T H E B U S I N E S S O F G E N E S C O
Founded in 1924, Nashville, Tennessee-based Genesco Inc. (NYSE: GCO) is a leading retailer of branded footwear, licensed
and branded headwear and accessories and wholesaler of branded footwear. It operates 2,387 footwear and headwear retail
stores in the United States, Puerto Rico, Canada, the United Kingdom and the Republic of Ireland, principally under the names
Journeys,® Journeys Kidz,® Shi by Journeys,® Underground by Journeys,® Schuh,® Johnston & Murphy, ® Lids,® and on Internet
websites, www.journeys.com, www.journeyskidz.com, www.shibyjourneys.com, www.undergroundbyjourneys.com,
www.schuh.co.uk, www.johnstonmurphy.com, www.lids.com, www.lids.ca, www.lidslockerroom.com, www.lidsteamsports.com,
www.lidsclubhouse.com, www.dockersshoes.com and www.suregripfootwear.com. In addition, the Company’s
Lids Sports Group operates the Lids Locker Room and other team sports fan shops and single team clubhouse stores,
and the Lids Team Sports team dealer business. Genesco also designs, sources, markets and distributes footwear under
its own Johnston & Murphy brand, the licensed Dockers brand, SureGrip, and other brands. Genesco relies primarily on
independent third party manufacturers for the production of its footwear products sold at wholesale.
Table of Contents
Business of Genesco ......................................................................................................... 1
Financial Highlights ........................................................................................................... 2
Securities Information ........................................................................................................ 2
Total Return to Shareholders ............................................................................................. 3
Shareholders’ Message .................................................................................................... 4
Brand Profiles .................................................................................................................... 6
Management’s Discussion and Analysis of Financial
Condition and Results of Operations ............................................................................ 18
Financial Summary ......................................................................................................... 37
Management’s Responsibility for Financial Statements .................................................... 38
Report of Independent Registered Public Accounting Firm on Financial Statements ......... 39
Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting ..................................................................... 40
Consolidated Balance Sheets .......................................................................................... 41
Consolidated Statements of Operations ........................................................................... 42
Consolidated Statements of Cash Flows .......................................................................... 43
Consolidated Statements of Equity .................................................................................. 44
Notes to Consolidated Financial Statements .................................................................... 45
Corporate Information ...................................................................................................... 81
Board of Directors ........................................................................................................... 82
Corporate Officers ........................................................................................................... 82
Genesco Retail Stores ..................................................................................................... 83
This annual report contains certain forward-looking statements. Actual results could be materially different. For discussion of
some of the factors that could adversely affect future results, please see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the material under the caption “Risk Factors” in the Company’s annual report on form
10-K for Fiscal 2012 filed with the Securities and Exchange Commission.
1
