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What changed in GENESCO INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GENESCO INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+236 added−223 removedSource: 10-K (2025-03-26) vs 10-K (2024-03-27)

Top changes in GENESCO INC's 2025 10-K

236 paragraphs added · 223 removed · 177 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

47 edited+20 added−5 removed43 unchanged
Biggest changeEnvironmental We are committed to reducing our impact on the environment by focusing on sustainability initiatives in our operations and throughout our supply chain and product lifecycle. To this end, in Fiscal 2022, we joined the Leather Working Group ("LWG"). The LWG is a not-for-profit organization responsible for the world's leading environmental certification for the leather 7 manufacturing industry.
Biggest changeThe information provided on our website is not a part of this report, and therefore is not incorporated herein by reference. Environmental We are committed to reducing our impact on the environment by focusing on sustainability initiatives in our operations and throughout our supply chain and product lifecycle. To this end, we belong to the Leather Working Group ("LWG").
We strive to build enduring relationships with our target customers, based upon unparalleled consumer and market insights. We seek to excite and constantly exceed customer expectations by delivering distinctive experiences and products, using our deep direct-to-consumer expertise across digital and physical channels.
We strive to build enduring relationships with our target customers, based upon unparalleled consumer and market insights. We seek to excite and constantly exceed customer expectations by delivering distinctive products and experiences, using our deep direct-to-consumer expertise across digital and physical channels.
For example, we have implemented hardware based end-to-end encryption with tokenization, multi-factor authentication protocols, next generation firewalls, comprehensive cloud email security and endpoint protection, 9 detection, and response software, conducted continuous risk assessments, and established data security breach preparedness and response plans.
For example, we have implemented hardware based end-to-end encryption with tokenization, multi-factor authentication protocols, next generation firewalls, comprehensive cloud email security and endpoint protection, detection, and response software, conducted continuous risk assessments, and established data security breach preparedness and 9 response plans.
We anticipate continuing to optimize our store footprint in the future, concentrating on locations that we believe will be most productive, as well as closing certain stores, perhaps reducing the overall square footage and store count from current levels, but improving productivity in our existing locations and investing in technology and infrastructure to support omni-channel and digital retailing.
We anticipate continuing to optimize our store footprint in the future, concentrating on locations that we believe will be most productive, as well as closing certain stores, perhaps reducing the overall square footage and store count from current levels, but improving productivity in our existing locations and investing in store remodels, technology and infrastructure to support omni-channel and digital retailing.
The Journeys Kidz retail footwear stores sell footwear and accessories primarily for younger children, toddler age to 12 years old. Little Burgundy retail footwear stores sell footwear and accessories to fashion-oriented men and women in the 21 to 34 year age group ranging from students to young professionals.
The Journeys Kidz stores sell footwear and accessories primarily for younger children, toddler age to 12 years old. Little Burgundy stores sell footwear and accessories to fashion-oriented men and women in the 21 to 34 year age group ranging from students to young professionals.
In addition, third parties and governmental agencies in some cases have the power under such laws and regulations to require 10 remediation of environmental conditions and, in the case of governmental agencies, to impose fines and penalties.
In addition, third parties and governmental agencies in some cases have the power under such laws and regulations to require remediation of environmental conditions and, in the case of governmental agencies, to impose fines and penalties.
During Fiscal 2024, we operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys ® , Journeys Kidz ® and Little Burgundy ® retail footwear chains and e-commerce operations; (ii) Schuh Group, comprised of the Schuh retail footwear chain and e-commerce operations; (iii) Johnston & Murphy Group, comprised of Johnston & Murphy ® retail operations, e-commerce operations and wholesale distribution of products under the Johnston & Murphy ® brand; and (iv) Genesco Brands Group, comprised of the licensed Dockers ® , Levi's ® , and G.H.
During Fiscal 2025, we operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys ® , Journeys Kidz ® and Little Burgundy ® retail footwear chains and e-commerce operations; (ii) Schuh Group, comprised of the Schuh retail footwear chain and e-commerce operations; (iii) Johnston & Murphy Group, comprised of Johnston & Murphy ® retail operations, e-commerce operations and wholesale distribution of products under the Johnston & Murphy ® brand; and (iv) Genesco Brands Group, comprised of the licensed Dockers ® , Levi's ® , and G.H.
Manufacturing and Sourcing We rely on independent third-party manufacturers for production of our footwear products sold at Johnston & Murphy Group and Genesco Brands Group. We source footwear and accessory products from foreign manufacturers located in Brazil, Canada, China, Hong Kong, India, Italy, Mexico, Pakistan, Portugal, Peru, Spain, Turkey and Vietnam.
Manufacturing and Sourcing We rely on independent third-party manufacturers for production of our footwear products sold at Johnston & Murphy Group and Genesco Brands Group. We source footwear and accessory products from foreign manufacturers located in Brazil, Cambodia, Canada, China, Hong Kong, India, Indonesia, Italy, Mexico, Pakistan, Portugal, Peru, Spain, Turkey and Vietnam.
More generally, we attempt to develop strategies to mitigate the risks we view as material, including those discussed under the caption “Forward Looking Statements,” above, and those discussed in Item 1A, "Risk Factors". Among the most important of these factors are those related to consumer demand.
More generally, we work to develop strategies to mitigate the risks we view as material, including those discussed under the caption “Forward Looking Statements,” above, and those discussed in Item 1A, "Risk Factors". Among the most important of these factors are those related to consumer demand.
Fiscal 2024 is a 53-week year and Fiscal 2023 and 2022 are 52-week years. The terms "Company," "Genesco," "we," "our" or "us" as used herein and unless otherwise stated or indicated by context refer to Genesco Inc. and its subsidiaries.
Fiscal 2025 and 2023 are 52-week years and Fiscal 2024 is a 53-week year. The terms "Company," "Genesco," "we," "our" or "us" as used herein and unless otherwise stated or indicated by context refer to Genesco Inc. and its subsidiaries.
ITEM 1. B USINESS General Genesco Inc., incorporated in 1934 in the State of Tennessee, is a leading retailer and wholesaler of branded footwear, apparel and accessories with net sales for Fiscal 2024 of $2.3 billion.
ITEM 1. B USINESS General Genesco Inc., incorporated in 1934 in the State of Tennessee, is a leading retailer and wholesaler of branded footwear, apparel and accessories with net sales for Fiscal 2025 of $2.3 billion.
We license certain other footwear brands, mostly in foreign markets. License royalty income was not material in Fiscal 2024. Wholesale Backlog Most of the orders in our wholesale divisions are for delivery within 150 days.
We license certain other footwear brands, mostly in foreign markets. License royalty income was not material in Fiscal 2025. Wholesale Backlog Most of the orders in our wholesale divisions are for delivery within 150 days.
The information provided on our website is not part of this Annual Report on Form 10-K and is therefore not incorporated by reference unless such information is otherwise specifically incorporated elsewhere in this Annual Report on Form 10-K. 11
The information provided on our website is not part of this Annual Report on Form 10-K and is therefore not incorporated by reference unless such information is otherwise specifically incorporated elsewhere in this Annual Report on Form 10-K. 12
Johnston & Murphy retail shops are located primarily in higher-end malls and airports nationwide and sell a broad range of men’s casual and dress footwear, apparel and accessories. Women’s footwear and accessories are sold in select Johnston & Murphy locations. We also sell Johnston & Murphy products directly to consumers through johnstonmurphy.com and johnstonmurphy.ca e-commerce websites.
Johnston & Murphy retail shops are located primarily in higher-end malls and airports nationwide and sell a broad range of men’s casual and dress footwear, apparel and accessories. Women’s footwear, apparel and accessories are sold in select Johnston & Murphy locations. We also sell Johnston & Murphy products directly to consumers through johnstonmurphy.com e-commerce website.
Johnston & Murphy Group The Johnston & Murphy Group accounted for 14% of our net sales in Fiscal 2024. All sales of Johnston & Murphy Group's retail and wholesale businesses are of the Genesco-owned Johnston & Murphy brand. Johnston & Murphy Retail Operations.
Johnston & Murphy Group The Johnston & Murphy Group accounted for 14% of our net sales in Fiscal 2025. All sales of Johnston & Murphy Group's retail and wholesale businesses are of the Genesco-owned Johnston & Murphy brand. Johnston & Murphy Retail Operations.
We have identified opportunities that will advance our DEI efforts across our portfolio of brands, including expanded training and development programs, pay equity studies, the launch of Business Resource Groups and ongoing engagement through communication and events. 8 Employee Engagement We conduct annual employee engagement surveys as well as other targeted surveys with various segments of our workforce to measure important aspects of the employee experience.
We have identified opportunities that will advance our efforts across our portfolio of brands, including expanded training and development programs, compensation studies, the launch of business resource groups and ongoing engagement through communication and events. 8 Employee Engagement We conduct annual employee engagement surveys as well as other targeted surveys with various segments of our workforce to measure important aspects of the employee experience.
We also provide valuable benefits and protections based on the unique needs and interests of each individual employee such as domestic partner benefits, parental leave, adoption benefits, family building benefits, paid time for community service, financial assistance with emergencies, scholarship opportunities, matching gift contributions and a generous product discount. Our compensation programs are designed to attract, retain and motivate employees.
We also provide valuable benefits based on the unique needs and interests of each individual employee such as domestic partner allowances, paid parental leave, family building benefits, education support, paid time for community service, financial assistance with emergencies, scholarship opportunities, matching gift contributions and a generous product discount. Our compensation programs are designed to attract, retain and motivate employees.
Bass brands, as well as other brands that we license for footwear to over 1,000 retail accounts in the United States, including a number of leading department, discount, and specialty stores as well as e-commerce retailers.
Bass brands, as well as other brands that we license for footwear to over 950 retail accounts in the United States, including a number of leading department, discount, and specialty stores as well as e-commerce retailers.
In the fourth quarter of Fiscal 2022, we signed a three-year licensing agreement with STARTER to be their exclusive U.S. and Canadian footwear licensee for athletic footwear. We design and manufacture the STARTER brand footwear for men, women and children with suggested retail prices ranging from $49 to $120.
In the fourth quarter of Fiscal 2022, we signed a licensing agreement with STARTER to be their exclusive U.S. and Canadian footwear licensee for athletic footwear. We design and source the STARTER brand footwear for men, women and children with suggested retail prices ranging from $49 to $120.
Genesco Brands Group The Genesco Brands Group segment accounted for 6% of our net sales in Fiscal 2024. Genesco Brands Group designs and sources licensed footwear under the Levi's, Dockers and G.H. Bass brand names, among others. The Levi's brand license and the G.H. Bass brand license were entered into concurrently with the Togast acquisition.
Genesco Brands Group The Genesco Brands Group segment accounted for 5% of our net sales in Fiscal 2025. Genesco Brands Group designs and sources licensed footwear under the Levi's, Dockers and G.H. Bass brand names, among others. The Levi's brand license and the G.H. Bass brand license were entered into concurrently with the Togast acquisition.
Several of the facilities owned by us (currently or in the past) are located in industrial areas and have historically been used for extensive periods for industrial operations such as tanning, dyeing, and manufacturing. Some of these operations used materials and generated wastes that would be considered regulated substances under current environmental laws and regulations.
Several of the facilities owned by us in the past were located in industrial areas and have historically been used for extensive periods for 10 industrial operations such as tanning, dyeing, and manufacturing. Some of these operations used materials and generated wastes that would be considered regulated substances under current environmental laws and regulations.
Human Capital Our Employees We had approximately 18,000 employees as of February 3, 2024 with approximately 14,000 employed in the United States and Canada, and approximately 4,000 in the U.K. and the ROI. The majority of our workforce consists of retail-based, customer-facing employees with approximately 70% part-time and 30% full-time as of February 3, 2024.
Human Capital 7 Our Employees We had approximately 18,000 employees as of February 1, 2025 with approximately 14,000 employed in the United States and Canada, and approximately 4,000 in the U.K. and the ROI. The majority of our workforce consists of retail-based, customer-facing employees with approximately 70% part-time and 30% full-time as of February 1, 2025.
We also have Enterprise Risk Management and Ethics and Compliance program frameworks, with annual updates provided to committees of our board of directors ("Board of Directors" or "Board") and our Board. To drive our ESG efforts, we have established an ESG/sustainability management and oversight framework under the direction of our Senior Vice President, Corporate Secretary and General Counsel.
We also have Enterprise Risk Management and Ethics and Compliance program frameworks, with annual updates provided to committees of our board of directors ("Board of Directors" or "Board") and our Board. To drive our efforts, we have established a corporate responsibility management and oversight framework under the direction of our Senior Vice President, Corporate Secretary and General Counsel.
In the second quarter of Fiscal 2023, we signed a three-year licensing agreement with PONY to be their exclusive U.S. footwear licensee for athletic footwear for men, women and children with suggested retail prices ranging from $75 to $250, including a Limited Edition 50th anniversary version for $250. Genesco Brands Group e-commerce websites are nashvilleshoewarehouse.com and dockershoes.com.
In the second quarter of Fiscal 2023, we signed a licensing agreement with PONY to be their exclusive U.S. footwear licensee for athletic footwear for men, women and children with suggested retail prices ranging from $75 to $250, including a Limited Edition 50th anniversary version for $250. Genesco Brands Group e-commerce website is nashvilleshoewarehouse.com.
Journeys Group's e-commerce websites include the following: journeys.com, journeyskidz.com, journeys.ca and littleburgundyshoes.com. In Fiscal 2024, the Journeys Group closed a net of 67 stores. Schuh Group The Schuh Group accounted for 21% of our net sales in Fiscal 2024.
Journeys Group's e-commerce websites include the following: journeys.com, journeyskidz.com, journeys.ca and littleburgundyshoes.com. In Fiscal 2025, the Journeys Group closed a net of 57 stores. Schuh Group The Schuh Group accounted for 21% of our net sales in Fiscal 2025.
In addition, the Company and our employees engage through community sponsorship and leadership, including actively supporting Nashville’s Pride Month and the Nashville Pride Parade , Can’d Aid and the United Way of Greater Nashville’s annual campaign, among other initiatives. Governance We have corporate governance mechanisms in place, along with internal controls over our financial reporting framework.
In addition, the Company and our employees engage through community sponsorship and leadership, including actively supporting the United Way of Greater Nashville’s annual campaign, among other initiatives. Governance We have corporate governance mechanisms in place, along with internal controls over our financial reporting framework.
