% |
|
|
48.6 |
% |
|
|
Selling and administrative expenses |
|
|
160,427 |
|
|
|
156,380 |
|
|
2.6 |
% |
% of sales |
|
|
50.4 |
% |
|
|
52.3 |
% |
|
|
Operating loss |
|
$ |
(4,999 |
) |
|
$ |
(11,151 |
) |
|
55.2 |
% |
Operating margin |
|
|
(1.6 |
)% |
|
|
(3.7 |
)% |
|
|
Net sales from Journeys Group increased 6.5% to $318.2 million in the second quarter of Fiscal 2026, compared to $298.8 million in the second quarter of Fiscal 2025. The net sales increase compared to the second quarter of Fiscal 2025 reflects a 9% increase in comparable sales, with a strong increase in the store channel, partially offset by a 5% decrease in the average number of stores in the second quarter of Fiscal 2026. The Journeys Group consumer is more interested in a broader range of brands evidenced by what they are buying and by the more diversified styles they are wearing. The increased comparable sales in the second quarter of Fiscal 2026 was fueled by strength in Journeys Group's product assortment with brands across both athletic and casual posting strong gains. Journeys Group drove noteworthy gains in conversion and higher transaction size in the second quarter of Fiscal 2026.
We closed nine Journeys Group stores and opened four stores in the second quarter of Fiscal 2026. Journeys Group operated 984 stores at the end of the second quarter of Fiscal 2026, including 200 Journeys Kidz stores in the United States, 33 Journeys stores in Canada and 30 Little Burgundy stores in Canada, compared to 1,039 stores at the end of the second quarter of Fiscal 2025, including 220 Journeys Kidz stores in the United States, 39 Journeys stores in Canada and 31 Little Burgundy stores in Canada.
The 210 basis point improvement in operating margin for Journeys Group for the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025 was primarily due to a 190 basis point decrease in selling and administrative expenses as a percentage of net sales. This reflects leverage of expenses as a result of increased revenue in the second quarter of Fiscal 2026, especially occupancy expense and selling salaries, partially offset by increased performance-based compensation expense. In addition, gross margin as a percentage of net sales increased 20 basis points, reflecting lower markdowns and decreased shipping and warehouse expense, partially offset by lower initial margins as a result of changes in brand mix. The decrease in selling and administrative expenses as a percentage of net sales demonstrates the impact of our cost savings initiatives and closing underperforming stores.
Schuh Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
%
Change |
|
|
|
(dollars in thousands) |
|
|
|
Net sales |
|
$ |
126,595 |
|
|
$ |
124,561 |
|
|
1.6 |
% |
Cost of sales |
|
|
77,412 |
|
|
|
72,131 |
|
|
|
Gross margin |
|
|
49,183 |
|
|
|
52,430 |
|
|
(6.2 |
)% |
% of sales |
|
|
38.9 |
% |
|
|
42.1 |
% |
|
|
Selling and administrative expenses |
|
|
49,194 |
|
|
|
45,091 |
|
|
9.1 |
% |
% of sales |
|
|
38.9 |
% |
|
|
36.2 |
% |
|
|
Operating income (loss) |
|
$ |
(11 |
) |
|
$ |
7,339 |
|
NM |
|
Operating margin |
|
|
(0.0 |
)% |
|
|
5.9 |
% |
|
|
Net sales from Schuh Group increased 1.6% to $126.6 million in the second quarter of Fiscal 2026 compared to $124.6 million in the second quarter of Fiscal 2025. Net sales for the second quarter of Fiscal 2026 include a favorable impact of $6.8 million due to changes in foreign exchange rates and increased e-commerce comparable sales, partially offset by decreased same store sales. Schuh Group total comparable sales decreased 4% for the second quarter of Fiscal 2026. Schuh continued to contend with a challenging U.K. retail environment in the second quarter of Fiscal 2026. Schuh Group's e-commerce business remains a key channel for consumer engagement, accounting for over 40% of its sales in the second quarter of Fiscal 2026. Schuh Group's sales decreased 4% on a local currency basis for the second quarter of Fiscal 2026. Schuh Group operated 120 stores at the end of the second quarter of Fiscal 2026, compared to 123 stores at the end of the second quarter of Fiscal 2025.
The 590 basis point decrease in operating margin for Schuh Group for the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025 was due to a 320 basis point decrease in gross margin as a percentage of net sales, reflecting increased promotional activity, including increased loyalty redemptions and promotions to match the competitive environment, and changes in brand mix. The decreased operating margin was also due to a 270 basis point increase in selling and administrative expenses as a percentage of net sales, reflecting deleverage of expenses in the second quarter of Fiscal 2026 on lower store sales, especially marketing expense, selling salaries and occupancy expense, partially offset by decreased compensation expense.
Johnston & Murphy Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
%
Change |
|
|
|
(dollars in thousands) |
|
|
|
Net sales |
|
$ |
68,789 |
|
|
$ |
71,037 |
|
|
(3.2 |
)% |
Cost of sales |
|
|
31,631 |
|
|
|
33,769 |
|
|
|
Gross margin |
|
|
37,158 |
|
|
|
37,268 |
|
|
(0.3 |
)% |
% of sales |
|
|
54.0 |
% |
|
|
52.5 |
% |
|
|
Selling and administrative expenses |
|
|
38,940 |
|
|
|
37,671 |
|
|
3.4 |
% |
% of sales |
|
|
56.6 |
% |
|
|
53.0 |
% |
|
|
Operating loss |
|
$ |
(1,782 |
) |
|
$ |
(403 |
) |
|
(342.2 |
)% |
Operating margin |
|
|
(2.6 |
)% |
|
|
(0.6 |
)% |
|
|
Johnston & Murphy Group net sales decreased 3.2% to $68.8 million for the second quarter of Fiscal 2026 from $71.0 million for the second quarter of Fiscal 2025, primarily due to decreased wholesale sales, a decrease in same store sales and a 3% decrease in the average number of stores in the second quarter of Fiscal 2026, partially offset by increased e-commerce comparable sales. Total comparable sales for Johnston & Murphy increased 1% for the second quarter of Fiscal 2026. With positive total comparable sales for the second quarter of Fiscal 2026, we saw growth in Johnston & Murphy Group's store conversion and transaction size as customers embraced the new product assortment. Retail operations accounted for 82.3% of Johnston & Murphy Group's sales in the second quarter of Fiscal 2026, up from 80.5% in the second quarter of Fiscal 2025.