F I N A N C I A L H I G H L I G H T S
FOR THE FISCAL YEAR:
Net Sales
Earnings From Continuing Operations
Net Earnings
Diluted Earnings Per Common Share
From Continuing Operations
Diluted Net Earnings Per Share
AT YEAR END:
Working Capital
Long-Term Debt
Equity
Shares Outstanding
Book Value Per Share
Approximate Number of Common
Shareholders of Record
Ap pro xim ate nu mber of commo n s hareh ol de rs of rec ord: 3,000
S E C U R I T I E S I N F O R M AT I O N
C O M M O N S T O C K : N E W Y O R K A N D C H I C A G O S T O C K E X C H A N G E S
2012
2011
% CHANGE
$ 2,291,987,000
$ 1,789,839,000
$
$
$
$
82,984,000
81,959,000
3.48
3.43
$ 290,850,000
$
40,704,000
$ 717,610,000
24,269,000
$
29.27
3,000
$
$
$
$
$
$
$
$
54,547,000
53,211,000
2.29
2.24
278,692,000
-0-
626,821,000
23,674,000
26.15
3,150
28 %
52 %
54 %
52 %
53 %
4 %
100 %
14 %
3 %
12 %
Quarter ended April 30
Quarter ended July 30
Quarter ended October 29
Quarter ended January 28
Fiscal 2012
Fiscal 2011
Fiscal 2010
High
44.75
56.84
62.51
64.93
Low
35.76
39.12
39.41
54.32
High
35.00
34.07
34.10
41.20
Low
21.00
24.72
24.49
31.90
High
23.26
26.51
29.69
29.71
Low
11.31
17.51
19.73
23.11
CREDITS: ©CHUN Y. LAI. ALL RIGHTS RESERVED. PERMISSION IS REQUIRED FOR ANY OTHER REPRODUCTION OR DISTRIBUTION. SCHUH STOREFRONT, LIFESTYLE
AND PRODUCT SHOTS PROVIDED BY GENESCO OPERATING DIVISIONS. PAGE 4 PHOTO: DANA THOMAS
2
T O TA L R E T U R N T O S H A R E H O L D E R S
INCLUDES REINVESTMENT OF DIVIDENDS
The graph below compares the cumulative total shareholder return on the Company’s common stock for the last five fiscal years with the cumulative total
return of (i) the S&P 500 Index and (ii) the S&P 1500 Footwear Index. The graph assumes the investment of $100 in the Company’s common stock, the S&P
500 Index and the S&P 1500 Footwear Index at the market close on January 31, 2007 and the reinvestment monthly of all dividends.
C O M PA R I S O N O F C U M U L AT I V E 5 Y E A R T O TA L R E T U R N
GENESCO INC.
S&P 500 INDEX
S&P 1500 FOOTWEAR INDEX
2 5 0
2 0 0
15 0
10 0
5 0
0
FYE 07
FYE 08
FYE 09
FYE 10
FYE 11
FYE 12
Genesco Inc.
S&P 500 Index
S&P 1500 Footwear Index*
Genesco Inc.
S&P 500 Index
S&P 1500 Footwear Index*
Annual Return Percentage
Years Ended
Jan 08
-18.06
-1.80
16.58
Jan 09
-49.06
-39.37
-36.59
Jan 10
53.12
33.14
49.26
Jan 11
53.77
21.26
34.33
Jan 12
69.91
5.33
24.35
Base
Period
Jan 07
$ 100.00
100.00
100.00
Index Returns
Years Ended
$
Jan 08
81.94
98.20
116.58
$
Jan 09
41.74
59.54
73.92
$
Jan 10
63.92
79.27
110.34
$
Jan 11
98.29
96.12
148.22
Jan 12
$ 167.00
101.24
184.32
*The S&P 1500 Footwear Index consists of Crocs Inc., Deckers Outdoor Corp., K-Swiss Inc. –CL A, Madden Steven Ltd., Nike Inc. –CL B, Skechers U.S.A. Inc. and Wolverine World Wide.
3
S H A R E H O L D E R S ’ M E S S A G E
TO OUR SHAREHOLDERS:
Fiscal 2012 was another excellent year for
Genesco. Double digit sales and earnings gains,
reflecting healthy organic growth across the
Company as well as strategic expansion, once
again demonstrated the power of a portfolio of
businesses with leadership positions in their
markets and competitive advantages that make
them hard for potential challengers to replicate,
run by talented people focused on operational
excellence. We grew the portfolio with our June
2011 acquisition of Schuh Group Limited, a
leading retailer of footwear for teens and young
adults in the U.K. and the Republic of Ireland,
which also contributed to our record operating
performance for the year.
GENESCO MANAGEMENT COMMITTEE FROM LEFT: BOB DENNIS, CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER, GENESCO INC.; ANDY GILBERT, PRESIDENT, GENESCO LICENSED
BRANDS; ROGER SISSON, SENIOR VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL
COUNSEL; JIM ESTEPA, SENIOR VICE PRESIDENT, CHIEF EXECUTIVE OFFICER – GENESCO RETAIL
GROUP; JON CAPLAN, SENIOR VICE PRESIDENT, CHIEF EXECUTIVE OFFICER – GENESCO BRANDED
GROUP, PRESIDENT – JOHNSTON & MURPHY; JIM GULMI, SENIOR VICE PRESIDENT – FINANCE
On a consolidated basis, Genesco achieved
AND CHIEF FINANCIAL OFFICER; MIMI VAUGHN, SENIOR VICE PRESIDENT – STRATEGY AND
record revenues of $2.3 billion, driven by
SHARED SERVICES; KEN KOCHER, SENIOR VICE PRESIDENT, PRESIDENT – LIDS SPORTS GROUP.
