UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to |
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Zip Code) |
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(Address of principal executive offices) |
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Registrant's telephone number, including area code: (
Former address:
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer; an accelerated filer; a non-accelerated filer; a smaller reporting company; or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes
As of May 27, 2022, there were
INDEX
2
cautionary notice regarding forward-looking statements
Statements in this Quarterly Report on Form 10-Q include certain forward-looking statements, which include statements regarding our intent, belief or expectations and all statements other than those made solely with respect to historical fact. Actual results could differ materially from those reflected by the forward-looking statements in this Quarterly Report on Form 10-Q and a number of factors may adversely affect the forward-looking statements and our future results, liquidity, capital resources or prospects. These include, but are not limited to, risks related to public health and safety issues, including, for example, risks related to the ongoing novel coronavirus ("COVID-19") pandemic; disruptions to our business, sales, supply chain and financial results; the level of consumer spending on our merchandise and interest in our brands and in general, the level and timing of promotional activity necessary to maintain inventories at appropriate levels; our ability to pass on price increases to our customers; the timing and amount of any share repurchases by us; risks related to doing business internationally, including the manufacturing of a portion of our products in China; the imposition of tariffs on products imported by us or our vendors as well as the ability and costs to move production of products in response to tariffs; our ability to obtain from suppliers products that are in-demand on a timely basis and effectively manage disruptions in product supply or distribution; unfavorable trends in fuel costs, foreign exchange rates, foreign labor and material costs; a disruption in shipping or increase in cost of our imported products, and other factors affecting the cost of products; our dependence on third-party vendors and licensors for the products we sell; the effects of the withdrawal of the United Kingdom ("U.K.") from the European Union ("Brexit") and other sources of market weakness in the U.K. and the Republic of Ireland (the “ROI”); the effectiveness of our omnichannel initiatives; costs associated with changes in minimum wage and overtime requirements; wage pressure in the U.S. and the U.K.; labor shortages; the effects of inflation, including our ability to pass increased cost on to consumers; effects resulting from wars and other military operations; the evolving regulatory landscape related to our use of social media; the establishment and protection of our intellectual property; weakness in the consumer economy and retail industry; competition and fashion trends in our markets, including trends with respect to the popularity of casual and dress footwear; weakness in shopping mall traffic; any failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses; risks related to the potential for terrorist events; changes in buying patterns by significant wholesale customers; changes in consumer preferences; our ability to continue to complete and integrate acquisitions; our ability to expand our business and diversify our product base; impairment of goodwill in connection with acquisitions; payment related risks that could increase our operating cost, expose us to fraud or theft, subject us to potential liability and disrupt our business; retained liabilities associated with divestitures of businesses including potential liabilities under leases as the prior tenant or as a guarantor of certain leases; and changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons. Additional factors that could cause differences from expectations include our ability to open additional retail stores, renew leases in existing stores, control or lower occupancy costs, to conduct required remodeling or refurbishment on schedule and at expected expense levels; realize anticipated cost savings, including rent savings; realize any anticipated tax benefits, and achieve expected digital gains and gain market share; deterioration in the performance of individual businesses or of our market value relative to our book value, resulting in impairments of fixed assets, operating lease right of use assets or intangible assets or other adverse financial consequences and the timing and amount of such impairments or other consequences; unexpected changes to the market for our shares or for the retail sector in general; costs and reputational harm as a result of disruptions in our business or information technology systems either by security breaches and incidents or by potential problems associated with the implementation of new or upgraded systems, and the cost and outcome of litigation, investigations and environmental matters that involve us. For a full discussion of risk factors, see Item 1A, "Risk Factors".
Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, which should be read in conjunction with the forward-looking statements in this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.
The events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. As a result, our actual results may differ materially from the results contemplated by these forward-looking statements.
We maintain a website at www.genesco.com where investors and other interested parties may obtain, free of charge, press releases and other information as well as gain access to our periodic filings with the Securities and Exchange Commission (“SEC”). The information contained on this website should not be considered to be a part of this or any other report filed with or furnished to the SEC.
