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Table of Contents

 

 

 

 

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended August 1, 2020

 

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

Commission File No. 1-3083

Genesco Inc.

(Exact name of registrant as specified in its charter)

 

Tennessee

 

62-0211340

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

Genesco Park,

1415 Murfreesboro Pike

 

37217-2895

Nashville,

Tennessee

 

(Zip Code)

(Address of principal executive offices)

 

 

 

Registrant's telephone number, including area code: (615367-7000

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

GCO

New York Stock Exchange

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer; an accelerated filer; a non-accelerated filer; a smaller reporting company; or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes      No  

As of August 28, 2020, 14,993,755 shares of the registrant's common stock were outstanding.

 

 

 


Table of Contents

 

INDEX

 

 

 

Part I. Financial Information

 

Item 1. Financial Statements (unaudited):

 

Condensed Consolidated Balance Sheets – August 1, 2020, February 1, 2020 and August 3, 2019

4

Condensed Consolidated Statements of Operations - Three and Six Months ended August 1, 2020 and August 3, 2019

5

Condensed Consolidated Statements of Comprehensive Income - Three and Six Months ended August 1, 2020 and August 3, 2019

6

Condensed Consolidated Statements of Cash Flows – Three and Six Months ended August 1, 2020 and August 3, 2019

7

Condensed Consolidated Statements of Equity - Three and Six Months ended August 1, 2020 and August 3, 2019

8

Notes to Condensed Consolidated Financial Statements (unaudited)

9

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

23

Item 3. Quantitative and Qualitative Disclosures about Market Risk

32

Item 4. Controls and Procedures

32

Part II. Other Information

33

Item 1. Legal Proceedings

33

Item 1A. Risk Factors

33

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

35

Item 6. Exhibits

36

Signature

37

 

 

 

2


Table of Contents

 

cautionary notice regarding forward-looking statements

Statements in this Quarterly Report on Form 10-Q include certain forward-looking statements, including those regarding the performance outlook for the Company and our individual businesses (including, without limitation, sales, expenses, margins and earnings) and all other statements not addressing solely historical facts or present conditions. Words such as "may," "will," "should," "likely," "anticipate," "expect," "intend," "plan," "project," "believe," "estimate" and similar expressions can be used to identify these forward-looking statements. Actual results, including those regarding our performance outlook for Fiscal 2021 and beyond, 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, risks related to public health and safety issues, including, for example, the novel coronavirus disease ("COVID-19") outbreak which began in 2019, our ability to keep stores open, operate stores safely and ensure the safety of customers and employees, whether there are periods of increases in the number of COVID-19 cases in locations in which we operate, further closures of stores due to COVID-19, weakness in store and shopping mall traffic, restrictions on operations imposed by government entities and landlords, changes in public safety and health requirements, our ability to adequately staff our stores, limitations on our ability to provide adequate personal protective equipment to our employees, our ability to maintain social distancing requirements, stores closures and effect on our business as a result of civil disturbances, the level and timing of promotional activity necessary to maintain inventories at appropriate levels, our ability to recognize deferred tax assets, the imposition of tariffs on products imported by us or our vendors as well as the ability and costs to move production of products in response to tariffs, 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 COVID-19, unfavorable trends in fuel costs, foreign exchange rates, foreign labor and material costs, and other factors affecting the cost of products, the effects of the British decision to exit the European Union and other sources of weakness in the U.K. market, the effectiveness of our omnichannel initiatives, costs associated with changes in minimum wage and overtime requirements, wage pressure in the markets in which we operate., weakness in the consumer economy and retail industry, competition and fashion trends in our markets, risks related to the potential for terrorist events, changes in buying patterns by significant wholesale customers,  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 renew leases in existing stores and control or lower occupancy costs, and to conduct required remodeling or refurbishment on schedule and at expected expense levels, our ability to eliminate stranded costs associated with dispositions, our ability to realize anticipated cost savings, including rent savings, 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, uncertainty regarding the expected phase out of the London Interbank Offered Rate ("LIBOR"), and the cost and outcome of litigation, investigations and environmental matters that involve us.

Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020, and Item 1A in Part II of this Quarterly Report on Form 10-Q, which should be read in conjunction with the forward-looking statements in this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

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

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

3


Table of Contents

 

                                                PART I - FINANCIAL INFORMATION

                                                Item 1. Financial Statements (unaudited)

 

Genesco Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

 

Assets

 

August 1, 2020

 

 

February 1, 2020

 

 

August 3, 2019

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

299,144

 

 

$

81,418

 

 

$

57,965

 

Accounts receivable, net of allowances of $5,485 at August 1, 2020,

 

 

 

 

 

 

 

 

 

 

 

 

$2,940 at Feb. 1, 2020 and $2,462 at August 3, 2019

 

 

54,793

 

 

 

29,195

 

 

 

26,626

 

Inventories

 

 

365,267

 

 

 

365,269

 

 

 

444,706

 

Prepaids and other current assets

 

 

58,454

 

 

 

32,301

 

 

 

45,040

 

Total current assets

 

 

777,658

 

 

 

508,183

 

 

 

574,337

 

Property and equipment, net

 

 

220,458

 

 

 

238,320

 

 

 

261,924

 

Operating lease right of use assets

 

 

670,323

 

 

 

735,044

 

 

 

754,537

 

Goodwill

 

 

37,931

 

 

 

122,184

 

 

 

87,126

 

Other intangibles

 

 

30,008

 

 

 

36,364

 

 

 

29,559

 

Deferred income taxes

 

 

12,443

 

 

 

19,475

 

 

 

23,185

 

Other noncurrent assets

 

 

21,207

 

 

 

20,908

 

 

 

24,859

 

Total Assets

 

 

1,770,028

 

 

 

1,680,478

 

 

 

1,755,527

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

178,541

 

 

 

135,784

 

 

 

157,822

 

Accrued employee compensation

 

 

12,237

 

 

 

31,579

 

 

 

32,552

 

Current portion – long-term debt

 

 

24,860

 

 

 

 

 

 

14,896

 

Current portion - operating lease liabilities

 

 

199,392

 

 

 

142,695

 

 

 

141,233

 

Other accrued liabilities

 

 

75,381

 

 

 

51,382

 

 

 

54,439

 

Provision for discontinued operations

 

 

429

 

 

 

495

 

 

 

520

 

Total current liabilities

 

 

490,840

 

 

 

361,935

 

 

 

401,462

 

Long-term debt

 

 

186,049

 

 

 

14,393

 

 

 

60,244

 

Long-term operating lease liabilities

 

 

593,723

 

 

 

647,949

 

 

 

671,047

 

Other long-term liabilities

 

 

36,871

 

 

 

35,177

 

 

 

36,307

 

Provision for discontinued operations

 

 

1,681

 

 

 

1,681

 

 

 

1,846

 

Total liabilities

 

 

1,309,164

 

 

 

1,061,135

 

 

 

1,170,906

 

Commitments and contingent liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Non-redeemable preferred stock

 

 

1,009

 

 

 

1,009

 

 

 

1,010

 

Common equity:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $1 par value:

 

 

 

 

 

 

 

 

 

 

 

 

Authorized: 80,000,000 shares

 

 

 

 

 

 

 

 

 

 

 

 

Issued common stock

 

 

15,482

 

 

 

15,186

 

 

 

16,345

 

Additional paid-in capital

 

 

278,254

 

 

 

274,101

 

 

 

268,882

 

Retained earnings

 

 

223,536

 

 

 

378,572

 

 

 

364,396

 

Accumulated other comprehensive loss

 

 

(39,560

)

 

 

(31,668

)

 

 

(48,155

)

Treasury shares, at cost (488,464 shares)

 

 

(17,857

)

 

 

(17,857

)

 

 

(17,857

)

Total equity

 

 

460,864

 

 

 

619,343

 

 

 

584,621

 

Total Liabilities and Equity

 

$

1,770,028

 

 

$

1,680,478

 

 

$

1,755,527

 

 

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

4


Table of Contents

 

Genesco Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

August 1, 2020

 

 

August 3, 2019

 

Net sales

 

$

391,217

 

 

$

486,573

 

 

$

670,449

 

 

$

982,224

 

Cost of sales

 

 

224,217

 

 

 

250,040

 

 

 

383,305

 

 

 

500,783

 

Gross margin

 

 

167,000

 

 

 

236,533

 

 

 

287,144

 

 

 

481,441

 

Selling and administrative expenses

 

 

187,261

 

 

 

231,796

 

 

 

376,303

 

 

 

468,351

 

Goodwill impairment

 

 

 

 

 

 

 

 

79,259

 

 

 

 

Asset impairments and other, net

 

 

1,733

 

 

 

1,775

 

 

 

9,594

 

 

 

1,044

 

Operating income (loss)

 

 

(21,994

)

 

 

2,962

 

 

 

(178,012

)

 

 

12,046

 

Other components net periodic benefit income

 

 

(182

)

 

 

(93

)

 

 

(306

)

 

 

(179

)

Interest expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

1,965

 

 

 

835

 

 

 

3,014

 

 

 

1,683

 

Interest income

 

 

(47

)

 

 

(488

)

 

 

(240

)

 

 

(1,502

)

Total interest expense, net

 

 

1,918

 

 

 

347

 

 

 

2,774

 

 

 

181

 

Earnings (loss) from continuing operations before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

 

 

(23,730

)

 

 

2,708

 

 

 

(180,480

)

 

 

12,044

 

Income tax expense (benefit)

 

 

(4,806

)

 

 

1,915

 

 

 

(26,932

)

 

 

4,781

 

Earnings (loss) from continuing operations

 

 

(18,924

)

 

 

793

 

 

 

(153,548

)

 

 

7,263

 

Loss from discontinued operations, net of tax

 

 

(112

)

 

 

(216

)

 

 

(265

)

 

 

(340

)

Net Earnings (Loss)

 

$

(19,036

)

 

$

577

 

 

$

(153,813

)

 

$

6,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(1.33

)

 

$

0.05

 

 

$

(10.86

)

 

$

0.43

 

Discontinued operations

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.02

)

Net earnings (loss)

 

$

(1.34

)

 

$

0.04

 

 

$

(10.87

)

 

$

0.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(1.33

)

 

$

0.05

 

 

$

(10.86

)

 

$

0.43

 

Discontinued operations

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.02

)

Net earnings (loss)

 

$

(1.34

)

 

$

0.04

 

 

$

(10.87

)

 

$

0.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Basic

 

 

14,179

 

 

 

15,959

 

 

 

14,145

 

 

 

16,802

 

       Diluted

 

 

14,179

 

 

 

16,028

 

 

 

14,145

 

 

 

16,939

 

 

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

5


Table of Contents

 

Genesco Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

August 1, 2020

 

 

August 3, 2019

 

Net earnings (loss)

 

$

(19,036

)

 

$

577

 

 

$

(153,813

)

 

$

6,923

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension liability adjustments, net of tax

 

 

 

 

 

51

 

 

 

 

 

 

106

 

Postretirement liability adjustments, net of tax

 

 

(156

)

 

 

(166

)

 

 

(276

)

 

 

(333

)

Foreign currency translation adjustments

 

 

3,199

 

 

 

(11,072

)

 

 

(7,616

)

 

 

(9,992

)

Total other comprehensive income (loss)

 

 

3,043

 

 

 

(11,187

)

 

 

(7,892

)

 

 

(10,219

)

Comprehensive loss

 

$

(15,993

)

 

$

(10,610

)

 

$

(161,705

)

 

$

(3,296

)

 

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

6


Table of Contents

 

 

Genesco Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Six Months Ended

 

 

 

August 1, 2020

 

 

August 3, 2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

(153,813

)

 

$

6,923

 

Adjustments to reconcile net earnings (loss) to net cash provided by

 

 

 

 

 

 

 

 

(used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

24,210

 

 

 

25,118

 

Amortization of deferred note expense and debt discount

 

 

397

 

 

 

217

 

Deferred income taxes

 

 

7,129

 

 

 

(1,285

)

Provision for accounts receivable

 

 

3,038

 

 

 

91

 

Impairment of intangible assets

 

 

84,519

 

 

 

 

Impairment of long-lived assets

 

 

4,782

 

 

 

1,038

 

Restricted stock expense

 

 

4,449

 

 

 

4,868

 

Other

 

 

430

 

 

 

1,241

 

Effect on cash from changes in working capital and other

   assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(28,541

)

 

 

2,594

 

Inventories

 

 

(1,111

)

 

 

(82,091

)

Prepaids and other current assets

 

 

(26,384

)

 

 

1,658

 

Accounts payable

 

 

55,678

 

 

 

20,864

 

Other accrued liabilities

 

 

4,516

 

 

 

(19,661

)

Other assets and liabilities

 

 

67,304

 

 

 

317

 

Net cash provided by (used in) operating activities

 

 

46,603

 

 

 

(38,108

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(10,642

)

 

 

(13,251

)

Other investing activities

 

 

 

 

 

23

 

Proceeds from sale of businesses

 

 

 

 

 

98,677

 

Proceeds from asset sales

 

 

100

 

 

 

30

 

Net cash provided by (used in) investing activities

 

 

(10,542

)

 

 

85,479

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Payments of long-term debt

 

 

 

 

 

(789

)

Borrowings under revolving credit facility

 

 

214,821

 

 

 

49,832

 

Payments on revolving credit facility

 

 

(20,239

)

 

 

(37,203

)

Share repurchases related to share repurchase program

 

 

 

 

 

(145,361

)

Restricted shares withheld for taxes

 

 

(1,224

)

 

 

(2,209

)

Change in overdraft balances

 

 

(13,019

)

 

 

(20,218

)

Additions to deferred note cost

 

 

(1,087

)

 

 

 

Net cash provided by (used in) financing activities

 

 

179,252

 

 

 

(155,948

)

Effect of foreign exchange rate fluctuations on cash

 

 

2,412

 

 

 

(813

)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

217,725

 

 

 

(109,390

)

Cash and cash equivalents at beginning of period

 

 

81,418

 

 

 

167,355

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

299,143

 

 

$

57,965

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

Interest paid

 

$

2,171

 

 

$

1,507

 

Income taxes paid

 

 

3,784

 

 

 

3,794

 

Cash paid for amounts included in measurement of operating lease liabilities

 

 

25,795

 

 

 

91,769

 

Right of use assets obtained in exchange for new operating lease liabilities

 

 

15,216

 

 

 

34,954

 

 

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

7


Table of Contents

 

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 2, 2019

 

$

1,060

 

 

$

19,591

 

 

$

264,138

 

 

$

508,555

 

 

$

(37,936

)

 

$

(17,857

)

 

$

737,551

 

Cumulative adjustment from ASC 842, net of tax

 

 

 

 

 

 

 

 

 

 

 

(4,208

)

 

 

 

 

 

 

 

 

(4,208

)

Net earnings

 

 

 

 

 

 

 

 

 

 

 

6,346

 

 

 

 

 

 

 

 

 

6,346

 

Other comprehensive earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

968

 

 

 

 

 

 

968

 

Employee and non-employee share-based compensation

 

 

 

 

 

 

 

 

2,239

 

 

 

 

 

 

 

 

 

 

 

 

2,239

 

Shares repurchased

 

 

 

 

 

(1,809

)

 

 

 

 

 

(78,162

)

 

 

 

 

 

 

 

 

(79,971

)

Other

 

 

(48

)

 

 

(29

)

 

 

78

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Balance May 4, 2019

 

 

1,012

 

 

 

17,753

 

 

 

266,455

 

 

 

432,531

 

 

 

(36,968

)

 

 

(17,857

)

 

 

662,926

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

577

 

 

 

 

 

 

 

 

 

577

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,187

)

 

 

 

 

 

(11,187

)

Employee and non-employee restricted stock

 

 

 

 

 

 

 

 

2,629

 

 

 

 

 

 

 

 

 

 

 

 

2,629

 

Shares repurchased

 

 

 

 

 

(1,611

)

 

 

 

 

 

(66,503

)

 

 

 

 

 

 

 

 

(68,114

)

Restricted stock issuance

 

 

 

 

 

285

 

 

 

(285

)

 

 

 

 

 

 

 

 

 

 

 

 

Restricted shares withheld for taxes

 

 

 

 

 

(56

)

 

 

56

 

 

 

(2,209

)

 

 

 

 

 

 

 

 

(2,209

)

Other

 

 

(2

)

 

 

(26

)

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

Balance August 3, 2019

 

$

1,010

 

 

$

16,345

 

 

$

268,882

 

 

$

364,396

 

 

$

(48,155

)

 

$

(17,857

)

 

$

584,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

Redeemable

Preferred

Stock

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Treasury

Shares

 

 

Total

Equity

 

Balance February 1, 2020

 

$

1,009

 

 

$

15,186

 

 

$

274,101

 

 

$

378,572

 

 

$

(31,668

)

 

$

(17,857

)

 

$

619,343

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(134,777

)

 

 

 

 

 

 

 

 

(134,777

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,935

)

 

 

 

 

 

(10,935

)

Employee and non-employee share-based compensation

 

 

 

 

 

 

 

 

2,191

 

 

 

 

 

 

 

 

 

 

 

 

2,191

 

Other

 

 

 

 

 

(15

)

 

 

15

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance May 2, 2020

 

 

1,009

 

 

 

15,171

 

 

 

276,307

 

 

 

243,795

 

 

 

(42,603

)

 

 

(17,857

)

 

 

475,822

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

(19,036

)

 

 

 

 

 

 

 

 

(19,036

)

Other comprehensive earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,043

 

 

 

 

 

 

3,043

 

Employee and non-employee restricted stock

 

 

 

 

 

 

 

 

2,258

 

 

 

 

 

 

 

 

 

 

 

 

2,258

 

Restricted stock issuance

 

 

 

 

 

461

 

 

 

(461

)

 

 

 

 

 

 

 

 

 

 

 

 

Restricted shares withheld for taxes

 

 

 

 

 

(64

)

 

 

64

 

 

 

(1,223

)

 

 

 

 

 

 

 

 

(1,223

)

Other

 

 

 

 

 

(86

)

 

 

86

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance August 1, 2020

 

$

1,009

 

 

$

15,482

 

 

$

278,254

 

 

$

223,536

 

 

$

(39,560

)

 

$

(17,857

)

 

$

460,864

 

 

 

 

 

 

 

 

 

 

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

 

 

8


Table of Contents

 

Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 1

Summary of Significant Accounting Policies

Basis of Presentation

The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending January 30, 2021 ("Fiscal 2021") and of the fiscal year ended February 1, 2020 ("Fiscal 2020"). 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. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted. The Condensed Consolidated Balance Sheet as of February 1, 2020 has been derived from the audited financial statements at that date. These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and notes for Fiscal 2020, which are contained in our Annual Report on Form 10-K as filed with the SEC on April 1, 2020.

Nature of Operations

Genesco Inc. and its subsidiaries (collectively the "Company", "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 and the Republic of Ireland (“ROI”); through catalogs and e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com and littleburgundyshoes.com and at wholesale, primarily under our Johnston & Murphy brand, the licensed Dockers brand, the licensed Levi's brand, the licensed Bass brand and other brands that we license for footwear.  At August 1, 2020, we operated 1,476 retail stores in the U.S., Puerto Rico, Canada, the United Kingdom and the ROI.

During the three and six months ended August 1, 2020 and August 3, 2019, 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) Licensed Brands, comprised of the licensed Dockers®, Levi's®, and Bass® brands, as well as other brands we license for footwear.

Cash and Cash Equivalents

Our foreign subsidiaries held cash of approximately $42.2 million, $8.9 million and $10.8 million as of August 1, 2020, February 1, 2020 and August 3, 2019, respectively, which is included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

There were $241.1 million, $59.6 million and $17.5 million in cash equivalents at August 1, 2020, February 1, 2020 and August 3, 2019, respectively.

At August 1, 2020, February 1, 2020 and August 3, 2019, outstanding checks drawn on zero-balance accounts at certain domestic banks exceeded book cash balances at those banks by approximately $4.1 million, $17.1 million and $9.4 million, respectively. These amounts are included in accounts payable in the Condensed Consolidated Balance Sheets.

Concentration of Credit Risk and Allowances on Accounts Receivable

Our footwear wholesale businesses sell primarily to department stores and independent retailers across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry as well as by customer-specific factors. In the footwear wholesale businesses, one customer accounted for 19%, one customer accounted for 15%, one customer accounted for 13% and no other customer accounted for more than 7% of our total trade receivables balance as of August 1, 2020.

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 $2.2 million and $1.3 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $4.6 million and $2.7 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

 

9


Table of Contents

 

Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 1

Summary of Significant Accounting Policies, Continued

Retail occupancy costs recorded in selling and administrative expense were $71.5 million and $85.9 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $148.7 million and $169.1 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

Advertising Costs

Advertising costs were $14.1 million and $16.5 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $28.6 million and $30.2 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

Vendor Allowances

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $0.9 million and $2.3 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $2.7 million and $4.2 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.  During the first six months of Fiscal 2021 and Fiscal 2020, our cooperative advertising reimbursements received were not in excess of the costs incurred.

Foreign Currency Translation

The functional currency of our foreign operations is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date. Income and expense accounts are translated at monthly average exchange rates. The unearned gains and losses resulting from such translation are included as a separate component of accumulated other comprehensive loss within shareholders' equity. Gains and losses from certain foreign currency transactions are reported as an item of income and resulted in net income of $(0.4) million and $(0.2) million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and net income of $(0.5) million for the first six months of Fiscal 2021 and a net loss of $0.1 million for the first six months of Fiscal 2020.

New Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13 guidance related to the disclosure requirements for fair value measurement.  This guidance added, modified and removed certain disclosure requirements related to assets and liabilities recorded at fair value.  This guidance is effective for public business entities for fiscal years and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted.  We adopted this guidance in the first quarter of Fiscal 2021 and it had no impact to our results of operations, financial position or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. We adopted ASU No. 2016-13 in the first quarter of Fiscal 2021. This guidance did not have a material impact on our Condensed Consolidated Financial Statements.

 

Note 2

COVID-19

 

In March 2020, the World Health Organization categorized the outbreak of COVID-19 as a pandemic. To help control the spread of the virus and protect the health and safety of our employees and customers, we began temporarily closing or modifying operating models and hours of our retail stores in North America, the United Kingdom and ROI both in response to governmental requirements including “stay-at-home” orders and similar mandates and voluntarily, beyond the requirements of local government authorities, during the first and second quarters of Fiscal 2021.

 

Changes made in our operations, including temporary closures, combined with reduced customer traffic due to concerns over COVID-19, resulted in material reductions in revenues and operating income during the first and second quarters of Fiscal 2021. This prompted us to update our impairment analyses of our retail store portfolios and related lease right-of-use assets. For certain lower-performing stores, we compared the carrying value of store assets to undiscounted cash flows with updated assumptions on near-term profitability. As a result, we recorded a $3.0 million and $1.7 million asset impairment charge within asset impairments and other, net on our Condensed Consolidated Statements of Operations during the quarters ended May 2, 2020 and August 1, 2020, respectively.

 

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 2

COVID-19, Continued

 

We evaluated our goodwill and indefinite-lived intangible assets at the end of the quarters ended May 2, 2020 and August 1, 2020. Our goodwill impairment analyses for Schuh Group completed as of the first day of the fourth quarter of Fiscal 2020 indicated $8.2 million of excess fair value over its carrying value. Therefore, considering the impact of COVID-19, we updated the goodwill impairment analysis for Schuh Group, and as a result, recorded a goodwill impairment charge of $79.3 million during the quarter ended May 2, 2020.  In addition, we updated our impairment analysis for other intangible assets considering the impact of COVID-19 and, as a result, recorded a trademark impairment charge of $5.3 million during the quarter ended May 2, 2020.  There were no impairment indicators for the quarter ended August 1, 2020.