organic growth as well as the contribution of Schuh. Diluted earnings per share from continuing operations increased
to $3.48 in Fiscal 2012. Sales increased 28% and diluted earnings per share from continuing operations were up 52%
compared to the year prior. Our year-end cash position of $54 million was only slightly less than a year ago despite having
spent approximately $93 million on acquisitions in Fiscal 2012.
JOURNEYS GROUP
Favorable fashion trends and successful sales and merchandising strategies fueled exceptional growth in the Journeys Group
in Fiscal 2012. With a 15% comparable store sales gain, the group was able to leverage expenses by 240 basis points and
deliver an operating margin of 9%. Sales growth was even stronger on the web, as Journeys.com and other e-commerce sites
in the Group posted a 32% increase, fueled by increased traffic and an improved merchandise selection. In total, the Journeys
Group ended the year with 1,017 Journeys, Journeys Kidz and Shi by Journeys stores, including 13 stores in Canada, and
accounted for 41% of Genesco’s sales in Fiscal 2012.
By the end of Fiscal 2012, our multi-year effort to manage the Underground Station chain down to a core group of profitable
stores had left us with 137 Underground Station stores accounting for 4% of the Company’s sales. Toward the end of the
year, we determined that it made sense to integrate the Underground Station organization into the Journeys Group. As we
implement the integration plan this year, we’ll rebrand a number of stores as “Underground by Journeys” which will target a
slightly older demographic than Journeys, convert certain other doors into Journeys stores, and continue to close unprofitable
locations. Much of the back office integration has already taken place with the rebranding and remerchandising underway and
on schedule to be completed by the fourth quarter of this year. Among other benefits of the consolidation, we have been able
to redeploy resources within the combined Group to focus on growth drivers and store productivity.
SCHUH GROUP
The Schuh acquisition in June was another highlight of the year. This business has performed exceptionally well despite
a challenging retail environment in the U.K. and Republic of Ireland. By drawing on the strength of Journeys’ relationships
with major vendors, we are finding ways to add even more breadth to Schuh’s merchandise offering and further differentiate
the concept from the competition, and our retail management teams on both sides of the Atlantic are benefitting from fresh
perspectives and shared learning opportunities. Schuh ended the year with 64 stand-alone locations and 14 concessions in
a U.K. specialty chain, and with exciting plans for future new store openings. In just over seven months of operations after
the acquisition, Schuh accounted for 9% of the Company’s sales for the year.
LIDS SPORTS GROUP
The Lids Sports Group continued to leverage its leadership position and scale in licensed sports-related headwear into the
broader licensed sports retail and team sports markets. The combined merchandising capabilities, buying power and customer
4
relationships created by our ongoing consolidation strategy are driving higher productivity and better efficiency across our
base of Lids hat stores, Lids Locker Room stores and Lids Clubhouse stores. Meanwhile, Lids made progress integrating the
team sports businesses it has acquired over the last several years as it works to become the dominant player in the highly
fragmented team sports market. In total, the Lids Sports Group delivered 26% sales growth in Fiscal 2012, highlighted by a
12% comparable sales gain which helped drive a 150 basis point improvement in operating margin, to approximately 11%.
With 1,002 retail stores in operation at year end, Lids Sports Group accounted for 33% of the Company’s sales for Fiscal 2012.
JOHNSTON & MURPHY GROUP
Johnston & Murphy continued to benefit from a more diverse assortment of products and, by the end of Fiscal 2012, relatively
newer categories including men’s casual footwear, women’s footwear and non-footwear collections contributed more than
50% of the brand’s overall sales. The brand’s geographic reach expanded, with a new Company-owned store and wholesale
operations in Canada, a licensed store in Mexico, and with new distribution arrangements in India and Japan, laying a strong
foundation for future international growth in Fiscal 2013 and beyond. Johnston & Murphy had 153 retail locations at year-end,
and the division represented 9% of total Genesco sales in Fiscal 2012.
