8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 2, 2021  (September 2, 2021)

GENESCO INC.

(Exact name of registrant as specified in its charter)

Tennessee	1-3083		62-0211340
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
1415 Murfreesboro Pike	Nashville	Tennessee	37217-2895
(Address of Principal Executive Offices)			(Zip Code)

(615) 367-7000

Registrant's telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $1.00 par value	GCO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

☐

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On September 2, 2021, Genesco Inc. issued a press release announcing results of operations for the fiscal second quarter ended July 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On September 2, 2021, the Company also posted on its website, www.genesco.com, a slide presentation with summary results.  A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the press release furnished herewith contains non-GAAP financial measures, including adjusted selling and administrative expense, operating income, pretax earnings, earnings from continuing operations and earnings per share from continuing operations, as discussed in the text of the release and as detailed on the reconciliation schedule attached to the press release. For consistency and ease of comparison with the adjusted results for the prior period announced last year, the Company believes that disclosure of the non-GAAP measures will be useful to investors.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)       Exhibits

The following exhibits are furnished herewith:

Exhibit Number	Description
99.1	Press Release Issued by Genesco Inc. on September 2, 2021
99.2	Genesco Inc. Second Quarter Ended July 31, 2021 Summary Results
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	GENESCO INC.
Date: September 2, 2021	By:	/s/ Thomas A. George
	Name:	Thomas A. George
	Title:	Senior Vice President and Interim Chief Financial Officer

EX-99.1

Exhibit 99.1

GENESCO INC. REPORTS FISCAL 2022 SECOND QUARTER RESULTS

--Results Meaningfully Exceed Expectations—

--Record Second Quarter EPS--

--Revenue and Earnings Accelerate and Continue to Exceed Pre-Pandemic Levels--

Second Quarter Fiscal 2022 Financial Summary

• Net sales increased 42% from last year to $555 million

• Net sales increased 14% over the second quarter two years ago with stores open about 97% of days

• GAAP operating income increased 336% over second quarter two years ago

• Non-GAAP operating income increased 346% over second quarter two years ago

• E-commerce sales increased 97% from second quarter two years ago

• GAAP EPS from continuing operations increased to $0.74 vs. ($1.33) last year and $0.05 two years ago

• Non-GAAP EPS from continuing operations increased to $1.051 vs. ($1.23) last year and $0.15 two years ago

NASHVILLE, Tenn., Sept. 2, 2021--- Genesco Inc. (NYSE: GCO) today reported GAAP earnings from continuing operations per diluted share of $0.74 for the three months ended July 31, 2021, compared to a loss from continuing operations per diluted share of ($1.33) in the second quarter last year and earnings from continuing operations of $0.05 per diluted share two years ago.  Adjusted for the Excluded Items in all periods, the Company reported second quarter earnings from continuing operations per diluted share of $1.05, compared to a loss from continuing operations per diluted share of ($1.23) last year and earnings from continuing operations of $0.15 per diluted share two years ago.

Mimi E. Vaughn, Genesco board chair, president and chief executive officer, said, “We delivered outstanding second quarter results highlighted by record second quarter profitability for our footwear businesses that far exceeded our expectations. Following a very strong start to Fiscal 2022, our top-line accelerated even further ahead of pre-pandemic levels fueled by robust full-priced selling, as our merchandise offerings, exceptional service and differentiated shopping experiences continue to resonate strongly with consumers. Our outperformance was driven by better than anticipated results across the board with all businesses exceeding pre-pandemic profits. The levels at which the Company performed during the first half of the year following a challenging Fiscal 2021 reflect the strong competitive positions of our retail and branded concepts and the positive transformation we are driving through our footwear focused strategy. Turning to the current quarter, we have been pleased with our results to date as sales tracked ahead of pre-pandemic levels in August, and we are several weeks into the all-important back-to-school selling season.

_____________________

1Excludes professional fees related to the actions of a shareholder activist, retail store asset impairments and expenses related to the Company’s new headquarters building, partially offset by an insurance gain, net of tax effect in the second quarter of Fiscal 2022 (“Excluded Items”).  A reconciliation of earnings/loss and earnings/loss per share from continuing operations in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) with the adjusted earnings/loss and earnings/loss per share numbers is set forth on Schedule B to this press release. The Company believes that disclosure of earnings/loss and earnings/loss per share from continuing operations adjusted for the items not reflected in the previously announced expectations will be meaningful to investors, especially in light of the impact of such items on the results.

“Our exceptional year-to-date performance reinforces our confidence in the strategic course we have set for the Company.  Our footwear focused strategy is working and is delivering results. Our opportunity to unlock value in Genesco is to further accelerate the digital and omnichannel potential in our retail business and to meaningfully grow our branded side.  In addition, the pandemic has provided us the real opportunity to transform our business at a faster pace, as we deliver improved growth and operating margins. With a strong balance sheet, we believe we are well positioned to further invest in this growth while also returning capital to our shareholders going forward.”

Thomas A. George, Genesco interim chief financial officer, commented, “We were very pleased that the second quarter marked an acceleration in the sequential improvement of our operating results since the onset of the pandemic. With much stronger revenue, higher gross margins, and well managed expenses, operating income far surpassed last year’s levels and the second quarter Fiscal 2020 two years ago, delivering record second quarter adjusted EPS of $1.05 compared to $0.15 in Fiscal 2020.”

Store Re-Opening Update

As of August 31, 2021, the Company is operating substantially all locations.  