 

We evaluated our remaining tangible assets, particularly accounts receivable and inventory. Our wholesale businesses sell primarily to independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry, such as COVID-19, as well as by customer specific factors. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. As a result of the impact of COVID-19, we recorded additional bad debt expense of $2.4 million and $0.7 million during the quarters ended May 2, 2020 and August 1, 2020, respectively.

 

We also record reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. During the quarters ended May 2, 2020 and August 1, 2020, we recorded approximately $1.8 million and $2.5 million, respectively, of incremental inventory reserve provisions as a result of excess inventory due to the impact of COVID-19 on retail traffic and demand for certain products. Depending on the pace of reopening our stores as well as future customer behavior, among other factors, we may incur additional inventory reserve provisions during Fiscal 2021.

 

Since the first quarter of Fiscal 2021, we have withheld certain contractual rent payments generally correlating with time periods when our stores were closed and/or correlating with sales declines from Fiscal 2020. We continue to recognize rent expense in accordance with the contractual terms.  We are working with landlords in various markets seeking commercially reasonable lease concessions given the current environment, and while some agreements have been reached, a significant number of negotiations remain ongoing.

 

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which among other things, provides employer payroll tax credits for wages paid to employees who are unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Based on our preliminary evaluation of the CARES Act, we qualify for certain employer payroll tax credits as well as the deferral of payroll and other tax payments in the future, which will be treated as government subsidies to offset related operating expenses. During the quarters ended May 2, 2020 and August 1, 2020, qualified payroll tax credits reduced our selling and administrative expenses by approximately $7.0 million and $3.8 million on our Condensed Consolidated Statements of Operations as a result of relief from the CARES Act and other foreign governmental packages. We intend to defer qualified payroll and other tax payments as permitted by the CARES Act.  Other foreign governmental packages also provided relief from property taxes of approximately $1.6 million and $3.9 million in the quarters ended May 2, 2020 and August 1, 2020, respectively.

 

We recorded our income tax expense, deferred tax assets and related liabilities based on our best estimates. As part of this process, we assessed the likelihood of realizing the benefits of our deferred tax assets. As of the end of our first quarter of Fiscal 2021, based on available evidence, we recorded additional valuation allowance adjustments in our UK jurisdiction of $2.0 million. Further, we excluded the UK tax jurisdiction from our estimate of the annual effective tax rate for Fiscal 2021 as we do not expect to record any tax benefit from the losses anticipated for Fiscal 2021.  We will continue to monitor the realizability of our deferred tax assets, particularly in certain foreign jurisdictions where the COVID-19 pandemic has started to create significant net operating losses. Our ability to recover these deferred tax assets depends on several factors, including our results of operations and our ability to project future taxable income in those jurisdictions. If we determine that some portion of the tax benefit will not be realized, we would record a valuation allowance, which would decrease our income tax benefit. Total deferred tax assets, net of valuation allowances, as of the end of our first quarter ended May 2, 2020 were approximately $14.6 million, of which approximately $0.9 million related to foreign jurisdictions.  Total deferred tax assets as of August 1, 2020 were approximately $12.4 million, of which approximately $1.0 million related to foreign jurisdictions.

 

The COVID-19 pandemic remains a rapidly evolving situation. The continuation of the COVID-19 pandemic, its economic impact and actions taken in response thereto may result in prolonged or recurring periods of store closures and modified operating schedules and may result in changes in customer behaviors, including a potential reduction in consumer discretionary spending in our stores. These may lead to increased asset recovery and valuation risks, such as impairment of our store and other assets and an inability to realize deferred tax assets due to sustaining losses in certain jurisdictions. The uncertainties in the global economy have and are likely to continue to impact the financial viability of our suppliers, and other business partners, which may interrupt our supply chain, limit our ability to collect receivables and require

 

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 2

COVID-19, Continued

 

other changes to our operations. These and other factors have and will continue to adversely impact our net revenues, operating income and earnings per share financial measures.

Note 3

Goodwill and Other Intangible Assets

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

 

(In thousands)

 

Schuh Group

 

 

Journeys

Group

 

 

Licensed

Brands

Group

 

 

Total

Goodwill

 

Balance, February 1, 2020

 

$

84,069

 

 

$

9,730

 

 

$

28,385

 

 

$

122,184

 

Change in opening balance sheet

 

 

 

 

 

 

 

 

(55

)

 

 

(55

)

Impairment

 

 

(79,259

)

 

 

 

 

 

 

 

 

(79,259

)

Effect of foreign currency exchange rates

 

 

(4,810

)

 

 

(129

)

 

 

 

 

 

(4,939

)

Balance, August 1, 2020

 

$

 

 

$

9,601

 

 

$

28,330

 

 

$

37,931

 

 

During the first quarter of Fiscal 2021, we identified qualitative indicators of impairment, including a significant decline in our stock price and market capitalization resulting from the COVID-19 pandemic, since the last consideration of indicators of impairment in the fourth quarter of Fiscal 2020 for our Schuh Group reporting unit.  When indicators of impairment are present on an interim basis, we must assess whether it is “more likely than not” (i.e., a greater than 50% chance) that an impairment has occurred.  In our Fiscal 2020 annual evaluation of goodwill, we determined the Schuh Group reporting unit was valued at approximately $8.2 million in excess of its carrying value.  Due to the identified indicators of impairment in the first quarter of Fiscal 2021, we determined that it was “more likely than not” that an impairment had occurred and performed a full valuation of our Schuh Group reporting.  Based upon the results of these analyses, we concluded the goodwill attributed to Schuh Group was fully impaired.  As a result, we recorded an impairment charge of $79.3 million in the first quarter of Fiscal 2021.

 

Goodwill Valuation (Schuh Group)

We estimated the fair value of our Schuh reporting unit in the first quarter of Fiscal 2021 using a discounted cash flow method (income approach) weighted 50% and a guideline public company method (market approach) weighted 50%. The key assumptions used under the income approach include the following:

• Future cash flow assumptions - Our projections for the Schuh reporting unit were based on organic growth and were derived from historical experience and assumptions regarding future growth and profitability trends, including considerations for the impact from the outbreak of the COVID-19 pandemic. Our analysis incorporated an assumed period of cash flows of seven years with a terminal value.

• Discount rate - The discount rate was based on an estimated WACC for the reporting unit. The components of WACC are the cost of equity and the cost of debt, each of which requires judgment by management to estimate. We developed our cost of equity estimate based on perceived risks and predictability of future cash flows. The WACC used to estimate the fair values of the Schuh reporting unit was 16%.

 

The guideline company method involves analyzing transaction and financial data of publicly traded companies to develop multiples, which are adjusted to account for differences in growth prospects and risk profiles of the reporting unit and comparable companies.

 

Trademark Valuation

In addition, as a result of the factors noted above, we evaluated the fair value of our trademarks during the first quarter of Fiscal 2021.  The fair value of trademarks was determined based on the royalty savings approach.  This analysis indicated trademark impairment in our Journeys Group and Johnston & Murphy Group.  As a result, we recorded a trademark impairment of $5.3 million in the first quarter of Fiscal 2021.  This charge is included in asset impairment and other, net in the accompanying Condensed Consolidated Statements of Operations.

 

 

 

 

 

 

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 3

Goodwill and Other Intangible Assets, Continued

 

Key assumptions included in the estimation of the fair value for trademarks include the following:

• Future cash flow assumptions - Future cash flow assumptions include retail sales from our retail store operations and ecommerce retail sales. Sales were based on organic growth and were derived from historical experience and assumptions regarding future growth, including considerations for the impact from the outbreak of the COVID-19 pandemic. Our analysis incorporated an assumed period of cash flows of five years with a terminal value.

• Royalty rate - The royalty rate used to estimate the fair values of our reporting units’ trademarks was 1%.

• Discount rate - The discount rate was based on an estimated weighted average cost of capital ("WACC") for each business. The components of WACC are the cost of equity and the cost of debt, each of which requires judgment by management to estimate. The WACC used to estimate the fair values of our reporting units’ trademarks was 15%.

 

Other intangibles by major classes were as follows:

 

 

 

Trademarks

 

Customer Lists(1)

 

 

Other(2)

 

 

Total

 

(In thousands)

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

Gross other intangibles

 

$

25,239

 

 

$

31,023

 

$

6,548

 

 

$

6,562

 

 

$

763

 

 

$

767

 

 

$

32,550

 

 

$

38,352

 

Accumulated

   amortization

 

 

 

 

 

 

 

(1,779

)

 

 

(1,509

)

 

 

(763

)

 

 

(479

)

 

 

(2,542

)

 

 

(1,988

)

Net Other Intangibles

 

$

25,239

 

 

$

31,023

 

$

4,769

 

 

$

5,053

 

 

$

 

 

$

288

 

 

$

30,008

 

 

$

36,364

 

 

(1) Includes $5.1 million for the acquisition of substantially all the assets and the assumption of certain liabilities of Togast LLC, Togast Direct,LLC and TGB Design, LLC (collectively, “Togast”).

(2) Includes backlog and vendor contract.

Note 4

Asset Impairments and Other Charges

Asset impairment charges are reflected as a reduction of the net carrying value of property and equipment in the accompanying Condensed Consolidated Balance Sheets, and in asset impairments and other, net in the accompanying Condensed Consolidated Statements of Operations.

We recorded pretax charges of $1.7 million in the second quarter of Fiscal 2021 for retail store asset impairments.  We recorded pretax charges of $9.6 million in the first six months of Fiscal 2021, including $5.3 million for trademark impairment and $4.8 million for retail store asset impairments, partially offset by a $(0.4) million gain for the release of an earnout related to the Togast acquisition. We recorded a pretax charge of $1.8 million in the second quarter of Fiscal 2020, including $1.0 million for lease terminations and $0.7 million for retail store asset impairments.  We recorded pretax charges of $1.0 million in the first six months of Fiscal 2020 for retail store asset impairments.

Note 5

Inventories

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

Wholesale finished goods

 

$

41,911

 

 

$

34,271

 

Retail merchandise

 

 

323,356

 

 

 

330,998

 

Total Inventories

 

$

365,267

 

 

$

365,269

 

 

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 6

Fair Value

Fair Value of Financial Instruments

The carrying amounts and fair values of our financial instruments at August 1, 2020 and February 1, 2020 are as follows:

 

Fair Values

 

 

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

U.S. Revolver Borrowings

 

$

186,049

 

 

$

186,171

 

 

$

14,393

 

 

$

14,056

 

UK Revolver Borrowings

 

 

24,860

 

 

 

24,846

 

 

 

 

 

 

 

 

 

As of August 1, 2020, we have $32.4 million of long-lived assets held and used which were measured using Level 3 inputs within the fair value hierarchy.  We recorded $1.7 million and $4.8 million of impairment charges as a result of the fair value measurement of our long-lived assets held and used during the three months and six months ended August 1, 2020, respectively. These charges are reflected in asset impairments and other, net on the Condensed Consolidated Statements of Operations.

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 7

Long-Term Debt

 

On March 19, 2020, Schuh Limited ("Schuh") entered into an Amendment and Restatement Agreement (the "U.K. A&R Agreement") with Lloyds Bank which amended and restated the Amendment and Restatement Agreement dated April 26, 2017.  The U.K. A&R Agreement includes only a Facility C revolving credit agreement of £19.0 million, bears interest at LIBOR plus 2.2% per annum and expires in September 2020.  We are in the process of finalizing alternative financing arrangements to replace the U.K. A&R Agreement when it expires.  The U.K. A&R Agreement contains certain covenants at the Schuh level, including a minimum interest coverage covenant of 4.50x and a maximum leverage covenant of 1.75x. The U.K. A&R Agreement is secured by a pledge of all the assets of Schuh and Schuh (ROI) Limited.  Pursuant to a Guarantee in favor of Lloyds, Genesco Inc. has guaranteed the obligations of Schuh under the U.K. A&R Agreement on an unsecured basis.

 

On June 5, 2020, we entered into a Second Amendment (the “Second Amendment”) to our Fourth Amended and Restated Credit Agreement dated as of January 31, 2018 between us and the lenders party thereto and Bank of America, N.A. as agent (as amended, the “Credit Facility” or the “Credit Agreement”), to, among other things, increase the Total Commitments (as defined in the Credit Facility) for the revolving loans from $275.0 million to $332.5 million, establish a first-in, last-out (“FILO”) tranche of indebtedness of $17.5 million, for $350.0 million of total capacity, increase pricing on the revolving loans and modify certain covenant and reporting terms. The Credit Facility will continue to be secured by certain assets of the Company and certain subsidiaries of the Company, including accounts receivable, inventory, payment intangibles, and deposit accounts and specifically excludes equity interests, equipment, and most leasehold interests. The Second Amendment to our Credit Facility added a security interest in certain intellectual property.  The Second Amendment also provides for the borrowing base expansion to include real estate as those assets are added as collateral.  In addition, the Second Amendment adds customary real estate covenants to the Credit Facility.  The Credit Facility matures on January 31, 2023.

 

We borrowed $171.6 million under our Credit Facility during the six months ended August 1, 2020 as a precautionary measure to ensure funds are available to meet our obligations for a substantial period of time in response to the COVID-19 pandemic.  On September 10, 2020, we paid down $150.0 million of the borrowings under the Credit Facility and an additional $4.0 million (C$5.4 million) related to GCO Canada, Inc.

In addition, we borrowed £19.0 million ($24.9 million) under the U.K. A&R Agreement during the six months ended August 1, 2020 as a precautionary measure to ensure funds are available to meet our obligations in the UK for a substantial period of time in response to the COVID-19 pandemic.

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

U.S. revolver borrowings

 

$

186,049

 

 

$

14,393

 

U.K. revolver borrowings

 

 

24,860

 

 

 

 

Total debt

 

 

210,909

 

 

 

14,393

 

Current portion

 

 

(24,860

)

 

 

 

Total Noncurrent Portion of Long-Term Debt

 

$

186,049

 

 

$

14,393

 

 

The long-term debt balance of $186.0 million bears interest at an average rate of 3.65% and matures in January 2023.

The revolver borrowings outstanding under the Credit Facility at August 1, 2020 were $186.0 million, including $14.5 million (£11.1 million) related to Genesco (UK) Limited and $4.0 million (C$5.4 million) related to GCO Canada Inc.  We had outstanding letters of credit of $9.4 million under the Credit Facility at August 1, 2020. These letters of credit support lease and insurance obligations.

 

 

 

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 8

Earnings Per Share

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

 

 

Three Months Ended

 

 

Six Months Ended

 

(Shares in thousands)

 

August 1, 2020

 

 

August 3, 2019

 

 

August 1, 2020

 

 

August 3, 2019

 

Weighted-average number of shares - basic

 

 

14,179

 

 

 

15,959

 

 

 

14,145

 

 

 

16,802

 

Common stock equivalents

 

 

-

 

 

 

69

 

 

 

-

 

 

 

137

 

Weighted-average number of shares - diluted

 

 

14,179

 

 

 

16,028

 

 

 

14,145

 

 

 

16,939

 

Due to the loss from continuing operations in the second quarter and first six months ended August 1, 2020, share-based awards are excluded from the diluted earnings per share calculation for those periods because they would be antidilutive.

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 9

Legal Proceedings and Other Matters

Environmental Matters

New York State Environmental Matters

In August 1997, the New York State Department of Environmental Conservation (“NYSDEC”) and the Company entered into a consent order whereby we assumed responsibility for conducting a remedial investigation and feasibility study and implementing an interim remedial measure with regard to the site of a knitting mill operated by a former subsidiary of ours from 1965 to 1969.  The United States Environmental Protection Agency (“EPA”), which assumed primary regulatory responsibility for the site from NYSDEC, issued a Record of Decision in September 2007.  The Record of Decision specified a remedy of a combination of groundwater extraction and treatment and in-situ chemical oxidation.

In September 2015, the EPA adopted an amendment to the Record of Decision eliminating the separate ground-water extraction and treatment systems and the use of in-situ oxidation from the remedy adopted in the Record of Decision.  The amendment provides for the continued operation and maintenance of the existing wellhead treatment systems on wells operated by the Village of Garden City, New York (the "Village").  It also requires us to perform certain ongoing monitoring, operation and maintenance activities and to reimburse EPA's future oversight cost, involving future costs to us estimated to be between $1.7 million and $2.0 million, and to reimburse EPA for approximately $1.25 million of interim oversight costs.  On August 15, 2016, the Court entered a Consent Judgment implementing the remedy provided for by the amendment.

The Village additionally asserted that we are liable for the costs associated with enhanced treatment required by the impact of the groundwater plume from the site on two public water supply wells, including historical total costs ranging from approximately $1.8 million to in excess of $2.5 million, and future operation and maintenance costs which the Village estimated at $126,400 annually while the enhanced treatment continues.  On December 14, 2007, the Village filed a complaint (the "Village Lawsuit") against us and the owner of the property under the Resource Conservation and Recovery Act (“RCRA”), the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as well as a number of state law theories in the U.S. District Court for the Eastern District of New York, seeking an injunction requiring the defendants to remediate contamination from the site and to establish their liability for future costs that may be incurred in connection with it.

In June 2016 we reached an agreement with the Village providing for the Village to continue to operate and maintain the well head treatment systems in accordance with the Record of Decision and to release its claims against us asserted in the Village Lawsuit in exchange for a lump-sum payment of $10.0 million by us.  On August 25, 2016, the Village Lawsuit was dismissed with prejudice.  The cost of the settlement with the Village and the estimated costs associated with our compliance with the Consent Judgment were covered by our existing provision for the site.  The settlement with the Village did not have, and we expect that the Consent Judgment will not have, a material effect on our financial condition or results of operations.

In April 2015, we received from EPA a Notice of Potential Liability and Demand for Costs (the "Notice") pursuant to CERCLA regarding the site in Gloversville, New York of a former leather tannery operated by us and by other, unrelated parties.  The Notice demanded payment of approximately $2.2 million of response costs claimed by EPA to have been incurred to conduct assessments and removal activities at the site. In February 2017, we entered into a settlement agreement with EPA resolving their claim for past response costs in exchange for a payment by us of $1.5 million which was paid in May 2017.  Our environmental insurance carrier has reimbursed us for 75% of the settlement amount, subject to a $500,000 self-insured retention. We do not expect any additional cost related to the matter.

Whitehall Environmental Matters

We have performed sampling and analysis of soil, sediments, surface water, groundwater and waste management areas at our former Volunteer Leather Company facility in Whitehall, Michigan.

In October 2010, we entered into a Consent Decree with the Michigan Department of Natural Resources and Environment providing for implementation of a remedial Work Plan for the facility site designed to bring the site into compliance with applicable regulatory standards.  The Work Plan's implementation is substantially complete and we expect, based on our present understanding of the condition of the site, that our future obligations with respect to the site will be limited to periodic monitoring and that future costs related to the site should not have a material effect on our financial condition or results of operations.

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 9

Legal Proceedings and Other Matters, Continued

Accrual for Environmental Contingencies

Related to all outstanding environmental contingencies, we had accrued $1.5 million as of August 1, 2020, $1.5 million as of February 1, 2020 and $1.7 million as of August 3, 2019.  All such provisions reflect our estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made.  There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions.  Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Consolidated Balance Sheets because it relates to former facilities operated by us. We have made pretax accruals for certain of these contingencies, including approximately $0.2 million and $0.3 million in the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $0.2 million and $0.4 million in the first six months of Fiscal 2021 and Fiscal 2020, respectively. These charges are included in loss from discontinued operations, net in the Consolidated Statements of Operations and represent changes in estimates.

 Other Matters

In the fourth quarter of Fiscal 2020, the IRS notified us on Letter 226-J, that we may be liable for an Employer Shared Responsibility Payment (“ESRP”) in the amount of $4.2 million for the year ended December 31, 2017. The ESRP is applicable to employers that had 50 or more full-time equivalent employees, did not offer minimum essential coverage (“MEC”) to at least 95% of full-time employees (and their dependents) or did offer MEC to at least 95% of full time-employees (and their dependents), which did not meet the affordable or minimum value criteria and had one or more employees who claimed the Employee Premium Tax Credit (“PTC”) pursuant to the Affordable Care Act (the “ACA”). The IRS determines which employers receive Letter 226-J and the amount of the proposed ESRP from information that the employers complete on their information returns (IRS Forms 1094-C and 1095-C) and from the income tax returns of their employees. Since the inception of the ACA, it has been our policy to offer MEC to all full-time employees and their dependents.  Based on our analysis, we responded to the IRS on January 15, 2020 asserting that we did offer MEC to at least 95% of our full-time employees for each month of 2017 and noting that the discrepancy was caused by errors in the electronic files uploaded through the ACA information return system.  The IRS has requested that we provide some additional information, and we provided that information on September 2, 2020.  However, we do not believe we have any liability with respect to this matter.  As a result, we did not make an accrual for this matter for the year ended February 1, 2020 or the six months ended August 1, 2020.

 

On July 22, 2020, Pontegadea UK Ltd. (the “Pontegadea”) filed a claim against Schuh Ltd. in the Queen’s Bench Division of the U.K. High Court of Justice regarding unpaid rent, service charges and insurance for certain premises located at 34-48 Oxford Street in London.  Pontegadea is seeking to recover £845,500, plus £10,000 of court fees and interest.  The claim is in its early stages and we are contesting the liability.  The unpaid rent, service charges and insurance have been accrued as of August 1, 2020.   

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 or specifically related to the COVID-19 pandemic.  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 financial statements, legal proceedings are subject to inherent uncertainties and unfavorable rulings could have a material adverse impact on our financial statements.

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 10

Business Segment Information

 

Three Months Ended

August 1, 2020

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

276,631

 

 

$

71,732

 

 

$

24,097

 

 

$

19,114

 

 

$

 

 

$

391,574

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(357

)

 

 

 

 

 

(357

)

Net sales to external customers

 

$

276,631

 

 

$

71,732

 

 

$

24,097

 

 

$

18,757

 

 

$

 

 

$

391,217

 

Segment operating income (loss)

 

$

10,160

 

 

$

(6,838

)

 

$

(18,243

)

 

$

(1,222

)

 

$

(4,118

)

 

$

(20,261

)

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,733

 

 

 

1,733

 

Operating income (loss)

 

 

10,160

 

 

 

(6,838

)

 

 

(18,243

)

 

 

(1,222

)

 

 

(5,851

)

 

 

(21,994

)

Other components of net periodic

   benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(182

)

 

 

(182

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,965

 

 

 

1,965

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(47

)

 

 

(47

)

Earnings (loss) from continuing

   operations before income taxes

 

$

10,160

 

 

$

(6,838

)

 

$

(18,243

)

 

$

(1,222

)

 

$

(7,587

)

 

$

(23,730

)

Total assets(2)

 

$

855,201

 

 

$

249,666

 

 

$

185,375

 

 

$

84,730

 

 

$

395,056

 

 

$

1,770,028

 

Depreciation and amortization

 

 

7,271

 

 

 

2,318

 

 

 

1,452

 

 

 

356

 

 

 

390

 

 

 

11,787

 

Capital expenditures

 

 

2,660

 

 

 

145

 

 

 

891

 

 

 

103

 

 

 

101

 

 

 

3,900

 

 

(1) Asset impairments and other includes a $1.7 million charge for retail store asset impairments, which includes $0.4 million in Schuh Group and $1.3 million in Journeys Group.