LICENSED BRANDS
Licensed Brands, including the licensed Dockers Footwear and Chaps Footwear wholesale businesses and another small
wholesale footwear line that leveraged the Group’s product development infrastructure, represented 4% of Genesco’s sales
in Fiscal 2012. Despite a challenging market environment which affected sales for the group, its operating margin remained
healthy at 10%.
In Genesco’s current five-year strategic plan, we are targeting annual sales of $3.1 billion and adjusted operating margins of
9% by Fiscal 2016. These targets compare favorably to our previous five-year goals of annual sales of $2.3 billion and adjusted
operating margins of 8% by Fiscal 2015, with the improved outlook coming from better than expected organic growth and the
acquisition of Schuh in Fiscal 2012.
We continue to be the “go to” retailer in each of our major business categories as our size and access to key brands and
products make our concepts difficult for others to replicate. No less important to our success are the dedication, motivation
and talent of the individuals that make Genesco a world-class organization, and we are confident that they will continue to be a
primary catalyst for the Company’s progress. I thank the entire team for continuing to execute at such a high level and I share
their justifiable pride in the company we’re working together to build. We hope you all share our enthusiasm for the exciting
times that we believe lie ahead.
Robert J. Dennis
Chairman, President and Chief Executive Officer
Genesco Inc.
EVA®
Genesco has been an EVA® company since 1999. EVA advances the analysis of operating performance one step
beyond profitability by taking efficiency in capital usage into account. Essentially, EVA recognizes that companies
create the most wealth for their shareholders by making the greatest possible profit with the fewest possible net
assets. In Fiscal 2012 we exceeded our annual EVA improvement goal. Because everyone at Genesco recognizes
the link between EVA improvement, shareholders wealth creation (and, not insignificantly, our own incentive
compensation), we are committed to continue growing earnings while tightly managing assets, to meet or exceed
our EVA improvement goals.
EVA is a registered trademark of Stern Stewart & Co.
5
The LIDS Sports Group is comprised of the LIDS retail headwear stores, the LIDS Locker Room
specialty fan retail chain, the LIDS Team Sports wholesale team sports business, LIDS Clubhouse retail
stores and its Internet businesses, www.lids.com, www.lidslockerroom.com, www.lidsclubhouse.com,
www.lidsteamsports.com and www.lids.ca. Operating out of Indianapolis, Indiana, the retail businesses
make up more than 1,000 mall-based, airport, street level and factory outlet locations nationwide,
and in Canada and Puerto Rico. LIDS retail stores offer officially licensed and branded headwear of
collegiate and professional sports teams, as well as other specialty fashion headwear categories,
all in the latest styles and colors. LIDS Locker Room is a mall-based retailer of sports headwear,
6
apparel, accessories, and novelties, which also operates under the Sports Fan-Attic
and Sports Avenue banners. Most LIDS and LIDS Locker Room stores also offer
custom embroidery capability. LIDS Clubhouse operates team-specific professional
sports and university athletics retail stores and e-commerce sites under a variety of
names. LIDS Team Sports is a full-service team uniform and apparel dealer, custom
screen printer, embroidery and sporting goods distributor.
7
Journeys is a leader in the teen specialty retail scene, with more than 800 stores in all 50 states, Puerto Rico
and Canada. Journeys uses fashion savvy and merchandising science to keep in step with the fast-paced
footwear and accessories market for 13- to 22-year-old guys and girls. Journeys offers a wide variety of
trendy, relevant brands that cater to teens that seek the hottest new styles. The Journeys store is more
than a retail environment; it’s an extension of the teen lifestyle – from the plasma TVs playing exclusive
content and the latest music videos, to visual merchandising strategy and promotions, to employees
whose image and style reflect our customers’ lifestyle and attitude. In addition, Journeys reaches its
customers through www.journeys.com, a mobile website, catalog, national advertising, strategic
cross-promotions, social media and an annual music and action sports tour – the
Journeys Backyard BBQ (journeysbbq.com). Journeys – An Attitude You Can Wear!