Segments Journeys Group The Journeys Group accounted for 59% of our net sales in Fiscal 2024. Journeys retail footwear stores target customers in the 13 to 22 year age group through the use of youth-oriented decor and multi-channel media. Journeys stores carry predominately branded merchandise across a wide range of prices.
Segments Journeys Group The Journeys Group accounted for 60% of our net sales in Fiscal 2025. Journeys stores target customers in the 13 to 22 year age group through the use of youth-oriented decor and multi-channel media. Journeys stores carry predominately branded merchandise across a wide range of prices.
Through our DEI Council and defined vision, we are focusing our attention on areas where we can make the most impact – our talent, our business practices and our communities.
Through employee engagement and defined vision, we are focusing our attention on areas where we can make the most impact – our talent, our business practices and our communities.
Historically, most of our business has been at-once, and as a result, the backlog at any one time has not necessarily been indicative of future sales. As of March 2, 2024, our wholesale operations had a backlog of orders, including unconfirmed customer purchase orders, amounting to approximately $49.0 million, compared to approximately $72.7 million as of February 25, 2023.
Historically, most of our business has been at-once, and as a result, the backlog at any one time has not necessarily been indicative of future sales. As of March 1, 2025, our wholesale operations had a backlog of orders, including unconfirmed customer purchase orders, amounting to approximately $57.1 million, compared to approximately $49.0 million as of March 2, 2024.
Moreover, economic factors, such as inflation, the collateral effects of the COVID-19 pandemic, supply chain disruptions and increased logistics costs, and any future economic contraction and changes in tax policies, may reduce the consumer’s disposable income or his or her willingness to purchase discretionary items, and thus may reduce demand for our merchandise, regardless of our skill in detecting and responding to fashion trends.
Moreover, economic factors, such as inflation, supply chain disruptions and increased logistics costs, and any future economic contraction, inflationary trends, and changes in tax and tariff policies, may reduce the consumer’s disposable income or willingness to purchase discretionary items, and thus may reduce demand for our merchandise, regardless of our skill in detecting and responding to fashion trends.
The decline is primarily due to the planned decline in value channel orders for the Genesco Brands Group business driven by the Levi's license. The backlog is somewhat seasonal, reaching a peak in the Spring.
The increase is primarily due to orders for the Genesco Brands Group business driven by the Levi's license. The backlog is somewhat seasonal, reaching a peak in the spring.
At February 3, 2024, Johnston & Murphy operated 156 retail shops and factory stores primarily in the United States averaging approximately 1,950 square feet and selling footwear, apparel and accessories primarily for men in the 25 to 55 year age group.
At February 1, 2025, Johnston & Murphy operated 148 retail shops and factory stores in the United States averaging approximately 1,900 square feet and selling footwear, apparel and accessories primarily for men in the 25 to 55 year age group.
Footwear accounted for 55% of Johnston & Murphy retail sales in Fiscal 2024, with the balance consisting primarily of apparel and accessories. Johnston & Murphy Group closed a net of two shops and factory stores, including one factory store in Canada, in Fiscal 2024. Johnston & Murphy Wholesale Operations.
Footwear accounted for 54% of Johnston & Murphy retail sales in Fiscal 2025, with the balance consisting primarily of apparel and accessories. Johnston & Murphy Group closed a net of eight shops and factory stores, including four shops and one factory store in Canada, in Fiscal 2025. Johnston & Murphy Wholesale Operations.
At February 3, 2024, Schuh Group operated 122 Schuh stores, averaging approximately 4,950 square feet, which 5 include both street-level and mall locations in the U.K. and the ROI. Schuh Group's e-commerce websites are schuh.co.uk, schuh.ie and schuh.eu. In Fiscal 2024, Schuh Group closed a net of zero stores.
At February 1, 2025, Schuh Group operated 124 Schuh stores, averaging approximately 4,950 square feet, which 5 include both street-level and mall locations in the U.K. and the ROI. Schuh Group's e-commerce websites are schuh.co.uk, schuh.ie and schuh.eu. In Fiscal 2025, Schuh Group opened a net of two stores.
The Dockers ® footwear line, introduced in Fiscal 1993, is sold under a license agreement granting us the exclusive right to sell men’s footwear under the trademark in the United States, Canada and the Caribbean. The current Dockers license agreement expires in 2024 and is currently expected to be renewed through 2027.
The Dockers ® footwear line, introduced in Fiscal 1993, is sold under a license agreement granting us the exclusive right to sell men’s footwear under the trademark in the United States, Canada and the Caribbean. The current Dockers license agreement expires November 30, 2027.
Our supply chain and ethical practices policies are among the ways we seek to implement this commitment. During Fiscal 2024, we published our inaugural Vendor Code of Conduct policy.
Our supply chain and ethical practices policies are among the ways we seek to implement this commitment, including our Vendor Code of Conduct policy.
Diversity, Equity and Inclusion We are committed to our diversity, equity, and inclusion ("DEI") efforts to continually strengthen our talent and to make a meaningful difference for our employees, our customers, and our communities. We have enhanced our commitment to DEI by building on our solid foundation.
Empowering Our People We are committed to continually strengthen our talent and to make a meaningful difference for our employees, our customers, and our communities. We have enhanced our commitment to our people by building on our solid foundation.
The following table sets forth certain additional information concerning our retail footwear and accessory stores during the five most recent fiscal years: Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Retail Stores Beginning of year 1,512 1,480 1,460 1,425 1,410 Opened during year 12 13 6 28 32 Closed during year (44 ) (33 ) (41 ) (43 ) (101 ) End of year 1,480 1,460 1,425 1,410 1,341 Shorthand references to fiscal years (e.g., “Fiscal 2024”) refer to the fiscal year ended on the Saturday nearest January 31st in the named year (e.g., February 3, 2024).
The following table sets forth certain additional information concerning our retail footwear, apparel and accessory stores during the five most recent fiscal years as we optimize our retail footprint and adapt to changing consumer shopping behavior: Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Retail Stores Beginning of year 1,480 1,460 1,425 1,410 1,341 Opened during year 13 6 28 32 12 Closed during year (33 ) (41 ) (43 ) (101 ) (75 ) End of year 1,460 1,425 1,410 1,341 1,278 Shorthand references to fiscal years (e.g., “Fiscal 2025”) refer to the fiscal year ended on the Saturday nearest January 31st in the named year (e.g., February 1, 2025).
At February 3, 2024, Journeys Group operated 1,063 stores, including 808 Journeys stores, 222 Journeys Kidz stores and 33 Little Burgundy stores averaging approximately 2,050 square feet, located primarily in malls and factory outlet centers throughout the United States, Puerto Rico and Canada, selling footwear and accessories for young men, women and children.
At February 1, 2025, Journeys Group operated 1,006 stores, including 765 Journeys stores, 211 Journeys Kidz stores and 30 Little Burgundy stores averaging approximately 2,075 square feet, located primarily in malls and factory outlet centers throughout the United States, Puerto Rico and Canada, selling footwear and accessories for young men, women and children.
At February 3, 2024, we operated 1,341 retail footwear and accessory stores located primarily throughout the United States and in Puerto Rico, including 77 footwear stores in Canada and 122 footwear stores in the United Kingdom ("U.K.") and the Republic of Ireland ("ROI").
At February 1, 2025, we operated 1,278 retail footwear, apparel and accessory stores located primarily throughout the United States and in Puerto Rico, including 65 footwear stores in Canada and 124 footwear stores in the United Kingdom ("U.K.") and the Republic of Ireland ("ROI").
We plan to open a total of approximately 14 new retail stores and to close approximately 52 retail stores in Fiscal 2025.
We plan to open a total of approximately 22 new retail stores and to close approximately 68 retail stores in Fiscal 2026.
Environmental, Social and Governance ("ESG") Initiatives As a leading retailer and wholesaler of branded footwear, apparel and accessories, we strive to make a positive impact on our industry, our communities and our planet by committing to transparent, socially conscious, and sustainable business practices.
Corporate Responsibility Initiatives As a leading retailer and wholesaler of branded footwear, apparel and accessories, we strive to make a positive impact on our industry, our communities and our planet by committing to transparent, socially conscious, and sustainable business practices. We believe that our practices should serve our shareholders, employees, customers and business partners.
As a member of the LWG, we apply holistic practices in the supply chain for leather manufacturing for our third-party manufacturers.
The LWG is a not-for-profit organization responsible for the world's leading environmental certification for the leather manufacturing industry. As a member of the LWG, we apply holistic practices in the supply chain for leather manufacturing for our third-party manufacturers.
A subcommittee of the Nominating and Governance Committee of our Board oversees our ESG efforts. Our commitment to diversity and inclusion is reflected in our Board, which is comprised of 67% of members who are diverse in either gender and/or ethnicity as of February 3, 2024. We are committed to efforts to expand our Board’s diversity.
A subcommittee of the Nominating and Governance Committee of our Board oversees these efforts. We are committed to bringing a wide range of skills, expertise and perspectives to our board, which is comprised of 67% of members who are diverse in either gender and/or ethnicity as of February 1, 2025.
We issued our initial corporate sustainability report in Fiscal 2023 and have followed up with subsequent ESG infographic updates, all of which can be found at www.genesco.com. Our website address is provided as an inactive textual reference only. The information provided on our website is not a part of this report, and therefore is not incorporated herein by reference.
During Fiscal 2025, we completed our third measurements or baselines for our greenhouse gas emissions. We issued our initial corporate responsibility report in Fiscal 2023 and have followed up with subsequent infographic updates, all of which can be found at www.genesco.com. Our website address is provided as an inactive textual reference only.
This package includes many benefits dedicated to our employees’ physical and mental health and well-being as well as benefits designed to help employees build wealth and prepare for the future.
This package includes many benefits dedicated to our employees’ physical, mental and financial well-being.
Available Information We file reports with the Securities and Exchange Commission (“SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports from time to time. We are an electronic filer and the SEC maintains an internet site at http://www.sec.gov that contains the reports, proxy and information statements, and other information filed electronically.
We are an electronic filer and the SEC maintains an internet site at http://www.sec.gov that contains the reports, proxy and information statements, and other information filed electronically. Our website address, which is provided as an inactive textual reference only, is http://www.genesco.com.
Removed
The initial term of the license agreement with respect to Levi's ® trademarks was through November 30, 2024 with one potential additional four-year renewal term.
Added
We agreed with Levi Strauss & Co. to extend the license under modified terms through February 2026 and it could be extended through May 2026 if certain conditions are met. The STARTER license agreement expires December 31, 2026 with a 3-year renewal option. The PONY license expires December 31, 2025 with a 3-year renewal option.
Removed
We have agreed with Levi Strauss & Co. that we will not renew the license for four years, but will instead extend the license under modified terms through at least February 2026 and accept other consideration. We entered into a new license agreement for STARTER athletic footwear in September 2021.
Added
Information About Our Executive Officers The officers of the Company are generally elected at the first meeting of the Board of Directors following the annual meeting of shareholders and hold office until their successors have been chosen and qualified or until their earlier death, resignation or removal.
Removed
The initial term of the license is three years with a three-year renewal option, which would extend the partnership through December 31, 2027. We entered into a new license agreement for PONY athletic footwear in June 2022. The initial term of the license is three years with a three-year renewal option, which would extend the partnership through June 2028.
Added
The name, age and office of each of the Company’s executive officers and certain information relating to the business experience of each are set forth below: Mimi Eckel Vaughn, 58, Board Chair, President and Chief Executive Officer. Ms. Vaughn joined the Company in September 2003 as vice president of strategy and business development.
Removed
We believe that our ESG practices should serve all of our stakeholders, including shareholders, employees, customers and business partners. During Fiscal 2024, we completed our second measurements or baselines for our greenhouse gas emissions.
Added
She was named senior vice president, strategy and business development in October 2006, senior vice president of strategy and shared services in April 2009 and senior vice president - finance and chief financial officer in February 2015. In May 2019, Ms.
Removed
Our website address, which is provided as an inactive textual reference only, is http://www.genesco.com.
Added
Vaughn was named senior vice president and chief operating officer and continued to serve as senior vice president - finance and chief financial officer until her replacement was appointed in June 2019. In October 2019, Ms. Vaughn was appointed to become president and a member of the Board of Directors. Ms.
Added
Vaughn was appointed chief executive officer of the Company on February 2, 2020. In July 2020, Ms. Vaughn was appointed Board chair of the Company. Prior to joining the Company, Ms. Vaughn was executive vice president of business development and marketing, and acting chief financial officer from 2000 to 2001, for Link2Gov Corporation in Nashville.
Added
From 1993 to 1999, she was a consultant at McKinsey and Company in Atlanta. Parag D. Desai, 50, Senior Vice President - Chief Strategy and Digital Officer. Mr. Desai joined the Company in 2014 as senior vice president of strategy and shared services. He was named chief strategy and digital officer in May 2021. Prior to joining the Company, Mr.
Added
Desai spent 14 years with McKinsey and Company, including seven years as a partner. Previously, Mr. Desai also held business development and technology positions at Outpace Systems and Booz Allen & Hamilton. Cassandra E. Harris, 52, Senior Vice President – Finance, Chief Financial Officer and Principal Accounting Officer. Ms.
Added
Harris joined the Company in October 2024 as senior vice president of finance and chief financial officer. She was named the Company's principal accounting officer in December 2024. Ms. Harris has an extensive background of chief financial officer and finance leadership roles in retail and consumer brands companies.
Added
Prior to joining Genesco, she most recently served as chief financial officer for Artisan Design Group from 2023 to 2024. Previously, Ms. Harris was chief financial officer and chief operating officer of publicly-held Tupperware Brands Corporation from 2019 to 2022. Prior to joining Tupperware Brands Corporation, Ms.
Added
Harris spent almost 10 years at VF Corporation from 2008 to 2017 where she served in multiple senior leadership roles. Scott E. Becker , 57, Senior Vice President - General Counsel and Corporate Secretary . In October 2019, Mr. Becker joined the Company as senior vice president, general counsel, and corporate secretary. Prior to joining the Company, Mr.
Added
Becker served in a variety of roles with increasing responsibility for Nissan Group of North America and Latin America since 2006. Since 2009, he was a senior vice president with responsibilities for Nissan’s legal, government affairs, finance, strategy and administration. From 2006 to 2009, he served as Nissan’s general counsel, corporate secretary and vice president, legal and government affairs.