The store count for Johnston & Murphy Group's retail operations at the end of the second quarter of Fiscal 2026 was 149 full-price retail and factory stores compared to 152 full-price retail and factory stores, including five stores in Canada, at the end of the second quarter of Fiscal 2025. Johnston & Murphy Group closed its five Canadian stores at the end of Fiscal 2025.
The 200 basis point decrease in operating margin for Johnston & Murphy Group for the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025 reflects a 360 basis point increase in selling and administrative expenses as a percentage of net sales for the second quarter of Fiscal 2026 primarily due to the deleverage of expenses, especially depreciation, credit card and occupancy expenses as a result of decreased revenue in the second quarter of Fiscal 2026, as well as an unfavorable comparison to a reversal of performance-based compensation expense in the second quarter of Fiscal 2025. The decrease in operating margin was partially offset by a 150 basis point increase in gross margin as a percentage of net sales for the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025 reflecting improved costs from sourcing optimization, lower retail markdowns and price increases, as well as a higher mix of direct-to-consumer sales volume, partially offset by increased shipping and warehouse expense.
Genesco Brands Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
%
Change |
|
|
|
(dollars in thousands) |
|
|
|
Net sales |
|
$ |
32,392 |
|
|
$ |
30,744 |
|
|
5.4 |
% |
Cost of sales |
|
|
24,212 |
|
|
|
20,032 |
|
|
|
Gross margin |
|
|
8,180 |
|
|
|
10,712 |
|
|
(23.6 |
)% |
% of sales |
|
|
25.3 |
% |
|
|
34.8 |
% |
|
|
Selling and administrative expenses |
|
|
7,527 |
|
|
|
8,040 |
|
|
(6.4 |
)% |
% of sales |
|
|
23.2 |
% |
|
|
26.2 |
% |
|
|
Operating income |
|
$ |
653 |
|
|
$ |
2,672 |
|
|
(75.6 |
)% |
Operating margin |
|
|
2.0 |
% |
|
|
8.7 |
% |
|
|
Genesco Brands Group's net sales increased 5.4% to $32.4 million for the second quarter of Fiscal 2026 from $30.7 million for the second quarter of Fiscal 2025 primarily due to increased sales of Levi's and private label footwear, partially offset by decreased footwear sales for Dockers and other licenses.
The 670 basis point decrease in operating margin for Genesco Brands Group for the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025 was primarily due to decreased gross margin as a percentage of net sales due to higher closeout sales related to the exit of certain licenses and the impact of tariffs. The decrease in operating margin was partially offset by decreased selling and administrative expenses as a percentage of net sales in the second quarter of Fiscal 2026 reflecting leverage of expenses as a result of increased revenue in the second quarter of Fiscal 2026 and decreased performance-based compensation expense, partially offset by increased royalty expense, due to a reversal of royalty expense last year resulting from an amendment to the Levi's license agreement.
Corporate, Interest Expenses and Other Charges
Corporate and other expense for the second quarter of Fiscal 2026 was $8.3 million compared to $8.7 million for the second quarter of Fiscal 2025. Corporate expense in the second quarter of Fiscal 2026 and Fiscal 2025 included asset impairment and other charges of $0.1 million and $0.8 million, respectively, for severance and asset impairments. The corporate expense increase, excluding asset impairment and other charges, reflects increased compensation and other miscellaneous expenses, partially offset by decreased professional fees in the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025.
Net interest expense increased 8.5% to $1.5 million in the second quarter of Fiscal 2026 compared to $1.3 million in the second quarter of Fiscal 2025 primarily reflecting increased revolver borrowings in the U.K. in the second quarter of Fiscal 2026 compared to the second quarter of Fiscal 2025.
Results of Operations – First Six Months of Fiscal 2026 Compared to First Six Months of Fiscal 2025
Our net sales increased 3.8% to $1.02 billion in the first six months of Fiscal 2026 compared to $982.8 million in the first six months of Fiscal 2025. The net sales increase compared to last year's first six months reflects a 5% increase in comparable sales, including a 5% increase in same store sales reflecting investment in and a strategic focus on the store channel and a 4% increase in e-commerce comparable sales, a favorable foreign exchange impact and an increase in wholesale sales, partially offset by the impact of net store closings resulting from our store optimization efforts. The Journeys Group business was strong in the first half of Fiscal 2026 with comparable sales up 9%, fueled by strength in product assortment. Schuh Group comparable sales were down 2% for the first six months of Fiscal 2026 reflecting the challenging retail environment in the U.K. Johnston & Murphy Group comparable sales were flat in the first six months of Fiscal 2026. By segment, Journeys Group sales increased 6%, Schuh Group sales increased 3% and Genesco Brands Group sales increased 6%, while Johnston & Murphy Group sales decreased 3% in the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025. Schuh Group's sales decreased 2% on a local currency basis for the first six months of Fiscal 2026.
Gross margin increased 2.0% to $471.1 million in the first six months of Fiscal 2026 from $461.9 million in the first six months of Fiscal 2025, but decreased as a percentage of net sales from 47.0% in the first six months of Fiscal 2025 to 46.2% in the first six months of Fiscal 2026 reflecting decreased gross margin as a percentage of net sales in all business units except Johnston & Murphy Group. The overall decrease in gross margin as a percentage of net sales is due primarily to increased promotional activity at Schuh Group and lower margins at Genesco Brands Group related to the exit of certain licenses and the impact from tariffs.
Selling and administrative expenses in the first six months of Fiscal 2026 increased 2.1% to $513.3 million from $503.0 million compared to the first six months of Fiscal 2025, but decreased 90 basis points as a percentage of net sales in the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025 from 51.2% to 50.3%. The decrease as a percentage of net sales reflects decreased occupancy and other cost savings initiatives, partially offset by increased marketing expense. By segment, selling and administrative expenses decreased as a percentage of net sales in Journeys Group and Genesco Brands Group, partially offset by increased selling and administrative expenses as a percentage of net sales in Schuh Group and Johnston & Murphy Group.