In June 2011, Genesco purchased Schuh Group Limited, a leading retailer of footwear for teens and
young adults in the U.K. and the Republic of Ireland and one of the U.K.’s largest online shoe websites,
www.schuh.co.uk. Schuh operates 64 stores and 14 footwear concessions. Schuh’s core product selection
consists of a broad range of branded casual and athletic footwear complemented by
a meaningful private label offering targeted at its 15- to 30-year old core customer.
In February 2012, the Underground Station mall-based specialty retail concept was integrated into the
Journeys organization. Now named Underground by Journeys, the chain is a destination for footwear
and accessory needs of connected and dynamic young men and women who desire fast fashion,
driven by current trends and pop culture. Underground by Journeys reaches its target market through
more than 135 retail stores, www.undergroundbyjourneys.com, social media, brand
promotions, consumer contests and strategic partnerships.
8
99
Launched in 2001 as an extension of the highly successful Journeys footwear retail concept,
Journeys Kidz is a unique branded kids’ footwear retailer, targeting customers 5- to 12-years old
with trendy footwear styles and accessories. Whether it’s the skateboard-style footwear display,
the Playstation 2 terminals, or the TVs playing cartoons and music, Journeys Kidz has a visually
exciting atmosphere that is both fun for kids and functional for parents. In addition to more than 150
stores, Journeys Kidz reaches its customers through www.journeyskidz.com, its
mobile website, brand promotions, consumer contests and strategic partnerships.
10
Shi by Journeys is a brand extension of the Company’s successful Journeys
division. Shi by Journeys caters to fashionable women from their early 20s to mid
30s, and is designed to continue to serve the Journeys female customer as she
matures and her fashion tastes evolve. With more than 50 stores across the
United States, this specialty store features fashionable branded and private label
footwear and accessories relevant to the lifestyle of its customer. Shi by Journeys
reaches its customers through www.shibyjourneys.com,
national advertising and a mobile website.
12
13
Craftsmanship, innovation and style are the hallmarks of the Johnston & Murphy
brand. Johnston & Murphy continues to appeal to successful, affluent men with a
broad array of footwear, apparel, luggage, leather goods and accessories. In addition,
Johnston & Murphy continues to expand its collection of women’s footwear, handbags,
outerwear and accessories designed to appeal to stylish, affluent women. At Johnston &
Murphy, world-class service is the defining element of the shopping experience,
combining a warm and inviting store environment with a commitment to understand
the needs of our consumers and continually exceed their expectations in both product
and service. The brand is sold in more than 150 Johnston & Murphy stores in better
malls and airports across the U.S., through a direct mail catalog, on the Internet at
www.johnstonmurphy.com and through premier specialty and department stores
nationwide in the U.S., Canada and abroad.
14
15
The Licensed Brands division is composed primarily of footwear marketed under the Dockers® Footwear
name, for which Genesco has had the exclusive men’s footwear license in the U.S. since 1991. Designed with
an emphasis on style and performance, Dockers Footwear has become a leader in men’s dress casual and
casual shoes. Marketed under license from Levi Strauss & Co., Dockers remains one of the nation’s most
recognized brand names. It is the quintessential source for casual, authentic and stylish
apparel and footwear. The brand has evolved into a full lifestyle resource providing
superior styling, quality and value. Dockers Footwear is available through many of the
same national chains that carry Dockers apparel, and in shoe chains and shoe stores
across the country. In addition to Dockers Footwear, the division also markets under the
Chaps name and SureGrip® Footwear.