Added
Prior to joining Nissan, Mr. Becker served in various legal roles at Sears Holdings Corporation. Mr. Becker began his legal career with several Chicago area law firms. Daniel E. Ewoldsen , 55, Senior Vice President . Mr. Ewoldsen is a 21-year Johnston & Murphy veteran.
Added
He joined Johnston & Murphy in 2003 as vice president store operations and was later promoted to vice president store and consumer sales in 2006. He was named executive vice president, Johnston & Murphy Retail and E-Commerce in 2013, president of Johnston & Murphy Group in February 2018 and named senior vice president of Genesco in July 2019.
Added
Prior to joining Genesco, Mr. Ewoldsen was 11 with Wilsons Leather from 1996 to 2002 serving in roles with increasing responsibilities, including vice president of stores for the El Portal division. Andrew I. Gray , 47, Senior Vice President . Mr. Gray joined the Company in January 2024 as senior vice president and president of the Journeys Group.
Added
Prior to joining Genesco, he served over two decades in several senior leadership positions at Foot Locker. Mr. Gray most recently served as executive vice president, global president of Foot Locker, Kids Foot Locker, Champs Sports and Sidestep, a position he held from June 2022 until his departure from the company in January 2023. Previously, Mr.
Added
Gray served as executive vice president, chief commercial officer from July 2020 to June 2022, chief merchandising officer from October 2017 to July 2020, general manager of Foot Locker and Lady Foot Locker North America from February 2016 to October 2017, and as vice president and general merchandise manager of Foot Locker Europe from July 2013 to February 2016.
Added
During his time at Foot Locker, he developed a multi-dimensional skill set spanning merchandising, general management, retail and digital, consumer insight, brand building and global leadership. Matthew N. Johnson, 60, Vice President and Treasurer . Mr. Johnson joined the Company in 1993 as manager, corporate finance and was elected assistant treasurer in December 1993.
Added
He was elected treasurer in June 1996. He was named vice president finance in October 2006 and renamed treasurer in April 2011 after a period of service as chief financial officer of one of the Company's divisions. Prior to joining the Company, Mr.
Added
Johnson was a vice president in the corporate and institutional banking division of The First National Bank of Chicago. Available Information We file reports with the Securities and Exchange Commission (“SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports from time to time.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

58 edited+16 added−12 removed112 unchanged
Biggest changeTrade and Cooperation Agreement on December 30, 2020, uncertainty remains about the impact on our business in the U.K. and the ROI, including impact on tariffs, shipping costs, consumer demand and currency fluctuations. 23 In addition, across all of our markets, we could be adversely impacted by changes in trade policies, labor, tax or other laws and regulations, intellectual property rights and supply chain logistics.
Biggest changeIn addition, across all of our markets, we could be adversely impacted by changes in trade policies, labor, tax or other laws and regulations, intellectual property rights and supply chain logistics. We are also dependent on foreign manufacturers for the products we sell, and our inventory is subject to cost and availability of foreign materials and labor.
ITEM 1A. RI SK FACTORS Our business is subject to a variety of risks which might have material impact. You should carefully consider the risks and uncertainties described below and the other information in this Annual Report on Form 10-K, including our Consolidated Financial Statements and the notes to those statements.
ITEM 1A. RI SK FACTORS Our business is subject to a variety of risks which might have a material impact on our business. You should carefully consider the risks and uncertainties described below and the other information in this Annual Report on Form 10-K, including our Consolidated Financial Statements and the notes to those statements.
Our freight costs are impacted by changes in fuel prices, surcharges and other factors which can affect cost both on inbound freight from vendors to our distribution centers and outbound freight from our distribution centers to our stores and customers.
Our freight costs are impacted by changes in fuel prices, surcharges and other factors which can affect cost both on inbound freight from vendors to our distribution centers and outbound freight from distribution centers to our stores and customers.
Although we believe that our receiving and distribution processes are efficient and well positioned to support our current business and potential expansions, we cannot offer assurance that we have anticipated all of the changing demands that our expanding operations, particularly our e-commerce operations, will impose on our receiving and distribution system, or that events beyond our control, such as disruptions in operations due to fire or other catastrophic 20 events, labor disagreements or shortages or shipping problems (whether in our own or in our third party vendors’ or carriers’ businesses), will not result in delays in the delivery of merchandise to our stores or to our wholesale customers or e-commerce/retail customers.
Although we believe that our receiving and distribution processes are efficient and well positioned to support our current business and potential expansions, we cannot offer assurance that we have anticipated all of the changing demands that our expanding operations, particularly our e-commerce operations, will impose on our receiving and distribution system, or that events beyond our control, such as disruptions in operations due to fire or other catastrophic events, labor disagreements or shortages or shipping problems (whether in our own or in our third-party vendors’ or carriers’ businesses), will not result in delays in the delivery of merchandise to our stores or to our wholesale customers or e-commerce/retail customers.
Following any such divestitures, we may retain or incur liabilities or costs relating to our previous ownership of the assets or business that we sell. Any required payments on retained liabilities or indemnification obligations with respect to past or future asset or business divestitures could have a material adverse effect on our business or results of operations.
Following any such divestitures, we may retain or incur liabilities or costs relating to our previous ownership of the assets or business that we sell. Any required payments 17 on retained liabilities or indemnification obligations with respect to past or future asset or business divestitures could have a material adverse effect on our business or results of operations.
In addition, perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist shareholders initiatives may result in the loss of potential business opportunities, harm our ability to attract new investors, customers, and employees, and cause our stock price to experience periods of volatility or stagnation.
In addition, perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist shareholders initiatives may 26 result in the loss of potential business opportunities, harm our ability to attract new investors, customers, and employees, and cause our stock price to experience periods of volatility or stagnation.
There can be no assurance that we will be able to attract and retain the personnel we need in the future. The loss of, or disruption in, one of our distribution centers and other factors affecting the distribution of merchandise, including freight cost, could materially adversely affect our business.
There can be no assurance that we will be able to attract and retain the personnel we need in the future. 21 The loss of, or disruption in, one of our distribution centers and other factors affecting the distribution of merchandise, including freight cost, could materially adversely affect our business.
Dispositions may also involve our continued financial involvement in the divested business, such as through transition services agreements and guarantees. Under these arrangements, 16 performance by the divested businesses or conditions outside our control could adversely affect our business and results of operations.
Dispositions may also involve our continued financial involvement in the divested business, such as through transition services agreements and guarantees. Under these arrangements, performance by the divested businesses or conditions outside our control could adversely affect our business and results of operations.
There are quotas and trade restrictions on certain categories of goods and apparel from China and countries that are not subject to the World Trade Organization Agreement, which could have a significant impact on our sourcing patterns in the future.
There are quotas and trade restrictions on certain categories of goods and apparel from China and countries that are not subject to the applicable World Trade Organization Agreement, which could have a significant impact on our sourcing patterns in the future.
Growth in e-commerce could result in financial difficulties, including store closures, bankruptcies or liquidations for our brick-and-mortar stores and those of our wholesale customers who fail to compete effectively in the e-commerce market.
Growth in e-commerce competition could result in financial difficulties, including store closures, bankruptcies or liquidations for our brick-and-mortar stores and those of our wholesale customers who fail to compete effectively in the e-commerce market.
In addition to the risks already discussed for existing stores, the success of any planned expansion will be dependent upon numerous factors, many of which are beyond our control, including the following: • our ability to identify suitable markets and individual store sites within those markets; • the competition for suitable store sites; • our ability to negotiate favorable lease terms for new stores and renewals (including rent and other costs) with landlords; • our ability to obtain governmental and other third-party consents, permits and licenses necessary to the operation of our stores or otherwise; • the ability to build and remodel stores on schedule and at acceptable cost; • the availability of employees to staff new stores and our ability to hire, train, motivate and retain store personnel; • the effect of changes to laws and regulations, including wage, over-time, and employee benefits laws on store expense; • the availability of adequate management and financial resources to manage an increased number of stores; • our ability to adapt our distribution and other operational and management systems to an expanded network of stores; and • unforeseen events could prevent or delay store openings and impact our liquidity needed for store openings.
In addition to the risks already discussed for existing stores, the success of any planned expansion or remodels is dependent upon numerous factors, many of which are beyond our control, including the following: • our ability to identify suitable markets and individual store sites within those markets; • the competition for suitable store sites; • our ability to negotiate favorable lease terms for new stores and renewals (including rent and other costs) with landlords; • our ability to obtain governmental and other third-party consents, permits and licenses necessary to the operation of our stores or otherwise; • the ability to build and remodel stores on schedule and at acceptable cost; • the availability of employees to staff new stores and our ability to hire, train, motivate and retain store personnel; • the effect of changes to laws and regulations, including wage, over-time, and employee benefits laws on store expense; • the availability of adequate management and financial resources to manage an increased number of stores; • our ability to adapt our distribution and other operational and management systems to an expanded network of stores; and • unforeseen events could prevent or delay store openings and impact our liquidity needed for store openings.
A number of factors have historically affected, and will continue to affect, our comparable sales results and gross margin, including: • consumer trends, such as less disposable income due to the impact of economic conditions, tax policies and other factors; • the lack of new fashion trends to drive demand in certain of our businesses and the ability of those businesses to adjust to fashion changes on a timely basis; • closing of department stores that anchor malls or a significant number of non-anchor mall formats; • competition; • declining mall traffic due to changing customer preferences in the way they shop; • timing of holidays including sales tax holidays and the timing of tax refunds; • general regional and national economic conditions; • inclement weather; • new merchandise introductions and changes in our merchandise mix; • our ability to distribute merchandise efficiently to our stores; • timing and type of sales events, promotional activities or other advertising; • our ability to adapt to changing customer preferences in the ways they digitally shop; • access to allocated product from our vendors; • our ability to realize anticipated cost reductions; • our ability to execute our business strategy effectively; and • other external events beyond our control.
A number of factors have historically affected, and will continue to affect, our comparable sales results and gross margin, including: • consumer trends, such as less disposable income due to the impact of economic conditions, tax policies and other factors; • the lack of new fashion trends to drive demand in certain of our businesses and the ability of those businesses to adjust to changes in fashion trends on a timely basis; • closing of department stores that anchor malls or a significant number of non-anchor mall formats; • competition; • declining mall traffic due to changing customer preferences in the way they shop; • timing of holidays, including sales tax holidays and the timing of tax refunds; • general regional and national economic conditions; • inclement weather; • new merchandise introductions and changes in our merchandise mix; • our ability to distribute merchandise efficiently to our stores; • timing and type of sales events, promotional activities or other advertising; • our ability to adapt to changing customer e-commerce preferences; • access to allocated product from our vendors; • our ability to realize anticipated cost reductions; • our ability to execute our business strategy effectively; and • other external events beyond our control.
Risks associated with our reliance on imported products include: • disruptions in the shipping and importation of imported products because of factors such as: • raw material shortages, work stoppages, strikes, political unrest and civil disturbances; • problems with oceanic shipping, including shipping container shortages and delays in ports; • increased customs inspections of import shipments or other factors that could result in penalties causing delays in shipments; • economic crises, natural disasters, pandemics, international disputes and wars, including the Russia-Ukraine war and the Israel-Hamas war; and • increases in the cost of purchasing or shipping foreign merchandise resulting from: • imposition of additional cargo or safeguard measures; • denial by the United States of “most favored nation” trading status to or the imposition of quotas or other restriction on imports from a foreign country from which we purchase goods; • changes in import duties, import quotas and other trade sanctions; and • increases in shipping rates.
Risks associated with our reliance on imported products include: • disruptions in the shipping and importation of imported products because of factors such as: • raw material shortages, work stoppages, strikes, political unrest and civil disturbances; • problems with oceanic shipping, including shipping container shortages, disruptions to significant trade routes and delays in ports; • increased customs inspections of import shipments or other factors that could result in penalties causing delays in shipments; • economic crises, natural disasters, pandemics, international disputes and wars, including the Russia-Ukraine war and the Israel-Hamas war; and • increases in the cost of purchasing or shipping foreign merchandise resulting from: • imposition of additional cargo or safeguard measures; • denial by the United States of “most favored nation” trading status to or the imposition of quotas or other restriction on imports from a foreign country from which we purchase goods; 22 • changes in import duties, import quotas, tariffs and other trade sanctions; and • increases in shipping rates.
Trade restrictions, including increased tariffs, safeguards or quotas, on footwear, apparel and accessories could increase the cost or reduce the supply of merchandise available to us. We source footwear and accessory products from foreign manufacturers located in Brazil, Canada, China, Hong Kong, India, Italy, Mexico, Pakistan, Portugal, Peru, Spain, Turkey and Vietnam.
Trade restrictions, including increased tariffs, safeguards or quotas, on footwear, apparel and accessories could increase the cost or reduce the supply of merchandise available to us. We source footwear, apparel and accessory products from foreign manufacturers located in Brazil, Cambodia, Canada, China, Hong Kong, India, Indonesia, Italy, Mexico, Pakistan, Portugal, Peru, Spain, Turkey and Vietnam.
Data protection compliance could also cause us to incur substantial costs, forego a substantial amount of revenue or be subject to business risk associated with system changes and new business processes. 19 The utilization, expansion and management of machine learning and other types of artificial intelligence in our business could adversely affect our business, financial condition and results of operations.
Data protection compliance could also cause us to incur substantial costs, forego a substantial amount of revenue or be subject to business risk associated with system changes and new business processes. 20 The utilization, expansion and management of machine learning and other types of artificial intelligence in our business could adversely affect our business, financial condition and results of operations.
If we cannot meet our staffing needs in this area, we may not be able to fulfill our technology initiatives or to provide maintenance on existing systems. 17 We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and potentially disrupt our business.
If we cannot meet our staffing needs in this area, we may not be able to fulfill our technology initiatives or to provide maintenance on existing systems. 18 We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and potentially disrupt our business.
Our business is seasonal, with a significant portion of our net sales and operating income generated during the fourth quarter, which includes the holiday shopping season. Because of this seasonality, we have limited ability to compensate for shortfalls in fourth quarter sales or earnings by changes in our operations or strategies in other quarters.
Our business is seasonal, with a significant portion of our net sales and operating income generated during the fourth quarter, which includes the holiday shopping season. Because of this seasonality, we have limited ability to compensate for shortfalls in fourth quarter sales or earnings by changing our operations or strategies in other quarters.
Failure to execute any of these activities successfully could result in adverse consequences, including lower sales, product margins, operating income and cash flows. 13 Our future success also depends on our ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully market new products.