Operating margin was (4.2)% in the first six months of Fiscal 2026 compared to (4.3)% in the first six months of Fiscal 2025 reflecting improved operating margin in Journeys Group while all other business units had decreased operating margin. The overall improvement in operating margin for the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025 primarily reflects decreased expenses as a percentage of net sales, partially offset by decreased gross margin as a percentage of net sales.
The pretax loss for the first six months of Fiscal 2026 was $45.7 million compared to a pretax loss of $44.8 million for the first six months of Fiscal 2025. The pretax loss for the first six months of Fiscal 2026 included asset impairment and other charges of $0.4 million for severance and asset impairments. The pretax loss for the first six months of Fiscal 2025 included a $1.8 million charge for a distribution model transition in the Genesco Brands Group and asset impairment and other charges of $1.4 million for severance and asset impairments.
We had an effective income tax rate of 13.2% and 23.7% in the first six months of Fiscal 2026 and Fiscal 2025, respectively. The lower effective tax rate in the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025 reflects a smaller tax benefit recorded in Fiscal 2026 due to the enactment of income tax law changes under the OBBBA and their interaction with our valuation allowance in the U.S. jurisdiction.
The net loss in the first six months of Fiscal 2026 was $39.7 million, or $3.82 diluted loss per share, compared to a net loss of $34.3 million, or $3.14 diluted loss per share, in the first six months of Fiscal 2025.
Journeys Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
|
%
Change |
|
|
|
(dollars in thousands) |
|
|
|
|
Net sales |
|
$ |
590,823 |
|
|
$ |
558,291 |
|
|
|
5.8 |
% |
Cost of sales |
|
|
302,276 |
|
|
|
285,418 |
|
|
|
|
Gross margin |
|
|
288,547 |
|
|
|
272,873 |
|
|
|
5.7 |
% |
% of sales |
|
|
48.8 |
% |
|
|
48.9 |
% |
|
|
|
Selling and administrative expenses |
|
|
308,829 |
|
|
|
302,846 |
|
|
|
2.0 |
% |
% of sales |
|
|
52.3 |
% |
|
|
54.2 |
% |
|
|
|
Operating loss |
|
$ |
(20,282 |
) |
|
$ |
(29,973 |
) |
|
|
32.3 |
% |
Operating margin |
|
|
(3.4 |
)% |
|
|
(5.4 |
)% |
|
|
|
Net sales from Journeys Group increased 5.8% to $590.8 million in the first six months of Fiscal 2026, compared to $558.3 million in the first six months of Fiscal 2025. The net sales increase compared to the first six months of Fiscal 2025 reflects a 9% increase in comparable sales, with increases in both stores and e-commerce channels, partially offset by a 5% decrease in the average number of stores in the first six months of Fiscal 2026. The increased comparable sales in the first six months of Fiscal 2026 was fueled by strength in Journeys Group's product assortment with brands across athletic and casual posting strong gains. Journeys Group drove strong gains in conversion and transaction size for the first six months this year.
The 200 basis point improvement in operating margin for Journeys Group for the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025 was due to decreased selling and administrative expenses as a percentage of net sales reflecting leverage of expense as a result of increased revenue in the first six months of Fiscal 2026, especially occupancy expense and selling salaries. The improvement in operating margin was partially offset by a slight decrease in gross margin as a percentage of net sales reflecting decreased initial margins as a result of changes in brand mix, which was offset by lower markdowns and decreased shipping and warehouse expense. The decrease in selling and administrative expenses as a percentage of net sales demonstrates the impact of our cost savings initiatives and closing underperforming stores.
Schuh Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
|
%
Change |
|
|
|
(dollars in thousands) |
|
|
|
|
Net sales |
|
$ |
222,510 |
|
|
$ |
216,910 |
|
|
|
2.6 |
% |
Cost of sales |
|
|
135,150 |
|
|
|
126,300 |
|
|
|
|
Gross margin |
|
|
87,360 |
|
|
|
90,610 |
|
|
|
(3.6 |
)% |
% of sales |
|
|
39.3 |
% |
|
|
41.8 |
% |
|
|
|
Selling and administrative expenses |
|
|
93,502 |
|
|
|
89,167 |
|
|
|
4.9 |
% |
% of sales |
|
|
42.0 |
% |
|
|
41.1 |
% |
|
|
|
Operating income (loss) |
|
$ |
(6,142 |
) |
|
$ |
1,443 |
|
|
NM |
|
Operating margin |
|
|
(2.8 |
)% |
|
|
0.7 |
% |
|
|
|
Net sales from Schuh Group increased 2.6% to $222.5 million in the first six months of Fiscal 2026 compared to $216.9 million in the first six months of Fiscal 2025. Net sales for the first six months of Fiscal 2026 includes a favorable impact of $9.1 million due to changes in foreign exchange rates and an increase in e-commerce comparable sales, partially offset by decreased same store sales. Schuh Group continued to contend with a challenging U.K. retail environment in the first six months of Fiscal 2026. Schuh Group's e-commerce business remains a key channel for consumer engagement, accounting for over 40% of its sales in the first six months of Fiscal 2026. Schuh Group total comparable sales decreased 2% for the first six months of Fiscal 2026. Schuh Group's sales decreased 2% on a local currency basis for the first six months of Fiscal 2026.
Operating margin decreased 350 basis points for Schuh Group for the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025 due to decreased gross margin as a percentage of net sales, reflecting increased promotional activity, including increased loyalty redemptions and promotions to match the competitive environment, and changes in brand mix, partially offset by decreased shipping and warehouse expenses. In addition, selling and administrative expenses increased as a percentage of net sales, reflecting deleverage of expenses, especially occupancy expense, selling salaries and marketing expense, partially offset by decreased compensation expense.