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Genesco Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
Assets |
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April 30, 2022 |
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January 29, 2022 |
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May 1, 2021 |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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$ |
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Accounts receivable, net of allowances of $ |
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$ |
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Inventories |
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Prepaids and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right of use assets |
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Goodwill |
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Other intangibles |
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Deferred income taxes |
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Other noncurrent assets |
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Total Assets |
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Liabilities and Equity |
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Current Liabilities: |
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Accounts payable |
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Current portion - operating lease liabilities |
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Other accrued liabilities |
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Total current liabilities |
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Long-term debt |
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Long-term operating lease liabilities |
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Other long-term liabilities |
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Total liabilities |
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Equity |
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Non-redeemable preferred stock |
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Common equity: |
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Common stock, $ |
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Authorized: |
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Issued common stock |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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Treasury shares, at cost ( |
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Total equity |
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Total Liabilities and Equity |
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$ |
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$ |
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$ |
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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
4
Genesco Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
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Three Months Ended |
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April 30, 2022 |
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May 1, 2021 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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Gross margin |
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Selling and administrative expenses |
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Asset impairments and other, net |
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Operating income |
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Other components of net periodic benefit cost (income) |
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Interest expense (net of interest income of $ |
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Earnings from continuing operations before income taxes |
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Income tax expense |
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Earnings from continuing operations |
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Loss from discontinued operations, net of tax |
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Net Earnings |
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$ |
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$ |
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Basic earnings per common share: |
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Continuing operations |
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$ |
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$ |
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Discontinued operations |
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Net earnings |
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$ |
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$ |
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Diluted earnings per common share: |
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Continuing operations |
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$ |
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$ |
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Discontinued operations |
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Net earnings |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
5
Genesco Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
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Three Months Ended |
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April 30, 2022 |
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May 1, 2021 |
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Net earnings |
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$ |
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$ |
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Other comprehensive income (loss): |
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Postretirement liability adjustments, net of tax |
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( |
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Foreign currency translation adjustments |
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Total other comprehensive income (loss) |
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( |
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Comprehensive Income |
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$ |
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$ |
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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
6
Genesco Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
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Three Months Ended |
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April 30, 2022 |
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May 1, 2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net earnings |
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$ |
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$ |
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Adjustments to reconcile net earnings to net cash provided by (used in) |
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operating activities: |
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Depreciation and amortization |
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Deferred income taxes |
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( |
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Impairment of long-lived assets |
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Share-based compensation expense |
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Other |
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Changes in working capital and other assets and liabilities, net of |
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Accounts receivable |
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( |
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( |
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Inventories |
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( |
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( |
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Prepaids and other current assets |
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( |
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Accounts payable |
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Other accrued liabilities |
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( |
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Other assets and liabilities |
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( |
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( |
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Net cash provided by (used in) operating activities |
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( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital expenditures |
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( |
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( |
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Net cash used in investing activities |
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( |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Borrowings under revolving credit facility |
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Payments on revolving credit facility |
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( |
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( |
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Shares repurchased related to share repurchase plan |
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( |
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Change in overdraft balances |
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( |
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Other |
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( |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Effect of foreign exchange rate fluctuations on cash |
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( |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental information: |
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Interest paid |
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$ |
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$ |
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Income taxes paid |
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Cash paid for amounts included in measurement of operating lease liabilities |
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Operating lease assets obtained in exchange for new operating lease liabilities |
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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
7
Genesco Inc. and Subsidiaries
Condensed Consolidated Statements of Equity
(In thousands)
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Non- |
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Common |
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Additional |
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Retained |
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Accumulated |
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Treasury |
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Total |
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Balance January 30, 2021 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Other |
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( |
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— |
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— |
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— |
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Balance May 1, 2021 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Non- |
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Common |
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Additional |
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Retained |
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Accumulated |
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Treasury |
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Total |
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Balance January 29, 2022 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Restricted stock issuance |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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Shares repurchased |
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— |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
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Other |
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( |
) |
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( |
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— |
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— |
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— |
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Balance April 30, 2022 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
) |
$ |
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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
8
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1
Summary of Significant Accounting Policies
Basis of Presentation
The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending January 28, 2023 ("Fiscal 2023") and of the fiscal year ended January 29, 2022 ("Fiscal 2022"). All subsidiaries are consolidated in the Condensed Consolidated Financial Statements. All significant intercompany transactions and accounts have been eliminated. The results of operations for any interim period are not necessarily indicative of results for the full year. The Condensed Consolidated Financial Statements and the related Notes have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The Condensed Consolidated Balance Sheet as of January 29, 2022 has been derived from the audited financial statements at that date. These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and Notes for Fiscal 2022, which are contained in our Annual Report on Form 10-K as filed with the SEC on March 23, 2022.
Nature of Operations
Genesco Inc. and its subsidiaries (collectively the "Company", "Genesco," "we", "our", or "us") business includes the sourcing and design, marketing and distribution of footwear and accessories through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys®, Journeys Kidz®, Little Burgundy® and Johnston & Murphy® banners and under the Schuh® banner in the United Kingdom (“U.K.”) and the Republic of Ireland (“ROI”); through catalogs and e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, littleburgundyshoes.com, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com, johnstonmurphy.ca, nashvillewarehouse.com and dockersshoes.com and at wholesale, primarily under our Johnston & Murphy brand, the licensed Levi's® brand, the licensed Dockers® brand, the licensed G.H. Bass® brand and other brands that we license for footwear. At April 30, 2022, we operated
During the three months ended April 30, 2022 and May 1, 2021, we operated
Cash and Cash Equivalents
There were cash equivalents of $
Selling and Administrative Expenses
Wholesale costs of distribution are included in selling and administrative expenses on the Condensed Consolidated Statements of Operations in the amount of $
Retail occupancy costs recorded in selling and administrative expense were $
Advertising Costs
Advertising costs were $
9
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1
Summary of Significant Accounting Policies, Continued
Vendor Allowances
Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $
COVID-19 Pandemic
The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant.