Failure to execute any of these activities successfully could result in adverse consequences, including lower sales, product margins, operating income and cash flows. 14 Our future success also depends on our ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully market new products.
Such changes in fees and operational requirements may result in our failure to comply with PCI DSS, and cause us to incur significant unanticipated expenses. 18 A privacy breach, through a cybersecurity incident or otherwise, or failure to comply with privacy laws could materially adversely affect our business.
Such changes in fees and operational requirements may result in our failure to comply with PCI DSS, and cause us to incur significant unanticipated expenses. 19 A privacy breach, through a cybersecurity incident or otherwise, or failure to comply with privacy laws could materially adversely affect our business.
These same factors could impact our wholesale customers, limiting their ability to buy or pay for merchandise offered by us. 12 A failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses or an inability to reduce costs may adversely affect our results of operations which adversely impacts our stock price.
These same factors could impact our wholesale customers, limiting their ability to buy or pay for merchandise offered by us. 13 A failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses or an inability to reduce costs may adversely affect our results of operations which may adversely impact our stock price.
Moreover, while we believe that our operating cash flows and borrowing capacity under committed lines of credit will be adequate for our anticipated cash requirements, if the economy were to experience a downturn, if one or more of our revolving credit banks were to fail to honor its commitments under our credit lines or if we were unable to draw on our credit lines for any reason, we could be required to modify our operations for decreased cash flow or to seek alternative sources of liquidity, and such alternative sources might not be available to us.
Moreover, while we believe that our operating cash flows and borrowing capacity under committed lines of credit will be adequate for our anticipated cash requirements, if the economy were to experience a downturn, if one or more of our revolving credit banks were to fail to honor its commitments under our credit lines or if we were unable to draw on our credit lines for any reason, we could be required to modify our operations for decreased cash flow or to seek alternative sources of liquidity, and such alternative sources might not be available to us on favorable terms, if at all.
As we source some product in China, the possibility of adverse changes in trade or political relations with China, political instability, increases in labor costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or the outbreak of COVID-19 or other infectious diseases in China could severely interfere with the manufacturing and/or shipment of our products and would have a material adverse effect on our operations.
As we source some products in China, the possibility of adverse changes in trade or political relations with China, political instability, increases in labor costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or the outbreak of infectious diseases in China could severely interfere with the manufacturing and/or shipment of our products and would have a material adverse effect on our operations.
A number of factors may affect the level of consumer spending on merchandise that we offer, including, among other things: • general economic and industry conditions, including the risks associated with recessions or other macroeconomic conditions and pressures such as inflationary impacts and supply chain challenges; • weather conditions; • energy costs, which affect gasoline and home heating prices; • the level of consumer debt; • pricing of products; • interest rates; • tax rates, refunds and policies; • war, terrorism and other hostilities; and • consumer confidence in future economic conditions.
A number of factors may affect the level of consumer spending on merchandise that we offer, including, among other things: • general economic and industry conditions, including the risks associated with recessions or other macroeconomic conditions and pressures such as inflationary impacts and supply chain challenges; • weather conditions; • energy costs, which affect gasoline and home heating prices; • the level of consumer debt; • pricing of products, including the impact of tariffs; • interest rates; • inflation; • infectious diseases; • tax rates, refunds and policies; • war, terrorism and other geopolitical hostilities; and • consumer confidence in future economic conditions.
Adverse economic conditions and any related decrease in consumer demand for discretionary items could have a material adverse effect on our business, results of operations and financial condition. The merchandise we sell generally consists of discretionary items.
Adverse economic conditions and any related decrease in consumer demand for discretionary items could have a material adverse effect on our business, results of operations and financial condition. We sell generally discretionary items.
Our ability to source our merchandise profitably or at all could be hurt if new trade restrictions are imposed, existing trade restrictions become more burdensome or disruptions occur at our suppliers or at the ports.
Our ability to source our merchandise profitably or at all could be negatively impacted if new trade restrictions are imposed, existing trade restrictions become more burdensome or disruptions occur at our suppliers or at the ports.
Reduced consumer confidence and spending may result in reduced demand for discretionary items and may force us to take inventory markdowns, decreasing sales and making expense leverage difficult to achieve. In addition, inflationary cost pressure on the products we sell might limit our ability to pass on cost increases resulting in gross margin impact or reduced demand.
Reduced consumer confidence and spending may result in reduced demand for discretionary items and may force us to take inventory markdowns, which may decrease sales and make expense leverage difficult to achieve. In addition, inflationary cost pressure on the products we sell might limit our ability to pass on cost increases resulting in gross margin impact or reduced demand.
Deterioration in our equity market value, whether related to our operating performance or to disruptions in the equity markets or deterioration in the operating performance of the business unit with which goodwill is associated could cause us to recognize the impairment of some or all of the $9.6 million of goodwill on our Consolidated Balance Sheets at February 3, 2024, resulting in the reduction of net assets and a corresponding non-cash charge to earnings in the amount of the impairment.
Deterioration in our equity market value, whether related to our operating performance or to disruptions in the equity markets or deterioration in the operating performance of the business unit with which goodwill is associated could cause us to recognize the impairment of some or all of the $8.9 million of goodwill on our Consolidated Balance Sheets at February 1, 2025, resulting in the reduction of net assets and a corresponding non-cash charge to earnings in the amount of the impairment.
Our quarterly results of operations also may fluctuate significantly based on other factors such as: • the timing of any new store openings and renewals; • the amount of net sales contributed by new and existing stores; • the timing of certain holidays and sales events; • changes in quarter end dates due to the 53-week year; • changes in our merchandise mix; • weather conditions that affect consumer spending; and • actions of competitors, including promotional activity.
Our quarterly results of operations also may fluctuate significantly based on other factors such as: • the timing of any new store openings and renewals; • the amount of net sales contributed by new and existing stores; • the timing of certain holidays and sales events; • changes in quarter end dates due to the 53-week year in Fiscal 2024 versus a 52-week year in Fiscal 2025; • changes in our merchandise mix; 15 • weather conditions that affect consumer spending; and • actions of competitors, including promotional activity.
Our ability to source products from China may be adversely affected by changes in Chinese laws and regulations (or the interpretation thereof), including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters.
Our ability to source products from China may be adversely affected by changes in Chinese laws and regulations (or the interpretation thereof), including those relating to taxation, import and export tariffs, relations with the U.S. government, raw materials, environmental regulations, land use rights, property and other matters.
Adverse events outside of our control, such as supply chain interruptions, including shipping disruptions in the Red Sea, increased labor costs and labor availability, decreased consumer traffic or deteriorating economic conditions could result in lower than expected sales during the holiday shopping season or other periods in which we typically experience higher net sales, which could materially adversely impact our 14 financial condition and results of operations.
Adverse events outside of our control, such as supply chain interruptions, including shipping disruptions near crucial trade routes, increased labor costs and labor availability, decreased consumer traffic or deteriorating economic conditions could result in lower than expected sales during the holiday shopping season or other periods in which we typically experience higher net sales, which could materially adversely impact our financial condition and results of operations.
As a retailer who accepts payments using a variety of methods, including installment payment methods, PayPal, and gift cards, we are subject to rules, regulations, contractual obligations and compliance requirements, including payment network rules and operating guidelines, data security standards and certification requirements, and rules governing electronic funds transfers.
As a retailer who accepts payments using a variety of methods, including buy now pay later methods, PayPal, and gift cards, we are subject to rules, regulations, contractual obligations and compliance requirements, including payment network rules and operating guidelines, data security standards and certification requirements, and rules governing electronic funds transfers.
Any acquisitions we make or new businesses we launch, as well as any dispositions of assets or businesses, involve a degree of risk. Acquisitions have been a component of our growth strategy in recent years, and we expect that we may continue to engage in acquisitions or launch new businesses to grow our revenues and meet our other strategic objectives.
Any acquisitions we make or new businesses we launch, as well as any dispositions of assets or businesses, involve a degree of risk. Acquisitions have been a component of our growth strategy and we expect that in the future we may engage in acquisitions or launch new businesses to grow our revenues and meet our other strategic objectives.
Legal, Regulatory, Global and Other External Risks The impact of climate change, extreme weather, infectious disease outbreaks, and other unexpected events could result in an interruption to our business, as well as to the operations of our third-party partners, and have a material adverse impact on our business.
The impact of climate change, extreme weather, infectious disease outbreaks, and other unexpected events could result in an interruption to our business, as well as to the operations of our third-party partners, and have a material adverse impact on our business.
A number of different competitive factors could have a material adverse effect on our business, including: • increased operational efficiencies of competitors; • competitive pricing strategies; • expansion by existing competitors; • expansion of direct-to-consumer selling by our vendors; • entry by new competitors into markets in which we currently operate; and • adoption by existing retail competitors of innovative store formats or sales methods. 15 Investments and Infrastructure Risks We face a number of risks in opening new stores and renewing leases on existing stores.
A number of different competitive factors could have a material adverse effect on our business, including: • increased operational efficiencies of competitors; • competitive pricing strategies; • expansion by existing competitors; • expansion of direct-to-consumer selling by our vendors; • entry by new competitors into markets in which we currently operate; and • adoption by existing retail competitors of innovative store formats or sales methods.
We continue to expect the United States Treasury and the Internal Revenue Service to issue regulations and other guidance that could have a material impact on our effective tax rate in future periods. ITEM 1B. UNRESOLVE D STAFF COMMENTS None.
We continue to expect the United States Treasury and the Internal Revenue Service to issue regulations and other guidance that could have a material impact on our effective tax rate in future periods.
We have been increasing our utilization of machine learning and other types of artificial intelligence (collectively, “AI”) in our business and we anticipate that as technology advances, we may expand our application of AI, including generative AI. AI may become more important to our operations over time as we increase reliance on AI throughout our operations and administration.
We have been increasing our utilization of AI in our business and we anticipate that as technology advances, we may expand our application of AI, including generative AI. AI may become more important to our operations over time as we increase reliance on AI throughout our operations and administration.
Although we typically have sought to mitigate the negative impacts of foreign currency exchange rate fluctuations through price increases and further actions to reduce costs, we may not be able to fully offset the impact, if at all. The imposition of tariffs on our products could adversely affect our business.
Although we typically have sought to mitigate the negative impacts of foreign currency exchange rate fluctuations through price increases and further actions to reduce costs, we may not be able to fully offset the impact, if at all.
Concern over climate change may result in new or additional legislative and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could result in future tax, transportation cost, and utility increases. These risks could have a material adverse effect on our business.
Concern over climate change may result in new or additional legislative and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could result in future tax, transportation cost, and utility increases.
Legislative or regulatory initiatives related to climate change could have a material adverse effect on our business. Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disaster. Such events could have a negative effect on our business.
Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disaster. Such events could have a negative effect on our business.
Trade restrictions, including increased tariffs or quotas, embargoes, safeguards and customs restrictions against items we source from foreign manufacturers could increase the cost, delay shipping or reduce the supply of products available to us or may require us to modify our current business practices, any of which could hurt our profitability. 24 We rely on our suppliers to manufacture and ship the products they produce for us in a timely and cost-effective manner.
Trade restrictions, including increased tariffs or quotas, embargoes, safeguards and customs restrictions against items we source from foreign manufacturers could increase the cost, delay shipping or reduce the supply of products available to us or may require us to modify our current business practices, any of which could hurt our profitability.
Additionally, in connection with the ICE Benchmark Administration’s announced phase-out of LIBOR, we amended our credit facility to, among other things, replace LIBOR with the Secured Overnight Financing Rate (“SOFR”), the Sterling Overnight Index Average (“SONIA”) and the Euro Interbank Offered Rate (“EURIBOR”).
Additionally, in connection with the Intercontinental Exchange Benchmark Administration’s announced phase-out of the London Inter-Bank Offered Rate ("LIBOR"), we amended our credit facility to, among other things, replace LIBOR with the Secured Overnight Financing Rate (“SOFR”), the Sterling Overnight Index Average (“SONIA”) and the Euro Interbank Offered Rate (“EURIBOR”). ITEM 1B. UNRESOLVE D STAFF COMMENTS None.
In addition to impacts on global operations, these events could result in the potential loss of customers and revenues due to mandatory or voluntary store closures, delay or cancellation of merchandise deliveries, reduced consumer confidence or changes in consumers’ discretionary spending habits. 22 These events could reduce the availability or quality of the materials used to manufacture our merchandise, which could cause delays in responding to consumer demand resulting in the potential loss of customers and revenues or we may incur increased costs to meet demand and may not be able to pass all or a portion of higher costs on to our customers, which could adversely affect our gross margin and results of our operations.
These events could reduce the availability or quality of the materials used to manufacture our merchandise, which could cause delays in responding to consumer demand resulting in the potential loss of customers and revenues or we may incur increased costs to meet demand and may not be able to pass all or a portion of higher costs on to our customers, which could adversely affect our gross margin and results of our operations.
We also rely on the free flow of goods through open and operational ports worldwide. Labor disputes and other disruptions at various ports or at our suppliers could increase costs for us and delay our receipt of merchandise, particularly if these disputes result in work slowdowns, lockouts, strikes or other disruptions.
Labor disputes and other disruptions at various ports or at our suppliers could increase costs for us and delay our receipt of merchandise, particularly if these disputes result in work slowdowns, lockouts, strikes or other disruptions.
The regulatory environment surrounding information security and privacy continues to evolve and new laws are increasingly giving customers the right to control how their personal data is used. One such law is the European Union's General Data Protection Regulation ("GDPR").
We have access to collect or maintain information about our customers, and the protection of that data is critical to our business. The regulatory environment surrounding information security and privacy continues to evolve and new laws are increasingly giving customers the right to control how their personal data is used. One such law is the European Union's GDPR.
There may be circumstances in the future where we may have to incur higher freight charges to expedite the delivery of product to our customers which could negatively affect our gross profit if we are unable to pass on those charges to our customers.
There may be circumstances in the future where we may have to incur higher freight charges to expedite the delivery of product to our customers which could negatively affect our gross profit if we are unable to pass on those charges to our customers. 23 Tax, Legal, Regulatory, Global and Other External Risks Changes in tax laws may result in increased volatility in our effective tax rates.
The scope of our non-U.S. operations exposes our performance to risks including foreign, political, legal and economic conditions and exchange rate fluctuations. Our performance depends in part on general economic conditions affecting all countries in which we do business. Although the U.K. and the European Union (“E.U.”) entered into the E.U.-U.K.