 

(2) Of our $890.8 million of long-lived assets, $151.3 million and $39.8 million relate to long-lived assets in the United Kingdom and Canada, respectively.

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 10

Business Segment Information, Continued

 

Three Months Ended

August 3, 2019

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

315,175

 

 

 

92,476

 

 

$

67,267

 

 

$

11,580

 

 

$

72

 

 

$

486,570

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

Net sales to external customers

 

$

315,175

 

 

$

92,476

 

 

$

67,267

 

 

$

11,583

 

 

$

72

 

 

$

486,573

 

Segment operating income (loss)

 

$

11,329

 

 

$

39

 

 

$

1,518

 

 

$

(251

)

 

$

(7,898

)

 

$

4,737

 

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,775

 

 

 

1,775

 

Operating income (loss)

 

 

11,329

 

 

 

39

 

 

 

1,518

 

 

 

(251

)

 

 

(9,673

)

 

 

2,962

 

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(93

)

 

 

(93

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

835

 

 

 

835

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(488

)

 

 

(488

)

Earnings (loss) from continuing

   operations before income taxes

 

$

11,329

 

 

$

39

 

 

$

1,518

 

 

$

(251

)

 

$

(9,927

)

 

$

2,708

 

Total assets(2)

 

$

997,604

 

 

 

357,537

 

 

$

217,499

 

 

$

18,768

 

 

$

164,119

 

 

$

1,755,527

 

Depreciation and amortization

 

 

7,163

 

 

 

2,897

 

 

 

1,498

 

 

 

117

 

 

 

640

 

 

 

12,315

 

Capital expenditures

 

 

4,130

 

 

 

1,094

 

 

 

958

 

 

 

188

 

 

 

140

 

 

 

6,510

 

 

(1) Asset impairments and other includes a $1.0 million charge for lease terminations and $0.7 million charge for retail store asset impairments, which includes $0.6 million in Schuh Group and $0.1 million in Journeys Group.

(2) Total assets for the Schuh Group and Journeys Group include $77.4 million and $9.8 million of goodwill, respectively. Goodwill for Schuh Group decreased by $5.9 million and goodwill for Journeys Group decreased by $0.1 million from February 2, 2019, due to foreign currency translation adjustments. Of our $1.02 billion of long-lived assets, $172.2 million and $53.0 million relate to long-lived assets in the United Kingdom and Canada, respectively.

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 10

Business Segment Information, Continued

 

Six Months Ended

August 1, 2020

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

445,556

 

 

$

118,897

 

 

$

62,946

 

 

$

43,795

 

 

$

 

 

$

671,194

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(745

)

 

 

 

 

 

(745

)

Net sales to external customers

 

$

445,556

 

 

$

118,897

 

 

$

62,946

 

 

$

43,050

 

 

$

 

 

$

670,449

 

Segment operating loss

 

$

(26,923

)

 

$

(21,924

)

 

$

(27,827

)

 

$

(3,723

)

 

$

(8,762

)

 

$

(89,159

)

Goodwill impairment(1)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

79,259

 

 

 

79,259

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,594

 

 

 

9,594

 

Operating loss

 

 

(26,923

)

 

 

(21,924

)

 

 

(27,827

)

 

 

(3,723

)

 

 

(97,615

)

 

 

(178,012

)

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(306

)

 

 

(306

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,014

 

 

 

3,014

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(240

)

 

 

(240

)

Earnings (loss) from continuing

   operations before income taxes

 

$

(26,923

)

 

$

(21,924

)

 

$

(27,827

)

 

$

(3,723

)

 

$

(100,083

)

 

$

(180,480

)

Depreciation and amortization

 

 

14,724

 

 

 

4,957

 

 

 

2,928

 

 

 

823

 

 

 

778

 

 

 

24,210

 

Capital expenditures

 

 

5,852

 

 

 

1,838

 

 

 

2,568

 

 

 

75

 

 

 

309

 

 

 

10,642

 

 

(1) Goodwill impairment of $79.3 million is related to Schuh Group.

 

(2) Asset impairments and other includes a $4.8 million charge for retail store asset impairments, which includes $1.2 million in Johnston & Murphy Group, $1.6 million in Schuh Group and $2.0 million in Journeys Group, and a $5.3 million trademark impairment, which includes $4.9 million in Journeys Group and $0.4 million in Johnston & Murphy Group.

 

 

Six Months Ended

August 3, 2019

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

639,147

 

 

$

169,320

 

 

$

142,001

 

 

$

31,666

 

 

$

90

 

 

$

982,224

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

639,147

 

 

$

169,320

 

 

$

142,001

 

 

$

31,666

 

 

$

90

 

 

$

982,224

 

Segment operating income (loss)

 

$

30,305

 

 

$

(5,389

)

 

$

6,624

 

 

$

178

 

 

$

(18,628

)

 

$

13,090

 

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,044

 

 

 

1,044

 

Operating income (loss)

 

 

30,305

 

 

 

(5,389

)

 

 

6,624

 

 

 

178

 

 

 

(19,672

)

 

 

12,046

 

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(179

)

 

 

(179

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,683

 

 

 

1,683

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,502

)

 

 

(1,502

)

Earnings (loss) from continuing

   operations before income taxes

 

$

30,305

 

 

$

(5,389

)

 

$

6,624

 

 

$

178

 

 

$

(19,674

)

 

$

12,044

 

Depreciation and amortization

 

 

14,483

 

 

 

5,996

 

 

 

3,124

 

 

 

265

 

 

 

1,250

 

 

 

25,118

 

Capital expenditures

 

 

8,097

 

 

 

2,767

 

 

 

1,820

 

 

 

250

 

 

 

317

 

 

 

13,251

 

 

(1) Asset impairments and other includes a $1.0 million charge for retail store asset impairments, which includes $0.1 million for Journeys Group and $0.9 million for Schuh Group.

 

 

 

 

 

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Genesco Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 11

Discontinued Operations

As part of the Lids Sports Group sales transaction on February 2, 2019, the purchaser has agreed to indemnify and hold us harmless in connection with continuing obligations and any guarantees of ours in place as of February 2, 2019 in respect of post-closing or assumed liabilities or obligations of the Lids Sports Group business.  The purchaser has agreed to use commercially reasonable efforts to have any guarantees by, or continuing obligations of, the Company released.  However, we are contingently liable in the event of a breach by the purchaser of any such obligation to a third-party. In addition, we are a guarantor for 34 Lids Sports Group leases with lease expirations through October of 2027 and estimated maximum future payments totaling $17.9 million as of August 1, 2020.  We do not believe the fair value of the guarantees is material to our Condensed Consolidated Financial Statements.

 

 

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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, 2020, including the Risk Factors section, and information contained elsewhere in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and notes to those financial statements. The results of operations for any interim period may not necessarily be indicative of the results that may be expected for any future interim period or the entire fiscal year.

Summary of Results of Operations

Our net sales decreased 19.6% to $391.2 million for the second quarter of Fiscal 2021 compared to $486.6 million for the same quarter of Fiscal 2020. This sales decrease was driven by store closures, deferred start dates for school and increases in remote learning compared to the pre-COVID-19 period, lower store comparable sales and lower wholesale sales, partially offset by digital comparable growth of 144%.  As a result of temporary store closures in response to the COVID-19 pandemic and gradual reopening of stores, we have not included second quarter Fiscal 2021 comparable sales, except for comparable direct sales, as we believe that overall net sales is a more meaningful metric during this period.  See below, under the heading “Comparable Sales”, for our definition of comparable sales.

Journeys Group sales decreased 12%, Schuh Group sales decreased 22%, Johnston & Murphy Group sales decreased 64%, while Licensed Brands sales increased 62% due to the acquisition of Togast, during the second quarter of Fiscal 2021 compared to the same quarter of Fiscal 2020. Gross margin as a percentage of net sales decreased to 42.7% during the second quarter of Fiscal 2021, compared to 48.6% for the same period last year, reflecting decreased gross margin in all of our business units due primarily to higher shipping and warehouse expenses from the increase in penetration of e-commerce, significant inventory reserves taken at Johnston & Murphy Group and increased promotional activity at Schuh Group. Selling and administrative expenses as a percentage of net sales increased to 47.9% of net sales during the second quarter of Fiscal 2021 from 47.6% for the same quarter of Fiscal 2020, reflecting increased expenses as a percentage of net sales at Johnston & Murphy Group, reflecting lower sales as a result of the COVID-19 pandemic, while all of our other business units and Corporate had decreased expenses as a percentage of net sales, while expense in dollars decreased 19% compared to the same period last year. Disciplined expense management, including reduced selling salaries, occupancy and compensation expense along with lower advertising, travel and bonus expenses drove the reduction in expense. Operating margin was (5.6)% for the second quarter of Fiscal 2021 compared to 0.6% in the same quarter of Fiscal 2020, reflecting operating losses in all of our business units, except Journeys Group, primarily from disruptions related to the COVID-19 pandemic.

Significant Developments

COVID-19 Update

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to impact the United States. As a result, and in consideration of the health and well-being of our employees, customers and communities, and in support of efforts to contain the spread of the virus, we have taken several precautionary measures and adjusted our operational needs, including:

 

 

On March 18, 2020, we temporarily closed our North American retail stores.

 

On March 19, 2020, we borrowed $150.0 million under our Credit Facility and have subsequently borrowed another $21.6 million. We did this as a precautionary measure to ensure funds are available to meet our obligations for a substantial period of time in response to the COVID-19 pandemic that caused public health officials to recommend precautions that would mitigate the spread of the virus, including “stay-at-home” orders and similar mandates and warning the public against congregating in heavily populated areas such as malls and shopping centers.

 

On March 19, 2020, Schuh entered into the U.K. A&R Agreement with Lloyds Bank which amended and restated the Amendment and Restatement Agreement dated April 26, 2017. The U.K. A&R Agreement includes only a Facility C revolving credit agreement of £19.0 million, bears interest at LIBOR plus 2.2% per annum and expires in September 2020. We are in the process of finalizing alternative financing arrangements to replace the U.K. A&R Agreement when it expires. The U.K. A&R Agreement contains certain covenants at the Schuh level, including a minimum interest coverage covenant of 4.50x and a maximum leverage covenant of 1.75x. The U.K. A&R Agreement is secured by a pledge of all the assets of Schuh and Schuh (ROI) Limited. Pursuant to a Guarantee in favor of Lloyds, the Company has guaranteed the obligations of Schuh under the U.K. A&R Agreement on an unsecured basis.  

 

On March 23, 2020, we temporarily closed our stores in the United Kingdom and ROI.

 

On March 26, 2020, we temporarily closed our UK e-commerce business. Effective April 3, 2020, our U.K.-based Schuh business announced that it had reopened its e-commerce operations in compliance with government health and safety practices.  

 

On March 27, 2020, we announced that we were adjusting our operational needs, including a significant reduction of expense, capital and planned inventory receipts. As part of these measures, we made the decision to temporarily reduce compensation for the executive team and select employees and reduced the cash compensation for our Board of Directors. In addition, we furloughed all of our fulltime store employees in North America and our store and distribution center employees in the United Kingdom. We also furloughed employees and reduced headcount in our corporate offices, call centers and distribution centers, which represented a reduction of our workforce by 90%.  

 

During a portion of the first and second quarters of Fiscal 2021, we extended payment terms with suppliers, managed inventory by reducing future receipts and reduced planned capital expenditures by over 50%.  For new receipts as of August 1, 2020, we have

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restored contractual payment terms with suppliers.  We have also established new elongated contractual payment terms with some suppliers and continue to negotiate for elongated terms with our remaining suppliers.

 

On June 5, 2020, we entered into a Second Amendment to our Credit Facility to, among other things, increase the Total Commitments (as defined in the Credit Facility) for the revolving loans from $275.0 million to $332.5 million, establish a FILO tranche of indebtedness of $17.5 million, for $350.0 million of total capacity.

 

On June 25, 2020, our Board of Directors considered the Company’s financial results to date and that more than 90% of the Company’s stores were expected to be reopened by June 30, 2020, and decided to restore a portion of the compensation of the executive team and select employees whose compensation had been reduced on March 27, 2020.  In addition, the cash compensation of our board of directors, which had also been reduced on March 27, 2020 was partially restored.

 

As of September 4, 2020, we were operating in 96% of our locations, including approximately 1,130 Journeys, 160 Johnston & Murphy and 125 Schuh locations.

 

All store locations are operating under enhanced measures to ensure the health and safety of employees and customers, including requiring employees to wear masks, requiring customers in North American stores to wear masks, providing hand sanitizer in multiple locations throughout each store for customer and employee use, enhanced cleaning and sanitation protocols, reconfigured sales floors to promote physical distancing and modified employee and customer interactions to limit contact.

 

As a result of the economic and business impact of the COVID-19 pandemic, we revised certain accounting estimates and judgments as discussed in the following paragraphs. Given the ongoing and evolving economic and business impact of the COVID-19 pandemic, we may be required to further revise certain accounting estimates and judgments such as, but not limited to, those related to the valuation of goodwill, long-lived assets and deferred tax assets, which could have a material adverse effect on our financial position and results of operations

 

The changes made in our operations, combined with temporary store closures and reduced customer traffic due to concerns over the virus, resulted in material reductions in revenues and operating income during the first and second quarters of Fiscal 2021. This prompted us to update our impairment analyses of our retail store portfolios and related lease right-of-use assets. For certain lower-performing stores, we compared the carrying value of store assets to undiscounted cash flows with updated assumptions on near-term profitability. As a result, during our quarters ended May 2, 2020 and August 1, 2020, we recorded a retail store asset impairment charge of $3.0 million and $1.7 million, respectively, which are reflected in asset impairments and other, net on our Condensed Consolidated Statements of Operations.

 

We evaluated our goodwill and indefinite-lived intangible assets at the end of the quarters ended May 2, 2020 and August 1, 2020. Our goodwill impairment analysis for Schuh Group completed as of the first day of the fourth quarter of Fiscal 2020 indicated $8.2 million of excess fair value over its carrying value. Therefore, considering the impact of the COVID-19 pandemic, we updated the goodwill impairment analysis for Schuh Group, and as a result, recorded a goodwill impairment charge of $79.3 million in the first quarter ended May 2, 2020.  In addition, we updated our impairment analysis for other intangible assets considering the impact of the COVID-19 pandemic, and as a result, recorded a trademark impairment charge of $5.3 million in the first quarter ended May 2, 2020.  There were no impairment indicators for the quarter ended August 1, 2020.

 

We evaluated our remaining tangible assets, particularly accounts receivable and inventory. Our wholesale businesses sell primarily to

independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry, such as the COVID-19 pandemic and responses thereto, as well as by customer specific factors. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. As a result of the impact of the COVID-19 pandemic, we recorded additional bad debt expense of $2.4 million and $0.7 million during the quarters ended May 2, 2020 and August 1, 2020, respectively.

 

We also record reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. During the quarters ended May 2, 2020 and August 1, 2020, we recorded approximately $1.8 million and $2.5 million, respectively, of incremental inventory reserve provisions as a result of excess inventory due to the impact of COVID-19 on retail traffic and demand for certain products. Depending on the pace of reopening our stores as well as future customer behaviors, among other factors, we may incur additional inventory reserve provisions during Fiscal 2021.

 

Since the first quarter of Fiscal 2021, we have withheld certain contractual rent payments generally correlating with time periods when our stores were closed and/or correlating with sales declines from Fiscal 2020. We continue to recognize rent expense in accordance with the contractual terms.  We are working with landlords in various markets seeking commercially reasonable lease concessions given the current environment, and while some agreements have been reached, a significant number of negotiations remain ongoing.

 

On March 27, 2020, the U.S. government enacted the CARES Act, which among other things, provides employer payroll tax credits for wages paid to employees who are unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Based on our preliminary evaluation of the CARES Act, we qualify for certain employer payroll tax credits as well as the deferral of payroll and other tax payments in the future, which will be treated as government subsidies to offset related operating expenses. During the quarters ended May 2, 2020 and August 1, 2020, qualified payroll tax credits reduced our selling and administrative expenses by approximately $7.0 million and $3.8

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million, respectively, on our Condensed Consolidated Statements of Operations as a result of relief from the CARES Act and other foreign governmental packages. We intend to defer qualified payroll and other tax payments as permitted by the CARES Act. Other foreign governmental packages also provided relief from property taxes of approximately $1.6 million and $3.9 million in the quarters ended May 2, 2020 and August 1, 2020, respectively.  In addition, the other governmental packages are expected to provide further property tax relief of approximately $10.2 million through early Fiscal 2022.

 

We recorded our income tax expense, deferred tax assets and related liabilities based on our best estimates. As part of this process, we assessed the likelihood of realizing the benefits of our deferred tax assets. As of the end of our first quarter of Fiscal 2021, based on available evidence, we recorded additional valuation allowance adjustments in our UK jurisdiction of $2.0 million. Further, we excluded the UK tax jurisdiction from our estimate of the annual effective tax rate for Fiscal 2021 as we do not expect to record any tax benefit from the losses anticipated for Fiscal 2021.  We will continue to monitor the realizability of our deferred tax assets, particularly in certain foreign jurisdictions where the COVID-19 pandemic has started to create significant net operating losses. Our ability to recover these deferred tax assets depends on several factors, including our results of operations and our ability to project future taxable income in those jurisdictions. If we determine that some portion of the tax benefit will not be realized, we would record a valuation allowance, which would decrease our income tax benefit. Total deferred tax assets, net of valuation allowances, as of the first quarter ended May 2, 2020 were approximately $14.6 million, of which approximately $0.9 million related to foreign jurisdictions.  Total deferred tax assets as of August 1, 2020 were approximately $12.4 million, of which approximately $1.0 million related to foreign jurisdictions.

Asset Impairment and Other Charges

We recorded pretax charges of $1.7 million in the second quarter of Fiscal 2021 for retail store asset impairments.

 

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, 2020. 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, 2020. There have been no other significant changes in our definition of significant accounting policies or critical accounting estimates since the end of Fiscal 2020.

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 net sales, operating income (loss) and operating margin.  In addition, we also review other important metrics, such as comparable sales and comparable direct sales.

Comparable Sales

We consider comparable sales to be an important indicator of our current performance, and investors may find it useful as such.  Comparable sales results are important to achieve leveraging of our costs, including occupancy, selling salaries, depreciation, etc.  Comparable sales also have a direct impact on our total net revenue, cash and working capital.  We define "comparable sales" as sales from stores open longer than one year, beginning with the first day a store has comparable sales (which we refer to in this report as "same store sales"), and sales from websites operated longer than one year and direct mail catalog sales (which we refer to in this report as "comparable direct sales"). Temporarily closed stores are excluded from the comparable sales calculation if closed for more than seven days. Expanded stores are excluded from the comparable sales calculation until the first day an expanded store has comparable prior year sales. Current year foreign exchange rates are applied to both current year and prior year comparable sales to achieve a consistent basis for comparison. As a result of our store closures in response to the COVID-19 pandemic, we have not included a discussion of second quarter Fiscal 2021 retail comparable sales as we believe that overall net sales is a more meaningful metric during this period.

Results of Operations - Second Quarter Fiscal 2021 Compared to Second Quarter Fiscal 2020

Our net sales in the second quarter ended August 1, 2020 decreased 19.6% to $391.2 million compared to $486.6 million in the second quarter ended August 3, 2019, driven by store closures, deferred start dates for school and increases in remote learning compared to the pre-COVID-19 period, lower store comparable sales and lower wholesale sales, partially offset by digital comparable growth of 144%.  Gross margin decreased 29.4% to $167.0 million in the second quarter of Fiscal 2021 from $236.5 million in the same period last year, and decreased as a percentage of net sales from 48.6% to 42.7%, reflecting decreased gross margin in all of our business units due primarily to higher shipping and warehouse expenses from the increase in penetration of e-commerce, significant inventory reserves taken at Johnston & Murphy Group and increased promotional activity at Schuh Group. Selling and administrative expenses in the second quarter of Fiscal 2021 decreased 19.2% but increased as a percentage of net sales from 47.6% to 47.9%, reflecting increased expenses as a percentage of net sales at Johnston & Murphy Group, reflecting lower sales as a result of the COVID-19 pandemic, while all of our other business units and Corporate had decreased expenses as a percentage of net sales. Disciplined expense management, including reduced selling salaries, occupancy and compensation

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expense along with lower advertising, travel and bonus expenses drove the reduction in expense. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.

The loss from continuing operations before income taxes (“pretax loss”) for the second quarter ended August 1, 2020 was $(23.7) million compared to earnings from continuing operations before income taxes (“pretax earnings”) of $2.7 million for the second quarter ended August 3, 2019. The pretax loss for the second quarter ended August 1, 2020 included an asset impairment and other charge of $1.7 million for retail store asset impairments. Pretax earnings for the second quarter ended August 3, 2019 included an asset impairment and other charge of $1.8 million for lease terminations and retail store asset impairments.

The net loss for the second quarter ended August 1, 2020 was $(19.0) million, or ($1.34) diluted loss per share compared to net earnings of $0.6 million, or $0.04 diluted earnings per share for the second quarter ended August 3, 2019. We recorded an effective income tax rate of 20.3% and 70.7% in the second quarter of Fiscal 2021 and Fiscal 2020, respectively. The tax rate for the second quarter of Fiscal 2021 is lower than last year due primarily to the inability to recognize a tax benefit for certain foreign losses.

Journeys Group

 

 

 

Three Months Ended

 

 

 

 

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

%

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

Net sales

 

$

276,631

 

 

$

315,175

 

 

 

(12.2

)%

Operating income

 

$

10,160

 

 

$

11,329

 

 

 

(10.3

)%

Operating margin

 

 

3.7

%

 

 

3.6

%

 

 

 

 

 

Net sales from Journeys Group decreased 12.2% to $276.6 million for the second quarter ended August 1, 2020, compared to $315.2 million for the same period last year, due primarily to store closures in response to the COVID-19 pandemic as stores gradually reopened during the second quarter, deferred start dates for school and increases in remote learning compared to the pre-COVID-19 period and lower store comparable sales, partially offset by increased digital comparable growth. Journeys Group operated 1,169 stores at the end of the second quarter of Fiscal 2021, including 232 Journeys Kidz stores, 47 Journeys stores in Canada and 38 Little Burgundy stores in Canada, compared to 1,184 stores at the end of the second quarter last year, including 238 Journeys Kidz stores, 46 Journeys stores in Canada and 40 Little Burgundy stores in Canada.

Journeys Group had operating income of $10.2 million for the second quarter ended August 1, 2020 compared to $11.3 million for the second quarter ended August 3, 2019. The decrease of 10.3% in operating income for Journeys Group was due to decreased net sales and decreased gross margin as a percentage of net sales, reflecting higher shipping and warehouse expense from higher e-commerce sales, partially offset by decreased selling and administrative expenses as a percentage of net sales, reflecting decreased selling salaries and advertising expenses, partially offset by increased occupancy expense.

Schuh Group

 

 

 

Three Months Ended

 

 

 

 

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

%

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

Net sales

 

$

71,732

 

 

$

92,476

 

 

 

(22.4

)%

Operating income (loss)

 

$

(6,838

)

 

$

39

 

 

NM

 

Operating margin

 

 

(9.5

)%

 

 

0.0

%

 

 

 

 

 

Net sales from Schuh Group decreased 22.4% to $71.7 million for the second quarter ended August 1, 2020, compared to $92.5 million for the second quarter ended August 3, 2019, due primarily to store closures in response to the COVID-19 pandemic as stores gradually reopened during the second quarter and lower store comparable sales, partially offset by increased digital comparable growth. Schuh Group operated 127 stores at the end of the second quarter of Fiscal 2021, compared to 132 stores at the end of the second quarter last year.