Johnston & Murphy Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
|
%
Change |
|
|
|
(dollars in thousands) |
|
|
|
|
Net sales |
|
$ |
145,628 |
|
|
$ |
150,244 |
|
|
|
(3.1 |
)% |
Cost of sales |
|
|
67,333 |
|
|
|
70,382 |
|
|
|
|
Gross margin |
|
|
78,295 |
|
|
|
79,862 |
|
|
|
(2.0 |
)% |
% of sales |
|
|
53.8 |
% |
|
|
53.2 |
% |
|
|
|
Selling and administrative expenses |
|
|
79,577 |
|
|
|
77,910 |
|
|
|
2.1 |
% |
% of sales |
|
|
54.6 |
% |
|
|
51.9 |
% |
|
|
|
Operating income (loss) |
|
$ |
(1,282 |
) |
|
$ |
1,952 |
|
|
NM |
|
Operating margin |
|
|
(0.9 |
)% |
|
|
1.3 |
% |
|
|
|
Johnston & Murphy Group net sales decreased 3.1% to $145.6 million for the first six months of Fiscal 2026 from $150.2 million for the first six months of Fiscal 2025, primarily due to decreased same store sales, decreased wholesale sales and a 3% decrease in the average number of stores in the first six months of Fiscal 2026. Total comparable sales for Johnston & Murphy Group were flat for the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025. Retail operations accounted for 77.3% of Johnston & Murphy Group's sales in the first six months of Fiscal 2026, up from 77.1% in the first six months of Fiscal 2025.
The 220 basis point decrease in operating margin for Johnston & Murphy Group for the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025 reflects increased selling and administrative expenses as a percentage of net sales for the first six months of Fiscal 2026 primarily due to the deleverage of expenses, especially depreciation and compensation expenses as a result of decreased revenue in the first six months of Fiscal 2026, as well as higher marketing expense in order to expand brand awareness. The decrease in operating margin was partially offset by an increase in gross margin as a percentage of net sales for the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025 primarily due to improved initial margins, reflecting improved costs from sourcing optimization and price increases, partially offset by an increase in shipping and warehouse expense.
Genesco Brands Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
August 2, 2025 |
|
|
August 3, 2024 |
|
|
%
Change |
|
|
|
(dollars in thousands) |
|
|
|
|
Net sales |
|
$ |
60,977 |
|
|
$ |
57,340 |
|
|
|
6.3 |
% |
Cost of sales |
|
|
44,049 |
|
|
|
38,765 |
|
|
|
|
Gross margin |
|
|
16,928 |
|
|
|
18,575 |
|
|
|
(8.9 |
)% |
% of sales |
|
|
27.8 |
% |
|
|
32.4 |
% |
|
|
|
Selling and administrative expenses |
|
|
15,577 |
|
|
|
16,889 |
|
|
|
(7.8 |
)% |
% of sales |
|
|
25.5 |
% |
|
|
29.5 |
% |
|
|
|
Operating income |
|
$ |
1,351 |
|
|
$ |
1,686 |
|
|
|
(19.9 |
)% |
Operating margin |
|
|
2.2 |
% |
|
|
2.9 |
% |
|
|
|
Genesco Brands Group's net sales increased 6.3% to $61.0 million for the first six months of Fiscal 2026 from $57.3 million for the first six months of Fiscal 2025 primarily due to increased sales of Levi's and private label footwear, partially offset by decreased footwear sales in Dockers and other licenses.
The 70 basis point decrease in operating margin for Genesco Brands Group for the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025 was primarily due to decreased gross margin as a percentage of net sales due to higher closeout sales related to the exit of certain licenses and the impact of tariffs as well as an unfavorable change in sales mix, partially offset by a $1.8 million inventory provision for a distribution model transition in the first six months of Fiscal 2025. The decrease in operating margin was partially offset by decreased selling and administrative expenses as a percentage of net sales in the first six months of Fiscal 2026 reflecting leverage of expenses as a result of increased revenue in the first six months of Fiscal 2026 and decreased performance-based compensation expense, partially offset by increased bad debt expense.
Corporate, Interest Expenses and Other Charges
Corporate and other expense for the first six months of Fiscal 2026 was $16.2 million compared to $17.5 million for the first six months of Fiscal 2025. Corporate expense in the first six months of Fiscal 2026 and Fiscal 2025 included asset impairment and other charges of $0.4 million and $1.4 million, respectively, for severance and asset impairments. The corporate expense decrease, excluding asset impairment and other charges, reflects decreased professional fees and performance-based compensation expense in the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025, partially offset by increased compensation and insurance expenses.
Net interest expense increased 25.2% to $2.8 million in the first six months of Fiscal 2026 compared to $2.2 million in the first six months of Fiscal 2025 primarily reflecting increased revolver borrowings in the U.K. and North America in the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
Cash flow changes: |
|
August 2, 2025 |
|
|
August 3, 2024 |
|
|
Increase
(Decrease) |
|
(in thousands) |
|
|
|
Net cash used in operating activities |
|
$ |
(14,693 |
) |
|
$ |
(6,029 |
) |
|
$ |
(8,664 |
) |
Net cash used in investing activities |
|
|
(33,580 |
) |
|
|
(14,274 |
) |
|
|
(19,306 |
) |
Net cash provided by financing activities |
|
|
54,886 |
|
|
|
30,922 |
|
|
|
23,964 |
|
Effect of foreign exchange rate fluctuations on cash |
|
|
369 |
|
|
|
81 |
|
|
|
288 |
|
Net increase in cash |
|
$ |
6,982 |
|
|
$ |
10,700 |
|
|
$ |
(3,718 |
) |
Reasons for the major variances in cash provided by (used in) the table above are as follows:
Cash used in operating activities was $8.7 million higher in the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025, reflecting primarily the following factors:
•
a $65.2 million increase in cash flow from changes in prepaids and other current assets, primarily reflecting the receipt of a $58.3 million income tax refund receivable; partially offset by
•
a $48.5 million decrease in cash flow from changes in accounts payable, primarily reflecting changes in timing of rent payments and changes in buying patterns in the first six months of Fiscal 2026; and
•
a $14.5 million decrease in cash flow from changes in other accrued liabilities, primarily reflecting a higher payment of Fiscal 2025 performance-based compensation accruals in the first six months of Fiscal 2026 compared to the first six months of Fiscal 2025.