These risks could have a material adverse effect on our business. 25 The scope of our non-U.S. operations exposes our performance to risks including foreign, political, legal and economic conditions and exchange rate fluctuations. Our performance depends in part on general economic conditions affecting all countries in which we do business.
A small portion of the products we buy abroad is priced in foreign currencies and, therefore, we are affected by fluctuating currency exchange rates.
A small portion of the products we buy abroad is priced in foreign currencies and, therefore, we are affected by fluctuating currency exchange rates. We may not be able to effectively protect ourselves in the future against currency rate fluctuations.
Each of our divisions uses a single distribution center to handle all or a significant amount of its merchandise. Most of our operations’ inventory is shipped directly from suppliers to our operations' distribution centers, where the inventory is then processed, sorted and shipped to our stores, to our wholesale customers or to our e-commerce customers.
Most of our operations’ inventory is shipped directly from suppliers to our operations' distribution centers or third-party logistics provider, where the inventory is then processed, sorted and shipped to our stores, to our wholesale customers or to our e-commerce customers.
If we do not prevail on any intellectual property claims, then we may have to change our manufacturing processes, products or trade names, any of which could reduce our profitability. Our business and results of operations are subject to a broad range of uncertainties arising out of world and domestic events.
If we do not prevail on any intellectual property claims, then we may have to change our manufacturing processes, products or trade names, any of which could reduce our profitability. Legislative or regulatory initiatives related to climate change could have a material adverse effect on our business.
In addition, political uncertainty in the United States may result in significant changes to U.S. trade policies, treaties and tariffs , including trade policies and tariffs regarding China .
In addition, political uncertainty in the United States may result in significant changes to U.S. trade policies, treaties and tariffs , including trade policies and tariffs regarding goods imported from China, Canada and Mexico . Existing and potential future tariffs on certain imported products could result in an increase in prices for those products.
Any of the above risks, individually or in aggregate, could materially damage our reputation and result in lost sales, governmental and payment card industry fines, and/or class action and other lawsuits.
Any of the above risks, individually or in aggregate, could materially damage our reputation and result in lost sales, governmental and payment card industry fines, and/or class action and other lawsuits. Although we carry cybersecurity insurance, that insurance may not be extensive enough or adequate in scope of coverage or amount to reimburse us for damages we may incur.
The rapid evolution of AI technology and potential regulation of AI may require that we expend significant resources to develop, test and maintain our implementation of AI. Our competitors may incorporate AI into their businesses faster or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
In addition, the AI tools we may incorporate into certain aspects of our operations may not generate the intended efficiencies and may impact our business results. Our competitors may incorporate AI into their businesses faster or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
If we are unable to pass along increased costs to our customers, our gross margins could be adversely affected. Alternatively, tariffs may cause us to shift production to other countries, resulting in significant costs and disruption to our business.
If we are unable to pass along increased costs to our customers, our gross margins could be adversely affected.
We are also dependent on foreign manufacturers for the products we sell, and our inventory is subject to cost and availability of foreign materials and labor. In addition to the other risks disclosed herein, demand for our product offering in our non-U.S. operations is also subject to local market conditions.
In addition to the other risks disclosed herein, demand for our product offering in our non-U.S. operations is also subject to local market conditions. As we expand our international operations, we also increase our exposure to exchange rate fluctuations.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information about our foreign currency exchange rate exposure and any hedging activities. We are dependent on third-party vendors and licensors for the merchandise we sell. We do not manufacture the merchandise we sell, and our Genesco Brands Group business is dependent on third-party licenses.
We are dependent on third-party vendors and licensors for the merchandise we sell. We do not manufacture the merchandise we sell, and our Genesco Brands Group business is dependent on third-party licenses.
This may also impact our ability to attract and retain talent to compete in the marketplace. There is also uncertainty in the markets in which we operate regarding potential policies related to issues surrounding global environmental sustainability.
Our failure to appropriately address emerging sustainability matters could have a material adverse impact on our reputation and, as a result, our business. There is uncertainty in the markets in which we operate regarding potential policies related to issues surrounding global environmental sustainability.
We may not be able to effectively protect ourselves in the future against currency rate fluctuations. 21 Even dollar-denominated foreign purchases may be affected by currency fluctuations to reflect appreciation in the local currency against the dollar in the price of the products that they provide.
Even dollar-denominated foreign purchases may be affected by currency fluctuations to reflect appreciation in the local currency against the dollar in the price of the products that they provide. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information about our foreign currency exchange rate exposure and any hedging activities.
Data protection requirements are constantly evolving and these requirements could adversely affect our business and operating results. We have access to collect or maintain information about our customers, and the protection of that data is critical to our business.
Further, a significant breach of federal, state, provincial, local or international privacy laws could have a material adverse effect on our reputation. Data protection requirements are constantly evolving and these requirements could adversely affect our business and operating results.
Removed
Our failure to appropriately address emerging environmental, social and governance matters could have a material adverse impact on our reputation and, as a result, our business. There is an increased focus from investors, customers, employees, business partners and other stakeholders concerning ESG matters.
Added
If our online e-commerce sites, or those of our customers, do not function effectively or meet the expectations or preferences of our customers, our business and financial results could be materially adversely affected. An increasing amount of our products are sold on our e-commerce sites and third-party e-commerce sites.
Removed
The expectations related to ESG matters are rapidly evolving, and from time to time, we have announced and will announce certain ESG initiatives and goals. Our ESG efforts may not be perceived to be effective or we could be criticized for the scope of such initiatives or goals.
Added
Consumers are also increasingly using mobile-based applications to engage with us and our competitors through digital experiences that are offered on mobile platforms, and we are increasingly using social media to interact with our consumers as a means to enhance their shopping experience.
Removed
In addition, we could fail to timely meet or accurately report our progress on such initiatives and goals. As a result, we could suffer negative publicity and our reputation could be adversely impacted, which in turn could have a negative impact on investor perception and our products' acceptance by consumers.
Added
Any failure on our part or on the part of third parties to provide effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of our products and that continually meet the evolving expectations of online shoppers or any failure to provide attractive digital experiences could place us at a competitive disadvantage, result in the loss of sales, and could have a material adverse impact on our business and financial results.
Removed
Although we carry cybersecurity insurance, in the event of a cyber-incident, that insurance may not be extensive enough or adequate in scope of coverage or amount to reimburse us for damages we may incur. Further, a significant breach of federal, state, provincial, local or international privacy laws could have a material adverse effect on our reputation.
Added
Our e-commerce business may be particularly 16 vulnerable to cyber threats including unauthorized access and denial of service attacks. Sales in our e-commerce channel may also divert sales from our retail and wholesale channels. Investments and Infrastructure Risks We face a number of risks in opening new stores and renewing leases on existing stores.
Removed
Our business and results of operations may experience a material adverse impact due 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.
Added
Additionally, the rapid evolution and increased adoption of machine learning and artificial intelligence ("AI") is further increasing risks in this area, including by making fraud detection more difficult, particularly with detection devices that use voice recognition or authentication.
Removed
These uncertainties may include a global economic slowdown, inflation, changes in consumer spending or travel, increase in fuel prices, the economic consequences of widespread or severe outbreaks of COVID-19 or other infectious diseases, natural disasters, wars or other military action 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.
Added
The rapid evolution of AI technology and potential regulation of AI may require that we expend significant resources to develop, test and maintain our implementation of AI. Our development, integration and use of AI technology in our operations remains in the early phases.
Removed
As we expand our international operations, we also increase our exposure to exchange rate fluctuations.
Added
Although we aim to implement AI technology according to responsible procedures and adequate safeguards, our current or future use of AI tools in our business operations could expose us to new or additional costs and risks, including the potential introduction of new vulnerabilities or cybersecurity risks within our information technology systems; the potential inadvertent or unauthorized release of our confidential or proprietary information resulting from the use (whether or not authorized) of AI tools by our employees, contractors, agents, representatives, vendors or customers; the potential loss of our intellectual property rights or our potential infringement of the intellectual property rights of third parties resulting from the use (whether or not authorized) of AI tools in our operations; and potential legal or reputational harms due to insufficient or flawed data, insufficient quality control, or unlawful bias or discrimination associated with the use of AI tools.
Removed
Tax and trade policies, tariffs and regulations affecting trade between the United States and other countries could have a material adverse effect on our business, results of operations and liquidity. We source a significant portion of our merchandise from manufacturers located outside the U.S., including from China.
Added
Each of our divisions uses a single distribution center or third-party logistics provider to handle all or a significant amount of its merchandise.
Removed
Existing and potential future tariffs on certain imported products could result in an increase in prices for those products. In addition, tariffs could also increase the costs of our U.S. suppliers, causing those suppliers to also increase the costs of their products.
Added
Our financial results are significantly impacted by the effective tax rates of both our domestic and international operations. Future changes in tax laws could materially impact our effective tax rate.
Removed
It is unclear, however, whether SOFR, SONIA or EURIBOR will retain market acceptance as a LIBOR replacement tool, and we may need to renegotiate our credit facility if other LIBOR alternatives are established and become more widely adopted. 25 Changes in our effective income tax rate could adversely affect our net earnings and liquidity.
Added
Other factors, such as changes in the mix of earnings in countries with differing statutory tax rates, changes in permitted deductions, interpretations, policies and treaties and the outcome of income tax audits in various jurisdictions, may result in higher taxes, lower profitability and increased volatility in our financial results.
Removed
A number of factors influence our effective income tax rate, including changes in tax law, tax treaties, interpretation of existing laws, including the Tax Cuts and Jobs Act of 2017 (the "Act"), and our ability to sustain our reporting positions on examination.
Added
In addition, changes in the tax laws of foreign jurisdictions may arise as a result of the Pillar Two (“Pillar Two”) Global Anti-Base Erosion model rules that were released by the Organization for Economic Cooperation and Development (OECD) in 2021.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe continue to participate in the VISA TIP program and AMEX STEP program around our PCI DSS compliance. 26 Our processes for identifying and managing first and third-party risks from cybersecurity threats include: •Continuous monitoring of our systems and network for cybersecurity events; •Regular testing of our Security Incident Response Plan, Business Continuity plans, and Disaster Recovery plans; •Required annual security training for our employees with access to email, as well as tailored training for employees in more sensitive roles.
Biggest changeWe continue to participate in the VISA TIP program and AMEX STEP program around our PCI DSS compliance. 27 Our processes for identifying and managing first and third-party risks from cybersecurity threats include: •Continuous monitoring of our systems and network for cybersecurity events; •Regular testing of our Security Incident Response Plan, Business Continuity plans, and Disaster Recovery plans; •Required annual security training for our employees with access to email, as well as tailored training for employees in more sensitive roles.
Additionally, while we have in place insurance coverage designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all insured losses or all types of claims that may arise.
Additionally, while we have in place insurance coverage designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all insured losses or all types of claims that may arise. 28

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PR OPERTIES At February 3, 2024, we operated 1,341 retail footwear and accessory stores throughout the United States, Puerto Rico, Canada, the U.K. and the ROI. New shopping center store leases in the United States, Puerto Rico and Canada typically have initial terms of approximately 10 years.
Biggest changeITEM 2. PR OPERTIES At February 1, 2025, we operated 1,278 retail footwear, apparel and accessory stores throughout the United States, Puerto Rico, Canada, the U.K. and the ROI. New shopping center store leases in the United States, Puerto Rico and Canada typically have initial terms of approximately 10 years.
The general location, use and approximate size of our principal properties are set forth below: Location Owned/ Leased Segment Use Approximate Area Square Feet Lebanon, TN Owned Journeys Group Distribution warehouse and administrative offices 563,000 Bathgate, Scotland Owned Schuh Group Distribution warehouse 244,644 Chapel Hill, TN Owned Genesco Brands Group Distribution warehouse 182,000 Fayetteville, TN Owned Johnston & Murphy Group Distribution warehouse 178,500 Fayetteville, TN Leased Johnston & Murphy Group Distribution warehouse 91,580 Deans Industrial Estate, Livingston, Scotland Owned Schuh Group Distribution warehouse and administrative offices 106,813 Northwest Business Park, Ballycoolin, Dublin Leased Schuh Group Distribution warehouse and administrative offices 49,460 Nashville, TN Leased Various Corporate headquarters 182,078 We believe that all leases of properties that are material to our operations may be renewed, or that alternative properties are available, on terms not materially less favorable to us than existing leases. 27
The general location, use and approximate size of our principal properties are set forth below: Location Owned/ Leased Segment Use Approximate Area Square Feet Lebanon, TN Owned Journeys Group Distribution warehouse and administrative offices 563,000 Bathgate, Scotland Owned Schuh Group Distribution warehouse 244,644 Chapel Hill, TN Owned Genesco Brands Group Distribution warehouse 182,000 Fayetteville, TN Owned Johnston & Murphy Group Distribution warehouse 178,500 Fayetteville, TN Leased Johnston & Murphy Group Distribution warehouse 91,580 Deans Industrial Estate, Livingston, Scotland Owned Schuh Group Distribution warehouse and administrative offices 106,813 Northwest Business Park, Ballycoolin, Dublin Leased Schuh Group Distribution warehouse and administrative offices 49,460 Nashville, TN Leased Various Corporate headquarters 182,078 We believe that all leases of properties that are material to our operations may be renewed, or that alternative properties are available, on terms not materially less favorable to us than existing leases.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFurther information with respect to this item may be found in Note 15 to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data," which is incorporated herein by reference. ITEM 4. MINE SAF ETY DISCLOSURES Not applicable.
Biggest changeFurther information with respect to this item may be found in Note 15 to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data," which is incorporated herein by reference. ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 29 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities 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 (1) (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs November 2023 10-29-23 to 11-25-23 — $ — — $ 52,109 December 2023 11-26-23 to 12-30-23 — $ — — $ 52,109 January 2024 12-31-23 to 2-3-24 — $ — — $ 52,109 Total — $ — — $ 52,109 (1) In February 2022, a $100.0 million share repurchase program was approved by the Board of Directors and announced in February 2022, and in June 2023, the Board of Directors approved an additional $50.0 million for share repurchases.