Schuh Group had an operating loss of $(6.8) million for the second quarter ended August 1, 2020 compared to flat operating income for the second quarter ended August 3, 2019. The decreased operating income this year reflects decreased net sales and decreased gross margin as a percentage of net sales, reflecting increased promotional activity and higher shipping and warehouse expense from higher e-commerce sales, partially offset by decreased selling and administrative expenses as a percentage of net sales, reflecting decreased occupancy expense primarily as a result of the property tax relief program in the U.K. and decreased selling salaries, partially offset by increased advertising and credit card expenses.

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Johnston & Murphy Group

 

 

 

Three Months Ended

 

 

 

 

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

%

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

Net sales

 

$

24,097

 

 

$

67,267

 

 

 

(64.2

)%

Operating income (loss)

 

$

(18,243

)

 

$

1,518

 

 

NM

 

Operating margin

 

 

(75.7

)%

 

 

2.3

%

 

 

 

 

 

Johnston & Murphy Group net sales decreased 64.2% to $24.1 million for the second quarter ended August 1, 2020 from $67.3 million for the second quarter ended August 3, 2019, due primarily to store closures in response to the COVID-19 pandemic as stores gradually reopened during the second quarter, lower store comparable sales and lower wholesale sales, partially offset by increased digital comparable growth.  Retail operations accounted for 79.4% of Johnston & Murphy Group's sales in the second quarter of Fiscal 2021, up from 76.2% in the second quarter last year. The store count for Johnston & Murphy retail operations at the end of the second quarter of Fiscal 2021 was 180 stores, including eight stores in Canada, compared to 178 stores, including eight stores in Canada, at the end of the second quarter of Fiscal 2020.

Johnston & Murphy Group had an operating loss of $(18.2) million for the second quarter ended August 1, 2020 compared to operating income of $1.5 million for the same period last year. The decrease was due primarily to (i) decreased net sales, (ii) decreased gross margin as a percentage of net sales, reflecting significant inventory reserves and increased shipping and warehouse expense from higher e-commerce sales and (iii) increased selling and administrative expenses as a percentage of net sales, reflecting the inability to leverage expenses on lower sales due to the COVID-19 pandemic.

Licensed Brands

 

 

 

Three Months Ended

 

 

 

 

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

%

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

Net sales

 

$

18,757

 

 

$

11,583

 

 

 

61.9

%

Operating loss

 

$

(1,222

)

 

$

(251

)

 

NM

 

Operating margin

 

 

(6.5

)%

 

 

(2.2

)%

 

 

 

 

 

Licensed Brands' net sales increased 61.9% to $18.8 million for the second quarter ended August 1, 2020, from $11.6 million for the same period last year, reflecting primarily increased sales related to the Togast acquisition, partially offset by decreased sales of Dockers footwear.

Licensed Brands' operating loss was $(1.2) million for the second quarter of Fiscal 2021 compared to $(0.3) million for the second quarter of Fiscal 2020. The decrease was due primarily to decreased gross margin as a percentage of net sales, partially offset by decreased selling and administrative expenses as a percentage of net sales, reflecting multiple expense category fluctuations as a result of both the Togast acquisition and the COVID-19 pandemic.  The decrease in gross margin for Licensed Brands was impacted by pre-acquisition cost on legacy Togast product sales.  As the legacy Togast products comprise less of the overall sales mix of Licensed Brands, we expect the gross margin to improve.

Corporate, Interest Expenses and Other Charges

Corporate and other expense for the second quarter ended August 1, 2020 was $5.9 million compared to $9.7 million for second quarter ended August 3, 2019. Corporate expense in the second quarter of Fiscal 2021 included a $1.7 million charge in asset impairment and other charges for retail store asset impairments. Corporate expense in the second quarter of Fiscal 2020 included a $1.8 million charge in asset impairment and other charges for lease terminations and retail store asset impairments. Corporate expenses, excluding asset impairment and other charges, decreased 48% reflecting primarily decreased bonus and compensation expenses and professional fees.

Net interest expense increased to $1.9 million in the second quarter of Fiscal 2021 compared to net interest expense of $0.3 million for the second quarter of Fiscal 2020 reflecting increased average borrowings, decreased average short-term investments and lower rates on short-term investments in the second quarter this year.

 

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Table of Contents

 

Results of Operations Six Months Fiscal 2021 Compared to Six Months Fiscal 2020

Our net sales in the first six months ended August 1, 2020 decreased 31.7% to $670.4 million compared to $982.2 million in the first six months ended August 3, 2019, driven by store closures in response to the COVID-19 pandemic, deferred start dates for school and increases in remote learning compared to the pre-COVID-19 period, lower store comparable sales, lower wholesale sales and lower exchange rates, partially offset by digital comparable growth of 105%.  Gross margin decreased 40.4% to $287.1 million in the first six months of Fiscal 2021 from $481.4 million in the same period last year, and decreased as a percentage of net sales from 49.0% to 42.8%, reflecting decreased gross margin in all of our business units due primarily to higher shipping and warehouse expenses from the increase in penetration of e-commerce, significant inventory reserves taken at Johnston & Murphy Group and increased promotional activity at Schuh Group. Selling and administrative expenses in the first six months of Fiscal 2021 decreased 19.7% but increased as a percentage of net sales from 47.7% to 56.1%, reflecting increased expenses as a percentage of net sales in all of our business units except Corporate.  Disciplined expense management, including reduced selling salaries, occupancy, bonus and compensation expenses drove the reduction in expense dollars. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.

The pretax loss for the first six months ended August 1, 2020 was $(180.5) million compared to pretax earnings of $12.0 million for the first six months ended August 3, 2019. The pretax loss for the first six months ended August 1, 2020 included a goodwill impairment charge of $79.3 million and an asset impairment and other charge of $9.6 million for retail store and intangible asset impairments, partially offset by the release of an earn-out related to the Togast acquisition. Pretax earnings for the first six months ended August 3, 2019 included an asset impairment and other charge of $1.0 million for retail store asset impairments.

The net loss for the first six months ended August 1, 2020 was $(153.8) million, or ($10.87) diluted loss per share compared to net earnings of $6.9 million, or $0.41 diluted earnings per share for the first six months ended August 3, 2019. We recorded an effective income tax rate of 14.9% and 39.7% in the first six months of Fiscal 2021 and Fiscal 2020, respectively. The tax rate for the first six months of Fiscal 2021 is lower than last year due primarily to the non-deductibility of the goodwill impairment charge as well as the inability to recognize a tax benefit for certain foreign losses.  The tax rate for Fiscal 2020 also included an uncertain tax position of $0.2 million.  The tax rate for the first six months of Fiscal 2021 and Fiscal 2020 was also impacted by $1.1 million tax expense and $(0.1) million tax benefit, respectively, due to the impact of ASU 2016-09 related to the vesting of restricted stock.

Journeys Group

 

 

Six Months Ended

 

 

 

 

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

%

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

Net sales

 

$

445,556

 

 

$

639,147

 

 

 

(30.3

)%

Operating income (loss)

 

$

(26,923

)

 

$

30,305

 

 

NM

 

Operating margin

 

 

(6.0

)%

 

 

4.7

%

 

 

 

 

 

Net sales from Journeys Group decreased 30.3% to $445.6 million for the first six months ended August 1, 2020, compared to $639.1 million for the same period last year, due primarily to store closures in response to the COVID-19 pandemic as stores gradually reopened during the second quarter this year, deferred start dates for school and increases in remote learning compared to the pre-COVID-19 period and lower store comparable sales, partially offset by increased digital comparable growth.

Journeys Group had an operating loss of $(26.9) million for the first six months ended August 1, 2020 compared to operating income of $30.3 million for the first six months ended August 3, 2019. The decrease in operating income for Journeys Group was due to (i) decreased net sales (ii) decreased gross margin as a percentage of net sales, reflecting higher shipping and warehouse expense from higher e-commerce sales and increased markdowns and (iii) increased selling and administrative expenses as a percentage of net sales, reflecting increased occupancy, depreciation, compensation and advertising expenses, partially offset by decreased selling salaries and bonus expenses.

Schuh Group

 

 

Six Months Ended

 

 

 

 

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

%

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

Net sales

 

$

118,897

 

 

$

169,320

 

 

 

(29.8

)%

Operating loss

 

$

(21,924

)

 

$

(5,389

)

 

NM

 

Operating margin

 

 

(18.4

)%

 

 

(3.2

)%

 

 

 

 

 

Net sales from Schuh Group decreased 29.8% to $118.9 million for the first six months ended August 1, 2020, compared to $169.3 million for the first six months ended August 3, 2019, due primarily to store closures in response to the COVID-19 pandemic as stores gradually reopened during the second quarter this year, lower store comparable sales and a $2.4 million sales decrease due to lower exchange rates compared to last year, partially offset by increased digital comparable growth.

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Table of Contents

 

Schuh Group had an operating loss of $(21.9) million for the first six months ended August 1, 2020 compared to $(5.4) million for the first six months ended August 3, 2019. The increased operating loss this year reflects (i) decreased net sales, (ii) decreased gross margin as a percentage of net sales, reflecting increased promotional activity and higher shipping and warehouse expense from higher e-commerce sales and (iii) increased selling and administrative expenses as a percentage of net sales, reflecting increased advertising, compensation, credit card and depreciation expenses and professional fees, partially offset by decreased selling salaries and occupancy expense as a result of the property tax relief program in the U.K.  In addition, the operating loss included a favorable impact of $0.7 million due to lower exchange rates compared to last year.

Johnston & Murphy Group

 

 

Six Months Ended

 

 

 

 

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

%

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

Net sales

 

$

62,946

 

 

$

142,001

 

 

 

(55.7

)%

Operating income (loss)

 

$

(27,827

)

 

$

6,624

 

 

NM

 

Operating margin

 

 

(44.2

)%

 

 

4.7

%

 

 

 

 

 

Johnston & Murphy Group net sales decreased 55.7% to $62.9 million for the first six months ended August 1, 2020 from $142.0 million for the first six months ended August 3, 2019, due primarily to store closures in response to the COVID-19 pandemic as stores gradually reopened during the second quarter this year, lower store comparable sales and lower wholesale sales, partially offset by increased digital comparable growth.  Retail operations accounted for 74.8% of Johnston & Murphy Group's sales in the first six months of Fiscal 2021, up from 74.3% in the first six months last year.

Johnston & Murphy Group had an operating loss of $(27.8) million for the first six months ended August 1, 2020 compared to operating income of $6.6 million for the same period last year. The decrease was due primarily to (i) decreased net sales, (ii) decreased gross margin as a percentage of net sales, reflecting significant inventory reserves and increased shipping and warehouse expense from higher e-commerce sales and (iii) increased selling and administrative expenses as a percentage of net sales, reflecting the inability to leverage expenses on lower sales due to the COVID-19 pandemic.

Licensed Brands

 

 

Six Months Ended

 

 

 

 

 

 

 

August 1, 2020

 

 

August 3, 2019

 

 

%

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

Net sales

 

$

43,050

 

 

$

31,666

 

 

 

36.0

%

Operating income (loss)

 

$

(3,723

)

 

$

178

 

 

NM

 

Operating margin

 

 

(8.6

)%

 

 

0.6

%

 

 

 

 

 

Licensed Brands' net sales increased 36.0% to $43.1 million for the first six months ended August 1, 2020, from $31.7 million for the same period last year, reflecting primarily increased sales related to the Togast acquisition, partially offset by decreased sales of Dockers footwear.

Licensed Brands' operating loss was $(3.7) million for the first six months of Fiscal 2021 compared to operating income of $0.2 million for the first six months of Fiscal 2020. The decrease was due primarily to decreased gross margin as a percentage of net sales and increased selling and administrative expenses as a percentage of net sales, reflecting multiple expense category fluctuations as a result of both the Togast acquisition and the COVID-19 pandemic.  The decrease in gross margin for Licensed Brands was impacted by pre-acquisition cost on legacy Togast product sales.  As the legacy Togast products comprise less of the overall sales mix of Licensed Brands, we expect the gross margin to improve.

Corporate, Interest Expenses and Other Charges

Corporate and other expense for the first six months ended August 1, 2020 was $18.4 million compared to $19.7 million for first six months ended August 3, 2019. Corporate expense in the first six months of Fiscal 2021 included a $9.6 million charge in asset impairment and other charges for retail store and intangible asset impairments, partially offset by the release of an earn-out related to the Togast acquisition. Corporate expense in the first six months of Fiscal 2020 included a $1.0 million charge in asset impairment and other charges for retail store asset impairments. Corporate expenses, excluding asset impairment and other charges, decreased 53% reflecting primarily decreased bonus and compensation expenses and professional fees.

Net interest expense increased to $2.8 million in the first six months of Fiscal 2021 compared to $0.2 million for the first six months of Fiscal 2020 reflecting increased average borrowings and decreased average short-term investments in the first six months this year.

 

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Table of Contents

 

Liquidity and Capital Resources

The impacts of the COVID-19 pandemic have adversely affected our results of operations and cash flows.  In response to the business disruption caused by the COVID-19 pandemic, we have taken actions described above in the “COVID-19 Update” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following table sets forth certain financial data at the dates indicated.

 

 

 

August 1, 2020

 

 

         February 1,

2020

 

 

August 3, 2019

 

 

 

(in millions)

 

Cash and cash equivalents

 

$

299.1

 

 

$

81.4

 

 

$

58.0

 

Working capital

 

$

286.8

 

 

$

146.2

 

 

$

172.9

 

Long-term debt (including current portion)

 

$

210.9

 

 

$

14.4

 

 

$

75.1

 

Working Capital

Our business is seasonal, with our investment in inventory and accounts receivable normally reaching peaks in the spring and fall of each year. Historically, cash flows from operations have been generated principally in the fourth quarter of each fiscal year, but the disruption from the COVID-19 pandemic has had a material impact on our working capital during the first six months of Fiscal 2021.

 

 

 

Six Months Ended

 

Cash flow changes:

 

August 1, 2020

 

 

August 3, 2019

 

 

Increase

(Decrease)

 

 

 

(in millions)

 

Net cash provided by (used in) operating activities

 

$

46.6

 

 

$

(38.1

)

 

$

84.7

 

Net cash provided by (used in) investing activities

 

 

(10.5

)

 

 

85.5

 

 

 

(96.0

)

Net cash provided by (used in) financing activities

 

 

179.2

 

 

 

(156.0

)

 

 

335.2

 

Effect of foreign exchange rate fluctuations on cash

 

 

2.4

 

 

 

(0.8

)

 

 

3.2

 

Increase (decrease) in cash and cash equivalents

 

$

217.7

 

 

$

(109.4

)

 

$

327.1

 

 

Reasons for the major variances in cash provided by (used in) the table above are as follows:

Cash provided by operating activities was $84.7 million higher for the six months ended August 1, 2020 compared to the same period last year, reflecting primarily the following factors:

 

an $81.0 million increase in cash flow from changes in inventory reflecting primarily decreased inventory growth for Journeys Group and Schuh Group in the first half of Fiscal 2021;

a $67.0 million increase in cash flow from changes in other assets and liabilities reflecting reduced rent payments since the onset of the COVID-19 pandemic;

a $34.8 million increase in cash flow from changes in accounts payable reflecting growth in accounts payable related to the Togast acquisition and changes in buying patterns for other business units;

a $24.2 million increase in cash flow from changes in other accrued liabilities reflecting primarily reduced payments; partially offset by

a $76.2 million decrease in cash flow from decreased net earnings, net of intangible impairment;

 

a $31.1 million decrease in cash flow from changes in accounts receivable due to growth in wholesale receivables related to the Togast acquisition; and

 

a $28.0 million decrease in cash flow from changes in prepaids and other current assets reflecting increased prepaid income taxes when compared to the prior year, partially offset by decreased rent prepayments.

 

 

Cash provided by investing activities was $96.0 million lower for the six months ended August 1, 2020 reflecting primarily the receipt of proceeds from the sale of Lids Sports Group in the prior year.

 

Cash provided by financing activities was $335.2 million higher for the six months ended August 1, 2020 reflecting primarily additional revolver borrowings in the first six months this year as a result of the COVID-19 pandemic and share repurchases last year.

Sources of Liquidity and Future Capital Needs

We have three principal sources of liquidity: cash flow from operations, cash and cash equivalents on hand and our credit facilities discussed in Item 8, Note 7, "Long-Term Debt", to our Consolidated Financial Statements included in our Annual Report on Form 10-K for Fiscal 2020 and in Item 1, Note 7 “Long-Term Debt”, to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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Table of Contents

 

During the six months ended August 1, 2020, we have borrowed $171.6 million under our Credit Facility and $24.9 million (£19.0 million) on our U.K. A&R Agreement, which expires at the end of September 2020. We did this as a precautionary measure to ensure funds are available to meet our obligations for a substantial period of time in response to the COVID-19 pandemic that caused public health officials to recommend precautions that would mitigate the spread of the virus, including “stay-at-home” orders and similar mandates and warning the public against congregating in heavily populated areas such as malls and shopping centers. We intend to hold the proceeds from the Credit Facility borrowings in accordance with the terms of the Credit Facility, may use the proceeds in the future for working capital, general corporate or other purposes as permitted by the Credit Agreement.  We are in the process of finalizing alternative financing arrangements to replace the U.K. A&R Agreement when it expires.  In addition, on June 5, 2020, we entered into a Second Amendment to our Credit Facility to, among other things, increase the Total Commitments for the revolving loans from $275.0 million to $332.5 million, establish a FILO tranche of indebtedness of $17.5 million, for $350.0 million total capacity, increase pricing on the revolving loans, modify certain covenant and reporting terms and pledge additional collateral.  On September 10, 2020, we paid down $150.0 million of the borrowings under the Credit Facility and an additional $4.0 million (C$5.4 million) related to GCO Canada, Inc.

As we manage through the impacts of the COVID-19 pandemic in Fiscal 2021, we have access to our existing cash, as well as our available credit facilities to meet short-term liquidity needs.  We believe that cash on hand, cash provided by operations and borrowings under our amended Credit Facility and the U.K. A&R Agreement will be sufficient to support our near-term liquidity.

Contractual Obligations

Our contractual obligations at August 1, 2020 increased approximately 13% compared to February 1, 2020 primarily due to increased long-term debt.

Capital Expenditures

Total capital expenditures in Fiscal 2021 are expected to be approximately $25 million to $30 million. These include retail capital expenditures of approximately $12 million to $14 million to open approximately seven Journeys stores, three Journeys Kidz stores, one Schuh store and three Johnston & Murphy shops and factory stores and to complete approximately 33 major store renovations. Additionally, we expect capital expenditures of approximately $11 million to $13 million in computer hardware, software and warehouse enhancements for initiatives to drive traffic and enhance omni-channel capabilities. The amount of capital expenditures in Fiscal 2021 for wholesale operations and other purposes is expected to be approximately $2 million to $3 million, primarily for new systems.

Common Stock Repurchases

We did not repurchase any shares during the six months ended August 1, 2020.  We have $89.7 million remaining as of August 1, 2020 under our current $100.0 million share repurchase authorization.  We repurchased 3,419,817 shares for $148.1 million during the six months ended August 1, 2019 under a prior share repurchase authorization.

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 9, "Legal Proceedings and Other Matters", to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

New Accounting Pronouncements

Descriptions of the recently issued accounting pronouncements, if any, and the accounting pronouncements adopted by us during the three months ended August 1, 2020 are included in Note 1 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

 

 

 

 

 

 

 

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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, 2020.  There have been no material changes to our exposure to market risks from those disclosed in the Form 10-K.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

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

Based on their evaluation as of August 1, 2020, 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 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

32


Table of Contents

 

PART II - OTHER INFORMATION

We incorporate by reference the information regarding legal proceedings in Note 9 of our Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

 

You should carefully consider the risk factors below and the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended February 1, 2020, and in the Quarterly Report on Form 10-Q for the quarter ended May 2, 2020 (the “Quarterly Report”), which could materially affect our business, financial condition or future results. The risks described in this report, in our Annual Report and the Quarterly 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.


We are experiencing a material disruption to our business as a result of COVID-19 and our sales, supply chain and financial results have been, and may continue to be, significantly adversely impacted.


Our business is subject to risks, or public perception of risks, arising from public health and safety crises, including pandemics, which have impacted, and may in the future impact, our wholesale and retail demand and supply chains. On March 18, 2020, we temporarily closed all of our North American stores, on March 23, 2020, we temporarily closed all our stores in the United Kingdom and Republic of Ireland and on March 26, 2020, we closed temporarily our e-commerce business in the UK in response to the COVID-19 pandemic. Effective April 3, 2020, our U.K.-based Schuh business announced that it had reopened its e-commerce operations in compliance with government health and safety practices. On March 27, 2020, we announced that we were adjusting our operational needs, including a significant reduction of expense, capital and planned inventory receipts. As part of these measures, we made the decision to temporarily reduce compensation of certain members of senior management and the Board of Directors. In addition, we furloughed all our full-time store employees in North America and our store and distribution center employees in the United Kingdom. We also furloughed employees and reduced headcount in our corporate offices, call centers and distribution centers. Our wholesale partner stores also closed or substantially reduced operating hours. Beginning on May 1, 2020, we began to re-open stores based on the pertinent state and local orders, and as of August 1, 2020, we have reopened most of our stores.  We have also returned some employees off furlough status and restored some senior management and board compensation.

 

The COVID-19 pandemic has created significant uncertainty regarding the impact on the global and U.S. economy, the breadth and severity of business, government restrictions on business operations, fiscal and monetary responses to the pandemic, and consumer demand. While, as of August 1, 2020, most of our stores have reopened the pandemic is continuing to have a significant impact on our business.  The duration of the COVID-19 pandemic and its impact over the longer term are uncertain and cannot be predicted at this time, but we have already experienced significant declines in net sales and net earnings (loss). Our results have been negatively impacted by various factors related to the pandemic such as:

 

 

Reduced consumer demand and customer traffic in malls and shopping centers, and reduced demand for our wholesale products from our retail partners;

 

The expiration of the Federal unemployment benefits provided by the CARES act;

 

The delayed start of the school year and the cancellation or delayed start of in-person school instruction across the U.S. have impacted or shirted the demand for back-to-school products; and,

 

The effects of the pandemic on our vendors have affected our supply chain and our ability to source merchandise.

