GENESCO INC

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 2024, which are contained in our Annual Report on Form 10-K as filed with the SEC on March 27, 2024. The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending February 1, 2025 ("Fiscal 2025"), which is a 52-week year, and of the fiscal year ended February 3, 2024 ("Fiscal 2024"), which was a 53-week year. 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 3, 2024 has been derived from the audited financial statements at that date.

Nature of Operations

Genesco Inc. and its subsidiaries (collectively the "Company", "Genesco," "we", "our", or "us") business includes the sourcing and design, marketing and distribution of footwear and accessories through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys®, Journeys Kidz®, Little Burgundy® and Johnston & Murphy® banners and under the Schuh® banner in the United Kingdom (“U.K.”) and the Republic of Ireland (“ROI”); through e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, littleburgundyshoes.com, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com, johnstonmurphy.ca, nashvilleshoewarehouse.com and dockersshoes.com as well as catalogs. We also source, design, market and distribute footwear and accessories at wholesale, primarily under our Johnston & Murphy brand, the licensed Levi's® brand, the licensed Dockers® brand, the licensed G.H. Bass® brand and other brands that we license for footwear. At November 2, 2024, we operated 1,302 retail stores in the U.S., Puerto Rico, Canada, the U.K. and the ROI.

During the three and nine months ended November 2, 2024 and October 28, 2023, we operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys, Journeys Kidz and Little Burgundy retail footwear chains and e-commerce operations; (ii) Schuh Group, comprised of the Schuh retail footwear chain and e-commerce operations; (iii) Johnston & Murphy Group, comprised of Johnston & Murphy retail operations, e-commerce operations and wholesale distribution of products under the Johnston & Murphy brand; and (iv) Genesco Brands Group, comprised of the licensed Dockers, Levi's, and G.H. Bass brands, as well as other brands we license for footwear.

Selling and Administrative Expenses

Wholesale costs of distribution are included in selling and administrative expenses on the Condensed Consolidated Statements of Operations in the amount of$2.4 million and$3.1 million for the third quarters of Fiscal 2025 and Fiscal 2024, respectively, and$7.4 million and$9.1 million for the first nine months of Fiscal 2025 and Fiscal 2024, respectively.

Retail occupancy costs recorded in selling and administrative expenses were$75.7 million and$75.5 million for the third quarters of Fiscal 2025 and Fiscal 2024, respectively, and$224.7 million and$228.3 million for the first nine months of Fiscal 2025 and Fiscal 2024, respectively.

Advertising Costs

Advertising costs were$36.6 million and$33.6 million for the third quarters of Fiscal 2025 and Fiscal 2024, respectively, and$88.0 million and$85.3 million for the first nine months of Fiscal 2025 and Fiscal 2024, respectively.

Vendor Allowances

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were$3.1 million and$2.5 million for the third quarters of Fiscal 2025 and Fiscal 2024, respectively, and$7.7 million and$9.1 million for the first nine months of Fiscal 2025 and Fiscal 2024, respectively. During the first nine months of each of Fiscal 2025 and Fiscal 2024, our cooperative advertising reimbursements received were not in excess of the costs incurred.

Note 1

Summary of Significant Accounting Policies, Continued

Income Tax

We regularly assess the need for a valuation allowance against our deferred tax assets. In making that assessment, we consider all available evidence, both positive and negative, including but not limited to earnings history, projected future outcomes, industry and market trends and the nature of each of the deferred tax assets in assessing the extent to which a valuation allowance should be applied against our U.S. and foreign deferred tax assets. We now expect our U.S. jurisdiction to be in a cumulative loss position within the near term which we believe is a new significant piece of negative evidence in the third quarter of Fiscal 2025. Due to the weight of the cumulative loss position for our U.S. jurisdiction in our objective analysis of all the positive and negative evidence, we no longer believe it is more likely than not we will realize certain U.S. deferred tax assets. As a result, we recorded a full valuation allowance against our U.S. deferred tax assets of$26.3 million for the third quarter of Fiscal 2025, which is included in income tax expense (benefit) in our Condensed Consolidated Statements of Operations.

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 November 2, 2024, 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 3, 2024, that had or were expected to have a significant impact on our financial reporting.

Note 2

Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the Journeys Group segment were as follows:

Other intangibles by major classes were as follows:

Note 3

Inventories

Note 4

Fair Value

Fair Value of Financial Instruments

The carrying amounts and fair values of our financial instruments at November 2, 2024 and February 3, 2024 are:

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 did not have any debt classified as current portion as of November 2, 2024 or February 3, 2024.

As of November 2, 2024, we have$0.1 million of long-lived assets held and used which were measured using Level 3 inputs within the fair value hierarchy. As of November 2, 2024, we have$6.5 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 November 2, 2024 included$96.1 million U.S. revolver borrowings and$4.0 million (C$5.6 million) related to GCO Canada ULC. We were in compliance with all the relevant terms and conditions of the Credit Facility and facility agreement by and between Schuh and Lloyds Bank PLC (the "Facility Agreement") as of November 2, 2024. Excess availability under the Credit Facility was$225.4 million at November 2, 2024.

Note 6

Earnings Per Share

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

Common stock equivalents of 0.1 million shares are excluded for the three months ended November 2, 2024, and 0.1 million shares are excluded for each of the nine months ended November 2, 2024 and October 28, 2023 due to the loss from continuing operations in all periods, except the three months ended October 28, 2023, because to do so would be anti-dilutive.

We repurchased 17,922 shares of our common stock during the third quarter of Fiscal 2025 at a cost of$0.4 million, or$24.50 per share, and repurchased 399,633 shares of our common stock during the first nine months of Fiscal 2025 at a cost of$9.8 million, or$24.49 per share. We have$42.3 million remaining as of November 2, 2024 under our expanded share repurchase authorization announced in June 2023. We recorded an accrual for excise tax on stock repurchases of less than$0.1 million in other accrued liabilities in our Condensed Consolidated

Note 6

Earnings Per Share, Continued

Balance Sheets as of November 2, 2024. We didnot repurchase any shares of our common stock during the third quarter of Fiscal 2024 and repurchased 1,261,295 shares of our common stock during the first nine months of Fiscal 2024 at a cost of$32.0 million, or$25.39 per share. During the fourth quarter of Fiscal 2025, through December 11, 2024, we havenot 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 hadaccrued $1.9 million as of November 2, 2024,$2.0 million as of February 3, 2024 and$1.6 million as of October 28, 2023. 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 third quarter or first nine months of Fiscal 2025 or Fiscal 2024. 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.

Note 8

Business Segment Information

(1) Net sales in North America and in the U.K., which includes the ROI, accounted for 80% and 20%, respectively, of our net sales in the third quarter of Fiscal 2025.

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

(3) Of our$655.0 million of long-lived assets,$93.7 million and$9.8 million relate to long-lived assets in the U.K. and Canada, respectively.

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

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

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

Note 8

Business Segment Information, Continued

(1) Intercompany sales for the first nine 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 79% and 21%, respectively, of our net sales in the first nine months of Fiscal 2025.

(3) Asset impairments and other includes a$0.5 million charge for asset impairments in Journeys Group and$1.0 million for severance.

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

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

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