Second Quarter Review

Net sales for the second quarter of Fiscal 2022 increased 42% to $555 million from $391 million in the second quarter of Fiscal 2021 and increased 14% from $487 million in the second quarter of Fiscal 2020. The sales increase from Fiscal 2020 was driven by a 97% increase in e-commerce sales and increased wholesale sales, with store sales just under Fiscal 2020 levels. As a result of store closures in response to the COVID-19 pandemic and the Company’s policy of removing any store closed for seven consecutive days from comparable sales, the Company has not included second quarter comparable sales for this year or last year, except for comparable direct sales, as it feels that overall sales is a more meaningful metric for these periods. Comparable direct sales for the second quarter of Fiscal 2022 were down 23% compared to up 144% for the second quarter of Fiscal 2021, and up 20% compared to the second quarter of Fiscal 2020.

Overall sales for the second quarter this year compared to the second quarter of Fiscal 2021 were up 25% at Journeys, up 48% at Schuh, up 154% at Johnston & Murphy and up 122% at Licensed Brands. Overall sales compared to the second quarter of Fiscal 2020 were up 10% at Journeys, up 15% at Schuh and up 260% at Licensed Brands, partially offset by a 9% decrease in Johnston & Murphy sales.

            Second quarter gross margin this year was 49.1%, up 640 basis points, compared with 42.7% last year and up 50 basis points compared with 48.6% in the second quarter of Fiscal 2020. The increase as a percentage of sales as compared to Fiscal 2020 is due primarily to higher full price selling at Journeys, partially offset by a mix shift towards Licensed Brands and higher shipping and warehouse expense in our retail businesses driven by the increase in penetration of e-commerce as compared to Fiscal 2020.

Adjusted selling and administrative expense for the second quarter this year decreased 270 basis points as a percentage of sales compared with last year and decreased 230 basis points compared with the second quarter of Fiscal 2020.  The decrease from Fiscal 2020 is due primarily to reduced occupancy expense as well as reduced selling salaries, partially offset by increased performance-based compensation expense driven by improved profitability and increased marketing expenses. The reduction in occupancy expense is driven by the U.K. government property tax relief program and benefits from our ongoing lease cost initiative.

Genesco’s GAAP operating income for the second quarter was $12.9 million, or 2.3% of sales this year, compared with an operating loss of $(22.0) million, or (5.6)% of sales last year, and an operating income of $3.0 million, or 0.6% of sales in the second quarter of Fiscal 2020.  Adjusted for the Excluded

Items in all periods, operating income for the second quarter was $21.1 million this year compared to an operating loss of $(20.9) million last year and an operating income of $4.7 million in the second quarter of Fiscal 2020. Adjusted operating margin was 3.8% of sales in the second quarter of Fiscal 2022, (5.3)% last year and 1.0% in the second quarter of Fiscal 2020.

The effective tax rate for the quarter was 11.1% in Fiscal 2022 compared to 20.3% last year and 70.7% in the second quarter of Fiscal 2020.  The adjusted effective tax rate, reflecting Excluded Items, was 25.1% in the second quarter of Fiscal 2022 compared to 23.0% last year and 45.2% in the second quarter of Fiscal 2020.  The higher adjusted effective tax rate for this year as compared to last year reflects the inability to recognize a tax benefit for certain foreign losses and a higher mix of earnings in jurisdictions where the Company generates taxable income.

GAAP earnings from continuing operations were $10.9 million in the second quarter of Fiscal 2022, compared to a loss from continuing operations of $(18.9) million in the second quarter last year and earnings from continuing operations of $0.8 million in the second quarter of Fiscal 2020.  Adjusted for the Excluded Items in all periods, second quarter earnings from continuing operations were $15.3 million, or $1.05 per share, in Fiscal 2022, compared to a loss from continuing operations of $(17.4) million, or ($1.23) loss per share, last year and earnings from continuing operations of $2.5 million, or $0.15 per share, in the second quarter of Fiscal 2020.

Cash, Borrowings and Inventory

Cash and cash equivalents at July 31, 2021, were $304.0 million, compared with $299.1 million at August 1, 2020.  Total debt at the end of the second quarter of Fiscal 2022 was $20.0 million compared with $210.9 million at the end of last year’s second quarter reflecting increased borrowings in the second quarter last year as a result of the COVID-19 pandemic.  Inventories decreased 11% in the second quarter of Fiscal 2022 on a year-over-year basis and decreased 27% versus the second quarter of Fiscal 2020.  

Capital Expenditures and Store Activity

For the second quarter, capital expenditures were $8 million, related primarily to digital and omnichannel initiatives.  Depreciation and amortization was $11 million.  During the quarter, the Company opened three stores and closed eight stores.  The Company ended the quarter with 1,439 stores compared with 1,476 stores at the end of the second quarter last year, or a decrease of 3%.  Square footage was down 2% on a year-over-year basis.

Share Repurchases

The Company did not repurchase any shares during the second quarter of Fiscal 2022.  The Company currently has $90 million remaining on the $100 million board authorization from September 2019.

Fiscal 2022 Outlook

Due to the continued uncertainty in the overall economy driven by the COVID-19 pandemic, specifically the spread of the Delta variant, the Company is not providing guidance at this time, but will provide commentary on its outlook for the coming quarter in its prepared remarks on today’s earnings call.

Conference Call, Management Commentary and Investor Presentation

The Company has posted detailed financial commentary and a supplemental financial presentation of second quarter results on its website, www.genesco.com, in the investor relations section.  The Company's live conference call on September 2, 2021, at 7:30 a.m. (Central time), may be accessed through the Company's website, www.genesco.com. To listen live, please go to the website at least 15 minutes early to register, download and install any necessary software.