 

The further effects of the pandemic depend on factors outside our control such as the spread of the disease and the effectiveness of containment efforts.  As the pandemic continues and is of unknown duration, our business could be materially adversely affected by several additional factors, including the following:

 

The effects of the COVID-19 pandemic on the global economy, including a prolonged recession and the deterioration of economic conditions in the markets where we operate, could result in customers having less disposable income which could lead to reduced sales of our products;

To the extent that our target customer demographic is disproportionately impacted by continued significant unemployment, the lack of further government stimulus or otherwise as a result of the COVID-19 pandemic, our business may be further adversely affected;

The effects of COVID-19 could further delay inventory production and fulfillment, and our release or delivery of new product offerings or require us to make unexpected changes to our offerings;

If “Shelter in Place” or “Stay-at-Home” orders, or similar mandates are implemented in any of our markets, our store and e-commerce operations might be disrupted because employees could be unable to report to work and/or store traffic and customer demand might be reduced;

33


Table of Contents

 

Our business is dependent on sales in our brick and mortar locations, which have a high fixed cost component.  The impact of the pandemic has shifted some consumer demand to digital, and we may not be able to reduce our fixed costs in the near term or scale our e-commerce businesses quickly enough to meet demand, particularly if the mix of online and in-store demand does not return to historical levels;

While we are making efforts to further reduce operating costs and conserve cash, we may not be successful in doing so;

We have been engaged in discussions with our landlords and other vendors to obtain rent and other relief, and while we have had some success in the past, there are no assurances that we will be successful in these endeavors in the future. As a result, we may be subject to litigation or other claims;

Borrowings or capacity under our Credit Facility may not be adequate to provide necessary liquidity at the parent or subsidiary level if the pandemic continues for an extended period, and we may not have access to additional sources of capital;

After the pandemic has subsided, fear of COVID-19, and/or recurrence of the outbreak could cause customers to avoid public places where our stores are located such as malls, outlets, and airports;

 

 

We could experience further incremental costs associated with efforts to mitigate the effects of the COVID-19 pandemic, including increased freight and logistics costs and other expenses; and,

We may be required to revise certain accounting estimates and judgments such as, but not limited to, those related to the valuation of goodwill, long-lived assets and deferred tax assets, which could have a material adverse effect on our financial position and results of operations.

 

COVID-19 has also had a significant impact on countries from which we source product including Brazil, China, India, Vietnam and others. The outbreak has resulted in significant governmental measures being implemented to control the spread of the virus, including, among others, restrictions on manufacturing and the movement of employees in many regions of China and other countries. As a result of the COVID-19 pandemic and the measures designed to contain the spread of the virus, our third-party manufacturers may not have the materials, capacity, or capability to manufacture our products according to our schedule and specifications. If our third-party manufacturers’ operations are curtailed, we may need to seek alternate manufacturing sources, which may be more expensive. Alternate sources may not be available or may result in delays in shipments to us from our supply chain and subsequently to our customers, each of which would affect our results of operations. While the disruptions and restrictions on the ability to travel, quarantines, and temporary closures of the facilities of our third-party manufacturers and suppliers, as well as general limitations on movement are expected to be temporary, the duration of the production and supply chain disruption, and related financial impact, cannot be estimated at this time. Should the production and distribution disruptions continue for an extended period of time, the impact on our supply chain could have a material adverse effect on our results of operations and cash flows.

 

As permitted by the CARES Act, we have deferred payroll and other tax payments and plan to apply for employer payroll tax credits. We continue to review and may seek other available benefits under CARES Act. We cannot predict the manner in which such benefits will be allocated or administered and we cannot assure you that we will be able to access such benefits in a timely manner or at all. Certain of the benefits under the CARES Act have not previously been administered on the present scale or at all. Government or third party program administrators may impose additional conditions and restrictions on our operations and the benefits may otherwise provide less relief than we contemplate. If the U.S. government, the U.K. government or any other governmental authority agrees to provide crisis relief assistance that we accept, it may impose certain requirements on the recipients of the aid, including restrictions on executive officer compensation, dividends, prepayment of debt, limitations on debt and other similar restrictions that will apply for a period of time after the aid is repaid or redeemed in full. We cannot assure you that any such government crisis relief assistance will not significantly limit our corporate activities or be on terms that are favorable to us. Such restrictions and terms could adversely impact our business and operations.

 

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in Risk Factors under Part I, Item 1A and Management’s Discussion and Analysis of Financial Condition and Results of Operation under Part II, Item 7 of our Annual Report on Form 10-K for the year ended February 1, 2020, filed with the SEC on April 1, 2020, and in the Quarterly Report filed with the SEC on June 11, 2020, including risks relating to change in consumer demand or shopping patterns, our level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, our ability to comply with the covenants contained in the agreements that govern our indebtedness, availability of adequate capital, our ability to execute our strategic plans, our real estate portfolio, disruptions to our supply chain and third party delivery service providers, our ability to access adequate quantities of product and materials, tariffs, and regulatory restrictions.

 

Our business and results of operations are subject to a broad range of uncertainties arising out of world and domestic events.

 

Our business and results of operations are subject to uncertainties arising out of world and domestic events, which may impact not only consumer demand, but also our ability to obtain the products we sell, most of which are produced outside the countries in which we operate, and our ability to operate in certain markets. These uncertainties may include a global economic slowdown, changes in consumer spending or travel, increase in fuel prices, and the economic consequences of pandemics, natural disasters, military action, riots, civil insurrection or social unrest, looting, protests, strikes, street demonstrations or terrorist activities and increased regulatory and compliance burdens related to governmental actions in response to a variety of factors, including but not limited to national security and anti-terrorism concerns and concerns about climate change. Any future events arising as a result of terrorist activity or other world events may have a material adverse impact on our

34


Table of Contents

 

business, including the demand for and our ability to source products and damage to our physical stores, and consequently on our results of operations and financial condition.

 

 

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 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5-3-20 to 5-30-20

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5-31-20 to 6-27-20

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6-28-20 to 8-1-20 (1)

 

 

64,368

 

 

$

19.01

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

35


Table of Contents

 

Item 6. Exhibits

 

Exhibit Index

 

 

 

 

 

(31.1)

  

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

(31.2)

  

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

(32.1)

  

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

 

 

 

(32.2)

  

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

 

 

 

101.INS

  

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

 

 

 

101.SCH

  

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

  

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

  

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

  

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

  

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

 

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

 

36


Table of Contents

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 Genesco Inc.

 

 

 

 

By:

 

/s/ Melvin G. Tucker

 

 

 

Melvin G. Tucker

 

 

 

Senior Vice President and Chief Financial Officer

 

Date: September 10, 2020

 

37

gco-ex311_8.htm

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 10, 2020

 

/s/ Mimi E. Vaughn

Mimi E. Vaughn

Chief Executive Officer

 

gco-ex312_6.htm

Exhibit 31.2

 

CERTIFICATIONS

I, Melvin G. Tucker, 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 10, 2020

 

/s/ Melvin G. Tucker

Melvin G. Tucker

Senior Vice President and Chief Financial Officer

 

gco-ex321_7.htm

 

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 1, 2020, 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 10, 2020

 

gco-ex322_9.htm

 

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 1, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melvin G. Tucker, Senior Vice President 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/ Melvin G. Tucker

Melvin G. Tucker

Senior Vice President and Chief Financial Officer

September 10, 2020

 

v3.20.2
Cover Page - shares
6 Months Ended
Aug. 01, 2020
Aug. 28, 2020
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Aug. 01, 2020  
Document Transition Report false  
Entity File Number 1-3083  
Entity Registrant Name Genesco Inc  
Entity Incorporation, State or Country Code TN  
Entity Tax Identification Number 62-0211340  
Entity Address, Address Line One Genesco Park  
Entity Address, Address Line Two 1415 Murfreesboro Pike  
Entity Address, City or Town Nashville  
Entity Address, State or Province TN  
Entity Address, Postal Zip Code 37217-2895  
City Area Code 615  
Local Phone Number 367-7000  
Title of 12(b) Security Common Stock, $1.00 par value  
Trading Symbol GCO  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock Shares Outstanding   14,993,755
Entity Central Index Key 0000018498  
Amendment Flag false  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q2  
Current Fiscal Year End Date --01-30  
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Current Assets:      
Cash and cash equivalents $ 299,144 $ 81,418 $ 57,965
Accounts receivable, net of allowances of $5,485 at August 1, 2020, $2,940 at Feb. 1, 2020 and $2,462 at August 3, 2019 54,793 29,195 26,626
Inventories 365,267 365,269 444,706
Prepaids and other current assets 58,454 32,301 45,040
Total current assets 777,658 508,183 574,337
Property and equipment, net 220,458 238,320 261,924
Operating lease right of use assets 670,323 735,044 754,537
Goodwill 37,931 122,184 87,126
Other intangibles 30,008 36,364 29,559
Deferred income taxes 12,443 19,475 23,185
Other noncurrent assets 21,207 20,908 24,859
Total Assets 1,770,028 1,680,478 1,755,527
Current Liabilities:      
Accounts payable 178,541 135,784 157,822
Accrued employee compensation 12,237 31,579 32,552
Current portion – long-term debt 24,860   14,896
Current portion - operating lease liabilities 199,392 142,695 141,233
Other accrued liabilities 75,381 51,382 54,439
Provision for discontinued operations 429 495 520
Total current liabilities 490,840 361,935 401,462
Long-term debt 186,049 14,393 60,244
Long-term operating lease liabilities 593,723 647,949 671,047
Other long-term liabilities 36,871 35,177 36,307
Provision for discontinued operations 1,681 1,681 1,846
Total liabilities 1,309,164 1,061,135 1,170,906
Commitments and contingent liabilities
Equity:      
Non-redeemable preferred stock 1,009 1,009 1,010
Common equity:      
Common stock, $1 par value: Authorized; 80,000,000 shares Issued common stock 15,482 15,186 16,345
Additional paid-in capital 278,254 274,101 268,882
Retained earnings 223,536 378,572 364,396
Accumulated other comprehensive loss (39,560) (31,668) (48,155)
Treasury shares, at cost (488,464 shares) (17,857) (17,857) (17,857)
Total equity 460,864 619,343 584,621
Total Liabilities and Equity $ 1,770,028 $ 1,680,478 $ 1,755,527
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Current Assets:      
Allowances on accounts receivable $ 5,485 $ 2,940 $ 2,462
Common equity:      
Common stock, par value (in dollars per share) $ 1 $ 1 $ 1
Common stock, shares authorized (in shares) 80,000,000 80,000,000 80,000,000
Treasury shares, at cost (in shares) 488,464 488,464 488,464
v3.20.2
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Income Statement [Abstract]        
Net sales $ 391,217 $ 486,573 $ 670,449 $ 982,224
Cost of sales 224,217 250,040 383,305 500,783
Gross margin 167,000 236,533 287,144 481,441
Selling and administrative expenses 187,261 231,796 376,303 468,351
Goodwill impairment 0 0 79,259 0
Asset impairments and other, net 1,733 1,775 9,594 1,044
Operating income (loss) (21,994) 2,962 (178,012) 12,046
Other components net periodic benefit income (182) (93) (306) (179)
Interest expense, net:        
Interest expense 1,965 835 3,014 1,683
Interest income (47) (488) (240) (1,502)
Total interest expense, net 1,918 347 2,774 181
Earnings (loss) from continuing operations before income taxes (23,730) 2,708 (180,480) 12,044
Income tax expense (benefit) (4,806) 1,915 (26,932) 4,781
Earnings (loss) from continuing operations (18,924) 793 (153,548) 7,263
Loss from discontinued operations, net of tax (112) (216) (265) (340)
Net Earnings (Loss) $ (19,036) $ 577 $ (153,813) $ 6,923
Basic earnings (loss) per common share:        
Continuing operations $ (1.33) $ 0.05 $ (10.86) $ 0.43
Discontinued operations (0.01) (0.01) (0.01) (0.02)
Net earnings (loss) (1.34) 0.04 (10.87) 0.41
Diluted earnings (loss) per common share:        
Continuing operations (1.33) 0.05 (10.86) 0.43
Discontinued operations (0.01) (0.01) (0.01) (0.02)
Net earnings (loss) $ (1.34) $ 0.04 $ (10.87) $ 0.41
Weighted average shares outstanding:        
Basic 14,179 15,959 14,145 16,802
Diluted 14,179 16,028 14,145 16,939
v3.20.2
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Statement Of Income And Comprehensive Income [Abstract]        
Net earnings (loss) $ (19,036) $ 577 $ (153,813) $ 6,923
Other comprehensive income (loss):        
Pension liability adjustments, net of tax 0 51 0 106
Postretirement liability adjustments, net of tax (156) (166) (276) (333)
Foreign currency translation adjustments 3,199 (11,072) (7,616) (9,992)
Total other comprehensive income (loss) 3,043 (11,187) (7,892) (10,219)
Comprehensive loss $ (15,993) $ (10,610) $ (161,705) $ (3,296)
v3.20.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net earnings (loss) $ (153,813) $ 6,923
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:    
Depreciation and amortization 24,210 25,118
Amortization of deferred note expense and debt discount 397 217
Deferred income taxes 7,129 (1,285)
Provision for accounts receivable 3,038 91
Impairment of intangible assets 84,519 0
Impairment of long-lived assets 4,782 1,038
Restricted stock expense 4,449 4,868
Other 430 1,241
Effect on cash from changes in working capital and other assets and liabilities, net of acquisitions:    
Accounts receivable (28,541) 2,594
Inventories (1,111) (82,091)
Prepaids and other current assets (26,384) 1,658
Accounts payable 55,678 20,864
Other accrued liabilities 4,516 (19,661)
Other assets and liabilities 67,304 317
Net cash provided by (used in) operating activities 46,603 (38,108)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Capital expenditures (10,642) (13,251)
Other investing activities 0 23
Proceeds from sale of businesses 0 98,677
Proceeds from asset sales 100 30
Net cash provided by (used in) investing activities (10,542) 85,479
CASH FLOWS FROM FINANCING ACTIVITIES:    
Payments of long-term debt 0 (789)
Borrowings under revolving credit facility 214,821 49,832
Payments on revolving credit facility (20,239) (37,203)
Share repurchases related to share repurchase program 0 (145,361)
Restricted shares withheld for taxes (1,224) (2,209)
Change in overdraft balances (13,019) (20,218)
Additions to deferred note cost (1,087) 0
Net cash provided by (used in) financing activities 179,252 (155,948)
Effect of foreign exchange rate fluctuations on cash 2,412 (813)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 217,725 (109,390)
Cash and cash equivalents at beginning of period 81,418 167,355
CASH AND CASH EQUIVALENTS AT END OF PERIOD 299,143 57,965
Supplemental Cash Flow Information:    
Interest paid 2,171 1,507
Income taxes paid 3,784 3,794
Cash paid for amounts included in measurement of operating lease liabilities 25,795 91,769
Right of use assets obtained in exchange for new operating lease liabilities $ 15,216 $ 34,954
v3.20.2
Condensed Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Non-Redeemable Preferred Stock
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Treasury Shares
Cumulative Effect, Period of Adoption, Adjustment
Cumulative Effect, Period of Adoption, Adjustment
Retained Earnings
Beginning balance at Feb. 02, 2019 $ 737,551 $ 1,060 $ 19,591 $ 264,138 $ 508,555 $ (37,936) $ (17,857) $ (4,208) $ (4,208)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Accounting Standards Update [Extensible List] us-gaap:AccountingStandardsUpdate201602Member                
Net earnings (loss) $ 6,346       6,346        
Other comprehensive earnings (loss) 968         968      
Employee and non-employee share-based compensation 2,239     2,239          
Shares repurchased (79,971)   (1,809)   (78,162)        
Other 1 (48) (29) 78          
Ending balance at May. 04, 2019 662,926 1,012 17,753 266,455 432,531 (36,968) (17,857)    
Beginning balance at Feb. 02, 2019 737,551 1,060 19,591 264,138 508,555 (37,936) (17,857) $ (4,208) $ (4,208)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net earnings (loss) 6,923                
Other comprehensive earnings (loss) (10,219)                
Ending balance at Aug. 03, 2019 584,621 1,010 16,345 268,882 364,396 (48,155) (17,857)    
Beginning balance at May. 04, 2019 662,926 1,012 17,753 266,455 432,531 (36,968) (17,857)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net earnings (loss) 577       577        
Other comprehensive earnings (loss) (11,187)         (11,187)      
Employee and non-employee share-based compensation 2,629     2,629          
Shares repurchased (68,114)   (1,611)   (66,503)        
Restricted stock issuance     285 (285)          
Restricted shares withheld for taxes (2,209)   (56) 56 (2,209)        
Other (1) (2) (26) 27          
Ending balance at Aug. 03, 2019 584,621 1,010 16,345 268,882 364,396 (48,155) (17,857)    
Beginning balance at Feb. 01, 2020 619,343 1,009 15,186 274,101 378,572 (31,668) (17,857)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net earnings (loss) (134,777)       (134,777)        
Other comprehensive earnings (loss) (10,935)         (10,935)      
Employee and non-employee share-based compensation 2,191     2,191          
Other     (15) 15          
Ending balance at May. 02, 2020 475,822 1,009 15,171 276,307 243,795 (42,603) (17,857)    
Beginning balance at Feb. 01, 2020 619,343 1,009 15,186 274,101 378,572 (31,668) (17,857)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net earnings (loss) (153,813)                
Other comprehensive earnings (loss) (7,892)                
Ending balance at Aug. 01, 2020 460,864 1,009 15,482 278,254 223,536 (39,560) (17,857)    
Beginning balance at May. 02, 2020 475,822 1,009 15,171 276,307 243,795 (42,603) (17,857)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net earnings (loss) (19,036)       (19,036)        
Other comprehensive earnings (loss) 3,043         3,043      
Employee and non-employee share-based compensation 2,258     2,258          
Restricted stock issuance     461 (461)          
Restricted shares withheld for taxes (1,223)   (64) 64 (1,223)        
Other     (86) 86          
Ending balance at Aug. 01, 2020 $ 460,864 $ 1,009 $ 15,482 $ 278,254 $ 223,536 $ (39,560) $ (17,857)    
v3.20.2
Summary of Significant Accounting Policies
6 Months Ended
Aug. 01, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 1

Summary of Significant Accounting Policies

Basis of Presentation

The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending January 30, 2021 ("Fiscal 2021") and of the fiscal year ended February 1, 2020 ("Fiscal 2020"). 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. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted. The Condensed Consolidated Balance Sheet as of February 1, 2020 has been derived from the audited financial statements at that date. These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and notes for Fiscal 2020, which are contained in our Annual Report on Form 10-K as filed with the SEC on April 1, 2020.

Nature of Operations

Genesco Inc. and its subsidiaries (collectively the "Company", "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 and the Republic of Ireland (“ROI”); through catalogs and e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com and littleburgundyshoes.com and at wholesale, primarily under our Johnston & Murphy brand, the licensed Dockers brand, the licensed Levi's brand, the licensed Bass brand and other brands that we license for footwear.  At August 1, 2020, we operated 1,476 retail stores in the U.S., Puerto Rico, Canada, the United Kingdom and the ROI.

During the three and six months ended August 1, 2020 and August 3, 2019, 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) Licensed Brands, comprised of the licensed Dockers®, Levi's®, and Bass® brands, as well as other brands we license for footwear.

Cash and Cash Equivalents

Our foreign subsidiaries held cash of approximately $42.2 million, $8.9 million and $10.8 million as of August 1, 2020, February 1, 2020 and August 3, 2019, respectively, which is included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

There were $241.1 million, $59.6 million and $17.5 million in cash equivalents at August 1, 2020, February 1, 2020 and August 3, 2019, respectively.

At August 1, 2020, February 1, 2020 and August 3, 2019, outstanding checks drawn on zero-balance accounts at certain domestic banks exceeded book cash balances at those banks by approximately $4.1 million, $17.1 million and $9.4 million, respectively. These amounts are included in accounts payable in the Condensed Consolidated Balance Sheets.

Concentration of Credit Risk and Allowances on Accounts Receivable

Our footwear wholesale businesses sell primarily to department stores and independent retailers across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry as well as by customer-specific factors. In the footwear wholesale businesses, one customer accounted for 19%, one customer accounted for 15%, one customer accounted for 13% and no other customer accounted for more than 7% of our total trade receivables balance as of August 1, 2020.

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 $2.2 million and $1.3 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $4.6 million and $2.7 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

 

Note 1

Summary of Significant Accounting Policies, Continued

Retail occupancy costs recorded in selling and administrative expense were $71.5 million and $85.9 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $148.7 million and $169.1 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

Advertising Costs

Advertising costs were $14.1 million and $16.5 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $28.6 million and $30.2 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

Vendor Allowances

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $0.9 million and $2.3 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $2.7 million and $4.2 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.  During the first six months of Fiscal 2021 and Fiscal 2020, our cooperative advertising reimbursements received were not in excess of the costs incurred.

Foreign Currency Translation

The functional currency of our foreign operations is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date. Income and expense accounts are translated at monthly average exchange rates. The unearned gains and losses resulting from such translation are included as a separate component of accumulated other comprehensive loss within shareholders' equity. Gains and losses from certain foreign currency transactions are reported as an item of income and resulted in net income of $(0.4) million and $(0.2) million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and net income of $(0.5) million for the first six months of Fiscal 2021 and a net loss of $0.1 million for the first six months of Fiscal 2020.

New Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13 guidance related to the disclosure requirements for fair value measurement.  This guidance added, modified and removed certain disclosure requirements related to assets and liabilities recorded at fair value.  This guidance is effective for public business entities for fiscal years and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted.  We adopted this guidance in the first quarter of Fiscal 2021 and it had no impact to our results of operations, financial position or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. We adopted ASU No. 2016-13 in the first quarter of Fiscal 2021. This guidance did not have a material impact on our Condensed Consolidated Financial Statements.

 

v3.20.2
COVID-19
6 Months Ended
Aug. 01, 2020
Extraordinary And Unusual Items [Abstract]  
COVID-19

Note 2

COVID-19

 

In March 2020, the World Health Organization categorized the outbreak of COVID-19 as a pandemic. To help control the spread of the virus and protect the health and safety of our employees and customers, we began temporarily closing or modifying operating models and hours of our retail stores in North America, the United Kingdom and ROI both in response to governmental requirements including “stay-at-home” orders and similar mandates and voluntarily, beyond the requirements of local government authorities, during the first and second quarters of Fiscal 2021.

 

Changes made in our operations, including temporary closures, combined with reduced customer traffic due to concerns over COVID-19, resulted in material reductions in revenues and operating income during the first and second quarters of Fiscal 2021. This prompted us to update our impairment analyses of our retail store portfolios and related lease right-of-use assets. For certain lower-performing stores, we compared the carrying value of store assets to undiscounted cash flows with updated assumptions on near-term profitability. As a result, we recorded a $3.0 million and $1.7 million asset impairment charge within asset impairments and other, net on our Condensed Consolidated Statements of Operations during the quarters ended May 2, 2020 and August 1, 2020, respectively.

 

Note 2

COVID-19, Continued

 

We evaluated our goodwill and indefinite-lived intangible assets at the end of the quarters ended May 2, 2020 and August 1, 2020. Our goodwill impairment analyses for Schuh Group completed as of the first day of the fourth quarter of Fiscal 2020 indicated $8.2 million of excess fair value over its carrying value. Therefore, considering the impact of COVID-19, we updated the goodwill impairment analysis for Schuh Group, and as a result, recorded a goodwill impairment charge of $79.3 million during the quarter ended May 2, 2020.  In addition, we updated our impairment analysis for other intangible assets considering the impact of COVID-19 and, as a result, recorded a trademark impairment charge of $5.3 million during the quarter ended May 2, 2020.  There were no impairment indicators for the quarter ended August 1, 2020.

 

We evaluated our remaining tangible assets, particularly accounts receivable and inventory. Our wholesale businesses sell primarily to independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry, such as COVID-19, as well as by customer specific factors. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. As a result of the impact of COVID-19, we recorded additional bad debt expense of $2.4 million and $0.7 million during the quarters ended May 2, 2020 and August 1, 2020, respectively.

 

We also record reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. During the quarters ended May 2, 2020 and August 1, 2020, we recorded approximately $1.8 million and $2.5 million, respectively, of incremental inventory reserve provisions as a result of excess inventory due to the impact of COVID-19 on retail traffic and demand for certain products. Depending on the pace of reopening our stores as well as future customer behavior, among other factors, we may incur additional inventory reserve provisions during Fiscal 2021.