New Accounting Pronouncements
We do not currently have any new accounting pronouncements pending adoption.
Note 2
Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill by segment were as follows:
(In thousands) |
|
Journeys |
|
|
Licensed |
|
|
Total |
|
|||
Balance, January 29, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Effect of foreign currency exchange rates |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, April 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other intangibles by major classes were as follows:
|
|
Trademarks |
|
Customer Lists |
|
|
Other |
|
|
Total |
|
||||||||||||||||||||
(In thousands) |
|
Apr. 30, 2022 |
|
|
Jan. 29, |
|
Apr. 30, 2022 |
|
|
Jan. 29, |
|
|
Apr. 30, 2022 |
|
|
Jan. 29, |
|
|
Apr. 30, 2022 |
|
|
Jan. 29, |
|
||||||||
Gross other intangibles |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Accumulated amortization |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Net Other Intangibles |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Note 3
Asset Impairments and Other Charges
We recorded a pretax gain of $
We recorded pretax charges of $
10
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 4
Inventories and Other Current Accrued Liabilities
Inventory
(In thousands) |
|
April 30, 2022 |
|
|
January 29, 2022 |
|
||
Wholesale finished goods |
|
$ |
|
|
$ |
|
||
Retail merchandise |
|
|
|
|
|
|
||
Total Inventories |
|
$ |
|
|
$ |
|
||
Other Current Accrued Liabilities
(In thousands) |
April 30, 2022 |
|
January 29, 2022 |
|
||
Accrued employee compensation(1) |
$ |
|
$ |
|
||
Accrued other taxes |
|
|
|
|
||
Accrued income taxes |
|
|
|
|
||
Provision for discontinued operations |
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
||
Total Other Current Accrued Liabilities |
$ |
|
$ |
|
||
(1)
Note 5
Fair Value
Fair Value of Financial Instruments
The carrying amounts and fair values of our financial instruments at April 30, 2022 and January 29, 2022 are as follows:
Fair Values |
|
|
|
|||||||||||||
(In thousands) |
|
April 30, 2022 |
|
|
January 29, 2022 |
|
||||||||||
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
U.S. Revolver Borrowings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Debt fair values were determined using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified in Level 2 within the fair value hierarchy.
11
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 6
Earnings Per Share
Weighted-average number of shares used to calculate earnings per share are as follows:
|
|
Three Months Ended |
|
|
|||||
(Shares in thousands) |
|
April 30, 2022 |
|
|
May 1, 2021 |
|
|
||
Weighted-average number of shares - basic |
|
|
|
|
|
|
|
||
Common stock equivalents |
|
|
|
|
|
|
|
||
Weighted-average number of shares - diluted |
|
|
|
|
|
|
|
||
We repurchased
Note 7
Long-Term Debt
(In thousands) |
|
April 30, 2022 |
|
|
January 29, 2022 |
|
||
U.S. revolver borrowings |
|
$ |
|
|
$ |
|
||
Total long-term debt |
|
|
|
|
|
|
||
Current portion |
|
|
|
|
|
|
||
Total Noncurrent Portion of Long-Term Debt |
|
$ |
|
|
$ |
|
||
We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Letter as of April 30, 2022.
Note 8
Legal Proceedings
Environmental Matters
The Company has legacy obligations including environmental monitoring and reporting costs related to: (i) a 2016 Consent Judgment entered into with the United States Environmental Protection Agency involving the site of a knitting mill operated by a former subsidiary of ours from 1965 to 1969 in Garden City, New York; and (ii) a 2010 Consent Decree with the Michigan Department of Natural Resources and Environment relating to our former Volunteer Leather Company facility in Whitehall, Michigan. We do not expect that future obligations related to either of these sites will have a material effect on our financial condition or results of operations.
Accrual for Environmental Contingencies
Related to all outstanding environmental contingencies, we had accrued $
In addition to the matters specifically described in this Note, we are a party to other legal and regulatory proceedings and claims arising in the ordinary course of our business. While management does not believe that our liability with respect to any of these other matters is likely to have a material effect on our financial statements, legal proceedings are subject to inherent uncertainties, and unfavorable rulings could have a material adverse impact on our financial statements.