Biggest changeIssuer Purchases of Equity Securities 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 (1) (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs November 2024 11-3-24 to 11-30-24 (1) — $ — — $ 42,321 December 2024 12-1-24 to 12-28-24 (1) — $ — — $ 42,321 12-1-24 to 12-28-24 (2) 8,803 $ 43.16 — — January 2025 12-29-24 to 2-1-25 (1) — $ — — $ 42,321 12-29-24 to 2-1-25 (2) 2,853 $ 41.30 — — Total 11,656 $ 42.71 — $ 42,321 (1) In February 2022, a $100.0 million share repurchase program was approved by the Board of Directors and announced in February 2022, and in June 2023, the Board of Directors approved an additional $50.0 million for share repurchases.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our stock is traded on the New York Stock Exchange under the symbol "GCO". There were approximately 1,350 common shareholders of record on March 15, 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our stock is traded on the New York Stock Exchange under the symbol "GCO". There were approximately 1,250 common shareholders of record on March 14, 2025.
Equity Compensation Plan Information Refer to Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" included elsewhere in this report. ITEM 6. RE SERVED 30
(2) These shares represent shares withheld from vested restricted stock to satisfy the minimum withholding requirements for federal and state taxes. 30 Equity Compensation Plan Information Refer to Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" included elsewhere in this report. ITEM 6. RE SERVED

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

63 edited+23 added−29 removed36 unchanged
Biggest changeCash flow changes: Fiscal Year Ended (in thousands) February 3, 2024 January 28, 2023 Increase (Decrease) Net cash provided by (used in) operating activities $ 94,796 $ (164,884 ) $ 259,680 Net cash used in investing activities (60,001 ) (59,934 ) (67 ) Net cash used in financing activities (47,579 ) (45,530 ) (2,049 ) Effect of foreign exchange rate fluctuations on cash (51 ) (2,187 ) 2,136 Net decrease in cash $ (12,835 ) $ (272,535 ) $ 259,700 Reasons for the major variances in cash provided by (used in) the table above are as follows: Cash provided by operating activities was $259.7 million higher in Fiscal 2024 compared to Fiscal 2023, reflecting primarily the following factors: • a $263.9 million increase in cash flow from changes in inventory, primarily reflecting a decrease in inventory, primarily Journeys and Johnston & Murphy inventory, in Fiscal 2024 compared to the re-inventorying of our operating business units in Fiscal 2023 following the supply chain disruptions in Fiscal 2022, partially offset by a $15.8 million decrease in cash flow from changes in accounts payable, primarily reflecting changes in buying patterns in Fiscal 2024; and • a $47.3 million increase in cash flow from changes in other accrued liabilities, primarily reflecting a significantly lower payment of Fiscal 2023 performance-based compensation accruals in Fiscal 2024 compared to Fiscal 2023; partially offset by • an $88.7 million decrease in cash flow from decreased earnings in Fiscal 2024.
Biggest changeCash flow changes: Fiscal Year Ended (in thousands) February 1, 2025 February 3, 2024 Increase (Decrease) Net cash provided by operating activities $ 87,886 $ 94,796 $ (6,910 ) Net cash used in investing activities (41,131 ) (60,001 ) 18,870 Net cash used in financing activities (47,003 ) (47,579 ) 576 Effect of foreign exchange rate fluctuations on cash (900 ) (51 ) (849 ) Net decrease in cash and cash equivalents $ (1,148 ) $ (12,835 ) $ 11,687 Reasons for the major variances in cash provided by (used in) the table above are as follows: Cash provided by operating activities was $6.9 million lower in Fiscal 2025 compared to Fiscal 2024, reflecting primarily the following factors: • a $129.4 million decrease in cash flow from changes in inventory, primarily reflecting a year over year increase in Journeys Group, Johnston & Murphy Group and Genesco Brands Group inventory, partially offset by a year over year decrease in Schuh inventory; and partially offset by • an $82.0 million increase in cash flow from changes in accounts payable, primarily reflecting changes in buying patterns in Fiscal 2025; • a $17.6 million increase in cash flow from changes in accounts receivable, primarily reflecting the distribution model transition at Genesco Brands Group and decreased Genesco Brands Group sales; and • a $61.7 million increase in cash flow from changes in other assets and liabilities, partially offset by a $47.6 million decrease in cash flow from changes in prepaids and other current assets, primarily reflecting changes in timing of prepaid income taxes and changes in timing of rent payments in Fiscal 2025 compared to Fiscal 2024.
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.
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, 31 etc. Comparable sales also have a direct impact on our total net revenue, working capital and cash.
We estimate fair value using the best information available, and compute the fair value using an income approach that estimates the savings that the 39 trademark owner would realize from owning that asset instead of having to pay rent or a royalty for the use of it.
We estimate fair value using the best information available, and compute the fair value using an income approach that estimates the savings that the trademark owner would realize from owning that asset instead of having to pay rent or a royalty for the use of it.
Environmental and Other Contingencies We are subject to certain loss contingencies related to environmental proceedings and other legal matters, including those disclosed in Item 8, Note 15, "Legal Proceedings", to our Consolidated Financial Statements included in this Annual Report on Form 10-K. 37 Financial Market Risk The following discusses our exposure to financial market risk.
Environmental and Other Contingencies We are subject to certain loss contingencies related to environmental proceedings and other legal matters, including those disclosed in Item 8, Note 15, "Legal Proceedings", to our Consolidated Financial Statements included in this Annual Report on Form 10-K. 38 Financial Market Risk The following discusses our exposure to financial market risk.
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").
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 e-commerce sales").
New Accounting Principles Descriptions of recently issued accounting pronouncements, if any, and the accounting pronouncements adopted by us during Fiscal 2024 are included in Note 2, "New Accounting Pronouncements", to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data".
New Accounting Principles Descriptions of recently issued accounting pronouncements, if any, and the accounting pronouncements adopted by us during Fiscal 2025 are included in Note 2, "New Accounting Pronouncements", to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data".
In the fourth quarter of Fiscal 2021, we implemented tax strategies allowed under the 5-year carryback provisions in the CARES Act which we believe will generate approximately $55 million of net tax refunds. We received approximately $26 million of such net tax refunds in Fiscal 2022 and anticipated receipt of the remaining outstanding net tax refund in Fiscal 2023.
In the fourth quarter of Fiscal 2021, we implemented tax strategies allowed under the 5-year carryback provisions in the CARES Act which we believed would generate approximately $55 million of net tax refunds. We received approximately $26 million of such net tax refunds in Fiscal 2022 and anticipated receipt of the remaining outstanding net tax refund in Fiscal 2023.
Under the retail inventory method, valuing inventory at the lower of cost or market is achieved as markdowns are taken or accrued as a reduction of the retail value of inventories. 38 Inherent in the retail inventory method are subjective judgments and estimates, including merchandise mark-on, markups, markdowns and shrinkage.
Under the retail inventory method, valuing inventory at the lower of cost or market is achieved as markdowns are taken or accrued as a reduction of the retail value of inventories. 39 Inherent in the retail inventory method are subjective judgments and estimates about the recoverability of the inventory and its market value, including merchandise mark-on, markups, markdowns and shrinkage.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related Notes and other financial information appearing elsewhere in this Annual Report on Form 10-K, and with Part II, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the SEC on March 22, 2023, which provides a discussion of our financial condition and results of operations for Fiscal 2023 compared to our Fiscal 2022.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related Notes and other financial information appearing elsewhere in this Annual Report on Form 10-K, and with Part II, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 27, 2024, which provides a discussion of our financial condition and results of operations for Fiscal 2024 compared to our Fiscal 2023.
Accounts Receivable – Our accounts receivable balance at February 3, 2024 is concentrated in our wholesale businesses, which sell primarily to department stores and independent retailers across the United States.
Accounts Receivable – Our accounts receivable balance at February 1, 2025 is concentrated in our wholesale businesses, which sell primarily to department stores and independent retailers across the United States.
We did not hold any cash equivalents at February 3, 2024. Summary – Based on our overall market interest rate exposure at February 3, 2024, we believe that the effect, if any, of reasonably possible near-term changes in interest rates on our consolidated financial position, results of operations or cash flows for Fiscal 2025 would not be material.
Summary – Based on our overall market interest rate exposure at February 1, 2025, we believe that the effect, if any, of reasonably possible near-term changes in interest rates on our consolidated financial position, results of operations or cash flows for Fiscal 2026 would not be material.
As currency exchange rates fluctuate, translation of our financial statements of foreign businesses into United States dollars affects the comparability of financial results between years. Schuh Group's net sales and operating income for Fiscal 2024 were positively impacted by $11.8 million and $1.3 million, respectively, due to the change in foreign exchange rates.
As currency exchange rates fluctuate, translation of our financial statements of foreign businesses into United States dollars affects the comparability of financial results between years. Schuh Group's net sales and operating income for Fiscal 2025 were positively impacted by $9.0 million and $0.2 million, respectively, due to the change in foreign exchange rates.
At February 3, 2024, we had a deferred tax valuation allowance of $44.0 million. 40 Income tax reserves for uncertain tax positions are determined using the methodology required by the Accounting Standards Codification (“ASC”) Income Tax Topic, ("ASC 740"). This methodology requires companies to assess each income tax position taken using a two-step process.
At February 1, 2025, we had a deferred tax valuation allowance of $72.4 million. 41 Income tax reserves for uncertain tax positions are determined using the methodology required by the Accounting Standards Codification (“ASC”) Income Tax Topic, ("ASC 740"). This methodology requires companies to assess each income tax position taken using a two-step process.
Impairment of Long-Lived Assets We periodically assess the recoverability of our long-lived assets, other than goodwill, and evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Impairment of Long-Lived Assets We periodically assess the recoverability of our long-lived assets, other than goodwill, and evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Asset impairment is determined to exist if an asset's fair value is less than the carrying amount.
The pretax loss for Fiscal 2024 included a non-cash goodwill impairment charge of $28.5 million and asset impairment and other charges of $1.8 million which included $1.1 million for severance and $1.0 million for asset impairments, partially offset by a $0.3 million insurance gain.
The pretax loss for Fiscal 2024 included a non-cash goodwill impairment charge of $28.5 million and asset impairment and other charges of $1.8 million which included $1.1 million for severance and $1.0 million for asset impairments, partially offset by a $0.3 million insurance gain. 32 The effective income tax rate was 309.6% for Fiscal 2025 compared to (8.5%) for Fiscal 2024.
We expect total capital expenditures for Fiscal 2025 to be approximately $52-$57 million of which approximately 59% is for new stores and renovations and 41% is for computer hardware, software and warehouse enhancements for initiatives to drive traffic and omni-channel initiatives and other projects.
We expect total capital expenditures for Fiscal 2026 to be approximately $50-$65 million of which approximately 70% is for new stores and renovations and 30% is for computer hardware, software and warehouse enhancements for initiatives to drive traffic and omni-channel initiatives and other projects.
We were operating under a $100.0 million repurchase authorization from February 2022. In June 2023, we announced an additional $50.0 million share repurchase authorization. As of February 3, 2024, we have $52.1 million remaining under the expanded share repurchase authorization. We repurchased 1,380,272 shares during Fiscal 2023 at a cost of $72.7 million or an average of $52.66 per share.
We were operating under a $100.0 million repurchase authorization from February 2022. In June 2023, we announced an additional $50.0 million share repurchase authorization. As of February 1, 2025, we have $42.3 million remaining under the expanded share repurchase authorization. We repurchased 1,261,295 shares during Fiscal 2024 at a cost of $32.0 million or an average of $25.39 per share.
We do not currently have any longer term capital expenditures or other cash requirements other than as set forth in the contractual obligations table. We also do not currently have any off-balance sheet arrangements. Common Stock Repurchases We repurchased 1,261,295 shares during Fiscal 2024 at a cost of $32.0 million or an average of $25.39 per share.
We do not currently have any longer term capital expenditures or other cash requirements other than as set forth in the contractual obligations table. We also do not currently have any off-balance sheet arrangements. Common Stock Repurchases We repurchased 399,633 shares during Fiscal 2025 at a cost of $9.8 million or an average of $24.49 per share.
Asset impairment is determined to exist if estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount. Inherent in the analysis of impairment are subjective judgments about future cash flows. Failure to make appropriate conclusions regarding these judgments may result in an overstatement or understatement of the value of long-lived assets.
Fair value of our long-lived assets is determined by estimated future cash flows, undiscounted and without interest charges, and comparable market rents. Inherent in the analysis of impairment are subjective judgments about future cash flows. Failure to make appropriate conclusions regarding these judgments may result in an overstatement or understatement of the value of long-lived assets.
The store count for Johnston & Murphy retail operations at the end of Fiscal 2024 was 156 Johnston & Murphy shops and factory stores, including five stores in Canada, compared to 158 Johnston & Murphy shops and factory stores, including six stores in Canada, at the end of Fiscal 2023.
The store count for 34 Johnston & Murphy retail operations at the end of Fiscal 2025 was 148 Johnston & Murphy shops and factory stores, compared to 156 Johnston & Murphy shops and factory stores, including five stores in Canada, at the end of Fiscal 2024. Johnston & Murphy closed its five Canadian stores at the end of Fiscal 2025.
The store count for Journeys Group was 1,063 stores at the end of Fiscal 2024, including 222 Journeys Kidz stores, 39 Journeys stores in Canada and 33 Little Burgundy stores in Canada, compared to 1,130 stores at the end of Fiscal 2023, including 233 Journeys Kidz stores, 45 Journeys stores in Canada and 34 Little Burgundy stores in Canada.
The store count for Journeys Group was 1,006 stores at the end of Fiscal 2025, including 211 Journeys Kidz stores, 35 Journeys stores in Canada and 30 Little Burgundy stores in Canada, compared to 1,063 stores at the end of Fiscal 2024, including 222 Journeys Kidz stores, 39 Journeys stores in Canada and 33 Little Burgundy stores in Canada.
The quantitative impairment test for indefinite lived trademarks compares the fair value of the trademark with the carrying value of the related trademark. If the fair value of the trademark is less than the carrying value of the trademark, an impairment charge would be recorded for the amount, if any, in which the carrying value exceeds the trademark’s fair value.
If the fair value of the trademark is less than the carrying value of the trademark, an impairment charge 40 would be recorded for the amount, if any, in which the carrying value exceeds the trademark’s fair value.