Safe Harbor Statement

This release contains forward-looking statements, including those regarding the performance outlook for the Company, expectations with respect to returning capital to shareholders and all other statements not addressing solely historical facts or present conditions.  Forward-looking statements are usually identified by or are associated with such words as “intend,” “expect,” “believe,” “anticipate,” “should,” “optimistic” and similar terminology.  Actual results could vary materially from the expectations reflected in these statements.  A number of factors could cause differences.  These include adjustments to projections reflected in forward-looking statements, including those resulting from the effects of COVID-19 on the Company’s business, including COVID-19 case spikes in locations in which the Company operates, additional store closures due to COVID-19 and expected timing for store reopenings, weakness in store and shopping mall traffic, timing of in person back-to-work and back-to-school and sales with respect thereto, expectations regarding the COVID-19 vaccine rollout and acceptance, restrictions on operations imposed by government entities and/or landlords, changes in public safety and health requirements, and limitations on the Company’s ability to adequately staff and operate stores.  Differences from expectations could also result from store closures and effects on the business as a result of civil disturbances; the level and timing of promotional activity necessary to maintain inventories at appropriate levels; the imposition of tariffs on product imported by the Company or its vendors as well as the ability and costs to move production of products in response to tariffs; the Company’s 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 market weakness in the U.K. and Republic of Ireland; the effectiveness of the Company's omnichannel initiatives; costs associated with changes in minimum wage and overtime requirements; wage pressure in the U.S. and the U.K.; weakness in the consumer economy and retail industry; competition and fashion trends in the Company's markets; risks related to the potential for terrorist events; risks related to public health and safety 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; 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; the Company’s ability to realize anticipated cost savings, including rent savings; the Company’s ability to achieve expected digital gains and gain market share; deterioration in the performance of individual businesses or of the Company's market value relative to its 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 the Company's shares or for the retail sector in general; costs and reputational harm as a result of disruptions in the Company’s business or information technology systems either by security breaches and incidents or by potential problems associated with the implementation of new or upgraded systems; the Company’s ability to realize any anticipated tax benefits; and the cost and outcome of litigation, investigations and environmental matters involving the Company.  Additional factors are cited in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of, and elsewhere in, the Company’s SEC filings, copies of which may be obtained from the SEC website, www.sec.gov, or by contacting the investor relations department of Genesco via the Company’s website, www.genesco.com.  Many of the factors that will determine the outcome of the subject matter of this release are beyond Genesco's ability to control or predict.  Genesco undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  Forward-looking statements reflect the expectations of the Company at the time they are made.  The Company disclaims any obligation to update such statements.

About Genesco Inc.

Genesco Inc., a Nashville-based specialty retail and branded company, sells footwear and accessories in more than 1,435 retail stores throughout the U.S., Canada, the United Kingdom and the Republic of Ireland, principally under the names Journeys, Journeys Kidz, Little Burgundy, Schuh, Schuh Kids, Johnston & Murphy, and on internet websites www.journeys.com, www.journeyskidz.com, www.journeys.ca, www.littleburgundyshoes.com, www.schuh.co.uk, www.johnstonmurphy.com, www.johnstonmurphy.ca, www.nashvilleshoewarehouse.com, and www.dockersshoes.com. In addition, Genesco sells footwear at wholesale under its Johnston & Murphy brand, the licensed Levi’s brand, the licensed Dockers brand, the licensed Bass brand, and other brands. Genesco is committed to progress in its diversity, equity and inclusion efforts, and the Company’s environmental, social and governance stewardship. For more information on Genesco and its operating divisions, please visit www.genesco.com.

Genesco Inc. FinancialContactsGenesco Inc. Media Contact

Thomas A. GeorgeClaire S. McCall

(615) 367-7465/tgeorge@genesco.com(615) 367-8283/cmccall@genesco.com

Dave Slater

(615) 367-7604/dslater@genesco.com  

GENESCO INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Quarter 2					Quarter 2
	July 31, 2021		% of Net Sales			August 1, 2020			% of Net Sales
Net sales	$	555,183		100.0	%	$	391,217			100.0	%
Cost of sales		282,661		50.9	%		224,217			57.3	%
Gross margin		272,522		49.1	%		167,000			42.7	%
Selling and administrative expenses		252,551		45.5	%		187,261			47.9	%
Asset impairments and other, net		7,070		1.3	%		1,733			0.4	%
Operating income (loss)		12,901		2.3	%		(21,994	)		-5.6	%
Other components of net periodic benefit cost (income)		56		0.0	%		(182	)		0.0	%
Interest expense, net		617		0.1	%		1,918			0.5	%
Earnings (loss) from continuing operations before income taxes		12,228		2.2	%		(23,730	)		-6.1	%
Income tax expense (benefit)		1,354		0.2	%		(4,806	)		-1.2	%
Earnings (loss) from continuing operations		10,874		2.0	%		(18,924	)		-4.8	%
Gain (loss) from discontinued operations, net of tax		63		0.0	%		(112	)		0.0	%
Net Earnings (Loss)	$	10,937		2.0	%	$	(19,036	)		-4.9	%
Basic earnings (loss) per share:
Before discontinued operations	$	0.76				$	(1.33	)
Net earnings (loss)	$	0.76				$	(1.34	)
Diluted earnings (loss) per share:
Before discontinued operations	$	0.74				$	(1.33	)
Net earnings (loss)	$	0.75				$	(1.34	)
Weighted-average shares outstanding:
Basic		14,339					14,179
Diluted		14,611					14,179