12
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 9
Commitments
Note 10
Business Segment Information
Three Months Ended April 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(In thousands) |
|
Journeys |
|
|
Schuh |
|
|
Johnston |
|
|
Licensed |
|
|
Corporate |
|
|
Consolidated |
|
||||||
Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Intercompany sales |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net sales to external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Segment operating income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Asset impairments and other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other components of net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Earnings (loss) from continuing operations before income taxes |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Total assets (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(1) Asset impairments and other includes a $
(2) Of our $
13
Genesco Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 10
Business Segment Information, Continued
Three Months Ended May 1, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(In thousands) |
|
Journeys |
|
|
Schuh |
|
|
Johnston |
|
|
Licensed |
|
|
Corporate |
|
|
Consolidated |
|
||||||
Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Intercompany sales |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net sales to external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Segment operating income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Asset impairments and other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Operating income (loss) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Other components of net periodic benefit income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Earnings (loss) from continuing operations before income taxes |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Total assets (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(1) Asset impairments and other includes a $
(2) Of our $
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This section discusses management’s view of the financial condition, results of operations and cash flows of the Company. This section should be read in conjunction with the information contained in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, including the Risk Factors section, and information contained elsewhere in this Quarterly Report on Form 10-Q, including the Condensed Consolidated Financial Statements and notes to those financial statements. The results of operations for any interim period may not necessarily be indicative of the results that may be expected for any future interim period or the entire fiscal year.
Summary of Results of Operations
Our net sales decreased 3.3% to $520.7 million for the first quarter of Fiscal 2023 compared to $538.7 million for the first quarter of Fiscal 2022. The sales decrease was driven by decreased comparable direct sales, partially offset by increased sales in the wholesale and store channels and a difficult comparison due to U.S. government stimulus-fueled consumer spending last year. The store channel increase was led by our Schuh Group business as its stores were only open 19% of possible days in the first quarter last year. Journeys Group sales decreased 16% in the first quarter this year, as Journeys was the beneficiary of government stimulus-fueled consumer spending in the first quarter last year, while Schuh Group sales increased 28%, Johnston & Murphy Group sales increased 46% and Licensed Brands sales increased 5% during the first quarter of Fiscal 2023 compared to the same quarter of Fiscal 2022.
Gross margin as a percentage of net sales increased to 48.3% during the first quarter of Fiscal 2023, compared to 47.8% for the first quarter of Fiscal 2022. This reflects increased gross margin as a percentage of net sales in all of our operating business units except Johnston & Murphy Group, primarily due to lower shipping and warehouse expense as a result of lower e-commerce penetration, increased full-price selling and price increases partially offset by the channel mix impact of increased wholesale sales and increased freight and logistics costs as a result of supply chain challenges.
Selling and administrative expenses as a percentage of net sales increased to 46.8% of net sales during the first quarter of Fiscal 2023 from 44.5% for the first quarter of Fiscal 2022, reflecting increased expenses as a percentage of net sales at Journeys Group and Schuh Group, partially offset by decreased expenses as a percentage of net sales at Johnston & Murphy Group and Licensed Brands. The overall increase in expenses as a percentage of net sales is due to more normalized occupancy expense as a result of the one-time benefits for rent credits and government tax relief to the COVID-19 pandemic in the U.K. in the first quarter last year, as well as increased selling salaries and compensation expense, partially offset by decreased performance-based compensation expense.
Operating margin was 1.6% for the first quarter of Fiscal 2023 compared to 2.9% in the first quarter of Fiscal 2022, reflecting decreased operating margin in Journeys Group, partially offset by improved operating margins in all our other operating business units. The decrease in operating margin for the first quarter this year compared to the first quarter last year was driven by more normalized expenses as a percentage of net sales.
Significant Developments
COVID-19
We closely monitored, and will continue to closely monitor, the impact of the COVID-19 pandemic on all facets of our business, including the impact on our employees, customers, suppliers, vendors, business partners and supply chain networks. Although we believe our sales were affected in the first quarter of Fiscal 2023 by the global and domestic supply chain challenges, primarily in the form of lower merchandise in-stock levels in our Journeys retail stores but also in our Johnston & Murphy stores, we have seen some improvement in our in-stock levels by the end of our first quarter of Fiscal 2023. These supply chain challenges remain ongoing and there can be no assurance that we will continue to experience improvements in our in-stock levels or that in-stock levels will reach the optimal levels to satisfy demand.
There are numerous uncertainties surrounding the COVID-19 pandemic and its impact on the economy and our business, as further described in the Risk Factors section under Part I, Item 1A of our Fiscal 2022 Form 10-K, which make it difficult to predict the impact on our business, financial position, or results of operations in Fiscal 2023 and beyond. We cannot predict these uncertainties, or the corresponding impacts on our business, at this time.
Critical Accounting Estimates
We discuss our critical accounting estimates in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations", in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022. We describe our significant accounting policies in Note 1, "Summary of Significant Accounting Policies", of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022. There have been no other significant changes in our definition of significant accounting policies or critical accounting estimates since the end of Fiscal 2022.