 

Since the first quarter of Fiscal 2021, we have withheld certain contractual rent payments generally correlating with time periods when our stores were closed and/or correlating with sales declines from Fiscal 2020. We continue to recognize rent expense in accordance with the contractual terms.  We are working with landlords in various markets seeking commercially reasonable lease concessions given the current environment, and while some agreements have been reached, a significant number of negotiations remain ongoing.

 

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which among other things, provides employer payroll tax credits for wages paid to employees who are unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Based on our preliminary evaluation of the CARES Act, we qualify for certain employer payroll tax credits as well as the deferral of payroll and other tax payments in the future, which will be treated as government subsidies to offset related operating expenses. During the quarters ended May 2, 2020 and August 1, 2020, qualified payroll tax credits reduced our selling and administrative expenses by approximately $7.0 million and $3.8 million on our Condensed Consolidated Statements of Operations as a result of relief from the CARES Act and other foreign governmental packages. We intend to defer qualified payroll and other tax payments as permitted by the CARES Act.  Other foreign governmental packages also provided relief from property taxes of approximately $1.6 million and $3.9 million in the quarters ended May 2, 2020 and August 1, 2020, respectively.

 

We recorded our income tax expense, deferred tax assets and related liabilities based on our best estimates. As part of this process, we assessed the likelihood of realizing the benefits of our deferred tax assets. As of the end of our first quarter of Fiscal 2021, based on available evidence, we recorded additional valuation allowance adjustments in our UK jurisdiction of $2.0 million. Further, we excluded the UK tax jurisdiction from our estimate of the annual effective tax rate for Fiscal 2021 as we do not expect to record any tax benefit from the losses anticipated for Fiscal 2021.  We will continue to monitor the realizability of our deferred tax assets, particularly in certain foreign jurisdictions where the COVID-19 pandemic has started to create significant net operating losses. Our ability to recover these deferred tax assets depends on several factors, including our results of operations and our ability to project future taxable income in those jurisdictions. If we determine that some portion of the tax benefit will not be realized, we would record a valuation allowance, which would decrease our income tax benefit. Total deferred tax assets, net of valuation allowances, as of the end of our first quarter ended May 2, 2020 were approximately $14.6 million, of which approximately $0.9 million related to foreign jurisdictions.  Total deferred tax assets as of August 1, 2020 were approximately $12.4 million, of which approximately $1.0 million related to foreign jurisdictions.

 

The COVID-19 pandemic remains a rapidly evolving situation. The continuation of the COVID-19 pandemic, its economic impact and actions taken in response thereto may result in prolonged or recurring periods of store closures and modified operating schedules and may result in changes in customer behaviors, including a potential reduction in consumer discretionary spending in our stores. These may lead to increased asset recovery and valuation risks, such as impairment of our store and other assets and an inability to realize deferred tax assets due to sustaining losses in certain jurisdictions. The uncertainties in the global economy have and are likely to continue to impact the financial viability of our suppliers, and other business partners, which may interrupt our supply chain, limit our ability to collect receivables and require

 

Note 2

COVID-19, Continued

 

other changes to our operations. These and other factors have and will continue to adversely impact our net revenues, operating income and earnings per share financial measures.

v3.20.2
Goodwill and Other Intangible Assets
6 Months Ended
Aug. 01, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

Note 3

Goodwill and Other Intangible Assets

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

 

(In thousands)

 

Schuh Group

 

 

Journeys

Group

 

 

Licensed

Brands

Group

 

 

Total

Goodwill

 

Balance, February 1, 2020

 

$

84,069

 

 

$

9,730

 

 

$

28,385

 

 

$

122,184

 

Change in opening balance sheet

 

 

 

 

 

 

 

 

(55

)

 

 

(55

)

Impairment

 

 

(79,259

)

 

 

 

 

 

 

 

 

(79,259

)

Effect of foreign currency exchange rates

 

 

(4,810

)

 

 

(129

)

 

 

 

 

 

(4,939

)

Balance, August 1, 2020

 

$

 

 

$

9,601

 

 

$

28,330

 

 

$

37,931

 

 

During the first quarter of Fiscal 2021, we identified qualitative indicators of impairment, including a significant decline in our stock price and market capitalization resulting from the COVID-19 pandemic, since the last consideration of indicators of impairment in the fourth quarter of Fiscal 2020 for our Schuh Group reporting unit.  When indicators of impairment are present on an interim basis, we must assess whether it is “more likely than not” (i.e., a greater than 50% chance) that an impairment has occurred.  In our Fiscal 2020 annual evaluation of goodwill, we determined the Schuh Group reporting unit was valued at approximately $8.2 million in excess of its carrying value.  Due to the identified indicators of impairment in the first quarter of Fiscal 2021, we determined that it was “more likely than not” that an impairment had occurred and performed a full valuation of our Schuh Group reporting.  Based upon the results of these analyses, we concluded the goodwill attributed to Schuh Group was fully impaired.  As a result, we recorded an impairment charge of $79.3 million in the first quarter of Fiscal 2021.

 

Goodwill Valuation (Schuh Group)

We estimated the fair value of our Schuh reporting unit in the first quarter of Fiscal 2021 using a discounted cash flow method (income approach) weighted 50% and a guideline public company method (market approach) weighted 50%. The key assumptions used under the income approach include the following:

• Future cash flow assumptions - Our projections for the Schuh reporting unit were based on organic growth and were derived from historical experience and assumptions regarding future growth and profitability trends, including considerations for the impact from the outbreak of the COVID-19 pandemic. Our analysis incorporated an assumed period of cash flows of seven years with a terminal value.

• Discount rate - The discount rate was based on an estimated WACC for the reporting unit. The components of WACC are the cost of equity and the cost of debt, each of which requires judgment by management to estimate. We developed our cost of equity estimate based on perceived risks and predictability of future cash flows. The WACC used to estimate the fair values of the Schuh reporting unit was 16%.

 

The guideline company method involves analyzing transaction and financial data of publicly traded companies to develop multiples, which are adjusted to account for differences in growth prospects and risk profiles of the reporting unit and comparable companies.

 

Trademark Valuation

In addition, as a result of the factors noted above, we evaluated the fair value of our trademarks during the first quarter of Fiscal 2021.  The fair value of trademarks was determined based on the royalty savings approach.  This analysis indicated trademark impairment in our Journeys Group and Johnston & Murphy Group.  As a result, we recorded a trademark impairment of $5.3 million in the first quarter of Fiscal 2021.  This charge is included in asset impairment and other, net in the accompanying Condensed Consolidated Statements of Operations.

 

 

 

 

 

 

Note 3

Goodwill and Other Intangible Assets, Continued

 

Key assumptions included in the estimation of the fair value for trademarks include the following:

• Future cash flow assumptions - Future cash flow assumptions include retail sales from our retail store operations and ecommerce retail sales. Sales were based on organic growth and were derived from historical experience and assumptions regarding future growth, including considerations for the impact from the outbreak of the COVID-19 pandemic. Our analysis incorporated an assumed period of cash flows of five years with a terminal value.

• Royalty rate - The royalty rate used to estimate the fair values of our reporting units’ trademarks was 1%.

• Discount rate - The discount rate was based on an estimated weighted average cost of capital ("WACC") for each business. The components of WACC are the cost of equity and the cost of debt, each of which requires judgment by management to estimate. The WACC used to estimate the fair values of our reporting units’ trademarks was 15%.

 

Other intangibles by major classes were as follows:

 

 

 

Trademarks

 

Customer Lists(1)

 

 

Other(2)

 

 

Total

 

(In thousands)

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

Gross other intangibles

 

$

25,239

 

 

$

31,023

 

$

6,548

 

 

$

6,562

 

 

$

763

 

 

$

767

 

 

$

32,550

 

 

$

38,352

 

Accumulated

   amortization

 

 

 

 

 

 

 

(1,779

)

 

 

(1,509

)

 

 

(763

)

 

 

(479

)

 

 

(2,542

)

 

 

(1,988

)

Net Other Intangibles

 

$

25,239

 

 

$

31,023

 

$

4,769

 

 

$

5,053

 

 

$

 

 

$

288

 

 

$

30,008

 

 

$

36,364

 

 

(1) Includes $5.1 million for the acquisition of substantially all the assets and the assumption of certain liabilities of Togast LLC, Togast Direct,LLC and TGB Design, LLC (collectively, “Togast”).

(2) Includes backlog and vendor contract.

v3.20.2
Asset Impairments and Other Charges
6 Months Ended
Aug. 01, 2020
Asset Impairment Charges [Abstract]  
Asset Impairments and Other Charges

Note 4

Asset Impairments and Other Charges

Asset impairment charges are reflected as a reduction of the net carrying value of property and equipment in the accompanying Condensed Consolidated Balance Sheets, and in asset impairments and other, net in the accompanying Condensed Consolidated Statements of Operations.

We recorded pretax charges of $1.7 million in the second quarter of Fiscal 2021 for retail store asset impairments.  We recorded pretax charges of $9.6 million in the first six months of Fiscal 2021, including $5.3 million for trademark impairment and $4.8 million for retail store asset impairments, partially offset by a $(0.4) million gain for the release of an earnout related to the Togast acquisition. We recorded a pretax charge of $1.8 million in the second quarter of Fiscal 2020, including $1.0 million for lease terminations and $0.7 million for retail store asset impairments.  We recorded pretax charges of $1.0 million in the first six months of Fiscal 2020 for retail store asset impairments.

v3.20.2
Inventories
6 Months Ended
Aug. 01, 2020
Inventory Disclosure [Abstract]  
Inventories

Note 5

Inventories

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

Wholesale finished goods

 

$

41,911

 

 

$

34,271

 

Retail merchandise

 

 

323,356

 

 

 

330,998

 

Total Inventories

 

$

365,267

 

 

$

365,269

 

 

v3.20.2
Fair Value
6 Months Ended
Aug. 01, 2020
Fair Value Disclosures [Abstract]  
Fair Value

Note 6

Fair Value

Fair Value of Financial Instruments

The carrying amounts and fair values of our financial instruments at August 1, 2020 and February 1, 2020 are as follows:

 

Fair Values

 

 

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

U.S. Revolver Borrowings

 

$

186,049

 

 

$

186,171

 

 

$

14,393

 

 

$

14,056

 

UK Revolver Borrowings

 

 

24,860

 

 

 

24,846

 

 

 

 

 

 

 

 

 

As of August 1, 2020, we have $32.4 million of long-lived assets held and used which were measured using Level 3 inputs within the fair value hierarchy.  We recorded $1.7 million and $4.8 million of impairment charges as a result of the fair value measurement of our long-lived assets held and used during the three months and six months ended August 1, 2020, respectively. These charges are reflected in asset impairments and other, net on the Condensed Consolidated Statements of Operations.

v3.20.2
Long-Term Debt
6 Months Ended
Aug. 01, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

Note 7

Long-Term Debt

 

On March 19, 2020, Schuh Limited ("Schuh") entered into an Amendment and Restatement Agreement (the "U.K. A&R Agreement") with Lloyds Bank which amended and restated the Amendment and Restatement Agreement dated April 26, 2017.  The U.K. A&R Agreement includes only a Facility C revolving credit agreement of £19.0 million, bears interest at LIBOR plus 2.2% per annum and expires in September 2020.  We are in the process of finalizing alternative financing arrangements to replace the U.K. A&R Agreement when it expires.  The U.K. A&R Agreement contains certain covenants at the Schuh level, including a minimum interest coverage covenant of 4.50x and a maximum leverage covenant of 1.75x. The U.K. A&R Agreement is secured by a pledge of all the assets of Schuh and Schuh (ROI) Limited.  Pursuant to a Guarantee in favor of Lloyds, Genesco Inc. has guaranteed the obligations of Schuh under the U.K. A&R Agreement on an unsecured basis.

 

On June 5, 2020, we entered into a Second Amendment (the “Second Amendment”) to our Fourth Amended and Restated Credit Agreement dated as of January 31, 2018 between us and the lenders party thereto and Bank of America, N.A. as agent (as amended, the “Credit Facility” or the “Credit Agreement”), to, among other things, increase the Total Commitments (as defined in the Credit Facility) for the revolving loans from $275.0 million to $332.5 million, establish a first-in, last-out (“FILO”) tranche of indebtedness of $17.5 million, for $350.0 million of total capacity, increase pricing on the revolving loans and modify certain covenant and reporting terms. The Credit Facility will continue to be secured by certain assets of the Company and certain subsidiaries of the Company, including accounts receivable, inventory, payment intangibles, and deposit accounts and specifically excludes equity interests, equipment, and most leasehold interests. The Second Amendment to our Credit Facility added a security interest in certain intellectual property.  The Second Amendment also provides for the borrowing base expansion to include real estate as those assets are added as collateral.  In addition, the Second Amendment adds customary real estate covenants to the Credit Facility.  The Credit Facility matures on January 31, 2023.

 

We borrowed $171.6 million under our Credit Facility during the six months ended August 1, 2020 as a precautionary measure to ensure funds are available to meet our obligations for a substantial period of time in response to the COVID-19 pandemic.  On September 10, 2020, we paid down $150.0 million of the borrowings under the Credit Facility and an additional $4.0 million (C$5.4 million) related to GCO Canada, Inc.

In addition, we borrowed £19.0 million ($24.9 million) under the U.K. A&R Agreement during the six months ended August 1, 2020 as a precautionary measure to ensure funds are available to meet our obligations in the UK for a substantial period of time in response to the COVID-19 pandemic.

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

U.S. revolver borrowings

 

$

186,049

 

 

$

14,393

 

U.K. revolver borrowings

 

 

24,860

 

 

 

 

Total debt

 

 

210,909

 

 

 

14,393

 

Current portion

 

 

(24,860

)

 

 

 

Total Noncurrent Portion of Long-Term Debt

 

$

186,049

 

 

$

14,393

 

 

The long-term debt balance of $186.0 million bears interest at an average rate of 3.65% and matures in January 2023.

The revolver borrowings outstanding under the Credit Facility at August 1, 2020 were $186.0 million, including $14.5 million (£11.1 million) related to Genesco (UK) Limited and $4.0 million (C$5.4 million) related to GCO Canada Inc.  We had outstanding letters of credit of $9.4 million under the Credit Facility at August 1, 2020. These letters of credit support lease and insurance obligations.

 

 

v3.20.2
Earnings Per Share
6 Months Ended
Aug. 01, 2020
Earnings Per Share [Abstract]  
Earnings Per Share

Note 8

Earnings Per Share

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

 

 

Three Months Ended

 

 

Six Months Ended

 

(Shares in thousands)

 

August 1, 2020

 

 

August 3, 2019

 

 

August 1, 2020

 

 

August 3, 2019

 

Weighted-average number of shares - basic

 

 

14,179

 

 

 

15,959

 

 

 

14,145

 

 

 

16,802

 

Common stock equivalents

 

 

-

 

 

 

69

 

 

 

-

 

 

 

137

 

Weighted-average number of shares - diluted

 

 

14,179

 

 

 

16,028

 

 

 

14,145

 

 

 

16,939

 

Due to the loss from continuing operations in the second quarter and first six months ended August 1, 2020, share-based awards are excluded from the diluted earnings per share calculation for those periods because they would be antidilutive.

v3.20.2
Legal Proceedings and Other Matters
6 Months Ended
Aug. 01, 2020
Commitments And Contingencies Disclosure [Abstract]  
Legal Proceedings and Other Matters

Note 9

Legal Proceedings and Other Matters

Environmental Matters

New York State Environmental Matters

In August 1997, the New York State Department of Environmental Conservation (“NYSDEC”) and the Company entered into a consent order whereby we assumed responsibility for conducting a remedial investigation and feasibility study and implementing an interim remedial measure with regard to the site of a knitting mill operated by a former subsidiary of ours from 1965 to 1969.  The United States Environmental Protection Agency (“EPA”), which assumed primary regulatory responsibility for the site from NYSDEC, issued a Record of Decision in September 2007.  The Record of Decision specified a remedy of a combination of groundwater extraction and treatment and in-situ chemical oxidation.

In September 2015, the EPA adopted an amendment to the Record of Decision eliminating the separate ground-water extraction and treatment systems and the use of in-situ oxidation from the remedy adopted in the Record of Decision.  The amendment provides for the continued operation and maintenance of the existing wellhead treatment systems on wells operated by the Village of Garden City, New York (the "Village").  It also requires us to perform certain ongoing monitoring, operation and maintenance activities and to reimburse EPA's future oversight cost, involving future costs to us estimated to be between $1.7 million and $2.0 million, and to reimburse EPA for approximately $1.25 million of interim oversight costs.  On August 15, 2016, the Court entered a Consent Judgment implementing the remedy provided for by the amendment.

The Village additionally asserted that we are liable for the costs associated with enhanced treatment required by the impact of the groundwater plume from the site on two public water supply wells, including historical total costs ranging from approximately $1.8 million to in excess of $2.5 million, and future operation and maintenance costs which the Village estimated at $126,400 annually while the enhanced treatment continues.  On December 14, 2007, the Village filed a complaint (the "Village Lawsuit") against us and the owner of the property under the Resource Conservation and Recovery Act (“RCRA”), the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as well as a number of state law theories in the U.S. District Court for the Eastern District of New York, seeking an injunction requiring the defendants to remediate contamination from the site and to establish their liability for future costs that may be incurred in connection with it.

In June 2016 we reached an agreement with the Village providing for the Village to continue to operate and maintain the well head treatment systems in accordance with the Record of Decision and to release its claims against us asserted in the Village Lawsuit in exchange for a lump-sum payment of $10.0 million by us.  On August 25, 2016, the Village Lawsuit was dismissed with prejudice.  The cost of the settlement with the Village and the estimated costs associated with our compliance with the Consent Judgment were covered by our existing provision for the site.  The settlement with the Village did not have, and we expect that the Consent Judgment will not have, a material effect on our financial condition or results of operations.

In April 2015, we received from EPA a Notice of Potential Liability and Demand for Costs (the "Notice") pursuant to CERCLA regarding the site in Gloversville, New York of a former leather tannery operated by us and by other, unrelated parties.  The Notice demanded payment of approximately $2.2 million of response costs claimed by EPA to have been incurred to conduct assessments and removal activities at the site. In February 2017, we entered into a settlement agreement with EPA resolving their claim for past response costs in exchange for a payment by us of $1.5 million which was paid in May 2017.  Our environmental insurance carrier has reimbursed us for 75% of the settlement amount, subject to a $500,000 self-insured retention. We do not expect any additional cost related to the matter.

Whitehall Environmental Matters

We have performed sampling and analysis of soil, sediments, surface water, groundwater and waste management areas at our former Volunteer Leather Company facility in Whitehall, Michigan.

In October 2010, we entered into a Consent Decree with the Michigan Department of Natural Resources and Environment providing for implementation of a remedial Work Plan for the facility site designed to bring the site into compliance with applicable regulatory standards.  The Work Plan's implementation is substantially complete and we expect, based on our present understanding of the condition of the site, that our future obligations with respect to the site will be limited to periodic monitoring and that future costs related to the site should not have a material effect on our financial condition or results of operations.

Note 9

Legal Proceedings and Other Matters, Continued

Accrual for Environmental Contingencies

Related to all outstanding environmental contingencies, we had accrued $1.5 million as of August 1, 2020, $1.5 million as of February 1, 2020 and $1.7 million as of August 3, 2019.  All such provisions reflect our estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made.  There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions.  Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Consolidated Balance Sheets because it relates to former facilities operated by us. We have made pretax accruals for certain of these contingencies, including approximately $0.2 million and $0.3 million in the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $0.2 million and $0.4 million in the first six months of Fiscal 2021 and Fiscal 2020, respectively. These charges are included in loss from discontinued operations, net in the Consolidated Statements of Operations and represent changes in estimates.

 Other Matters

In the fourth quarter of Fiscal 2020, the IRS notified us on Letter 226-J, that we may be liable for an Employer Shared Responsibility Payment (“ESRP”) in the amount of $4.2 million for the year ended December 31, 2017. The ESRP is applicable to employers that had 50 or more full-time equivalent employees, did not offer minimum essential coverage (“MEC”) to at least 95% of full-time employees (and their dependents) or did offer MEC to at least 95% of full time-employees (and their dependents), which did not meet the affordable or minimum value criteria and had one or more employees who claimed the Employee Premium Tax Credit (“PTC”) pursuant to the Affordable Care Act (the “ACA”). The IRS determines which employers receive Letter 226-J and the amount of the proposed ESRP from information that the employers complete on their information returns (IRS Forms 1094-C and 1095-C) and from the income tax returns of their employees. Since the inception of the ACA, it has been our policy to offer MEC to all full-time employees and their dependents.  Based on our analysis, we responded to the IRS on January 15, 2020 asserting that we did offer MEC to at least 95% of our full-time employees for each month of 2017 and noting that the discrepancy was caused by errors in the electronic files uploaded through the ACA information return system.  The IRS has requested that we provide some additional information, and we provided that information on September 2, 2020.  However, we do not believe we have any liability with respect to this matter.  As a result, we did not make an accrual for this matter for the year ended February 1, 2020 or the six months ended August 1, 2020.

 

On July 22, 2020, Pontegadea UK Ltd. (the “Pontegadea”) filed a claim against Schuh Ltd. in the Queen’s Bench Division of the U.K. High Court of Justice regarding unpaid rent, service charges and insurance for certain premises located at 34-48 Oxford Street in London.  Pontegadea is seeking to recover £845,500, plus £10,000 of court fees and interest.  The claim is in its early stages and we are contesting the liability.  The unpaid rent, service charges and insurance have been accrued as of August 1, 2020.   

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 or specifically related to the COVID-19 pandemic.  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 financial statements, legal proceedings are subject to inherent uncertainties and unfavorable rulings could have a material adverse impact on our financial statements.

v3.20.2
Business Segment Information
6 Months Ended
Aug. 01, 2020
Segment Reporting [Abstract]  
Business Segment Information

Note 10

Business Segment Information

 

Three Months Ended

August 1, 2020

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

276,631

 

 

$

71,732

 

 

$

24,097

 

 

$

19,114

 

 

$

 

 

$

391,574

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(357

)

 

 

 

 

 

(357

)

Net sales to external customers

 

$

276,631

 

 

$

71,732

 

 

$

24,097

 

 

$

18,757

 

 

$

 

 

$

391,217

 

Segment operating income (loss)

 

$

10,160

 

 

$

(6,838

)

 

$

(18,243

)

 

$

(1,222

)

 

$

(4,118

)

 

$

(20,261

)

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,733

 

 

 

1,733

 

Operating income (loss)

 

 

10,160

 

 

 

(6,838

)

 

 

(18,243

)

 

 

(1,222

)

 

 

(5,851

)

 

 

(21,994

)

Other components of net periodic

   benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(182

)

 

 

(182

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,965

 

 

 

1,965

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(47

)

 

 

(47

)

Earnings (loss) from continuing

   operations before income taxes

 

$

10,160

 

 

$

(6,838

)

 

$

(18,243

)

 

$

(1,222

)

 

$

(7,587

)

 

$

(23,730

)

Total assets(2)

 

$

855,201

 

 

$

249,666

 

 

$

185,375

 

 

$

84,730

 

 

$

395,056

 

 

$

1,770,028

 

Depreciation and amortization

 

 

7,271

 

 

 

2,318

 

 

 

1,452

 

 

 

356

 

 

 

390

 

 

 

11,787

 

Capital expenditures

 

 

2,660

 

 

 

145

 

 

 

891

 

 

 

103

 

 

 

101

 

 

 

3,900

 

 

(1) Asset impairments and other includes a $1.7 million charge for retail store asset impairments, which includes $0.4 million in Schuh Group and $1.3 million in Journeys Group.