GENESCO INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Six Months Ended					Six Months Ended
	July 31, 2021		% of Net Sales			August 1, 2020			% of Net Sales
Net sales	$	1,093,878		100.0	%	$	670,449			100.0	%
Cost of sales		563,694		51.5	%		383,305			57.2	%
Gross margin		530,184		48.5	%		287,144			42.8	%
Selling and administrative expenses		492,016		45.0	%		376,303			56.1	%
Goodwill impairment		—		0.0	%		79,259			11.8	%
Asset impairments and other, net		9,740		0.9	%		9,594			1.4	%
Operating income (loss)		28,428		2.6	%		(178,012	)		-26.6	%
Other components of net periodic benefit cost (income)		17		0.0	%		(306	)		0.0	%
Interest expense, net		1,346		0.1	%		2,774			0.4	%
Earnings (loss) from continuing operations before income taxes		27,065		2.5	%		(180,480	)		-26.9	%
Income tax expense (benefit)		7,297		0.7	%		(26,932	)		-4.0	%
Earnings (loss) from continuing operations		19,768		1.8	%		(153,548	)		-22.9	%
Gain (loss) from discontinued operations, net of tax		47		0.0	%		(265	)		0.0	%
Net Earnings (Loss)	$	19,815		1.8	%	$	(153,813	)		-22.9	%
Basic earnings (loss) per share:
Before discontinued operations	$	1.38				$	(10.86	)
Net earnings (loss)	$	1.38				$	(10.87	)
Diluted earnings (loss) per share:
Before discontinued operations	$	1.35				$	(10.86	)
Net earnings (loss)	$	1.35				$	(10.87	)
Weighted-average shares outstanding:
Basic		14,313					14,145
Diluted		14,657					14,145

GENESCO INC.

Sales/Earnings Summary by Segment

(in thousands)

(Unaudited)

	Quarter 2						Quarter 2
	July 31, 2021			% of Net Sales			August 1, 2020			% of Net Sales
Sales:
Journeys Group	$	346,275			62.4	%	$	276,631			70.7	%
Schuh Group		106,079			19.1	%		71,732			18.3	%
Johnston & Murphy Group		61,159			11.0	%		24,097			6.2	%
Licensed Brands		41,670			7.5	%		18,757			4.8	%
Net Sales	$	555,183			100.0	%	$	391,217			100.0	%
Operating Income (Loss):
Journeys Group	$	30,368			8.8	%	$	10,160			3.7	%
Schuh Group		3,623			3.4	%		(6,838	)		-9.5	%
Johnston & Murphy Group		3,951			6.5	%		(18,243	)		-75.7	%
Licensed Brands		991			2.4	%		(1,222	)		-6.5	%
Corporate and Other(1)		(26,032	)		-4.7	%		(5,851	)		-1.5	%
Operating income (loss)		12,901			2.3	%		(21,994	)		-5.6	%
Other components of net periodic benefit cost (income)		56			0.0	%		(182	)		0.0	%
Interest, net		617			0.1	%		1,918			0.5	%
Earnings (loss) from continuing operations before income taxes		12,228			2.2	%		(23,730	)		-6.1	%
Income tax expense (benefit)		1,354			0.2	%		(4,806	)		-1.2	%
Earnings (loss) from continuing operations		10,874			2.0	%		(18,924	)		-4.8	%
Gain (loss) from discontinued operations, net of tax		63			0.0	%		(112	)		0.0	%
Net Earnings (Loss)	$	10,937			2.0	%	$	(19,036	)		-4.9	%

⁽¹⁾ Includes a $7.0 million charge in the second quarter of Fiscal 2022 which includes $6.2 million for professional fees related to the actions of a shareholder activist and $1.4 million for retail store asset impairments, partially offset by a $0.6 million insurance gain.   Includes a $1.7 million charge in the second quarter of Fiscal 2021 for retail store asset impairments.

GENESCO INC.

Sales/Earnings Summary by Segment

(in thousands)

(Unaudited)

	Six Months Ended						Six Months Ended
	July 31, 2021			% of Net Sales			August 1, 2020			% of Net Sales
Sales:
Journeys Group	$	722,823			66.1	%	$	445,556			66.5	%
Schuh Group		174,790			16.0	%		118,897			17.7	%
Johnston & Murphy Group		109,921			10.0	%		62,946			9.4	%
Licensed Brands		86,344			7.9	%		43,050			6.4	%
Net Sales	$	1,093,878			100.0	%	$	670,449			100.0	%
Operating Income (Loss):
Journeys Group	$	63,492			8.8	%	$	(26,923	)		-6.0	%
Schuh Group		(224	)		-0.1	%		(21,924	)		-18.4	%
Johnston & Murphy Group		771			0.7	%		(27,827	)		-44.2	%
Licensed Brands		3,552			4.1	%		(3,723	)		-8.6	%
Corporate and Other(1)		(39,163	)		-3.6	%		(18,356	)		-2.7	%
Goodwill Impairment		—			0.0	%		(79,259	)		-11.8	%
Operating income (loss)		28,428			2.6	%		(178,012	)		-26.6	%
Other components of net periodic benefit cost (income)		17			0.0	%		(306	)		0.0	%
Interest, net		1,346			0.1	%		2,774			0.4	%
Earnings (loss) from continuing operations before income taxes		27,065			2.5	%		(180,480	)		-26.9	%
Income tax expense (benefit)		7,297			0.7	%		(26,932	)		-4.0	%
Earnings (loss) from continuing operations		19,768			1.8	%		(153,548	)		-22.9	%
Gain (loss) from discontinued operations, net of tax		47			0.0	%		(265	)		0.0	%
Net Earnings (Loss)	$	19,815			1.8	%	$	(153,813	)		-22.9	%

⁽¹⁾ Includes a $9.7 million charge in the first six months of Fiscal 2022 which includes $8.5 million for professional fees related to the actions of a shareholder activist and $1.8 million for retail store asset impairments, partially offset by a $0.6 million insurance gain.   Includes a $9.6 million charge in the first six months of Fiscal 2021 which includes a $5.3 million charge for trademark impairment and a $4.7 million charge for retail store asset impairments, partially offset by a $0.4 million gain for the release of an earnout related to the Togast acquisition.