1616
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GENESCO INC. AND SUBSIDIARIES
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Forward-Looking Statements
This discussion and the notes to the Consolidated Financial Statements 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 discussion and a number of factors may adversely affect the forward-looking statements and the
Company’s future results, liquidity, capital resources or prospects. These include, but are not limited to, the amount
of required accruals related to the earn-out bonus potentially payable to Schuh management in four years based on
the achievement of certain performance objectives, the costs of responding to and liability in connection with the
network intrusion announced in December 2010, the timing and amount of non-cash asset impairments, weakness in
the consumer economy, competition in the Company’s markets, inability of customers to obtain credit, fashion trends
that affect the sales or product margins of the Company’s retail product offerings, changes in buying patterns by
significant wholesale customers, bankruptcies or deterioration in financial condition of significant wholesale customers,
disruptions in product supply or distribution, unfavorable trends in fuel costs, foreign exchange rates, foreign labor
and material costs, and other factors affecting the cost of products, the Company’s ability to continue to complete
and integrate acquisitions, expand its business and diversify its product base and changes in the timing of holidays
or in the onset of seasonal weather affecting period-to-period sales comparisons. Additional factors that could affect
the Company’s prospects and cause differences from expectations include the ability to build, open, staff and support
additional retail stores and to renew leases in existing stores and maintain reductions in occupancy costs achieved
in recent lease negotiations, and to conduct required remodeling or refurbishment on schedule and at expected
expense levels, deterioration in the performance of individual businesses or of the Company’s market value relative to
its book value, resulting in impairments of fixed assets or intangible assets or other adverse financial consequences,
unexpected changes to the market for the Company’s shares, variations from expected pension-related charges
caused by conditions in the financial markets, and the outcome of litigation, investigations and environmental matters
involving the Company. For a discussion of additional risk factors, see Item 1A, Risk Factors, in the Company’s Annual
Report on Form 10-K.
Overview
D E S C R I P T I O N O F B U S I N E S S
The Company’s business includes the design and sourcing, marketing and distribution of footwear and accessories
through retail stores, including Journeys,® Journeys Kidz,® Shi by Journeys,® Johnston & Murphy,® and Underground
Station® in the U.S., Puerto Rico and Canada and through the newly acquired Schuh® stores in the United Kingdom
and the Republic of Ireland, and through e-commerce websites, and at wholesale, primarily under the Company’s
Johnston & Murphy brand and the Dockers® brand and other brands that the Company licenses for men’s footwear. The
Company’s wholesale footwear brands are distributed to more than 970 retail accounts in the United States, including
a number of leading department, discount, and specialty stores. The Company’s business also includes Lids Sports,
which operates (i) headwear and accessory stores under the Lids® name and other names in the U.S., Puerto Rico and
Canada, (ii) the Lids Locker Room business, consisting of sports-oriented fan shops featuring a broad array of licensed
merchandise such as apparel, hats and accessories, sports decor and novelty products, (iii) the Lids Clubhouse
business, consisting of single team fan shops, (iv) e-commerce business and (v) an athletic team dealer business
operating as Lids Team Sports. Including both the footwear businesses and the Lids Sports business, at January
28, 2012, the Company operated 2,387 retail stores in the U.S., Puerto Rico, Canada, the United Kingdom and the
Republic of Ireland.
During Fiscal 2012, the Company operated six reportable business segments (not including corporate): (i) Journeys
Group, comprised of the Journeys, Journeys Kidz and Shi by Journeys retail footwear chains, catalog and e-commerce
operations; (ii) Underground Station Group, comprised of the Underground Station retail footwear chain and
e-commerce operations; (iii) Schuh Group, acquired in June 2011, comprised of the Schuh retail footwear chain and
e-commerce operations; (iv) Lids Sports Group, comprised as described in the preceding paragraph; (v) Johnston &
Murphy Group, comprised of Johnston & Murphy retail operations, catalog and e-commerce operations and wholesale
distribution; and (vi) Licensed Brands, comprised primarily of Dockers® Footwear, sourced and marketed under a
license from Levi Strauss & Company.
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M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
GENESCO INC. AND SUBSIDIARIES
The Journeys retail footwear stores sell footwear and accessories primarily for 13- to 22-year-old men and women.