Cash used in investing activities was $19.3 million higher for the first six months of Fiscal 2026 as compared to the first six months of Fiscal 2025 reflecting increased capital expenditures primarily related to investments in retail stores.
Cash provided by financing activities was $24.0 million higher in the first six months of Fiscal 2026 as compared to the first six months of Fiscal 2025 reflecting increased net borrowings, partially offset by increased share repurchases in Fiscal 2026 compared to the same period in Fiscal 2025.
Sources of Liquidity and Future Capital Needs
We have three principal sources of liquidity: cash flow from operations, cash 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 2025.
As of August 2, 2025, we have borrowed $53.4 million U.S. revolver borrowings, $4.3 million (CAD $5.9 million) revolver borrowings related to GCO Canada ULC and $13.3 million (£10.0 million) related to Schuh revolver borrowings. We were in compliance with all the relevant terms and conditions of the Credit Facility and the Facility Agreement as of August 2, 2025.
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 2026 and the foreseeable future.
On January 17, 2025, we executed Form 870 with the Internal Revenue Service ("IRS") exam team and began the process of completing the separate Joint Committee on Taxation ("JCT") review of our outstanding U.S. Federal tax refund claim for the Fiscal 2014 to Fiscal 2021 tax periods. As of February 1, 2025, we estimated the refund outstanding to be $59.3 million including interest. During the first quarter of Fiscal 2026, the JCT finalized their review with no changes to the claim and the IRS began the process of issuing the refund. The balance outstanding increased to $60.2 million as a result of additional accrued interest. We received $58.3 million of the refund during the second quarter of Fiscal 2026. The remaining $1.9 million outstanding represents additional interest not yet paid by the IRS that we expect to receive within the next 12 months. As such, the $1.9 million receivable is classified as prepaids and other current assets on the Condensed Consolidated Balance Sheets as of August 2, 2025.
Contractual Obligations
Our contractual obligations at August 2, 2025 increased 21% compared to February 1, 2025, primarily due to increased long-term debt and lease obligations.
Capital Expenditures
Total capital expenditures in Fiscal 2026 are expected to be approximately $55 to $65 million of which approximately 75% is for new stores and renovations and 25% is for other initiatives. 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 Annual Report on Form 10-K for the fiscal year ended February 1, 2025. We also do not currently have any off-balance sheet arrangements.
Common Stock Repurchases
We did not repurchase any shares of our common stock during the second quarter of Fiscal 2026. We repurchased 604,531 shares of our common stock during the first six months of Fiscal 2026 at a cost of $12.6 million, or an average of $20.79 per share. We have $29.8 million remaining as of August 2, 2025 under our expanded share repurchase authorization announced in June 2023. We repurchased 381,711 shares of our common stock during the second quarter and first six months of Fiscal 2025 at a cost of $9.3 million, or an average of $24.49 per share. During the third quarter of Fiscal 2026, through September 11, 2025, we have not repurchased any shares of our common stock.
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 second quarter of Fiscal 2026 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 February 1, 2025. There have been no material changes to our exposure to market risks from those disclosed in the Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
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 August 2, 2025, 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
There were no changes in our internal control over financial reporting that occurred during our second quarter of Fiscal 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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
Reference is made to the factors set forth under the caption “Cautionary Notice Regarding Forward-Looking Statements” in this quarterly report on Form 10-Q and other risk factors described in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, which are incorporated herein by reference. There have not been any material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended February 1, 2025, except as set forth below.
You should carefully consider these risk factors, all or any of 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.
Government actions and regulations, including tariffs, export restrictions and other trade protection measures, may have a material adverse impact on our business.
The Company’s business is subject to risks related to tariffs and other trade policies put in place by the U.S. and/or other countries since most of the goods we sell are imported from outside the U.S. The goods sold through our retail businesses (approximately 80% of our sales) are sourced by our vendor partners and we directly source the goods sold by our branded businesses (approximately 20% of our sales). Over the past several years, we have worked to diversify our direct sourcing with a focus on reducing exposure to countries where tariffs are high and we have previously identified tariff and trade policy as a risk factor. In 2025, the U.S. government announced the imposition of additional tariffs on certain goods imported from numerous countries, including China, Brazil, India and Vietnam. Multiple nations, including China, responded with reciprocal tariffs and other trade actions. The recent enactment of tariffs by the U.S. government, along with the unpredictability of the rates and other potential actions that may be taken by the U.S. government and foreign governments (including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and counter sanctions, safeguards or customs restrictions) may materially increase our costs and reduce our margins. These actions may also lead to higher pricing for our products, potentially reducing consumer demand and impacting our sales. We are actively monitoring the impact of any tariffs that become effective, as well as potential retaliatory actions by other countries. We are currently taking actions to mitigate this cost pressure, including accelerating, increasing or canceling inventory, further diversifying suppliers and re-sourcing to countries with lower tariffs, working with longstanding factory partners to reduce costs, identifying further cost reductions across our business and planning for strategic price increases. However, there can be no assurance that we will be able to implement any strategies in a timely fashion, that these measures will be successful, or that they will offset the negative impact of the tariffs and other government actions on our business.
Given the uncertainty regarding scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the U.S. or other countries, the specific impact to our business, results of operations, cash flows and financial condition is uncertain but could be material.