GENESCO INC.

Condensed Consolidated Balance Sheets

(in thousands)

(Unaudited)

	July 31, 2021		August 1, 2020
Assets
Cash and cash equivalents	$	304,039	$	299,144
Accounts receivable		31,872		54,793
Inventories		326,477		365,267
Other current assets (1)		91,554		58,454
Total current assets		753,942		777,658
Property and equipment		202,711		220,458
Operating lease right of use assets		610,188		670,323
Goodwill and other intangibles		69,850		67,939
Other non-current assets		21,929		33,650
Total Assets	$	1,658,620	$	1,770,028
Liabilities and Equity
Accounts payable	$	186,593	$	178,541
Current portion long-term debt		—		24,860
Current portion operating lease liabilities		156,562		199,392
Other current liabilities		134,407		88,047
Total current liabilities		477,562		490,840
Long-term debt		20,022		186,049
Long-term operating lease liabilities		524,857		593,723
Other long-term liabilities		48,082		38,552
Equity		588,097		460,864
Total Liabilities and Equity	$	1,658,620	$	1,770,028

⁽¹⁾ Includes prepaid income taxes of $60.8 million at July 31, 2021.

GENESCO INC.

Store Count Activity

	Balance 02/01/20		Open		Close		Balance 01/30/21		Open		Close		Balance 07/31/21
Journeys Group		1,171		8		20		1,159		3		20		1,142
Schuh Group		129		1		7		123	0		0			123
Johnston & Murphy Group		180		4		6		178		1		5		174
Total Retail Units		1,480		13		33		1,460		4		25		1,439

GENESCO INC.

Store Count Activity

	Balance 05/01/21		Open		Close		Balance 07/31/21
Journeys Group		1,143		3		4		1,142
Schuh Group		123	0		0			123
Johnston & Murphy Group		178	0			4		174
Total Retail Units		1,444		3		8		1,439

GENESCO INC.

Comparable Sales ⁽¹⁾

	Quarter 2						Six Months
	July 31, 2021			August 1, 2020			July 31, 2021			August 1, 2020
Comparable Direct Sales		-23	%		144	%		3	%		105	%

⁽¹⁾ As a result of store closures in response to the COVID-19 pandemic and the Company's policy of removing any store closed for seven consecutive days from comparable sales, the Company has not included comparable sales for the second quarter and six months this year and last year, except for comparable direct sales, as it felt that overall sales was a more meaningful metric during these periods.

GENESCO INC.

COVID-19 Related Items

Decrease (Increase) to Pretax Earnings

(in thousands)

(Unaudited)

	Quarter 2						Six Months
	July 31, 2021			August 1, 2020			July 31, 2021			August 1, 2020
Goodwill impairment	$	—		$	—		$	—		$	79,259
Incremental retail store asset impairment (1)		—			1,002			—			3,736
Trademark impairment (1)		—			—			—			5,260
Release of Togast earnout (1)		—			—			—			(441	)
Excess inventory (2)		(1,826	)		2,469			(1,826	)		4,277
Non-productive compensation (3) and (4)		(917	)		1,443			(200	)		4,688
UK property tax relief (3)		(3,126	)		(3,934	)		(7,801	)		(5,489	)
Other governmental relief (3) and (5)		(1,163	)		—			(4,387	)		—
Rent abatements and temporary rent concessions (3) and (6)		(2,426	)		—			(8,574	)		—
Incremental bad debt reserve (3)		—			643			—			3,065
Other (3)		—			1,092			—			894
Total COVID-19 Related Items	$	(9,458	)	$	2,715		$	(22,788	)	$	95,249

⁽¹⁾ Included in asset impairments and other, net on the Condensed Consolidated Statements of Operations.

⁽²⁾ Estimated impact of COVID-19 upon permanent markdowns and inventory markdown reserves as well as sell through of inventory previously reserved.  Included in cost of sales on the Condensed Consolidated Statements of Operations.

⁽³⁾ Included in selling and administrative expenses on the Condensed Consolidated Statements of Operations.

⁽⁴⁾ Certain compensation paid to furloughed workers and commission based associates, net of the CARES Act, UK, ROI and Canadian government relief.

⁽⁵⁾ Includes UK and ROI Relief Grants and Canadian rent subsidy.

⁽⁶⁾ Estimated impact of abatements and temporary rent savings agreements that are being recognized when executed if they pertain to a prior period.

Schedule B

Genesco Inc.

Adjustments to Reported Earnings (Loss) from Continuing Operations

Three Months Ended July 31, 2021, August 1, 2020 and August 3, 2019

The Company believes that disclosure of earnings (loss) and earnings (loss) per share from continuing operations and operating income (loss) adjusted for the items not reflected in the previously announced expectations will be meaningful to investors, especially in light of the impact of such items on the results.