The stores average approximately 1,950 square feet. The Journeys Kidz retail footwear stores sell footwear primarily
for younger children, ages five to 12. These stores average approximately 1,425 square feet. Shi by Journeys retail
footwear stores sell footwear and accessories to fashion-conscious women in their early 20s to mid 30s. These stores
average approximately 2,150 square feet. The Journeys Group stores are primarily in malls and factory outlet centers
throughout the United States, Puerto Rico and Canada. Journeys also sells footwear and accessories through direct-
to-consumer catalog and e-commerce operations.
The Underground Station retail footwear stores sell footwear and accessories primarily for men and women in the 20
to 35 age group in the urban market. The Underground Station Group stores average approximately 1,825 square
feet. Underground Station also sells footwear and accessories through an e-commerce operation. The Company has
announced the integration of the Underground Station operations into the Journeys Group segment during Fiscal
2013. The former Underground Station stores will be a subset of Journeys Group under the brand “Underground
by Journeys.” Product in the new “Underground by Journeys” stores will resemble a traditional Journeys store with
appropriate merchandise changes to reflect mall and store demographics, targeting a somewhat older customer base
than Journeys stores. The Company plans to continue to close underperforming Underground by Journeys locations.
The Schuh retail footwear stores sell a broad range of branded casual and athletic footwear along with a meaningful
private label offering primarily for 15- to 30-year-old men and women. The stores, which average approximately 4,575
square feet, include both street-level and mall locations in the United Kingdom and the Republic of Ireland. The
Schuh Group also operates 14 footwear concessions in Republic apparel stores in the United Kingdom, averaging
approximately 1,200 square feet, and sells footwear through e-commerce operations.
The Lids Sports Group includes stores and kiosks, primarily under the Lids banner, that sell licensed and branded
headwear to men and women primarily in the early-teens to mid-20s age group. The Lids store locations average
approximately 825 square feet and are primarily in malls, airports, street-level stores and factory outlet centers throughout
the United States, Puerto Rico and Canada. The Group also operates Lids Locker Room and Lids Clubhouse stores
under a number of trade names, selling licensed sports headwear, apparel and accessories to sports fans of all ages
in locations, averaging approximately 2,850 square feet in malls and other locations primarily in the United States. The
Lids Sports Group also sells headwear and accessories through e-commerce operations. In addition, the Lids Sports
Group operates Lids Team Sports, an athletic team dealer business.
Johnston & Murphy retail shops sell a broad range of men’s footwear, luggage and accessories. Women’s footwear
and accessories are sold in select Johnston & Murphy retail shops. Johnston & Murphy shops average approximately
1,475 square feet and are located primarily in better malls and in airports throughout the United States. Johnston &
Murphy opened its first store in Canada during the fourth quarter of Fiscal 2012. The Company also sells Johnston &
Murphy footwear and accessories in factory stores, averaging approximately 2,350 square feet, located in factory outlet
malls, and through a direct-to-consumer catalog and e-commerce operation. In addition, Johnston & Murphy shoes are
also distributed through the Company’s wholesale operations to better department and independent specialty stores.
The Licensed Brands segment markets casual and dress casual footwear under the licensed Dockers® brand to men aged
30 to 55 through many of the same national retail chains that carry Dockers slacks and sportswear and in department
and specialty stores across the country. The Company entered into an exclusive license with Levi Strauss & Co.
to market men’s footwear in the United States under the Dockers brand name in 1991. Levi Strauss & Co. and the
Company have subsequently added additional territories, including Canada and Mexico and in certain other Latin
American countries. The Dockers license agreement was renewed May 15, 2009. The Dockers license agreement, as
amended, expires on December 31, 2012.
S T R AT E G Y
The Company’s long-term strategy has been to seek organic growth by: 1) increasing the Company’s store base;
2) increasing retail square footage; 3) improving comparable store sales; 4) increasing operating margin; and 5)
enhancing the value of its brands. Beginning in Fiscal 2010, the Company slowed the pace of new store openings and
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GENESCO INC. AND SUBSIDIARIES
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
focused on inventory management and cash flow in response to economic conditions. The Company also focused
on opportunities provided by the economic climate to negotiate occupancy cost reductions, especially where lease
provisions triggered by sales shortfalls or declining occupancy of malls would permit the Company to terminate leases.