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 |
|
May 2025 |
|
|
|
|
|
|
|
|
5-4-25 to 5-31-25(1) |
|
— |
|
$ |
— |
|
|
— |
|
$ |
29,755 |
|
|
|
|
|
|
|
|
|
|
June 2025 |
|
|
|
|
|
|
|
|
6-1-25 to 6-28-25(1) |
|
— |
|
$ |
— |
|
|
— |
|
$ |
29,755 |
|
|
|
|
|
|
|
|
|
|
July 2025 |
|
|
|
|
|
|
|
|
6-29-25 to 8-2-25 (1) |
|
— |
|
$ |
— |
|
|
— |
|
$ |
29,755 |
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6-29-25 to 8-2-25 (2) |
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23,765 |
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$ |
20.83 |
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— |
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Total |
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23,765 |
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$ |
20.83 |
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|
— |
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$ |
29,755 |
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(1) Share repurchases were made pursuant to a $100.0 million share repurchase program approved by our Board of Directors and announced in February 2022, and in June 2023, our 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. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. The repurchase program may be limited, temporarily paused, or terminated by our Board of Directors at any time without prior notice. |
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(2) These shares represent shares withheld from vested restricted stock to satisfy the minimum withholding requirement for federal and state taxes. |
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Item 5. Other Information
Insider Trading Arrangements
During the second quarter of Fiscal 2026, no director or officer (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 (a) and (c) of Regulation S-K).
Item 6. Exhibits
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Exhibit Index |
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(10.1) |
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Form of Genesco Inc. Performance Share Unit Agreement. |
(31.1) |
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Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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(31.2) |
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Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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(32.1) |
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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. |
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(32.2) |
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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. |
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101 |
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The following materials from Genesco Inc.'s Quarterly Report on Form 10-Q for the quarter ended August 2, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at August 2, 2025, February 1, 2025 and August 3, 2024, (ii) Condensed Consolidated Statements of Operations for each of the three and six months ended August 2, 2025 and August 3, 2024, (iii) Condensed Consolidated Statements of Comprehensive Loss for each of the three and six months ended August 2, 2025 and August 3, 2024, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended August 2, 2025 and August 3, 2024, (v) Condensed Consolidated Statements of Equity for each of the three and six months ended August 2, 2025 and August 3, 2024, and (vi) Notes to the Condensed Consolidated Financial Statements. |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
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Genesco Inc. |
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By: |
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/s/ Cassandra E. Harris |
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Cassandra E. Harris |
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Senior Vice President - Finance and
Chief Financial Officer
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Date: September 11, 2025
EX-10.1
2
gco-ex10_1.htm
EX-10.1
EX-10.1
Exhibit 10.1
FORM OF GENESCO INC.
PERFORMANCE SHARE UNIT AGREEMENT
This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the ____day of _________, 20__ (the “Grant Date”), between Genesco Inc., a Tennessee corporation (together with its Subsidiaries and Successors, the “Company”), and [Participant Name], (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan, as may be amended and restated from time to time (the “Plan”).
WHEREAS, the Company has adopted the Plan, which permits the issuance of Performance Awards, including Restricted Share Units that provide the right to receive Shares upon the attainment of performance objectives and other vesting conditions (each, a “Performance Share Unit”); and
WHEREAS, the Committee has determined that the Grantee is entitled to an Award of Performance Share Units under the Plan on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
PERFORMANCE SHARE UNIT GRANT
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Grantee: |
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[Participant Name]
[Participant Address]
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Target Number of Performance Share Units Granted Hereunder (“Target Award”): |
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[Award] |
Grant Date: |
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[Grant Date] |
1.
Grant of Performance Share Unit Award.
1.1
The Company hereby grants the Performance Share Units (“PSUs”) set forth above to the Grantee as a Performance Award, subject to the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. A bookkeeping account will be maintained by the Company to keep track of the PSUs and any Dividend Equivalent Units (as defined in Section 3) that may accrue as provided in Section 3.
1.2
The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the dates on which the PSUs shall vest in accordance with Section 2 hereof. This Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of in any manner, except by will or the laws of descent and distribution. Any purported sale, assignment, transfer, pledge, hypothecation, loan or other disposition other than in accordance with this Section 1.2 shall be null and void.
(a)
Except as provided in Section 2.2, Section 2.3 or Section 2.4, the Award shall vest as of the end of the Performance Period (as defined in Section 15.2) (the “Normal Vesting Date”), but only if and to the extent (a) the Company has achieved the Performance Targets (as defined in Section 15.3) over the Performance Period, and (b) the Grantee has remained in continuous employment with the Company through the Normal Vesting Date. The number of PSUs that shall be eligible to vest pursuant to this Award (the “Earned PSUs”) shall be determined based on the degree to which Performance Targets are achieved during the Performance Period as set forth in the Performance Targets Appendix described in Section 15.4. The Earned PSUs will be determined by multiplying (a) the Target Award (including any Dividend Equivalent Rights previously credited pursuant to this Award Agreement) by (b) the applicable percentages corresponding to the Performance Targets achieved by actual performance over the Performance Period. The number of Earned PSUs may be greater than or less than the Target Award, as determined by such percentages set forth in the Performance Targets Appendix. The applicable date of vesting shall be referred to herein as the “Vesting Date.”
(b)
Any PSUs that are not Earned PSUs as of the end of the Performance Period, or after adjustment pursuant to any Proration Factor (as defined in Section 2.2) shall immediately be forfeited and cancelled without any further action by Grantee or the Company.
2.2
Death or Disability; Retirement; Involuntary Termination Without Cause.
(a)
Notwithstanding Section 2.1, in the event the Grantee’s employment with the Company terminates prior to the Normal Vesting Date on account of the Grantee’s death or Disability, the Grantee (or the estate or legal representative thereof) shall be deemed to be vested in a number of PSUs equal to the Target Award as of the date of such termination of employment.
(b)
Notwithstanding Section 2.1, in the event the Grantee’s employment with the Company terminates prior to the Normal Vesting Date on account of Retirement, the Grantee shall remain eligible to vest in a portion of the Award as of the end of the Performance Period determined as follows: the number of Earned PSUs shall equal the product of (A) the number of Earned PSUs determined pursuant to Section 2.1(a) at the end of the Performance Period, multiplied by (B) a fraction, the numerator of which is the number of whole months during the Performance Period during which the Grantee was employed by the Company, and the denominator of which is the total number of whole months in the Performance Period (such fraction, the “Proration Factor”). Any such Earned PSUs shall settle at the time set forth in Section 2.5 as if the Grantee had remained in continuous employment with the Company up to the Normal Vesting Date, or if earlier, upon the determination of the number of PSUs that shall be eligible to vest in connection with a Change in Control as described in Section 2.4.