	Quarter 2
	July 31, 2021									August 1, 2020									August 3, 2019
In Thousands (except per share amounts)	Pretax			Net of Tax			Per Share Amounts			Pretax			Net of Tax			Per Share Amounts			Pretax		Net of Tax			Per Share Amounts
Earnings (loss) from continuing operations, as reported				$	10,874		$	0.74					$	(18,924	)	$	(1.33	)			$	793		$	0.05
Asset impairments and other adjustments:
Retail store asset impairment charges	$	1,410			1,200			0.08		$	1,733			1,313			0.09		$	731		451			0.03
Professional fees related to the actions of a shareholder activist		6,238			4,393			0.30			—			—			0.00			—		—			0.00
Expenses related to new HQ building		1,157			813			0.06			—			—			0.00			—		—			0.00
Insurance gain		(578	)		(408	)		(0.03	)		—			—			0.00			—		—			0.00
Change in vacation policy		—			—			0.00			(616	)		(463	)		(0.03	)		—		—			0.00
Loss on lease terminations		—			—			0.00			—			—			0.00			1,044		717			0.04
Gain on Hurricane Maria		—			—			0.00			—			—			0.00			—		2			0.00
Total asset impairments and other adjustments	$	8,227			5,998			0.41		$	1,117			850			0.06		$	1,775		1,170			0.07
Income tax expense adjustments:
Tax impact share based awards					(1,747	)		(0.12	)					1,129			0.08					(54	)		0.00
Other tax items					196			0.02						(471	)		(0.04	)				547			0.03
Total income tax expense adjustments					(1,551	)		(0.10	)					658			0.04					493			0.03
Adjusted earnings (loss) from continuing operations (1) and (2)				$	15,321		$	1.05					$	(17,416	)	$	(1.23	)			$	2,456		$	0.15

⁽¹⁾   The adjusted tax rate for the second quarter of Fiscal 2022, 2021 and 2020 is 25.1%, 23.0% and 45.2%, respectively.

⁽²⁾ EPS reflects 14.6 million, 14.2 million and 16.0 million share count for the second quarter of Fiscal 2022, 2021 and 2020, respectively, which includes common stock equivalents in the second quarter of Fiscal 2022 and Fiscal 2020 and excludes common stock equivalents in the second quarter of Fiscal 2021 due to the loss from continuing operations.

Schedule B

Genesco Inc.

Adjustments to Reported Operating Income (Loss) and Selling and Administrative Expenses

Three Months Ended July 31, 2021, August 1, 2020 and August 3, 2019

	Quarter 2 - July 31, 2021
In Thousands	Operating Income (Loss)			Asset Impair & Other Adj		Adj Operating Income (Loss)
Journeys Group	$	30,368		$	—	$	30,368
Schuh Group		3,623			—		3,623
Johnston & Murphy Group		3,951			—		3,951
Licensed Brands		991			—		991
Corporate and Other		(26,032	)		8,227		(17,805	)
Total Operating Income	$	12,901		$	8,227	$	21,128
% of sales		2.3	%				3.8	%

	Quarter 2 - August 1, 2020
In Thousands	Operating Income (Loss)			Asset Impair & Other Adj			Adj Operating Income (Loss)
Journeys Group	$	10,160		$	(263	)	$	9,897
Schuh Group		(6,838	)		—			(6,838	)
Johnston & Murphy Group		(18,243	)		(96	)		(18,339	)
Licensed Brands		(1,222	)		(39	)		(1,261	)
Corporate and Other		(5,851	)		1,515			(4,336	)
Total Operating Loss	$	(21,994	)	$	1,117		$	(20,877	)
% of sales		-5.6	%					-5.3	%

	Quarter 2 - August 3, 2019
In Thousands	Operating Income (Loss)			Asset Impair & Other Adj		Adj Operating Income (Loss)
Journeys Group	$	11,329		$	—	$	11,329
Schuh Group		39			—		39
Johnston & Murphy Group		1,518			—		1,518
Licensed Brands		(251	)		—		(251	)
Corporate and Other		(9,673	)		1,775		(7,898	)
Total Operating Income	$	2,962		$	1,775	$	4,737
% of sales		0.6	%				1.0	%

	Quarter 2
In Thousands	July 31, 2021			August 1, 2020			August 3, 2019
Selling and administrative expenses, as reported	$	252,551		$	187,261		$	231,796
Expenses related to new HQ building		(1,157	)		—			—
Change in vacation policy		—			616			—
Total adjustments		(1,157	)		616			—
Adjusted selling and administrative expenses		251,394			187,877			231,796
% of sales		45.3	%		48.0	%		47.6	%

Schedule B

Genesco Inc.

Adjustments to Reported Earnings (Loss) from Continuing Operations

Six Months Ended July 31, 2021, August 1, 2020 and August 3, 2019

The Company believes that disclosure of earnings (loss) and earnings (loss) per share from continuing operations and operating income (loss) adjusted for the items not reflected in the previously announced expectations will be meaningful to investors, especially in light of the impact of such items on the results.

