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 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 the Johnston & Murphy catalog. 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 November 1, 2025, we operated 1,245 retail stores in the U.S., Puerto Rico, Canada, the U.K. and the ROI.

During the three and nine months ended November 1, 2025 and November 2, 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 and$2.4 million for the third quarters of Fiscal 2026 and Fiscal 2025, respectively, and$7.9 million and$7.4 million for the first nine months of Fiscal 2026 and Fiscal 2025, respectively.

Retail occupancy costs recorded in selling and administrative expenses were$74.4 million and$75.7 million for the third quarters of Fiscal 2026 and Fiscal 2025, respectively, and$220.8 million and$224.7 million for the first nine months of Fiscal 2026 and Fiscal 2025, respectively.

Advertising Costs

Advertising costs included in selling and administrative expenses were$37.1 million and$36.6 million for the third quarters of Fiscal 2026 and Fiscal 2025, respectively, and$92.1 million and$88.0 million for the first nine 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$3.0 million and$3.1 million for the third quarters of Fiscal 2026 and Fiscal 2025, respectively, and$10.2 million and$7.7 million for the first nine months of

Note 1

Summary of Significant Accounting Policies, Continued

Fiscal 2026 and Fiscal 2025, respectively. During the first nine 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

New Accounting Pronouncement Not Yet Adopted

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." The ASU is intended to modernize the accounting for internal-use software costs with how software is developed today, clarify when to begin capitalizing costs and enhance disclosure requirements. The ASU is effective on either a retrospective, prospective or modified prospective basis for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of this ASU on our annual consolidated financial statements and interim condensed consolidated financial statements.

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 1, 2025, there were no other new pronouncements or interpretations, other than those disclosed above and in our 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 recognized effects of the OBBBA during the second quarter of Fiscal 2026 for the provisions enacted at that point in time. 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 10.3% in the first nine months 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:

Note 2

Goodwill and Other Intangible Assets, Continued

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 1, 2025 and February 1, 2025 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 had$19.7 million of debt classified as current portion as of November 1, 2025 andno debt classified as current portion as of February 1, 2025.

As of November 1, 2025, we had$6.9 million of long-lived assets held and used which were measured using Level 3 inputs within the fair value hierarchy. As of November 1, 2025, we had$6.9 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 1, 2025 included (i)$65.0 million U.S. revolver borrowings and (ii)$4.8 million (CAD$6.7 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$19.7 million (£15.0 million) as of November 1, 2025. The Facility Agreement was extended through February 28, 2026. We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Agreement as of November 1, 2025. Excess availability under the Credit Facility was$256.5 million at November 1, 2025.

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 0.2 million shares are excluded for each of the nine months ended November 1, 2025 and November 2, 2024 due to the loss from continuing operations in those periods.

We didnot repurchase any shares of our common stock during the third quarter of Fiscal 2026. We repurchased 604,531 shares of our common stock during the first nine months of Fiscal 2026 at a cost of$12.6 million, or an average cost of$20.79 per share. As of November 1, 2025, we had$29.8 million remaining under our expanded share repurchase authorization announced in June 2023. We repurchased 17,922 shares of our common stock during the third quarter of Fiscal 2025 at a cost of$0.4 million, or an average cost of$24.50 per share, and repurchased 399,633 shares of common stock during the first nine months of Fiscal 2025 at a cost of$9.8 million, or an average cost of$24.49 per share. During the fourth quarter of Fiscal 2026, through December 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 hadaccrued $2.0 million as of November 1, 2025,$2.1 million as of February 1, 2025 and$1.9 million as of November 2, 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 third 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.

Note 7

Legal Proceedings, Continued

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 2026.

(2) Asset impairments and other includes a$3.9 million charge for store restructuring, including$3.6 million in Journeys Group and$0.3 million in Schuh Group,$0.2 million for severance and$0.2 million for asset impairments in Schuh Group.

(3) Of our$721.3 million of long-lived assets as of November 1, 2025,$91.1 million and$14.6 million relate to long-lived assets in the U.K. and Canada, respectively.

Note 8

(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 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 as of November 2, 2024,$93.7 million and$9.8 million relate to long-lived assets in the U.K. and Canada, respectively.

Note 8

(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 2026.

(2) Asset impairments and other includes a$3.9 million charge for store restructuring, including$3.6 million in Journeys Group and$0.3 million in Schuh Group,$0.6 million for severance and$0.2 million for asset impairments in Schuh Group.

Note 8

(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 for 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.