Key Performance Indicators
In assessing the performance of our business, we consider a variety of performance and financial measures. The key performance indicators we use to evaluate the financial condition and operating performance of our business are comparable sales, net sales, gross margin, operating income
15
and operating margin. These key performance indicators should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the U.S. GAAP financial measures presented herein. These measures may not be comparable to similarly-titled performance indicators used by other companies.
Comparable Sales
We consider comparable sales to be an important indicator of our current performance, and investors may find it useful as such. Comparable sales results are important to achieve leveraging of our costs, including occupancy, selling salaries, depreciation, etc. Comparable sales also have a direct impact on our total net revenue, cash and working capital. We define "comparable sales" as sales from stores open longer than one year, beginning with the first day a store has comparable sales (which we refer to as "same store sales"), and sales from websites operated longer than one year and direct mail catalog sales (which we refer to in this report as "comparable direct sales"). Temporarily closed stores are excluded from the comparable sales calculation if closed for more than seven days. Expanded stores are excluded from the comparable sales calculation until the first day an expanded store has comparable prior year sales. Current year foreign exchange rates are applied to both current year and prior year comparable sales to achieve a consistent basis for comparison. We have not disclosed comparable sales for the first three months of Fiscal 2023, as we believe that overall sales is a more meaningful metric during this period due to the impact of the COVID-19 pandemic and related extensive store closures during the first quarter of Fiscal 2022.
Results of Operations – First Quarter of Fiscal 2023 Compared to First Quarter of Fiscal 2022
Our net sales in the first quarter of Fiscal 2023 decreased 3.3% to $520.7 million compared to $538.7 million in the first quarter of Fiscal 2022. The sales decrease was driven by decreased comparable direct sales, partially offset by increased sales in the wholesale and store channels and a difficult comparison due to U.S. government stimulus-fueled consumer spending last year. The store channel increase was led by our Schuh Group business as its stores were only open 19% of possible days in the first quarter of Fiscal 2022 versus 100% of possible days in the first quarter of Fiscal 2023.
Gross margin decreased 2.4% to $251.4 million in the first quarter of Fiscal 2023 from $257.7 million in the first quarter of Fiscal 2022 but increased as a percentage of net sales from 47.8% to 48.3%, reflecting increased gross margin as a percentage of net sales in all of our operating business units except Johnston & Murphy Group, primarily due to lower shipping and warehouse expense as a result of lower e-commerce penetration, increased full-price selling and price increases, partially offset by the channel mix impact of increased wholesale sales and increased freight and logistics costs as a result of supply chain challenges.
Selling and administrative expenses in the first quarter of Fiscal 2023 increased 1.7% and increased as a percentage of net sales from 44.5% to 46.8%, reflecting increased expenses as a percentage of net sales at Journeys Group and Schuh Group, partially offset by decreased expenses as a percentage of net sales at Johnston & Murphy Group and Licensed Brands. The overall increase in expenses as a percentage of net sales is due to more normalized occupancy expense as a result of the one-time benefits for rent credits and government tax relief related to the COVID-19 pandemic in the U.K. in the first quarter last year, as well as increased selling salaries and compensation expense, partially offset by decreased performance-based compensation expense. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.
Earnings from continuing operations before income taxes (“pretax earnings”) for the first quarter of Fiscal 2023 were $7.9 million compared to $14.8 million for the first quarter of Fiscal 2022. Pretax earnings for the first quarter of Fiscal 2023 included an asset impairment and other gain of $0.3 million for a gain on the termination of the pension plan, partially offset by retail store asset impairments. Pretax earnings for the first quarter of Fiscal 2022 included asset impairments and other charges of $2.7 million for professional fees related to the actions of an activist shareholder and retail store asset impairments.
We recorded an effective income tax rate of 36.7% and 40.1% in the first quarter of Fiscal 2023 and Fiscal 2022, respectively. The tax rate for the first quarter of Fiscal 2023 is lower than Fiscal 2022, reflecting a reduction in the amount of foreign losses for which we are unable to recognize a tax benefit.
Net earnings for the first quarter of Fiscal 2023 were $4.9 million, or $0.37 diluted earnings per share compared to $8.9 million, or $0.60 diluted earnings per share, for the first quarter of Fiscal 2022.
16
Journeys Group
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
April 30, 2022 |
|
|
May 1, 2021 |
|
|
% |
|
|||
|
|
(dollars in thousands) |
|
|
|
|
||||||
Net sales |
|
$ |
314,445 |
|
|
$ |
376,548 |
|
|
|
(16.5 |
)% |
Operating income |
|
$ |
14,930 |
|
|
$ |
33,124 |
|
|
|
(54.9 |
)% |
Operating margin |
|
|
4.7 |
% |
|
|
8.8 |
% |
|
|
|
|
Net sales from Journeys Group decreased 16.5% to $314.4 million for the first quarter of Fiscal 2023, compared to $376.5 million for the first quarter of Fiscal 2022, primarily due to decreased store sales and decreased digital comparable growth. Journeys was the beneficiary of government stimulus-fueled consumer spending in the first quarter of Fiscal 2022 and experienced a lack of inventory in the first quarter this year to fill demand due to the impact of supply chain disruptions. Journeys Group operated 1,130 stores at the end of the first quarter of Fiscal 2023, including 229 Journeys Kidz stores, 47 Journeys stores in Canada and 36 Little Burgundy stores in Canada, compared to 1,143 stores at the end of the first quarter of last year, including 230 Journeys Kidz stores, 47 Journeys stores in Canada and 37 Little Burgundy stores in Canada.