	Six Months Ended
	July 31, 2021									August 1, 2020									August 3, 2019
In Thousands (except per share amounts)	Pretax			Net of Tax			Per Share Amounts			Pretax			Net of Tax			Per Share Amounts			Pretax			Net of Tax			Per Share Amounts
Earnings (loss) from continuing operations, as reported				$	19,768		$	1.35					$	(153,548	)	$	(10.86	)				$	7,263		$	0.43
Asset impairments and other adjustments:
Retail store asset impairment charges	$	1,824			1,526			0.10		$	4,775			3,541			0.25		$	1,038			663			0.04
Professional fees related to the actions of a shareholder activist		8,494			5,993			0.41			—			—			0.00			—			—			0.00
Expenses related to new HQ building		1,754			1,237			0.09			—			—			0.00			—			—			0.00
Insurance gain		(578	)		(408	)		(0.03	)		—			—			0.00			—			—			0.00
Trademark impairment		—			—			0.00			5,260			5,153			0.36			—			—			0.00
Goodwill impairment		—			—			0.00			79,259			79,259			5.60			—			—			0.00
Release Togast earnout		—			—			0.00			(441	)		(323	)		(0.02	)		—			—			0.00
Change in vacation policy		—			—			0.00			(1,232	)		(914	)		(0.06	)		—			—			0.00
Loss on lease terminations		—			—			0.00			—			—			0.00			44			28			0.00
Gain on Hurricane Maria		—			—			0.00			—			—			0.00			(38	)		(24	)		0.00
Total asset impairments and other adjustments	$	11,494			8,348			0.57		$	87,621			86,716			6.13		$	1,044			667			0.04
Income tax expense adjustments:
Tax impact share based awards					(1,747	)		(0.12	)					1,129			0.08						(54	)		0.00
Other tax items					596			0.04						(3,161	)		(0.22	)					489			0.02
Total income tax expense adjustments					(1,151	)		(0.08	)					(2,032	)		(0.14	)					435			0.02
Adjusted earnings (loss) from continuing operations (1) and (2)				$	26,965		$	1.84					$	(68,864	)	$	(4.87	)				$	8,365		$	0.49

⁽¹⁾ The adjusted tax rate for the first six months of Fiscal 2022, 2021 and 2020 is 30.1%, 25.8% and 36.1%, respectively.

⁽²⁾ EPS reflects 14.7 million, 14.1 million and 16.9 million share count for the first six months of Fiscal 2022, 2021 and 2020, respectively, which includes common stock equivalents in the first six months of Fiscal 2022 and Fiscal 2020 and excludes common stock equivalents in the first six months of Fiscal 2021 due to the loss from continuing operations.

Schedule B

Genesco Inc.

Adjustments to Reported Operating Income (Loss) and Selling and Administrative Expenses

Six Months Ended July 31, 2021, August 1, 2020 and August 3, 2019

	Six Months July 31, 2021
In Thousands	Operating Income (Loss)			Asset Impair & Other Adj		Adj Operating Income (Loss)
Journeys Group	$	63,492		$	—	$	63,492
Schuh Group		(224	)		—		(224	)
Johnston & Murphy Group		771			—		771
Licensed Brands		3,552			—		3,552
Corporate and Other		(39,163	)		11,494		(27,669	)
Total Operating Income	$	28,428		$	11,494	$	39,922
% of sales		2.6	%				3.6	%

	Six Months August 1, 2020
In Thousands	Operating Income (Loss)			Asset Impair & Other Adj			Adj Operating Income (Loss)
Journeys Group	$	(26,923	)	$	(526	)	$	(27,449	)
Schuh Group		(21,924	)		—			(21,924	)
Johnston & Murphy Group		(27,827	)		(192	)		(28,019	)
Licensed Brands		(3,723	)		(78	)		(3,801	)
Goodwill Impairment		(79,259	)		79,259			—
Corporate and Other		(18,356	)		9,158			(9,198	)
Total Operating Loss	$	(178,012	)	$	87,621		$	(90,391	)
% of sales		-26.6	%					-13.5	%

	Six Months August 3, 2019
In Thousands	Operating Income (Loss)			Asset Impair & Other Adj		Adj Operating Income (Loss)
Journeys Group	$	30,305		$	—	$	30,305
Schuh Group		(5,389	)		—		(5,389	)
Johnston & Murphy Group		6,624			—		6,624
Licensed Brands		178			—		178
Corporate and Other		(19,672	)		1,044		(18,628	)
Total Operating Income	$	12,046		$	1,044	$	13,090
% of sales		1.2	%				1.3	%

	Six Months
In Thousands	July 31, 2021			August 1, 2020			August 3, 2019
Selling and administrative expenses, as reported	$	492,016		$	376,303		$	468,351
Expenses related to new HQ building		(1,754	)		—			—
Change in vacation policy		—			1,232			—
Total adjustments		(1,754	)		1,232			—
Adjusted selling and administrative expenses		490,262			377,535			468,351
% of sales		44.8	%		56.3	%		47.7	%