Notwithstanding Section 2.1, in the event the Grantee’s employment with the Company terminates prior to the Normal Vesting Date as a result of an involuntary termination without Cause by the Company, the Grantee shall remain eligible to vest in a portion of the Award as of the end of the Performance Period determined as follows: the number of Earned PSUs shall equal the product of (1) the Proration Factor, multiplied by (2) the lesser of (x) the number of Earned PSUs determined pursuant to Section 2.1(a) at the end of the Performance Period, and (y) the Target Award; provided, that this Section 2.2(c) shall not apply if the Grantee’s involuntary termination without Cause occurs prior to the first anniversary of the first day of the Performance Period. Any such Earned PSUs shall settle at the time set forth in Section 2.5 as if the Grantee had remained in continuous employment with the Company up to the Normal Vesting Date, or if earlier, upon the determination of the number of PSUs that shall be eligible to vest in connection with a Change in Control as described in Section 2.4.
(d)
In the event the Grantee’s employment has terminated as described in Section 2.2(b) or Section 2.2(c), and the Grantee subsequently dies more than six months prior to the Normal Vesting Date, the provisions of Section 2.2(b) or Section 2.2(c) shall be applied as if the Performance Targets had been achieved at the 100% Target Award level, and the applicable number of PSUs (after applying the applicable proration) shall immediately thereupon vest and be settled.
2.3
Termination of Employment. Except as provided in Section 2.2, Section 2.4 or as otherwise provided by the Committee, if the Grantee’s service with the Company terminates for any reason prior to the Normal Vesting Date, the Grantee shall forfeit all rights with respect to all PSUs subject to this Award that are not vested on such date of termination.
2.4
Change in Control. Upon the occurrence of a Change in Control,
(a)
In the event the entity surviving the Change in Control (the “Successor”) assumes the Award granted hereby, (1) any in process Performance Periods shall end upon the date immediately preceding the Change in Control, (2) if the Change in Control occurs within the first year of the Performance Period, the number of PSUs that shall be eligible to vest shall be equal to the Target Award, (3) if the Change in Control occurs after the first year of the Performance Period but prior to the end of the Performance Period, the number of PSUs that shall be eligible to vest shall be based on the attainment of the Performance Targets through the portion of the Performance Period ending not later than the effective date of the Change in Control, in such manner as determined by the Committee, (4) such number of PSUs that are eligible to vest shall vest on the Normal Vesting Date, provided that the Grantee remains in continuous employment with the Successor through the Normal Vesting Date, and (5) notwithstanding Section 2.3 and the previous clause, in the event that, within 24 months following the Change in Control, the Grantee’s employment with the Successor is terminated without Cause by the Successor, or terminates for Good Reason by the Grantee or on account of the Grantee’s death or Disability prior to the Normal Vesting Date, the number of PSUs that are eligible to vest on the Normal Vesting Date shall immediately vest and the applicable Shares (or the cash value thereof) shall be released to the Grantee (or the Grantee’s estate or other legal representative) upon the Grantee’s termination of employment.
In the event the Successor does not assume the Award granted hereby, (1) if the Change in Control occurs within the first year of the Performance Period, a number of PSUs equal to the Target Award shall vest as of the effective date of the Change in Control or (2) if the Change in Control occurs after the first year of the Performance Period but prior to the end of the Performance Period, a number of PSUs shall vest based on the attainment of the Performance Targets through the portion of the Performance Period ending not later than the effective date of the Change in Control, in such manner as determined by the Committee, and the appropriate number of Shares shall be released in accordance with Section 2.5; provided however, this Section 2.4(b) shall not apply if the Change in Control is not a 409A Change in Control.
2.5
Settlement. The Grantee shall be entitled to settlement of the Earned PSUs covered by this Agreement at the time that such Earned PSUs vest pursuant to Section 2.1, Section 2.2 or Section 2.4, as applicable, or if applicable, the date on which the Committee provides the determination set forth in Section 2.1(a) (any such date, the “Settlement Date”). Such settlement shall be made as promptly as practicable thereafter (but in no event after the earlier of the thirtieth day following the Settlement Date or the date that is two months and fifteen days following the Normal Vesting Date), through the issuance to the Grantee (or to the executors or administrators of the Grantee’s estate in the event of the Grantee’s death) of a stock certificate (or evidence such Shares have been registered in the name of the Grantee with the relevant stock agent) for a number of Shares equal to the number of such vested Earned PSUs and any Dividend Equivalent Units that may have accrued pursuant to Section 3 hereof. Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part Shares in lieu of settling the Earned PSUs that vest on such Vesting Date solely in Shares. If a cash payment is made in lieu of delivering Shares, the amount of such payment shall be equal to the Fair Market Value (as defined in the Plan) of the Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the Earned PSUs. The Shares or any cash payment in lieu of Shares will be delivered to the Grantee as soon as practicable following each Vesting Date, but in any event within 30 days of such date.
2.6
Withholding Obligations. Except as otherwise provided by the Committee, upon the settlement of any PSUs subject to this Award, the Company shall reduce the number of Shares that would otherwise be issued to the Grantee upon settlement of the Award by a number of Shares having an aggregate Fair Market Value on the date of such issuance equal to the payment to satisfy the applicable withholding tax obligation of the Company with respect to which the Award is being settled; provided, that in the event Shares are not otherwise deliverable to the Grantee at the time a Company withholding obligation arises, the Company may satisfy such obligation from wages or other amounts payable to the Grantee as may be allowed by law, or by requiring the Grantee to remit such withholding taxes to the Company in cash or by check.
At the time of any payment of dividends to stockholders on Shares, the PSUs will be credited with additional Performance Share Units (the “Dividend Equivalent Units”) (including fractional units) for cash dividends paid on Shares by (a) multiplying the cash dividend paid per Share by the number of PSUs (and previously credited Dividend Equivalent Units) outstanding and unpaid, and (b) dividing the product determined above by the Fair Market Value of a Share, in each case, on the dividend record date. The PSUs will be credited with Dividend Equivalent Units for stock dividends paid on Shares by multiplying the stock dividend paid per Share by the number of PSUs equal to the Target Award (and previously credited Dividend Equivalent Units) outstanding and unpaid on the dividend record date.