Journeys Group had operating income of $14.9 million for the first quarter of Fiscal 2023 compared to $33.1 million for the first quarter of Fiscal 2022. The decrease of 54.9% in operating income for Journeys Group was due to (i) decreased net sales and (ii) increased selling and administrative expenses as a percentage of net sales reflecting the deleverage of expenses, especially occupancy and selling salaries, as a result of decreased revenue in the first quarter this year, partially offset by decreased performance-based compensation expense. Gross margin increased as a percentage of net sales in the first quarter of Fiscal 2023 compared to the first quarter of Fiscal 2022, reflecting lower shipping and warehouse expense.
Schuh Group
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
April 30, 2022 |
|
|
May 1, 2021 |
|
|
% |
|
|||
|
|
(dollars in thousands) |
|
|
|
|
||||||
Net sales |
|
$ |
88,159 |
|
|
$ |
68,711 |
|
|
|
28.3 |
% |
Operating loss |
|
$ |
(2,746 |
) |
|
$ |
(3,847 |
) |
|
|
28.6 |
% |
Operating margin |
|
|
(3.1 |
)% |
|
|
(5.6 |
)% |
|
|
|
|
Net sales from Schuh Group increased 28.3% to $88.2 million for the first quarter of Fiscal 2023 compared to $68.7 million for the first quarter of Fiscal 2022, primarily due to increased store sales as Schuh stores were only open 19% of possible days in the first quarter of Fiscal 2022 versus 100% of possible days in the first quarter of Fiscal 2023, partially offset by decreased digital comparable sales and an unfavorable impact of $4.7 million due to changes in foreign exchange rates. Schuh stores benefitted from pent up demand as the U.K. economy further re-opened this year and more people resumed normal pre-pandemic activities. Schuh Group operated 122 stores at the end of the first quarter of Fiscal 2023, compared to 123 stores at the end of the first quarter of Fiscal 2022.
Schuh Group had an operating loss of $2.7 million for the first quarter of Fiscal 2023 compared to an operating loss of $3.8 million for the first quarter of Fiscal 2022. The smaller loss this year reflects (i) increased net sales and (ii) increased gross margin as a percentage of net sales, reflecting decreased shipping and warehouse expense and less promotional activity in the first quarter of Fiscal 2023. Selling and administrative expenses increased as a percentage of net sales for the first quarter of Fiscal 2023 compared to the first quarter of Fiscal 2022, reflecting more normalized occupancy expense due to the one-time benefits for rent credits and government property tax relief and other government relief related to the COVID-19 pandemic in the U.K. in the first quarter last year, as well as increased selling salaries, partially offset by decreased marketing expense.
Johnston & Murphy Group
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
April 30, 2022 |
|
|
May 1, 2021 |
|
|
% |
|
|||
|
|
(dollars in thousands) |
|
|
|
|
||||||
Net sales |
|
$ |
71,016 |
|
|
$ |
48,762 |
|
|
|
45.6 |
% |
Operating income (loss) |
|
$ |
550 |
|
|
$ |
(3,180 |
) |
|
NM |
|
|
Operating margin |
|
|
0.8 |
% |
|
|
(6.5 |
)% |
|
|
|
|
Johnston & Murphy Group net sales increased 45.6% to $71.0 million for the first quarter of Fiscal 2023 from $48.8 million for the first quarter of Fiscal 2022, primarily due to increased store sales, wholesale sales and e-commerce sales, despite lower in-stock inventory levels this year.
17
Johnston & Murphy has repositioned its brand to offer more casual and comfortable footwear and apparel in this post-pandemic environment, which in addition to recovery from the pandemic, has fueled top line growth. Retail operations accounted for 70.5% of Johnston & Murphy Group's sales in the first quarter of Fiscal 2023, down from 74.5% in the first quarter of Fiscal 2022. The store count for Johnston & Murphy retail operations at the end of the first quarter of Fiscal 2023 was 162 stores, including seven stores in Canada, compared to 178 stores, including eight stores in Canada, at the end of the first quarter of Fiscal 2022.