EX-99.2

FY22 Q2 GENESCO September 2, 2021 Summary Results 1 Exhibit 99.2

This presentation contains forward-looking statements, including those regarding the performance outlook for the Company, expectations with respect to returning capital to shareholders and all other statements not addressing solely historical facts or present conditions. Forward-looking statements are usually identified by or are associated with such words as “intend,” “expect,” “believe,” “anticipate,” “should,” “optimistic” and similar terminology. Actual results could vary materially from the expectations reflected in these statements. A number of factors could cause differences. These include adjustments to projections reflected in forward-looking statements, including those resulting from the effects of COVID-19 on the Company’s business, including COVID-19 case spikes in locations in which the Company operates, additional store closures due to COVID-19 and expected timing for store reopenings, weakness in store and shopping mall traffic, timing of in person back-to-work and back-to-school and sales with respect thereto, expectations regarding the COVID-19 vaccine rollout and acceptance, restrictions on operations imposed by government entities and/or landlords, changes in public safety and health requirements, and limitations on the Company’s ability to adequately staff and operate stores. Differences from expectations could also result from store closures and effects on the business as a result of civil disturbances; the level and timing of promotional activity necessary to maintain inventories at appropriate levels; the imposition of tariffs on product imported by the Company or its vendors as well as the ability and costs to move production of products in response to tariffs; the Company’s 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 market weakness in the U.K. and Republic of Ireland; the effectiveness of the Company's omnichannel initiatives; costs associated with changes in minimum wage and overtime requirements; wage pressure in the U.S. and the U.K.; weakness in the consumer economy and retail industry; competition and fashion trends in the Company's markets; risks related to the potential for terrorist events; risks related to public health and safety 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; 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; the Company’s ability to realize anticipated cost savings, including rent savings; the Company’s ability to achieve expected digital gains and gain market share; deterioration in the performance of individual businesses or of the Company's market value relative to its 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 the Company's shares or for the retail sector in general; costs and reputational harm as a result of disruptions in the Company’s business or information technology systems either by security breaches and incidents or by potential problems associated with the implementation of new or upgraded systems; the Company’s ability to realize any anticipated tax benefits; and the cost and outcome of litigation, investigations and environmental matters involving the Company. Additional factors are cited in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of, and elsewhere in, the Company’s SEC filings, copies of which may be obtained from the SEC website, www.sec.gov, or by contacting the investor relations department of Genesco via the Company’s website, www.genesco.com. Many of the factors that will determine the outcome of the subject matter of this release are beyond Genesco's ability to control or predict. Genesco undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements. Safe Harbor Statement 2

We report consolidated financial results in accordance with generally accepted accounting principles (“GAAP”). However, to supplement these consolidated financial results our presentation includes certain Non-GAAP financial measures such as earnings and earnings per share and operating income. This supplemental information should not be considered in isolation as a substitute for related GAAP measures. We believe that disclosure of earnings and earnings per share from continuing operations and operating income adjusted for the items not reflected in the previously announced expectations will be meaningful to investors, especially in light of the impact of such items on the results. Reconciliations of the Non-GAAP supplemental information to the comparable GAAP measures can be found in the Appendix. Non-GAAP Financial Measures 3

4 Our Footwear Focused Vision & Strategy Vision

5 Our Footwear Focused Vision & Strategy Strategic Initiatives/Pillars

Highlights Q2 FY22 6 Both revenue and adjusted operating income exceeded pre-pandemic levels, increasing +14% and +346%, respectively, over FY20 two years ago. Higher operating profit delivered a record Q2 EPS of $1.05 compared with a loss of $1.23 last year and positive $0.15 two years ago, all on an adjusted basis. Delivering another strong quarter of digital results with double-digit operating profit to achieve a 19% digital penetration. This was driven by a 97% increase in digital revenue compared to FY20, as we retained almost 80% of last year’s volume which was elevated due to store closures. Driving much higher conversion and transaction size to deliver store sales that were almost at pre-pandemic levels. Increasing gross margin by 640 bps vs. last year and 50 bps compared to FY20, driven primarily by higher full price selling. Leveraging adjusted SG&A by 230 basis points compared to pre-pandemic levels. Further strengthening of our already strong balance sheet and cash position, enabling a balanced approach of investing in our business while also returning capital to shareholders going forward.

Q2 FY22 Key Earnings Highlights $555 MILLION IN TOTAL SALES $0.74 GAAP EPS vs. $0.05 FY20 $1.05 Non-GAAP EPS vs. $0.15 FY20 +346% GROWTH IN NON-GAAP OPERATING INCOME VS FY20 +14% vs. FY20 +97% GROWTH IN E-COMMERCE SALES VS FY20 7

Key Earnings Highlights Q2 FY22

FY22 Key Earnings Highlights 9

Total Sales Q2 FY22 10

Q2 FY22 Sales by Segment FY20 Net Sales $486.6 Million FY22 Net Sales $555.2 Million FY21 Net Sales $391.2 Million 11

YTD FY22 Sales by Segment FY20 Net Sales $982.2 Million FY22 Net Sales $1.1 Billion FY21 Net Sales $670.4 Million 12

(1) Adjusted Operating Income (Loss) by Segment Q2 FY22 Q2 FY22 (1) Adjusted Operating Income (Loss) by Segment 13

(1) Adjusted Operating Income (Loss) by Segment Q2 FY22 YTD FY22 (1) Adjusted Operating Income (Loss) by Segment 14

Q2 FY22 Inventory/Sales Change by Segment 15

Q2 FY22 Retail Stores Summary 16

Q2 FY22 Retail Square Footage 17

FY22 Projected Retail Store Count 18

53% 48% FY22 Projected Depreciation & Amortization = $44 Million FY22 Outlook Projected FY22 CapEx $35-$40 Million(1) (1) Excludes projected spend for the new Corporate Headquarters building. The projected capex for the new HQ in FY22 is approximately $11 million net of tenant allowance. 19 The Company is not providing guidance at this time but has provided commentary on its outlook for the coming quarter in its prepared remarks on the September 2, 2021 earnings call.

Appendix 20

Non-GAAP Reconciliation Q2 FY22 21

Non-GAAP Reconciliation YTD FY22 22

Q2 FY22 Adjusted Selling and Administrative Expenses 23

YTD FY22 Adjusted Selling and Administrative Expenses 24

FY22 Q2 GENESCO September 2, 2021 Summary Results 25

XML

Document and Entity Information Document	Sep. 02, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 02, 2021
Entity Registrant Name	GENESCO INC
Entity Central Index Key	0000018498
Entity Emerging Growth Company	false
Entity File Number	1-3083
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-0211340
Entity Address, Address Line One	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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	GCO
Security Exchange Name	NYSE