Excluding the 53rd week, net sales decreased 3.6% for Fiscal 2024. • Journeys Group sales decreased 8% and Genesco Brands Group sales decreased 9%, partially offset by an increase of 11% at Schuh Group and 8% at Johnston & Murphy Group. • Total comparable sales decreased 4% for Fiscal 2024, including a 7% decrease in same store sales and an 8% increase in comparable direct sales. • Gross margin decreased as a percentage of net sales from 47.6% in Fiscal 2023 to 47.3% in Fiscal 2024. • Selling and administrative expenses increased as a percentage of net sales from 43.7% in Fiscal 2023 to 46.5% in Fiscal 2024. • Operating margin decreased as a percentage of net sales from 3.9% in Fiscal 2023 to (0.6%) in Fiscal 2024. • The effective income tax rate decreased from 19.8% in Fiscal 2023 to (8.5%) in Fiscal 2024. • Diluted loss per share from continuing operations was $2.10 per share in Fiscal 2024 compared to diluted earnings per share from continuing operations of $5.69 per share in Fiscal 2023.
Excluding the 53rd week, net sales increased 1.1% for Fiscal 2025. • Journeys Group sales increased 3%, partially offset by a sales decrease of 6% at Johnston & Murphy Group and a sales decrease of 11% at Genesco Brands Group, while Schuh Group sales were flat. • Total comparable sales increased 3% for Fiscal 2025, including flat same store sales and a 12% increase in comparable e-commerce sales. • Gross margin decreased 10 basis points as a percentage of net sales from 47.3% in Fiscal 2024 to 47.2% in Fiscal 2025. • Selling and administrative expenses decreased 10 basis points as a percentage of net sales from 46.5% in Fiscal 2024 to 46.4% in Fiscal 2025. • Operating margin increased 120 basis points as a percentage of net sales from (0.6%) in Fiscal 2024 to 0.6% in Fiscal 2025. • The effective income tax rate increased from (8.5%) in Fiscal 2024 to 309.6% in Fiscal 2025 as a result of a $26.2 million valuation allowance in Fiscal 2025. • Diluted loss per share from continuing operations was $1.80 per share in Fiscal 2025 compared to $2.10 per share in Fiscal 2024.
In the wholesale businesses, one customer accounted for 18%, one customer accounted for 16%, one customer accounted for 11% and one customer accounted for 10% of our total trade receivables balance, while no other customer accounted for more than 8% of our total trade receivables balance as of February 3, 2024.
In the wholesale businesses, one customer accounted for 27%, one customer accounted for 19%, one customer accounted for 11% and one customer accounted for 10% of our total trade receivables balance, while no other customer accounted for more than 7% of our total trade receivables balance as of February 1, 2025.
Summary of Results of Operations • Net sales decreased 2.5% in Fiscal 2024 compared to Fiscal 2023. • Fiscal 2024 included a 53rd week.
Summary of Results of Operations • Net sales were flat in Fiscal 2025 compared to Fiscal 2024. • Fiscal 2024 included a 53rd week.
We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Agreement as of February 3, 2024. We believe that cash on hand, cash provided by operations and borrowings under our amended Credit Facility and the Schuh Facility Agreement will be sufficient to support our liquidity needs in Fiscal 2025 and the foreseeable future.
We believe that cash on hand, cash provided by operations and borrowings under our amended Credit Facility and the Schuh Facility Agreement will be sufficient to support our liquidity needs in Fiscal 2026 and the foreseeable future.
However, in the third quarter of Fiscal 2023, we were notified the IRS would conduct an audit of the periods related to the outstanding net tax refund.
However, in the third quarter of Fiscal 2023, we were notified that the Internal Revenue Service ("IRS") would conduct an audit of the periods related to the outstanding net tax refund. As a result, the timing of the net tax refund was extended due to the audit process.
Journeys Group sales decreased 8% and Genesco Brands Group sales decreased 9%, while Schuh Group sales increased 11% and Johnston & Murphy Group sales increased 8% for Fiscal 2024 compared to Fiscal 2023. Schuh's sales increased 8% on a local currency basis for Fiscal 2024.
Journeys Group sales increased 3% offset by a sales decrease of 6% at Johnston & Murphy Group and a sales decrease of 11% at Genesco Brands Group, while Schuh Group sales were flat for Fiscal 2025 compared to Fiscal 2024. Schuh's sales decreased 2% on a local currency basis for Fiscal 2025.
Selling and administrative expenses increased as a percentage of net sales in Fiscal 2024 compared to Fiscal 2023 reflecting increased marketing expense, professional fees and compensation expense, partially offset by decreased performance-based compensation expense and occupancy expense.
The increase in selling and administrative expenses as a percentage of net sales also contributed to the decrease in operating margin reflecting increased selling salaries, marketing expense and depreciation expense, partially offset by decreased performance-based compensation expense and occupancy expense.
Pursuant to a Guarantee in favor of Lloyds in its capacity as security trustee, Genesco Inc. has guaranteed the obligations of Schuh under the Facility Agreement and certain existing ancillary facilities on an unsecured basis. As of February 3, 2024, we did not have any borrowings under the Schuh Facility Agreement.
The Facility Agreement is secured by charges over all of the assets of Schuh, and Schuh's subsidiary, Schuh (ROI) Limited. Pursuant to a Guarantee in favor of Lloyds in its capacity as security trustee, Genesco Inc. has guaranteed the obligations of Schuh under the Facility Agreement and certain existing ancillary facilities on an unsecured basis.
Cash used in financing activities was $2.0 million higher in Fiscal 2024 as compared to Fiscal 2023 primarily reflecting decreased revolver borrowings in Fiscal 2024, partially offset by decreased share repurchases this year. 35 Sources of Liquidity and Future Capital Needs We have three principal sources of liquidity: cash flow from operations, cash on hand and our credit facilities discussed in Item 8, Note 8, "Long-Term Debt", to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
Sources of Liquidity and Future Capital Needs We have three principal sources of liquidity: cash flow from operations, cash on hand and our credit facilities discussed in Item 8, Note 8, "Long-Term Debt", to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
The overall increase in expenses as a percentage of net sales in Fiscal 2024 reflects the deleverage of expenses, especially compensation expense, selling salaries, marketing and occupancy expenses as a result of decreased revenue in Fiscal 2024. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.
The overall decrease in expenses as a percentage of net sales in Fiscal 2025 reflects a decrease in occupancy costs, partially offset by increased marketing expenses. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.
These judgments and estimates, coupled with the fact that the retail inventory method is an averaging process, could produce a range of cost figures.
These judgments and estimates, coupled with the fact that the retail inventory method is an averaging process, could produce a range of cost figures. To reduce the risk of inaccuracy and to ensure consistent presentation, we employ the retail inventory method in multiple subclasses of inventory with similar gross margins.
The net loss for Fiscal 2024 was $16.8 million, or $1.50 diluted loss per share compared to net earnings of $71.9 million, or $5.66 diluted earnings per share for Fiscal 2023. The net loss for Fiscal 2024 includes a $9.4 million ($7.2 million, net of tax) gain from insurance proceeds related to legacy environmental matters.
The net loss for Fiscal 2025 and Fiscal 2024 includes a $1.2 million ($0.9 million, net of tax) and $9.4 million ($7.2 million, net of tax), respectively, gain from insurance proceeds related to legacy environmental matters.
Gross margin decreased 3.3% to $1.10 billion in Fiscal 2024 from $1.14 billion in Fiscal 2023 and decreased as a percentage of net sales from 47.6% in Fiscal 2023 to 47.3% in Fiscal 2024, reflecting decreased gross margin as a percentage of net sales in Journeys Group, partially offset by an increase in gross margin as a percentage of net sales in all of our other operating business units.
Gross margin decreased 0.2% to $1.097 billion in Fiscal 2025 from $1.099 billion in Fiscal 2024 and decreased as a percentage of net sales from 47.3% in Fiscal 2024 to 47.2% in Fiscal 2025, reflecting decreased gross margin as a percentage of net sales in Journeys Group and Schuh Group, partially offset by an increase in gross margin as a percentage of net sales in Johnston & Murphy Group and Genesco Brands Group.
We elected the practical expedient within ASC 606 related to taxes that are assessed by a governmental authority, which allows for the exclusion of sales and value added tax from transaction price. A provision for estimated returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded.
We elected the practical expedient within ASC 606 related to taxes that are assessed by a governmental authority, which allows for the exclusion of sales and value added tax from transaction price. Revenue from gift cards is deferred and recognized upon the redemption of the cards. These cards have no expiration date.
The $0.4 million increase in Fiscal 2024 capital expenditures as compared to Fiscal 2023 is primarily due to increases for new stores, renovations and computer hardware, software and warehouse enhancements to drive traffic and omni-channel initiatives, almost offset by decreased capital expenditures for our new corporate headquarters.
Capital Expenditures Capital expenditures were $41.1 million and $60.3 million for Fiscal 2025 and 2024, respectively. The $19.2 million decrease in Fiscal 2025 capital expenditures as compared to Fiscal 2024 is primarily due to decreases in computer hardware, software and warehouse enhancements to drive traffic and omni-channel initiatives and decreases for new stores, partially offset by increased renovations.
The Total Commitments (as defined in the Credit Agreement) for revolving loans is $332.5 million. As of February 3, 2024 we have $32.9 million in U.S. revolver borrowings and $1.8 million (C$2.4 million) related to GCO Canada ULC. We had outstanding letters of credit of $6.9 million under the Credit Facility at February 3, 2024.
The Total Commitments (as defined in the Credit Agreement) for revolving loans is $332.5 million. As of February 1, 2025 we did not have any revolver borrowings outstanding. 36 We had outstanding letters of credit of $5.9 million under the Credit Facility at February 1, 2025. These letters of credit support lease and insurance indemnifications.
The loss from continuing operations before income taxes (“pretax loss") for Fiscal 2024 was $21.8 million, compared to earnings from continuing operations before income taxes ("pretax earnings") of $90.1 million for Fiscal 2023.
Earnings from continuing operations before income taxes (“pretax earnings") for Fiscal 2025 was $9.3 million, compared to a loss from continuing operations before income taxes ("pretax loss") of $21.8 million for Fiscal 2024. Pretax earnings for Fiscal 2025 included asset impairment and other charges of $3.2 million which included $1.8 million for severance and $1.4 million for asset impairments.
The decrease in operating income was primarily due to (i) decreased net sales, (ii) decreased gross margin as a percentage of net sales, primarily reflecting increased promotional activity and (iii) increased selling and administrative expenses as a percentage of net sales reflecting the deleverage of expenses, especially occupancy expense, selling salaries, depreciation and compensation expenses as a result of decreased revenue in Fiscal 2024.
The 220 basis point decrease in operating margin for Johnston & Murphy Group for Fiscal 2025 compared to Fiscal 2024 reflects increased selling and administrative expenses as a percentage of net sales for Fiscal 2025, reflecting the deleverage of expenses, especially marketing expense, selling salaries and compensation expense in part as a result of decreased revenue in Fiscal 2025.
The Facility Agreement expires November 2, 2025, with options to request two one-year extensions to this termination date subject to lender approval, and bears interest at 2.35% over the Bank of England Base Rate. This Facility Agreement replaced Schuh's Facility Letter that would have expired in October 2023. The Facility Agreement includes certain financial covenants specific to Schuh.
On November 2, 2022, Schuh entered into a facility agreement (the "Facility Agreement") with Lloyds Bank PLC (“Lloyds”) for a £19.0 million revolving credit facility. The Facility Agreement expires November 2, 2025, with options to request two one-year extensions to this termination date subject to lender approval, and bears interest at 2.35% over the Bank of England Base Rate.
Current year foreign exchange rates are applied to both current year and prior year comparable sales to achieve a consistent basis for comparison.
Current year foreign exchange rates are applied to both current year and prior year comparable sales to achieve a consistent basis for comparison. Results of Operations—Fiscal 2025 Compared to Fiscal 2024 Our net sales for Fiscal 2025 (52 weeks) were flat at $2.3 billion compared to Fiscal 2024 (53 weeks).
A change of 10% from the recorded amounts for markdowns, shrinkage and damaged goods would have changed inventory by $0.7 million at February 3, 2024.
Failure to make appropriate conclusions regarding these factors may result in an overstatement or understatement of inventory value. A change of 10% from the recorded amounts for markdowns, shrinkage and damaged goods would have changed inventory by $0.9 million at February 1, 2025.
Accordingly, we have recorded the outstanding refund as non-current prepaid income taxes on the Consolidated Balance Sheets as of February 3, 2024. 36 Contractual Obligations The following table sets forth aggregate contractual obligations as of February 3, 2024.
As such, we have moved the receivable from noncurrent prepaid income taxes to prepaids and other current assets on the Consolidated Balance Sheets as of February 1, 2025. 37 Contractual Obligations The following table sets forth aggregate contractual obligations as of February 1, 2025.
Johnston & Murphy Group Fiscal Year Ended % 2024 2023 Change (dollars in thousands) Net sales $ 339,446 $ 314,759 7.8 % Operating income $ 16,314 $ 14,364 13.6 % Operating margin 4.8 % 4.6 % Johnston & Murphy Group net sales increased 7.8% to $339.4 million for Fiscal 2024 from $314.8 million for Fiscal 2023 primarily due to increased total comparable sales of 9% driven by increased store and e-commerce sales, partially offset by decreased wholesale sales.
Johnston & Murphy Group Fiscal Year Ended % 2025 2024 Change (dollars in thousands) Net sales $ 320,208 $ 339,446 (5.7 )% Cost of sales 148,461 160,461 Gross margin 171,747 178,985 (4.0 )% % of sales 53.6 % 52.7 % Selling and administrative expenses 163,331 162,671 0.4 % % of sales 51.0 % 47.9 % Operating income $ 8,416 $ 16,314 (48.4 )% Operating margin 2.6 % 4.8 % Johnston & Murphy Group net sales decreased 5.7% to $320.2 million for Fiscal 2025 from $339.4 million for Fiscal 2024 primarily due to decreased total comparable sales of 2% driven by decreased store and e-commerce comparable sales, a 3% decrease in the average number of Johnston & Murphy stores for Fiscal 2025 and decreased wholesale sales.
These additional markdown accruals reflect all of the above factors as well as current agreements to return products to vendors and vendor agreements to provide markdown support. In addition to markdown allowances, we maintain reserves for shrinkage and damaged goods based on historical rates.
We analyze markdown requirements at the stock number level based on factors such as inventory turn, average selling price and inventory age and we accrue markdowns as necessary. These additional markdown accruals reflect all of the above factors as well as current agreements to return products to vendors and vendor agreements to provide markdown support.