 

(2) Of our $890.8 million of long-lived assets, $151.3 million and $39.8 million relate to long-lived assets in the United Kingdom and Canada, respectively.

Note 10

Business Segment Information, Continued

 

Three Months Ended

August 3, 2019

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

315,175

 

 

 

92,476

 

 

$

67,267

 

 

$

11,580

 

 

$

72

 

 

$

486,570

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

Net sales to external customers

 

$

315,175

 

 

$

92,476

 

 

$

67,267

 

 

$

11,583

 

 

$

72

 

 

$

486,573

 

Segment operating income (loss)

 

$

11,329

 

 

$

39

 

 

$

1,518

 

 

$

(251

)

 

$

(7,898

)

 

$

4,737

 

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,775

 

 

 

1,775

 

Operating income (loss)

 

 

11,329

 

 

 

39

 

 

 

1,518

 

 

 

(251

)

 

 

(9,673

)

 

 

2,962

 

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(93

)

 

 

(93

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

835

 

 

 

835

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(488

)

 

 

(488

)

Earnings (loss) from continuing

   operations before income taxes

 

$

11,329

 

 

$

39

 

 

$

1,518

 

 

$

(251

)

 

$

(9,927

)

 

$

2,708

 

Total assets(2)

 

$

997,604

 

 

 

357,537

 

 

$

217,499

 

 

$

18,768

 

 

$

164,119

 

 

$

1,755,527

 

Depreciation and amortization

 

 

7,163

 

 

 

2,897

 

 

 

1,498

 

 

 

117

 

 

 

640

 

 

 

12,315

 

Capital expenditures

 

 

4,130

 

 

 

1,094

 

 

 

958

 

 

 

188

 

 

 

140

 

 

 

6,510

 

 

(1) Asset impairments and other includes a $1.0 million charge for lease terminations and $0.7 million charge for retail store asset impairments, which includes $0.6 million in Schuh Group and $0.1 million in Journeys Group.

(2) Total assets for the Schuh Group and Journeys Group include $77.4 million and $9.8 million of goodwill, respectively. Goodwill for Schuh Group decreased by $5.9 million and goodwill for Journeys Group decreased by $0.1 million from February 2, 2019, due to foreign currency translation adjustments. Of our $1.02 billion of long-lived assets, $172.2 million and $53.0 million relate to long-lived assets in the United Kingdom and Canada, respectively.

Note 10

Business Segment Information, Continued

 

Six Months Ended

August 1, 2020

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

445,556

 

 

$

118,897

 

 

$

62,946

 

 

$

43,795

 

 

$

 

 

$

671,194

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(745

)

 

 

 

 

 

(745

)

Net sales to external customers

 

$

445,556

 

 

$

118,897

 

 

$

62,946

 

 

$

43,050

 

 

$

 

 

$

670,449

 

Segment operating loss

 

$

(26,923

)

 

$

(21,924

)

 

$

(27,827

)

 

$

(3,723

)

 

$

(8,762

)

 

$

(89,159

)

Goodwill impairment(1)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

79,259

 

 

 

79,259

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,594

 

 

 

9,594

 

Operating loss

 

 

(26,923

)

 

 

(21,924

)

 

 

(27,827

)

 

 

(3,723

)

 

 

(97,615

)

 

 

(178,012

)

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(306

)

 

 

(306

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,014

 

 

 

3,014

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(240

)

 

 

(240

)

Earnings (loss) from continuing

   operations before income taxes

 

$

(26,923

)

 

$

(21,924

)

 

$

(27,827

)

 

$

(3,723

)

 

$

(100,083

)

 

$

(180,480

)

Depreciation and amortization

 

 

14,724

 

 

 

4,957

 

 

 

2,928

 

 

 

823

 

 

 

778

 

 

 

24,210

 

Capital expenditures

 

 

5,852

 

 

 

1,838

 

 

 

2,568

 

 

 

75

 

 

 

309

 

 

 

10,642

 

 

(1) Goodwill impairment of $79.3 million is related to Schuh Group.

 

(2) Asset impairments and other includes a $4.8 million charge for retail store asset impairments, which includes $1.2 million in Johnston & Murphy Group, $1.6 million in Schuh Group and $2.0 million in Journeys Group, and a $5.3 million trademark impairment, which includes $4.9 million in Journeys Group and $0.4 million in Johnston & Murphy Group.

 

 

Six Months Ended

August 3, 2019

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

639,147

 

 

$

169,320

 

 

$

142,001

 

 

$

31,666

 

 

$

90

 

 

$

982,224

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

639,147

 

 

$

169,320

 

 

$

142,001

 

 

$

31,666

 

 

$

90

 

 

$

982,224

 

Segment operating income (loss)

 

$

30,305

 

 

$

(5,389

)

 

$

6,624

 

 

$

178

 

 

$

(18,628

)

 

$

13,090

 

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,044

 

 

 

1,044

 

Operating income (loss)

 

 

30,305

 

 

 

(5,389

)

 

 

6,624

 

 

 

178

 

 

 

(19,672

)

 

 

12,046

 

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(179

)

 

 

(179

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,683

 

 

 

1,683

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,502

)

 

 

(1,502

)

Earnings (loss) from continuing

   operations before income taxes

 

$

30,305

 

 

$

(5,389

)

 

$

6,624

 

 

$

178

 

 

$

(19,674

)

 

$

12,044

 

Depreciation and amortization

 

 

14,483

 

 

 

5,996

 

 

 

3,124

 

 

 

265

 

 

 

1,250

 

 

 

25,118

 

Capital expenditures

 

 

8,097

 

 

 

2,767

 

 

 

1,820

 

 

 

250

 

 

 

317

 

 

 

13,251

 

 

(1) Asset impairments and other includes a $1.0 million charge for retail store asset impairments, which includes $0.1 million for Journeys Group and $0.9 million for Schuh Group.

v3.20.2
Discontinued Operations
6 Months Ended
Aug. 01, 2020
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

Note 11

Discontinued Operations

As part of the Lids Sports Group sales transaction on February 2, 2019, the purchaser has agreed to indemnify and hold us harmless in connection with continuing obligations and any guarantees of ours in place as of February 2, 2019 in respect of post-closing or assumed liabilities or obligations of the Lids Sports Group business.  The purchaser has agreed to use commercially reasonable efforts to have any guarantees by, or continuing obligations of, the Company released.  However, we are contingently liable in the event of a breach by the purchaser of any such obligation to a third-party. In addition, we are a guarantor for 34 Lids Sports Group leases with lease expirations through October of 2027 and estimated maximum future payments totaling $17.9 million as of August 1, 2020.  We do not believe the fair value of the guarantees is material to our Condensed Consolidated Financial Statements.

v3.20.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Aug. 01, 2020
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending January 30, 2021 ("Fiscal 2021") and of the fiscal year ended February 1, 2020 ("Fiscal 2020"). 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. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted. The Condensed Consolidated Balance Sheet as of February 1, 2020 has been derived from the audited financial statements at that date. These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and notes for Fiscal 2020, which are contained in our Annual Report on Form 10-K as filed with the SEC on April 1, 2020.

Nature of Operations

Nature of Operations

Genesco Inc. and its subsidiaries (collectively the "Company", "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 and the Republic of Ireland (“ROI”); through catalogs and e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com and littleburgundyshoes.com and at wholesale, primarily under our Johnston & Murphy brand, the licensed Dockers brand, the licensed Levi's brand, the licensed Bass brand and other brands that we license for footwear.  At August 1, 2020, we operated 1,476 retail stores in the U.S., Puerto Rico, Canada, the United Kingdom and the ROI.

During the three and six months ended August 1, 2020 and August 3, 2019, 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) Licensed Brands, comprised of the licensed Dockers®, Levi's®, and Bass® brands, as well as other brands we license for footwear.

Cash and Cash Equivalents

Cash and Cash Equivalents

Our foreign subsidiaries held cash of approximately $42.2 million, $8.9 million and $10.8 million as of August 1, 2020, February 1, 2020 and August 3, 2019, respectively, which is included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

There were $241.1 million, $59.6 million and $17.5 million in cash equivalents at August 1, 2020, February 1, 2020 and August 3, 2019, respectively.

At August 1, 2020, February 1, 2020 and August 3, 2019, outstanding checks drawn on zero-balance accounts at certain domestic banks exceeded book cash balances at those banks by approximately $4.1 million, $17.1 million and $9.4 million, respectively. These amounts are included in accounts payable in the Condensed Consolidated Balance Sheets.

Concentration of Credit Risk and Allowances on Accounts Receivable

Concentration of Credit Risk and Allowances on Accounts Receivable

Our footwear wholesale businesses sell primarily to department stores and independent retailers across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry as well as by customer-specific factors. In the footwear wholesale businesses, one customer accounted for 19%, one customer accounted for 15%, one customer accounted for 13% and no other customer accounted for more than 7% of our total trade receivables balance as of August 1, 2020.

Selling and Administrative Expenses

Selling and Administrative Expenses

Wholesale costs of distribution are included in selling and administrative expenses on the Condensed Consolidated Statements of Operations in the amount of $2.2 million and $1.3 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $4.6 million and $2.7 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

 

Retail occupancy costs recorded in selling and administrative expense were $71.5 million and $85.9 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $148.7 million and $169.1 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

Advertising Costs

Advertising Costs

Advertising costs were $14.1 million and $16.5 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $28.6 million and $30.2 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.

Vendor Allowances

Vendor Allowances

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $0.9 million and $2.3 million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and $2.7 million and $4.2 million for the first six months of Fiscal 2021 and Fiscal 2020, respectively.  During the first six months of Fiscal 2021 and Fiscal 2020, our cooperative advertising reimbursements received were not in excess of the costs incurred.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of our foreign operations is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date. Income and expense accounts are translated at monthly average exchange rates. The unearned gains and losses resulting from such translation are included as a separate component of accumulated other comprehensive loss within shareholders' equity. Gains and losses from certain foreign currency transactions are reported as an item of income and resulted in net income of $(0.4) million and $(0.2) million for the second quarters of Fiscal 2021 and Fiscal 2020, respectively, and net income of $(0.5) million for the first six months of Fiscal 2021 and a net loss of $0.1 million for the first six months of Fiscal 2020.

New Accounting Pronouncements

New Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13 guidance related to the disclosure requirements for fair value measurement.  This guidance added, modified and removed certain disclosure requirements related to assets and liabilities recorded at fair value.  This guidance is effective for public business entities for fiscal years and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted.  We adopted this guidance in the first quarter of Fiscal 2021 and it had no impact to our results of operations, financial position or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. We adopted ASU No. 2016-13 in the first quarter of Fiscal 2021. This guidance did not have a material impact on our Condensed Consolidated Financial Statements.

v3.20.2
Goodwill and Other Intangible Assets (Tables)
6 Months Ended
Aug. 01, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of Changes in Carrying Amount of Goodwill by Segment

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

 

(In thousands)

 

Schuh Group

 

 

Journeys

Group

 

 

Licensed

Brands

Group

 

 

Total

Goodwill

 

Balance, February 1, 2020

 

$

84,069

 

 

$

9,730

 

 

$

28,385

 

 

$

122,184

 

Change in opening balance sheet

 

 

 

 

 

 

 

 

(55

)

 

 

(55

)

Impairment

 

 

(79,259

)

 

 

 

 

 

 

 

 

(79,259

)

Effect of foreign currency exchange rates

 

 

(4,810

)

 

 

(129

)

 

 

 

 

 

(4,939

)

Balance, August 1, 2020

 

$

 

 

$

9,601

 

 

$

28,330

 

 

$

37,931

 

Summary of Other Intangible Assets

Other intangibles by major classes were as follows:

 

 

 

Trademarks

 

Customer Lists(1)

 

 

Other(2)

 

 

Total

 

(In thousands)

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

 

Aug. 1, 2020

 

 

Feb. 1,

2020

 

Gross other intangibles

 

$

25,239

 

 

$

31,023

 

$

6,548

 

 

$

6,562

 

 

$

763

 

 

$

767

 

 

$

32,550

 

 

$

38,352

 

Accumulated

   amortization

 

 

 

 

 

 

 

(1,779

)

 

 

(1,509

)

 

 

(763

)

 

 

(479

)

 

 

(2,542

)

 

 

(1,988

)

Net Other Intangibles

 

$

25,239

 

 

$

31,023

 

$

4,769

 

 

$

5,053

 

 

$

 

 

$

288

 

 

$

30,008

 

 

$

36,364

 

 

(1) Includes $5.1 million for the acquisition of substantially all the assets and the assumption of certain liabilities of Togast LLC, Togast Direct,LLC and TGB Design, LLC (collectively, “Togast”).

(2) Includes backlog and vendor contract.

v3.20.2
Inventories (Tables)
6 Months Ended
Aug. 01, 2020
Inventory Disclosure [Abstract]  
Schedule of Inventories

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

Wholesale finished goods

 

$

41,911

 

 

$

34,271

 

Retail merchandise

 

 

323,356

 

 

 

330,998

 

Total Inventories

 

$

365,267

 

 

$

365,269

 

 

v3.20.2
Fair Value (Tables)
6 Months Ended
Aug. 01, 2020
Fair Value Disclosures [Abstract]  
Schedule of Fair Values of Financial Instruments

The carrying amounts and fair values of our financial instruments at August 1, 2020 and February 1, 2020 are as follows:

 

Fair Values

 

 

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

U.S. Revolver Borrowings

 

$

186,049

 

 

$

186,171

 

 

$

14,393

 

 

$

14,056

 

UK Revolver Borrowings

 

 

24,860

 

 

 

24,846

 

 

 

 

 

 

 

v3.20.2
Long-Term Debt (Tables)
6 Months Ended
Aug. 01, 2020
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt

 

(In thousands)

 

August 1, 2020

 

 

February 1, 2020

 

U.S. revolver borrowings

 

$

186,049

 

 

$

14,393

 

U.K. revolver borrowings

 

 

24,860

 

 

 

 

Total debt

 

 

210,909

 

 

 

14,393

 

Current portion

 

 

(24,860

)

 

 

 

Total Noncurrent Portion of Long-Term Debt

 

$

186,049

 

 

$

14,393

 

 

v3.20.2
Earnings Per Share (Tables)
6 Months Ended
Aug. 01, 2020
Earnings Per Share [Abstract]  
Summary of Weighted-Average Number of Shares

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

 

 

Three Months Ended

 

 

Six Months Ended

 

(Shares in thousands)

 

August 1, 2020

 

 

August 3, 2019

 

 

August 1, 2020

 

 

August 3, 2019

 

Weighted-average number of shares - basic

 

 

14,179

 

 

 

15,959

 

 

 

14,145

 

 

 

16,802

 

Common stock equivalents

 

 

-

 

 

 

69

 

 

 

-

 

 

 

137

 

Weighted-average number of shares - diluted

 

 

14,179

 

 

 

16,028

 

 

 

14,145

 

 

 

16,939

 

v3.20.2
Business Segment Information (Tables)
6 Months Ended
Aug. 01, 2020
Segment Reporting [Abstract]  
Schedule of Business Segment Information

Three Months Ended

August 1, 2020

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

276,631

 

 

$

71,732

 

 

$

24,097

 

 

$

19,114

 

 

$

 

 

$

391,574

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(357

)

 

 

 

 

 

(357

)

Net sales to external customers

 

$

276,631

 

 

$

71,732

 

 

$

24,097

 

 

$

18,757

 

 

$

 

 

$

391,217

 

Segment operating income (loss)

 

$

10,160

 

 

$

(6,838

)

 

$

(18,243

)

 

$

(1,222

)

 

$

(4,118

)

 

$

(20,261

)

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,733

 

 

 

1,733

 

Operating income (loss)

 

 

10,160

 

 

 

(6,838

)

 

 

(18,243

)

 

 

(1,222

)

 

 

(5,851

)

 

 

(21,994

)

Other components of net periodic

   benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(182

)

 

 

(182

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,965

 

 

 

1,965

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(47

)

 

 

(47

)

Earnings (loss) from continuing

   operations before income taxes

 

$

10,160

 

 

$

(6,838

)

 

$

(18,243

)

 

$

(1,222

)

 

$

(7,587

)

 

$

(23,730

)

Total assets(2)

 

$

855,201

 

 

$

249,666

 

 

$

185,375

 

 

$

84,730

 

 

$

395,056

 

 

$

1,770,028

 

Depreciation and amortization

 

 

7,271

 

 

 

2,318

 

 

 

1,452

 

 

 

356

 

 

 

390

 

 

 

11,787

 

Capital expenditures

 

 

2,660

 

 

 

145

 

 

 

891

 

 

 

103

 

 

 

101

 

 

 

3,900

 

 

(1) Asset impairments and other includes a $1.7 million charge for retail store asset impairments, which includes $0.4 million in Schuh Group and $1.3 million in Journeys Group.

 

(2) Of our $890.8 million of long-lived assets, $151.3 million and $39.8 million relate to long-lived assets in the United Kingdom and Canada, respectively.

Note 10

Business Segment Information, Continued

 

Three Months Ended

August 3, 2019

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

315,175

 

 

 

92,476

 

 

$

67,267

 

 

$

11,580

 

 

$

72

 

 

$

486,570

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

Net sales to external customers

 

$

315,175

 

 

$

92,476

 

 

$

67,267

 

 

$

11,583

 

 

$

72

 

 

$

486,573

 

Segment operating income (loss)

 

$

11,329

 

 

$

39

 

 

$

1,518

 

 

$

(251

)

 

$

(7,898

)

 

$

4,737

 

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,775

 

 

 

1,775

 

Operating income (loss)

 

 

11,329

 

 

 

39

 

 

 

1,518

 

 

 

(251

)

 

 

(9,673

)

 

 

2,962

 

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(93

)

 

 

(93

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

835

 

 

 

835

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(488

)

 

 

(488

)

Earnings (loss) from continuing

   operations before income taxes

 

$

11,329

 

 

$

39

 

 

$

1,518

 

 

$

(251

)

 

$

(9,927

)

 

$

2,708

 

Total assets(2)

 

$

997,604

 

 

 

357,537

 

 

$

217,499

 

 

$

18,768

 

 

$

164,119

 

 

$

1,755,527

 

Depreciation and amortization

 

 

7,163

 

 

 

2,897

 

 

 

1,498

 

 

 

117

 

 

 

640

 

 

 

12,315

 

Capital expenditures

 

 

4,130

 

 

 

1,094

 

 

 

958

 

 

 

188

 

 

 

140

 

 

 

6,510

 

 

(1) Asset impairments and other includes a $1.0 million charge for lease terminations and $0.7 million charge for retail store asset impairments, which includes $0.6 million in Schuh Group and $0.1 million in Journeys Group.

(2) Total assets for the Schuh Group and Journeys Group include $77.4 million and $9.8 million of goodwill, respectively. Goodwill for Schuh Group decreased by $5.9 million and goodwill for Journeys Group decreased by $0.1 million from February 2, 2019, due to foreign currency translation adjustments. Of our $1.02 billion of long-lived assets, $172.2 million and $53.0 million relate to long-lived assets in the United Kingdom and Canada, respectively.

Note 10

Business Segment Information, Continued

 

Six Months Ended

August 1, 2020

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

445,556

 

 

$

118,897

 

 

$

62,946

 

 

$

43,795

 

 

$

 

 

$

671,194

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(745

)

 

 

 

 

 

(745

)

Net sales to external customers

 

$

445,556

 

 

$

118,897

 

 

$

62,946

 

 

$

43,050

 

 

$

 

 

$

670,449

 

Segment operating loss

 

$

(26,923

)

 

$

(21,924

)

 

$

(27,827

)

 

$

(3,723

)

 

$

(8,762

)

 

$

(89,159

)

Goodwill impairment(1)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

79,259

 

 

 

79,259

 

Asset impairments and other(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,594

 

 

 

9,594

 

Operating loss

 

 

(26,923

)

 

 

(21,924

)

 

 

(27,827

)

 

 

(3,723

)

 

 

(97,615

)

 

 

(178,012

)

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(306

)

 

 

(306

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,014

 

 

 

3,014

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(240

)

 

 

(240

)

Earnings (loss) from continuing

   operations before income taxes

 

$

(26,923

)

 

$

(21,924

)

 

$

(27,827

)

 

$

(3,723

)

 

$

(100,083

)

 

$

(180,480

)

Depreciation and amortization

 

 

14,724

 

 

 

4,957

 

 

 

2,928

 

 

 

823

 

 

 

778

 

 

 

24,210

 

Capital expenditures

 

 

5,852

 

 

 

1,838

 

 

 

2,568

 

 

 

75

 

 

 

309

 

 

 

10,642

 

 

(1) Goodwill impairment of $79.3 million is related to Schuh Group.

 

(2) Asset impairments and other includes a $4.8 million charge for retail store asset impairments, which includes $1.2 million in Johnston & Murphy Group, $1.6 million in Schuh Group and $2.0 million in Journeys Group, and a $5.3 million trademark impairment, which includes $4.9 million in Journeys Group and $0.4 million in Johnston & Murphy Group.