Each Dividend Equivalent Unit shall have a value equal to one Share. Any Dividend Equivalent Unit will be subject to the same vesting, payment and other terms and conditions and restrictions as the PSUs to which the Dividend Equivalent Unit relates. For the avoidance of doubt, no Dividend Equivalent Units shall accrue under this Section 3 in the event that any Dividend Equivalent Units or other applicable adjustments pursuant to Section 5 hereof provide similar benefits.
4.
No Right to Continued Service.
Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Grantee any right to continue service as an officer or employee of the Company.
The provisions of Section 4.2 (Adjustments) and Section 13 (Change in Control) of the Plan are hereby incorporated by reference, and the PSUs (and any Dividend Equivalent Units) are subject to such provisions. Any determination made by the Committee or the Board pursuant to such provisions shall be made in accordance with the provisions of the Plan and shall be final and binding for all purposes of the Plan and this Agreement.
6.
Administration Subject to Plan.
The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award.
7.
Modification of Agreement.
Subject to applicable restrictions provided in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Grantee or any holder or beneficiary of the Award in more than a de minimis way shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.
Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any Dividend Equivalent Units related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the U.S. Treasury Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any Dividend Equivalent Units may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any Dividend Equivalent Units in strict compliance with Section 409A of the Code.
Further, notwithstanding anything herein to the contrary, if at the time of the Grantee’s termination of employment with the Company, the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and the Grantee shall be deemed to have remained employed so long as the Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related Dividend Equivalent Units) constitutes a “separate payment” for purposes of Section 409A of the Code.
If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee without giving effect to the conflicts of law principles thereof, except to the extent that such laws are preempted by Federal law.
11.
Successors in Interest.
This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.
12.
Resolution of Disputes.
Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee and shall be final, binding and conclusive on the Grantee and the Company for all purposes. In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be resolved in accordance with the foregoing, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration process shall take place within the Nashville, Tennessee metropolitan area. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning.
Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator. If the Grantee substantially prevails on any of his or her substantive legal claims, then the Company shall reimburse all legal fees and arbitration fees incurred by the Grantee to arbitrate the dispute.
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Corporate Secretary or its designee, and any notice to be given to the Grantee shall be addressed to the Grantee at the address (including an electronic address) then reflected in the Company’s books and records. By a notice given pursuant to this Section 13, either party may hereafter designate a different address for notices to be given to such party. Any notice, which is required to be given to the Grantee, shall, if the Grantee is then deceased, be given to the Grantee’s personal representative if such representative has previously informed the Company of the personal representative’s status and address by written notice under this Section 13. Any notice shall have been deemed duly given when (i) delivered in person, (ii) delivered in an electronic form approved by the Company, (iii) enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service, or (iv) enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with fees prepaid) in an office regularly maintained by FedEx, UPS, or comparable non-public mail carrier.
14.
Recoupment. The Award granted to Grantee pursuant to this Agreement, and any prior awards granted to Grantee under the Plan, shall be subject to forfeiture, repayment, reimbursement or other recoupment (i) to the extent provided in the Company’s Amended and Restated Compensation Recoupment Policy, as it may be amended from time to time (the “Clawback Policy”), (ii) to the extent that Grantee in the future becomes subject to any other recoupment or clawback policy hereafter adopted by the Company, including any such policy adopted by the Company to comply with the requirements of any applicable laws, rules or regulations, such policies referenced in clause (i) or this clause (ii), collectively, the “Policies”), and (iii) to the extent provided under any applicable laws and/or listing standards which impose mandatory recoupment, under circumstances set forth in such applicable laws and listing standards. The Company may utilize any method of recovery specified in the Policies in connection with any Award recoupment pursuant to the terms of the Policies.
15.1
“409A Change in Control” means a Change in Control; provided however, that a transaction shall not constitute a 409A Change in Control unless it is a “change in ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.
15.2
“Disability” means the inability of the Grantee to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstance “Performance Period” means the period beginning _________, 20__ and ending _________, 20__.
15.4
“Performance Targets” means the standards established by the Committee for the Performance Period to determine, in whole or in part, the number of vested PSUs pursuant to Section 2, which standards are specified in a separate document appended to this Agreement and made a part of this Agreement for all purposes (such document, the “Performance Targets Appendix”).
15.5
“Retirement” means the Grantee’s voluntary resignation from service with the Company (i) after attaining 55 years of age and five years of service with the Company, or (ii) where the sum of the Grantee’s (x) age in years, and (y) years of continuous service with the Company, equals at least 70 years; provided, however, that in all cases the Grantee provides written notice to the Committee of the Grantee’s intention to resign from service with the Company at least six months in advance of such resignation; and provided, further, that Grantee complies with all restrictive covenants including any non-competition, non-solicitation, non-disparagement and confidentiality obligations.
IN WITNESS WHEREOF, the parties have caused this Performance Share Unit Agreement to be duly executed effective as of the day and year first above written.
Genesco Inc.
By:
Grantee:
(electronically accepted)
[Signature Page to Performance Share Unit Agreement]
EX-31.1
3
gco-ex31_1.htm
EX-31.1
EX-31.1
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: September 11, 2025
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/s/ Mimi E. Vaughn |
Mimi E. Vaughn |
Chief Executive Officer |
EX-31.2
4
gco-ex31_2.htm
EX-31.2
EX-31.2
Exhibit 31.2
CERTIFICATIONS
I, Cassandra E. Harris, 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: September 11, 2025
|
/s/ Cassandra E. Harris |
Cassandra E. Harris |
Senior Vice President - Finance and Chief Financial Officer |
EX-32.1
5
gco-ex32_1.htm
EX-32.1
EX-32.1
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 August 2, 2025, 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 |
September 11, 2025 |
EX-32.2
6
gco-ex32_2.htm
EX-32.2
EX-32.2
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 August 2, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cassandra E. Harris, 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/ Cassandra E. Harris |
Cassandra E. Harris |
Senior Vice President - Finance and Chief Financial Officer |
September 11, 2025 |