Following certain customary events of default outlined in the Facility Agreement, payment of outstanding amounts due may be accelerated or the commitments may be terminated. The Facility Agreement is secured by charges over all of the assets of Schuh, and Schuh's subsidiary, Schuh (ROI) Limited.
This Facility Agreement replaced Schuh's Facility Letter that would have expired in October 2023. The Facility Agreement includes certain financial covenants specific to Schuh. Following certain customary events of default outlined in the Facility Agreement, payment of outstanding amounts due may be accelerated or the commitments may be terminated.
Cash used in investing activities was flat for Fiscal 2024 compared to Fiscal 2023 as the increased capital expenditures for investments in retail stores and omni-channel was offset by decreased capital expenditures for the new corporate headquarters building.
Cash used in investing activities was $18.9 million lower in Fiscal 2025 compared to Fiscal 2024 reflecting decreased capital expenditures primarily related to omni-channel capabilities and investments in retail stores.
Liquidity and Capital Resources 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 flow from operations has been generated principally in the fourth quarter of each fiscal year.
Historically, cash flow from operations has been generated principally in the fourth quarter of each fiscal year.
The decrease in net sales was driven by decreased store sales at Journeys Group and decreased wholesale sales, partially offset by an 8% increase in e-commerce comparable sales for the total Company, strong store performance at Schuh and Johnston & Murphy and an $8.7 million favorable foreign exchange impact on sales due to changes in foreign exchange rates.
Net sales in Fiscal 2025 included a total comparable sales decrease of 2% driven by decreased store sales, partially offset by increased e-commerce comparable sales, accelerating to over 40% of Schuh sales, and a favorable impact of $9.0 million in sales due to changes in foreign exchange rates. Schuh's sales decreased 2% on a local currency basis for Fiscal 2025.
The overall decrease in gross margin as a percentage of net sales reflects increased promotional activity at Journeys and Johnston & Murphy and increased shipping and warehouse expense at Johnston & Murphy, primarily reflecting increased warehouse costs.
The overall decrease in gross margin as a percentage of net sales reflects increased promotional activity at Schuh Group, partially offset by better initial margins and lower wholesale reserves at Johnston & Murphy Group and a favorable change in product mix at Genesco Brands Group.
In addition, operating income included a favorable impact of $1.3 million due to changes in foreign exchange rates compared to last year. Selling and 33 administrative expenses increased as a percentage of net sales reflecting increased selling salaries, marketing expense and performance-based compensation expense, partially offset by decreased occupancy expense.
The 110 basis point improvement in operating margin for Journeys Group in Fiscal 2025 compared to Fiscal 2024 was primarily due to decreased selling and administrative expenses as a percentage of net sales reflecting decreased occupancy, compensation and freight expenses, partially offset by increased performance-based compensation and marketing expenses.
We repurchased 1,360,909 shares during Fiscal 2022 at a cost of $82.8 million or an average of $60.88 per share. During the first quarter of Fiscal 2025, through March 27, 2024, we did not repurchase any shares.
We repurchased 1,380,272 shares during Fiscal 2023 at a cost of $72.7 million or an average of $52.66 per share. During the first quarter of Fiscal 2026, through March 26, 2025, we repurchased 469,325 shares at a cost of $10.0 million or an average of $21.31 per share.
Selling and administrative expenses increased as a percentage of net sales reflecting deleverage of expenses as a result of decreased revenue in Fiscal 2024 as well as increased performance-based compensation expense. 34 Corporate, Interest Expenses and Other Charges Corporate and other expense for Fiscal 2024 was $62.3 million compared to $32.5 million for Fiscal 2023.
Gross margin increased as a percentage of net sales which also contributed to the operating margin improvement, reflecting a favorable brand sales mix shift. Corporate, Interest Expenses and Other Charges Corporate and other expense for Fiscal 2025 decreased 39% to $37.8 million compared to $62.3 million for Fiscal 2024.
Cash – Our cash balances are held in our bank accounts and not invested at this time. We did not have significant exposure to changing interest rates on invested cash at February 3, 2024. As a result, we consider the interest rate risk implicit in these investments at February 3, 2024 to be low.
Outstanding Debt – We do not have any outstanding revolver borrowings as of February 1, 2025. Cash and Cash Equivalents – Our cash and cash equivalent balances are held in our bank accounts and are invested primarily in institutional money market funds. We did not have significant exposure to changing interest rates on invested cash at February 1, 2025.
Selling and administrative expenses increased as a percentage of net sales from 43.7% in Fiscal 2023 to 46.5% in Fiscal 2024, reflecting increased expenses as a percentage of net sales in all of our operating business units.
Selling and administrative expenses decreased 10 basis points as a percentage of net sales in Fiscal 2025 compared to Fiscal 2024 from 46.5% to 46.4%, reflecting decreased expenses as a percentage of net sales at Journeys Group and Genesco Brands Group, partially offset by increased expenses as a percentage of net sales at Schuh Group and Johnston & Murphy Group.
Total comparable sales decreased 4% for Fiscal 2024, with same store sales down 7% and comparable direct sales up 8%.
Total comparable sales increased 3% for Fiscal 2025, with same store sales flat and comparable e-commerce sales up 12%.
Inherent in the analysis of both wholesale and retail inventory valuation are subjective judgments about current market conditions, fashion trends and overall economic conditions. Failure to make appropriate conclusions regarding these factors may result in an overstatement or understatement of inventory value.
In addition to markdown allowances, we maintain reserves for shrinkage and damaged goods based on historical rates. Inherent in the analysis of both wholesale and retail inventory valuation are subjective judgments about current market conditions, fashion trends and overall economic conditions as well as expectations surrounding future sales.
(in thousands) Contractual Obligations Total Current Long-Term Long-Term Debt Obligations $ 34,682 $ — $ 34,682 Operating Lease Obligations (1) 566,926 152,087 414,839 Purchase Obligations (2) 8,495 8,495 — Other Long-Term Liabilities 539 153 386 Total Contractual Obligations $ 610,642 $ 160,735 $ 449,907 (1) Operating lease obligations excludes $10.5 million for leases signed but not yet commenced.
(in thousands) Contractual Obligations Total Current Long-Term Long-Term Debt Obligations $ — $ — $ — Operating Lease Obligations (1) 572,243 147,883 424,360 Other Long-Term Liabilities 508 153 355 Total Contractual Obligations $ 572,751 $ 148,036 $ 424,715 (1) Operating lease obligations excludes $27.9 million for leases signed but not yet commenced.
Johnston & Murphy Group operating income for Fiscal 2024 increased 13.6% to $16.3 million compared to $14.4 million in Fiscal 2023. The increase was primarily due to (i) increased net sales and (ii) increased gross margin as a percentage of net sales reflecting a decrease in air freight, partially offset by increased retail markdowns, warehouse costs and increased inventory reserves.
The 240 basis point decrease in operating margin for Fiscal 2025 compared to Fiscal 2024 reflects decreased gross margin as a percentage of net sales reflecting a more promotional environment at Schuh Group during Fiscal 2025, partially offset by decreased shipping and warehouse expenses.
For lease payments in foreign currencies, the incremental borrowing rate is adjusted to be reflective of the risk associated with the respective currency. See Item 8, Note 9, "Leases", to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information related to leases.
See Item 8, Note 11, "Income Taxes", to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information. The net loss for Fiscal 2025 was $18.9 million, or $1.74 diluted loss per share compared to a net loss of $16.8 million, or $1.50 diluted loss per share for Fiscal 2024.
The operating loss for Genesco Brands Group in Fiscal 2024 was basically break even compared to an operating loss of $0.7 million in Fiscal 2023. The improvement in the operating loss was primarily due to increased gross margin as a percentage of net sales reflecting the easing of freight and logistics pressures, favorable changes in product mix and increased prices.
The 540 basis point improvement in operating margin for Genesco Brands Group in Fiscal 2025 was primarily due to decreased selling and administrative expenses as a percentage of net sales reflecting decreased royalty, marketing and other expenses primarily as a result of an amendment to the Levi's license agreement, partially offset by increased performance-based compensation and freight expenses.
Schuh Group Fiscal Year Ended % 2024 2023 Change (dollars in thousands) Net sales $ 480,164 $ 432,002 11.1 % Operating income $ 21,435 $ 17,601 21.8 % Operating margin 4.5 % 4.1 % Net sales from the Schuh Group increased 11.1% to $480.2 million for Fiscal 2024 compared to $432.0 million for Fiscal 2023, primarily due to increased total comparable sales of 6% driven by increased e-commerce and store sales and a favorable impact of $11.8 million in sales due to changes in foreign exchange rates.
Gross margin decreased by 10 basis points as a percentage of net sales in Fiscal 2025, reflecting changes in product mix, partially offset by decreased markdowns. 33 Schuh Group Fiscal Year Ended % 2025 2024 Change (dollars in thousands) Net sales $ 479,891 $ 480,164 (0.1 )% Cost of sales 280,395 273,588 Gross margin 199,496 206,576 (3.4 )% % of sales 41.6 % 43.0 % Selling and administrative expenses 189,297 185,141 2.2 % % of sales 39.4 % 38.6 % Operating income $ 10,199 $ 21,435 (52.4 )% Operating margin 2.1 % 4.5 % Net sales from the Schuh Group were flat at $479.9 million for Fiscal 2025 compared to $480.2 million for Fiscal 2024.
Removed
We have not disclosed comparable sales for Fiscal 2023, 31 as we believe that overall sales was a more meaningful metric in Fiscal 2023 due to the impact of the COVID-19 pandemic and related extended store closures that occurred in the first quarter of Fiscal 2022.
Added
The flat net sales for Fiscal 2025 reflected an increase in comparable e-commerce sales offset by 63 net store closings, the negative impact of the extra week in Fiscal 2024 due the 53-week calendar shift and decreased wholesale sales. Excluding the 53rd week in Fiscal 2024, net sales increased 1.1% for Fiscal 2025.
Removed
Results of Operations—Fiscal 2024 Compared to Fiscal 2023 Our net sales for Fiscal 2024 decreased 2.5% to $2.32 billion from $2.38 billion in Fiscal 2023. Included in Fiscal 2024 was a 53rd week compared to a 52-week in Fiscal 2023. Excluding the 53rd week, net sales decreased 3.6% for Fiscal 2024.
Added
Inflationary pressures and economic uncertainty continue to impact the discretionary spending behavior of our consumers. Consumers continue to show a willingness to shop when there is a reason and retreat when there is not. Consumers remain selective in their purchases and we continue to innovate and add freshness to our assortments to satisfy our customers.
Removed
Inflationary pressures and economic uncertainty continue to impact the discretionary spending behavior of our consumers. The shopping behavior of our Journeys consumer, in particular, has shifted toward shopping almost exclusively for key footwear items, putting more pressure on our core product assortment.
Added
Selling and administrative expenses in Fiscal 2025 decreased to $1.080 billion compared to $1.082 billion in Fiscal 2024.
Removed
All of these decreases to gross margin are partially offset by a more elevated product mix at Schuh as well as reduced duties and freight from the new ROI-based distribution center, decreased air freight at Johnston & Murphy and easing of freight and logistics pressures, favorable changes in product mix and increased prices at Genesco Brands.
Added
Operating margin was 0.6% in Fiscal 2025 compared to an operating margin loss of (0.6)% in Fiscal 2024 reflecting improved operating margin at Journeys Group and Genesco Brands Group, partially offset by decreased operating margin at Schuh Group and Johnston & Murphy Group.
Removed
Pretax earnings for Fiscal 2023 included an asset impairment and other charge of $0.9 million which included $1.6 million for asset impairments, partially offset by a $0.7 million gain on the termination of the pension plan.
Added
The improvement in operating margin in Fiscal 2025 primarily reflects a non-cash goodwill impairment charge of $28.5 million in Fiscal 2024 and decreased selling and administrative expenses as a percentage of net sales, partially offset by decreased gross margin as a percentage of net sales in Fiscal 2025 compared to Fiscal 2024.
Removed
The effective income tax rate was (8.5%) for Fiscal 2024 compared to 19.8% for Fiscal 2023.
Added
The higher effective tax rate for Fiscal 2025 compared to Fiscal 2024 reflects a $26.2 million U.S. valuation allowance recorded in Fiscal 2025, reflecting the uncertainty regarding our ability to realize the benefit of our general tax attributes in the U.S.
Removed
The effective tax rate for Fiscal 2024 was lower compared to Fiscal 2023, reflecting the impact of recording a valuation allowance against certain tax attributes that we no longer believe it is more-likely-than-not we will realize the benefit, partially offset by accrued interest related to a IRS refund that is due to the Company.
Added
Journeys Group Fiscal Year Ended % 2025 2024 Change (dollars in thousands) Net sales $ 1,398,922 $ 1,363,835 2.6 % Cost of sales 715,723 696,351 Gross margin 683,199 667,484 2.4 % % of sales 48.8 % 48.9 % Selling and administrative expenses 656,854 656,412 0.1 % % of sales 47.0 % 48.1 % Operating income $ 26,345 $ 11,072 137.9 % Operating margin 1.9 % 0.8 % Net sales from Journeys Group increased 2.6% to $1.40 billion for Fiscal 2025 compared to $1.36 billion for Fiscal 2024.
Removed
See Item 8, Note 11, "Income Taxes", to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information. 32 Journeys Group Fiscal Year Ended % 2024 2023 Change (dollars in thousands) Net sales $ 1,363,835 $ 1,482,203 (8.0 )% Operating income $ 11,072 $ 94,404 (88.3 )% Operating margin 0.8 % 6.4 % Net sales from Journeys Group decreased 8.0% to $1.4 billion for Fiscal 2024 compared to $1.5 billion for Fiscal 2023, primarily due to a total comparable sales decrease of 9% driven by decreased store sales, partially offset by increased digital comparable sales.
Added
The increase in net sales was primarily due to a total comparable sales increase of 6% driven by increased comparable e-commerce sales and increased same store sales, partially offset by a 5% decrease in the average number of Journeys stores for Fiscal 2025 due to 57 net store closures and a decrease in sales related to the 53-week calendar shift.
Removed
In addition, there was a 3% decrease in the average number of Journeys stores for Fiscal 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK We incorporate by reference the information regarding market risk appearing under the heading “Financial Market Risk” in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations." 41
Biggest changeITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK We incorporate by reference the information regarding market risk appearing under the heading “Financial Market Risk” in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations." 42

Other GCO 10-K year-over-year comparisons