 

 

Six Months Ended

August 3, 2019

(In thousands)

 

Journeys

Group

 

 

Schuh

Group

 

 

Johnston

& Murphy

Group

 

 

Licensed

Brands

 

 

Corporate

& Other

 

 

Consolidated

 

Sales

 

$

639,147

 

 

$

169,320

 

 

$

142,001

 

 

$

31,666

 

 

$

90

 

 

$

982,224

 

Intercompany sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

639,147

 

 

$

169,320

 

 

$

142,001

 

 

$

31,666

 

 

$

90

 

 

$

982,224

 

Segment operating income (loss)

 

$

30,305

 

 

$

(5,389

)

 

$

6,624

 

 

$

178

 

 

$

(18,628

)

 

$

13,090

 

Asset impairments and other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,044

 

 

 

1,044

 

Operating income (loss)

 

 

30,305

 

 

 

(5,389

)

 

 

6,624

 

 

 

178

 

 

 

(19,672

)

 

 

12,046

 

Other components of net periodic benefit income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(179

)

 

 

(179

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,683

 

 

 

1,683

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,502

)

 

 

(1,502

)

Earnings (loss) from continuing

   operations before income taxes

 

$

30,305

 

 

$

(5,389

)

 

$

6,624

 

 

$

178

 

 

$

(19,674

)

 

$

12,044

 

Depreciation and amortization

 

 

14,483

 

 

 

5,996

 

 

 

3,124

 

 

 

265

 

 

 

1,250

 

 

 

25,118

 

Capital expenditures

 

 

8,097

 

 

 

2,767

 

 

 

1,820

 

 

 

250

 

 

 

317

 

 

 

13,251

 

 

(1) Asset impairments and other includes a $1.0 million charge for retail store asset impairments, which includes $0.1 million for Journeys Group and $0.9 million for Schuh Group.

v3.20.2
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
USD ($)
store
segment
Aug. 03, 2019
USD ($)
segment
Aug. 01, 2020
USD ($)
store
segment
Aug. 03, 2019
USD ($)
segment
Feb. 01, 2020
USD ($)
Summary of Accounting Policies [Line Items]          
Number of retail stores operated by company | store 1,476   1,476    
Number of reportable business segments | segment 4 4 4 4  
Cash and cash equivalents $ 299,144 $ 57,965 $ 299,144 $ 57,965 $ 81,418
Cash equivalents 241,100 17,500 241,100 17,500 59,600
Excess of outstanding checks drawn on zero balance accounts at domestic banks exceeding book cash balance 4,100 9,400 4,100 9,400 17,100
Selling and administrative expenses 187,261 231,796 376,303 468,351  
Advertising costs 14,100 16,500 28,600 30,200  
Vendor reimbursements of cooperative advertising costs 900 2,300 2,700 4,200  
Net (gain) loss from foreign currency transactions $ (400) (200) $ (500) 100  
ASU 2018-13          
Summary of Accounting Policies [Line Items]          
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] true   true    
Change in Accounting Principle, Accounting Standards Update, Adoption Date Feb. 02, 2020   Feb. 02, 2020    
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] true   true    
ASU 2016-13          
Summary of Accounting Policies [Line Items]          
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] true   true    
Change in Accounting Principle, Accounting Standards Update, Adoption Date Feb. 02, 2020   Feb. 02, 2020    
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] true   true    
Wholesale Costs of Distribution          
Summary of Accounting Policies [Line Items]          
Selling and administrative expenses $ 2,200 1,300 $ 4,600 2,700  
Retail Occupancy Costs          
Summary of Accounting Policies [Line Items]          
Selling and administrative expenses 71,500 85,900 $ 148,700 169,100  
Major Customer One | Customer Concentration Risk | Trade Accounts Receivable          
Summary of Accounting Policies [Line Items]          
Concentration risk percentage     19.00%    
Major Customer Two | Customer Concentration Risk | Trade Accounts Receivable          
Summary of Accounting Policies [Line Items]          
Concentration risk percentage     15.00%    
Major Customer Three | Customer Concentration Risk | Trade Accounts Receivable          
Summary of Accounting Policies [Line Items]          
Concentration risk percentage     13.00%    
Other Major Customers | Customer Concentration Risk | Trade Accounts Receivable          
Summary of Accounting Policies [Line Items]          
Concentration risk percentage     7.00%    
Foreign Subsidiaries          
Summary of Accounting Policies [Line Items]          
Cash and cash equivalents $ 42,200 $ 10,800 $ 42,200 $ 10,800 $ 8,900
v3.20.2
COVID-19 - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Aug. 01, 2020
May 02, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Feb. 01, 2020
Unusual Or Infrequent Item [Line Items]            
Asset impairment charge       $ 4,782,000 $ 1,038,000  
Goodwill impairment charge $ 0   $ 0 79,259,000 0  
Bad debt expense       3,038,000 $ 91,000  
Schuh Group            
Unusual Or Infrequent Item [Line Items]            
Goodwill impairment, excess fair value over its carrying value           $ 8,200,000
Goodwill impairment charge   $ 79,300,000   79,259,000    
COVID-19            
Unusual Or Infrequent Item [Line Items]            
Asset impairment charge 1,700,000 3,000,000.0        
Impairment charge 0          
Bad debt expense 700,000 2,400,000        
Inventory reserve provisions 2,500,000 1,800,000        
Reduction in qualified payroll tax credits 3,800,000 7,000,000.0        
Relief from property taxes 3,900,000 1,600,000        
Deferred tax assets 12,400,000 14,600,000   12,400,000    
COVID-19 | Foreign Jurisdictions            
Unusual Or Infrequent Item [Line Items]            
Valuation allowance adjustments   2,000,000.0        
Deferred tax assets $ 1,000,000.0 900,000   $ 1,000,000.0    
COVID-19 | Schuh Group            
Unusual Or Infrequent Item [Line Items]            
Goodwill impairment, excess fair value over its carrying value           $ 8,200,000
Goodwill impairment charge   79,300,000        
COVID-19 | Trademark            
Unusual Or Infrequent Item [Line Items]            
Impairment charge   $ 5,300,000        
v3.20.2
Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill by Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
May 02, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Goodwill [Roll Forward]          
Goodwill, beginning balance   $ 122,184   $ 122,184  
Change in opening balance sheet       (55)  
Impairment $ 0   $ 0 (79,259) $ 0
Effect of foreign currency exchange rates       (4,939)  
Goodwill, ending balance 37,931   87,126 37,931 87,126
Schuh Group          
Goodwill [Roll Forward]          
Goodwill, beginning balance   84,069   84,069  
Change in opening balance sheet       0  
Impairment   (79,300)   (79,259)  
Effect of foreign currency exchange rates     (5,900) (4,810)  
Goodwill, ending balance 0   77,400 0 77,400
Journeys Group          
Goodwill [Roll Forward]          
Goodwill, beginning balance   9,730   9,730  
Change in opening balance sheet       0  
Impairment       0  
Effect of foreign currency exchange rates     (100) (129)  
Goodwill, ending balance 9,601   $ 9,800 9,601 $ 9,800
Licensed Brands Group          
Goodwill [Roll Forward]          
Goodwill, beginning balance   $ 28,385   28,385  
Change in opening balance sheet       (55)  
Impairment       0  
Effect of foreign currency exchange rates       0  
Goodwill, ending balance $ 28,330     $ 28,330  
v3.20.2
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
May 02, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Feb. 01, 2020
Acquired Finite-Lived Intangible Assets [Line Items]            
Goodwill impairment charge $ 0   $ 0 $ 79,259 $ 0  
Period of cash flows with terminal value       5 years    
Percentage of discount rate based on weighted average cost of capital used to estimate fair values of reporting units       15.00%    
Percentage of royalty rate used to estimate fair values of reporting units       1.00%    
Schuh Group            
Acquired Finite-Lived Intangible Assets [Line Items]            
Goodwill impairment, excess fair value over its carrying value           $ 8,200
Percentage of estimated impairment   50.00%        
Goodwill impairment charge   $ 79,300   $ 79,259    
Percentage of estimated fair value of reporting unit using discounted cash flow method 50.00%     50.00%    
Percentage of estimated fair value of reporting unit using guideline public company method 50.00%     50.00%    
Period of cash flows with terminal value       7 years    
Percentage of discount rate based on weighted average cost of capital used to estimate fair values of reporting units       16.00%    
Journeys Group and Johnston & Murphy Group            
Acquired Finite-Lived Intangible Assets [Line Items]            
Trademark impairment   $ 5,300        
v3.20.2
Goodwill and Other Intangible Assets - Summary of Other Intangibles Assets (Details) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Other intangibles by major classes      
Gross other intangibles $ 32,550 $ 38,352  
Accumulated amortization (2,542) (1,988)  
Net Other Intangibles 30,008 36,364 $ 29,559
Trademarks      
Other intangibles by major classes      
Gross other intangibles 25,239 31,023  
Accumulated amortization 0 0  
Net Other Intangibles 25,239 31,023  
Customer Lists      
Other intangibles by major classes      
Gross other intangibles 6,548 6,562  
Accumulated amortization (1,779) (1,509)  
Net Other Intangibles 4,769 5,053  
Other      
Other intangibles by major classes      
Gross other intangibles 763 767  
Accumulated amortization (763) (479)  
Net Other Intangibles $ 0 $ 288  
v3.20.2
Goodwill and Other Intangible Assets - Summary of Other Intangibles Assets (Parenthetical) (Details) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Finite Lived Intangible Assets [Line Items]    
Other finite-lived intangible assets, gross $ 32,550 $ 38,352
Customer Lists    
Finite Lived Intangible Assets [Line Items]    
Other finite-lived intangible assets, gross 6,548 6,562
Customer Lists | Togast    
Finite Lived Intangible Assets [Line Items]    
Other finite-lived intangible assets, gross $ 5,100 $ 5,100
v3.20.2
Asset Impairments and Other Charges - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Restructuring Cost And Reserve [Line Items]        
Asset impairments and other, net $ 1,733 $ 1,775 $ 9,594 $ 1,044
Trademarks        
Restructuring Cost And Reserve [Line Items]        
Asset impairments and other, net     5,300  
Togast Acquisition        
Restructuring Cost And Reserve [Line Items]        
Gain for the release of an earn-out related to the acquisition     (400)  
Lease Termination Expense        
Restructuring Cost And Reserve [Line Items]        
Asset impairments and other, net   1,000    
Retail Store Asset Impairments        
Restructuring Cost And Reserve [Line Items]        
Asset impairments and other, net $ 1,700 $ 700 $ 4,800 $ 1,000
v3.20.2
Inventories - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Inventories      
Wholesale finished goods $ 41,911 $ 34,271  
Retail merchandise 323,356 330,998  
Total Inventories $ 365,267 $ 365,269 $ 444,706
v3.20.2
Fair Value - Schedule of Fair Values of Financial Instruments (Details) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount $ 210,909 $ 14,393
Revolving Credit Facility    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount 186,000  
U.S. Revolver Borrowings    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount 186,049 14,393
U.S. Revolver Borrowings | Revolving Credit Facility    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount 186,049 14,393
Fair Value 186,171 14,056
UK Revolver Borrowings    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount 24,860  
UK Revolver Borrowings | Revolving Credit Facility    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Carrying Amount 24,860 0
Fair Value $ 24,846 $ 0
v3.20.2
Fair Value - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 01, 2020
Aug. 03, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of long-lived assets   $ 4,782 $ 1,038
Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Long-lived assets held and used $ 32,400 32,400  
Fair Value Measurements Nonrecurring      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of long-lived assets $ 1,700 $ 4,800  
v3.20.2
Long-Term Debt - Additional Information (Details)
$ in Millions
6 Months Ended
Sep. 10, 2020
USD ($)
Sep. 10, 2020
CAD ($)
Jun. 05, 2020
USD ($)
Mar. 19, 2020
GBP (£)
Aug. 01, 2020
USD ($)
Aug. 01, 2020
GBP (£)
Aug. 01, 2020
CAD ($)
Feb. 01, 2020
USD ($)
Jan. 31, 2018
USD ($)
Debt Instrument [Line Items]                  
Carrying Amount         $ 210,909,000     $ 14,393,000  
Long-term debt maturing in year three         $ 186,000,000.0        
Bearing interest rate         3.65% 3.65% 3.65%    
Revolving Credit Facility                  
Debt Instrument [Line Items]                  
Aggregate principal amount of credit facility     $ 332,500,000           $ 275,000,000.0
First-in, last-out (FILO) tranche of indebtedness     17,500,000            
Aggregate principal amount of credit facility including FILO tranche of indebtedness     $ 350,000,000.0            
Credit facility, maturity date     Jan. 31, 2023            
Amount borrowed         $ 171,600,000        
Carrying Amount         186,000,000.0        
Revolving Credit Facility | Subsequent Event                  
Debt Instrument [Line Items]                  
Amount of borrowings paid $ 150,000,000.0                
Revolving Credit Facility | GCO Canada Inc                  
Debt Instrument [Line Items]                  
Carrying Amount         4,000,000.0   $ 5.4    
Revolving Credit Facility | GCO Canada Inc | Subsequent Event                  
Debt Instrument [Line Items]                  
Amount of additional borrowings paid $ 4,000,000.0 $ 5.4              
Revolving Credit Facility | Genesco (UK) Limited                  
Debt Instrument [Line Items]                  
Carrying Amount         14,500,000 £ 11,100,000      
Letter of Credit | Line of Credit                  
Debt Instrument [Line Items]                  
Carrying Amount         9,400,000        
U.K. A&R Agreement | Schuh Limited                  
Debt Instrument [Line Items]                  
Interest coverage covenant minimum level       4.50          
Interest coverage covenant maximum level       1.75          
U.K. A&R Agreement | Facility C Revolving Credit Agreement                  
Debt Instrument [Line Items]                  
Credit facility expiration date       2020-09          
U.K. A&R Agreement | Facility C Revolving Credit Agreement | Schuh Limited                  
Debt Instrument [Line Items]                  
Aggregate principal amount of credit facility | £       £ 19,000,000          
Carrying Amount         $ 24,900,000 £ 19,000,000      
U.K. A&R Agreement | Facility C Revolving Credit Agreement | Schuh Limited | LIBOR                  
Debt Instrument [Line Items]                  
Stated interest rate       2.20%          
v3.20.2
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Debt Instrument [Line Items]      
Total debt $ 210,909 $ 14,393  
Current portion (24,860)   $ (14,896)
Total Noncurrent Portion of Long-Term Debt 186,049 14,393 $ 60,244
U.S. Revolver Borrowings      
Debt Instrument [Line Items]      
Total debt 186,049 $ 14,393  
U.K. Revolver borrowings      
Debt Instrument [Line Items]      
Total debt $ 24,860    
v3.20.2
Earnings Per Share - Summary of Weighted-Average Number of Shares (Details) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Earnings Per Share [Abstract]        
Weighted-average number of shares - basic 14,179 15,959 14,145 16,802
Common stock equivalents   69   137
Weighted-average number of shares - diluted 14,179 16,028 14,145 16,939
v3.20.2
Legal Proceedings and Other Matters - Additional Information (Details)
1 Months Ended 3 Months Ended 6 Months Ended
Jul. 22, 2020
GBP (£)
Feb. 28, 2017
USD ($)
Jun. 30, 2016
USD ($)
Aug. 01, 2020
USD ($)
Well
Feb. 01, 2020
USD ($)
Aug. 03, 2019
USD ($)
Aug. 01, 2020
USD ($)
Well
Aug. 03, 2019
USD ($)
Apr. 30, 2015
USD ($)
Loss Contingencies [Line Items]                  
Number of water supply wells | Well       2     2    
Amount related to outstanding environmental contingencies       $ 1,500,000 $ 1,500,000 $ 1,700,000 $ 1,500,000 $ 1,700,000  
Pretax accrual charges for environmental contingencies included in loss from discontinued operations       200,000   $ 300,000 200,000 $ 400,000  
Schuh Limited                  
Loss Contingencies [Line Items]                  
Unpaid rent, service charges and insurance sought to recover | £ £ 845,500                
Court fees and interest | £ £ 10,000                
Internal Revenue Service (IRS)                  
Loss Contingencies [Line Items]                  
Estimated possible loss         $ 4,200,000        
Village of Garden City, New York                  
Loss Contingencies [Line Items]                  
Future operation and maintenance costs             126,400    
Amount awarded to other party     $ 10,000,000.0            
Minimum                  
Loss Contingencies [Line Items]                  
Historical cost associated with enhanced treatment required by the impact of groundwater plume             1,800,000    
Maximum                  
Loss Contingencies [Line Items]                  
Historical cost associated with enhanced treatment required by the impact of groundwater plume             2,500,000    
Environmental Monitoring, Operation and Maintenance Activities | Minimum                  
Loss Contingencies [Line Items]                  
Estimated possible loss       1,700,000     1,700,000    
Environmental Monitoring, Operation and Maintenance Activities | Maximum                  
Loss Contingencies [Line Items]                  
Estimated possible loss       2,000,000.0     2,000,000.0    
EPA Interim Oversight Costs                  
Loss Contingencies [Line Items]                  
Estimated possible loss       $ 1,250,000     $ 1,250,000    
Response Costs Claimed by the EPA                  
Loss Contingencies [Line Items]                  
Estimated possible loss                 $ 2,200,000
Amount awarded to other party   $ 1,500,000              
Estimated recovery percent from settlement   75.00%              
Estimated recovery amount from a third party   $ 500,000              
v3.20.2
Business Segment Information - Schedule of Business Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
May 02, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Feb. 01, 2020
Segment Reporting Information [Line Items]            
Sales $ 391,574   $ 486,570 $ 671,194 $ 982,224  
Intercompany sales (357)   3 (745) 0  
Net sales to external customers 391,217   486,573 670,449 982,224  
Segment operating income (loss) (20,261)   4,737 (89,159) 13,090  
Goodwill impairment 0   0 79,259 0  
Asset impairments and other 1,733   1,775 9,594 1,044  
Operating income (loss) (21,994)   2,962 (178,012) 12,046  
Other components net periodic benefit income (182)   (93) (306) (179)  
Interest expense 1,965   835 3,014 1,683  
Interest income (47)   (488) (240) (1,502)  
Earnings (loss) from continuing operations before income taxes (23,730)   2,708 (180,480) 12,044  
Total assets 1,770,028   1,755,527 1,770,028 1,755,527 $ 1,680,478
Depreciation and amortization 11,787   12,315 24,210 25,118  
Capital expenditures 3,900   6,510 10,642 13,251  
Journeys Group            
Segment Reporting Information [Line Items]            
Goodwill impairment       0    
Schuh Group            
Segment Reporting Information [Line Items]            
Goodwill impairment   $ 79,300   79,259    
Licensed Brands            
Segment Reporting Information [Line Items]            
Goodwill impairment       0    
Operating Segments | Journeys Group            
Segment Reporting Information [Line Items]            
Sales 276,631   315,175 445,556 639,147  
Intercompany sales 0   0 0 0  
Net sales to external customers 276,631   315,175 445,556 639,147  
Segment operating income (loss) 10,160   11,329 (26,923) 30,305  
Goodwill impairment       0    
Asset impairments and other 0   0 0 0  
Operating income (loss) 10,160   11,329 (26,923) 30,305  
Other components net periodic benefit income 0   0 0 0  
Interest expense 0   0 0 0  
Interest income 0   0 0 0  
Earnings (loss) from continuing operations before income taxes 10,160   11,329 (26,923) 30,305  
Total assets 855,201   997,604 855,201 997,604  
Depreciation and amortization 7,271   7,163 14,724 14,483  
Capital expenditures 2,660   4,130 5,852 8,097  
Operating Segments | Schuh Group            
Segment Reporting Information [Line Items]            
Sales 71,732   92,476 118,897 169,320  
Intercompany sales 0   0 0 0  
Net sales to external customers 71,732   92,476 118,897 169,320  
Segment operating income (loss) (6,838)   39 (21,924) (5,389)  
Goodwill impairment       0    
Asset impairments and other 0   0 0 0  
Operating income (loss) (6,838)   39 (21,924) (5,389)  
Other components net periodic benefit income 0   0 0 0  
Interest expense 0   0 0 0  
Interest income 0   0 0 0  
Earnings (loss) from continuing operations before income taxes (6,838)   39 (21,924) (5,389)  
Total assets 249,666   357,537 249,666 357,537  
Depreciation and amortization 2,318   2,897 4,957 5,996  
Capital expenditures 145   1,094 1,838 2,767  
Operating Segments | Johnston & Murphy Group            
Segment Reporting Information [Line Items]            
Sales 24,097   67,267 62,946 142,001  
Intercompany sales 0   0 0 0  
Net sales to external customers 24,097   67,267 62,946 142,001  
Segment operating income (loss) (18,243)   1,518 (27,827) 6,624  
Goodwill impairment       0    
Asset impairments and other 0   0 0 0  
Operating income (loss) (18,243)   1,518 (27,827) 6,624  
Other components net periodic benefit income 0   0 0 0  
Interest expense 0   0 0 0  
Interest income 0   0 0 0  
Earnings (loss) from continuing operations before income taxes (18,243)   1,518 (27,827) 6,624  
Total assets 185,375   217,499 185,375 217,499  
Depreciation and amortization 1,452   1,498 2,928 3,124  
Capital expenditures 891   958 2,568 1,820  
Operating Segments | Licensed Brands            
Segment Reporting Information [Line Items]            
Sales 19,114   11,580 43,795 31,666  
Intercompany sales (357)   3 (745) 0  
Net sales to external customers 18,757   11,583 43,050 31,666  
Segment operating income (loss) (1,222)   (251) (3,723) 178  
Goodwill impairment       0    
Asset impairments and other 0   0 0 0  
Operating income (loss) (1,222)   (251) (3,723) 178  
Other components net periodic benefit income 0   0 0 0  
Interest expense 0   0 0 0  
Interest income 0   0 0 0  
Earnings (loss) from continuing operations before income taxes (1,222)   (251) (3,723) 178  
Total assets 84,730   18,768 84,730 18,768  
Depreciation and amortization 356   117 823 265  
Capital expenditures 103   188 75 250  
Corporate & Other            
Segment Reporting Information [Line Items]            
Sales 0   72 0 90  
Intercompany sales 0   0 0 0  
Net sales to external customers 0   72 0 90  
Segment operating income (loss) (4,118)   (7,898) (8,762) (18,628)  
Goodwill impairment       79,259    
Asset impairments and other 1,733   1,775 9,594 1,044  
Operating income (loss) (5,851)   (9,673) (97,615) (19,672)  
Other components net periodic benefit income (182)   (93) (306) (179)  
Interest expense 1,965   835 3,014 1,683  
Interest income (47)   (488) (240) (1,502)  
Earnings (loss) from continuing operations before income taxes (7,587)   (9,927) (100,083) (19,674)  
Total assets 395,056   164,119 395,056 164,119  
Depreciation and amortization 390   640 778 1,250  
Capital expenditures $ 101   $ 140 $ 309 $ 317  
v3.20.2
Business Segment Information - Schedule of Business Segment Information (Parenthetical) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
May 02, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Feb. 01, 2020
Segment Reporting Information [Line Items]            
Asset impairments and other, net $ 1,733   $ 1,775 $ 9,594 $ 1,044  
Long-lived assets 890,800   1,020,000 890,800 1,020,000  
Goodwill 37,931   87,126 37,931 87,126 $ 122,184
Goodwill, increase (decrease) due to foreign currency translation adjustments       (4,939)    
Goodwill impairment 0   0 79,259 0  
Trademarks            
Segment Reporting Information [Line Items]            
Asset impairments and other, net       5,300    
United Kingdom            
Segment Reporting Information [Line Items]            
Long-lived assets 151,300   172,200 151,300 172,200  
Canada            
Segment Reporting Information [Line Items]            
Long-lived assets 39,800   53,000 39,800 53,000  
Schuh Group            
Segment Reporting Information [Line Items]            
Goodwill 0   77,400 0 77,400 84,069
Goodwill, increase (decrease) due to foreign currency translation adjustments     (5,900) (4,810)    
Goodwill impairment   $ 79,300   79,259    
Journeys Group            
Segment Reporting Information [Line Items]            
Goodwill 9,601   9,800 9,601 9,800 $ 9,730
Goodwill, increase (decrease) due to foreign currency translation adjustments     (100) (129)    
Goodwill impairment       0    
Journeys Group | Trademarks            
Segment Reporting Information [Line Items]            
Asset impairments and other, net       4,900    
Johnston & Murphy Group | Trademarks            
Segment Reporting Information [Line Items]            
Asset impairments and other, net       400    
Retail Store Asset Impairments            
Segment Reporting Information [Line Items]            
Asset impairments and other, net 1,700   700 4,800 1,000  
Retail Store Asset Impairments | Schuh Group            
Segment Reporting Information [Line Items]            
Asset impairments and other, net 400   600 1,600 900  
Retail Store Asset Impairments | Journeys Group            
Segment Reporting Information [Line Items]            
Asset impairments and other, net $ 1,300   100 2,000 $ 100  
Retail Store Asset Impairments | Johnston & Murphy Group            
Segment Reporting Information [Line Items]            
Asset impairments and other, net       $ 1,200    
Lease Termination Expense            
Segment Reporting Information [Line Items]            
Asset impairments and other, net     $ 1,000      
v3.20.2
Discontinued Operations - Additional Information (Details) - Lids Sports Group - Discontinued Operations, Disposed of by Sale
$ in Millions
6 Months Ended
Aug. 01, 2020
USD ($)
store
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Number of leases for which the company is a guarantor | store 34
Estimated maximum future payments | $ $ 17.9