Johnston & Murphy Group operating income of $0.6 million for the first quarter of Fiscal 2023 improved $3.7 million compared to an operating loss of $3.2 million in the first quarter of Fiscal 2022. The increase was primarily due to (i) increased net sales and (ii) decreased selling and administrative expenses as a percentage of net sales due to greater leverage of expenses as a result of revenue growth, partially offset by increased bad debt expense. Gross margin as a percentage of net sales decreased for the first quarter of Fiscal 2023 compared to the first quarter of Fiscal 2022 reflecting increased airfreight costs and the channel mix of more wholesale sales, partially offset by price increases, decreased retail markdowns and decreased shipping and warehouse expense.
Licensed Brands
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
April 30, 2022 |
|
|
May 1, 2021 |
|
|
% |
|
|||
|
|
(dollars in thousands) |
|
|
|
|
||||||
Net sales |
|
$ |
47,128 |
|
|
$ |
44,674 |
|
|
|
5.5 |
% |
Operating income |
|
$ |
3,793 |
|
|
$ |
2,561 |
|
|
|
48.1 |
% |
Operating margin |
|
|
8.0 |
% |
|
|
5.7 |
% |
|
|
|
|
Licensed Brands' net sales increased 5.5% to $47.1 million for the first quarter of Fiscal 2023, from $44.7 million for the first quarter of Fiscal 2022, primarily reflecting the growth in the portfolio as a result of the selling, product and sourcing capabilities gained through an acquisition in late Fiscal 2020.
Licensed Brands' operating income was $3.8 million for the first quarter of Fiscal 2023 compared to $2.6 million in the first quarter of Fiscal 2022. The 48.1% increase in operating income was primarily due to (i) increased net sales, (ii) increased gross margin as a percentage of net sales as increased freight and logistics costs were more than offset by fewer closeout sales as compared to last year and (iii) decreased selling and administrative expenses as a percentage of net sales reflecting leverage of expenses as a result of a favorable sales mix, partially offset by increased bad debt expense.
Corporate, Interest Expenses and Other Charges
Corporate and other expense for the first quarter of Fiscal 2023 was $8.3 million compared to $13.1 million for the first quarter of Fiscal 2022. Corporate expense in the first quarter of Fiscal 2023 included a gain of $0.3 million in asset impairment and other charges from a gain on the termination of the pension plan, partially offset by retail store asset impairments. Corporate expense in the first quarter of Fiscal 2022 included a $2.7 million charge in asset impairment and other charges for professional fees related to the actions of an activist shareholder and retail store asset impairments. The corporate expense decrease, excluding asset impairment and other charges, primarily reflected decreased performance-based compensation expense.
Net interest expense decreased to $0.3 million for the first quarter of Fiscal 2023 compared to net interest expense of $0.7 million for the first quarter of Fiscal 2022 primarily reflecting decreased average borrowings in the first quarter this year.
18
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 flows from operations typically have been generated principally in the fourth quarter of each fiscal year.
|
|
Three Months Ended |
|
|||||||||
Cash flow changes: |
|
April 30, 2022 |
|
|
May 1, 2021 |
|
|
Increase |
|
|||
(in millions) |
|
|
|
|||||||||
Net cash provided by (used in) operating activities |
|
$ |
(92.1 |
) |
|
$ |
44.2 |
|
|
$ |
(136.3 |
) |
Net cash used in investing activities |
|
|
(15.4 |
) |
|
|
(12.1 |
) |
|
|
(3.3 |
) |
Net cash provided by (used in) financing activities |
|
|
(11.3 |
) |
|
|
10.5 |
|
|
|
(21.8 |
) |
Effect of foreign exchange rate fluctuations on cash |
|
|
(1.1 |
) |
|
|
0.4 |
|
|
|
(1.5 |
) |
Net increase (decrease) in cash and cash equivalents |
|
$ |
(119.9 |
) |
|
$ |
43.0 |
|
|
$ |
(162.9 |
) |
Reasons for the major variances in cash used in the table above are as follows:
Cash used in operating activities was $136.3 million higher for the first three months of Fiscal 2023 compared to the first three months of Fiscal 2022, reflecting primarily the following factors:
Cash used in investing activities was $3.3 million higher for the first three months of Fiscal 2023 as compared to the first three months of Fiscal 2022 reflecting increased capital expenditures primarily related to the new headquarters building.
Cash used in financing activities was $21.8 million higher for the first three months of Fiscal 2023 as compared to the first three months of Fiscal 2022 reflecting share repurchases this year and the payment of Fiscal 2022 share repurchase accruals in the first three months of Fiscal 2023 along with decreased borrowings this year compared to the same period last year.
Sources of Liquidity and Future Capital Needs
We have three principal sources of liquidity: cash flow from operations, cash and cash equivalents on hand and our credit facilities discussed in Item 8, Note 9, "Long-Term Debt", to our Consolidated Financial Statements included in our Annual Report on Form 10-K for Fiscal 2022.
As of April 30, 2022, we have borrowed $14.7 million (£11.7 million) under our Credit Facility. We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Letter as of April 30, 2022.
We believe that cash on hand, cash provided by operations and borrowings under our amended Credit Facility and the Schuh Facility Letter will be sufficient to support our liquidity needs in Fiscal 2023 and the foreseeable future.
During the remainder of Fiscal 2023, we expect our primary cash requirements to be directed towards funding operating activities, including the acquisition of inventory, and other working capital obligations including those related to taxes. Given the continued uncertainty and the potential impact on consumer spending from the COVID-19 pandemic and recent geopolitical events, we believe it is prudent to maintain higher than usual cash balances to support potential disruptions in cash flow. While the timing and amount of any common stock repurchases will depend on a variety of factors including price, corporate and regulatory requirements, capital availability and other market conditions, we will also consider returning cash to our shareholders through opportunistic share repurchases pursuant to our repurchase authorization described in more detail below.
19
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 refunds in Fiscal 2022. We expect to receive the balance in Fiscal 2023.
Contractual Obligations
Our contractual obligations at April 30, 2022 decreased 7% compared to January 29, 2022, primarily due to decreased operating lease obligations and long-term debt, partially offset by increased purchase obligations.
We do not currently have any longer-term capital expenditures or other cash requirements other than as set forth above and in the contractual obligations table as disclosed in Item 7 of our Fiscal 2022 Form 10-K. We also do not currently have any off-balance sheet arrangements.
Capital Expenditures
Total capital expenditures in Fiscal 2023 are expected to be approximately $50 million to $55 million of which approximately 56% is for new stores and remodels and 44% is for computer hardware, software and warehouse enhancements for initiatives to drive traffic and omni-channel capabilities. Planned capital expenditures excludes approximately $11 million, or $9 million net of tenant allowances, for the new corporate headquarters building.
Common Stock Repurchases
We repurchased 102,895 shares during the first quarter of Fiscal 2023 at a cost of $6.5 million, or $63.17 per share. There were $4.8 million share repurchases accrued in the fourth quarter of Fiscal 2022 included on the Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2022. We have $100.3 million remaining as of April 30, 2022 under our expanded share repurchase authorization announced in February 2022. We did not repurchase any shares during the first quarter of Fiscal 2022. During the second quarter of Fiscal 2023, through June 8, 2022, we have repurchased 175,000 shares at a cost of $10.1 million, or $57.94 per share.
Environmental and Other Contingencies
We are subject to certain loss contingencies related to environmental proceedings and other legal matters, including those disclosed in Item 1, Note 8, "Legal Proceedings", to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
New Accounting Pronouncements
Descriptions of recently issued accounting pronouncements, if any, and the accounting pronouncements adopted by us during the first quarter of Fiscal 2023 are included in Note 1 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
20
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We incorporate by reference the information regarding market risk appearing in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Financial Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022. There have been no material changes to our exposure to market risks from those disclosed in the Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures designed to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is made known to the officers who certify our financial reports and to other members of senior management. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired objectives.
Based on their evaluation as of April 30, 2022, the principal executive officer and principal financial officer of the Company have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our first quarter of Fiscal 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We incorporate by reference the information regarding legal proceedings in Item 1, Note 8, “Legal Proceedings”, to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
You should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and in the Quarterly Report on Form 10-Q for the quarter ended April 30, 2022 (the “Quarterly Report”), which could materially affect our business, financial condition or future results. The risks described in this report, in our Annual Report and the Quarterly Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases (shown in thousands except share and per share amounts):
ISSUER PURCHASES OF EQUITY SECURITIES |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Period |
|
(a) Total |
|
|
(b) Average |
|
|
(c) Total |
|
|
(d) Maximum |
|
||||
February 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
1-30-22 to 2-26-22(1) |
|
|
102,895 |
|
|
$ |
63.17 |
|
|
|
102,895 |
|
|
$ |
100,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
March 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2-27-22 to 3-26-22 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
April 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
3-27-22 to 4-30-22 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
102,895 |
|
|
$ |
63.17 |
|
|
|
102,895 |
|
|
$ |
100,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) Share repurchases were made pursuant to a $100.0 million share repurchase program approved by the Board of Directors in September 2019. In February 2022, the Board of Directors approved an additional $100.0 million be added to the prior authorization. We expect to implement the balance of the repurchase program through purchases made from time to time either in the open market or through private transactions, in accordance with the regulations of the SEC and other applicable legal requirements. |
|
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|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
Item 6. Exhibits
Exhibit Index |
|
|
|
|
|
(31.1) |
|
|
|
|
|
(31.2) |
|
|
|
|
|
(32.1) |
|
|
|
|
|
(32.2) |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.) |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
23
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|||
|
|
|
|
|
|
|
Genesco Inc. |
||||
|
|
|
|||
|
By: |
|
/s/ Thomas A. George |
||
|
|
|
Thomas A. George |
||
|
|
|
Senior Vice President - Finance and Chief Financial Officer |
||
Date: June 9, 2022
24