The pace of the Company’s organic growth may be limited by saturation of its markets and by economic conditions. To
address potential saturation of the U.S. market, certain of the Company’s retail businesses, other than the Lids Sports
Group, have opened retail stores in Canada, beginning in Fiscal 2011.
To further supplement its organic growth potential, the Company has made acquisitions and expects to consider
acquisition opportunities, either to augment its existing businesses or to enter new businesses that it considers
compatible with its existing businesses, core expertise and strategic profile. Acquisitions involve a number of risks,
including, among others, inaccurate valuation of the acquired business, the assumption of undisclosed liabilities, the
failure to integrate the acquired business appropriately, and distraction of management from existing businesses.
The Company seeks to mitigate these risks by applying appropriate financial metrics in its valuation analysis and
developing and executing plans for due diligence and integration that are appropriate to each acquisition.
More generally, the Company attempts to develop strategies to mitigate the risks it views as material, including those
discussed under the caption “Forward-Looking Statements,” above, and those discussed in Item 1A, Risk Factors, in
the Company’s Annual Report on Form 10-K. Among the most important of these factors are those related to consumer
demand. Conditions in the external economy can affect demand, resulting in changes in sales and, as prices are adjusted
to drive sales and manage inventories, in gross margins. Because fashion trends influencing many of the Company’s
target customers can change rapidly, the Company believes that its ability to react quickly to those changes has been
important to its success. Even when the Company succeeds in aligning its merchandise offerings with consumer
preferences, those preferences may affect results by, for example, driving sales of products with lower average selling
prices. Moreover, economic factors, such as the current relatively high level of unemployment and any future economic
contraction, may reduce the consumer’s disposable income or his or her willingness to purchase discretionary items, and
thus may reduce demand for the Company’s merchandise, regardless of the Company’s skill in detecting and responding
to fashion trends. The Company believes its experience and discipline in merchandising and the buying power associated
with its relative size and importance in the industry segments in which it competes are important to its ability to mitigate
risks associated with changing customer preferences and other changes in consumer demand.
S U M M A R Y O F R E S U LT S O F O P E R AT I O N S
The Company’s net sales increased 28.1% during Fiscal 2012 compared to Fiscal 2011. The increase reflected (i) the
acquisition of the Schuh Group in the second quarter this year, which contributed $212.3 million in sales during Fiscal
2012, (ii) a 26% increase in Lids Sports Group sales, (iii) a 15% increase in Journeys Group sales, (iv) a 9% increase
in Johnston & Murphy Group sales, partially offset by a 4% decrease in Licensed Brands sales and a 2% decrease
in Underground Station Group sales. Gross margin as a percentage of sales was flat during Fiscal 2012. Selling and
administrative expenses decreased as a percentage of net sales during Fiscal 2012, reflecting expense decreases
as a percentage of net sales in all of the Company’s business segments operated throughout Fiscal 2011 and Fiscal
2012, except Licensed Brands. Earnings from operations increased as a percentage of net sales during Fiscal 2012,
reflecting improved earnings from operations in all the Company’s business segments operated throughout Fiscal 2011
and Fiscal 2012, except Licensed Brands.
Significant Developments
S C H U H A C Q U I S I T I O N
On June 23, 2011, the Company, through its newly-formed, wholly-owned subsidiary Genesco (UK) Limited (“Genesco
UK”), completed the acquisition of all the outstanding shares of Schuh Group Ltd. (“Schuh”) for a total purchase price of
approximately £100 million, less £29.5 million outstanding under existing Schuh credit facilities, which remain in place, less
a £1.9 million working capital adjustment and plus £6.2 million net cash acquired, with £5.0 million withheld until satisfaction
of certain closing conditions. The Company financed the acquisition with borrowings under its existing credit facility and
the balance from cash on hand. The purchase agreement also provides for deferred purchase price payments totaling £25
million, payable £15 million and £10 million on the third and fourth anniversaries of the closing, respectively, subject to the
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GENESCO INC. AND SUBSIDIARIES
payees’ not having terminated their employment with Schuh under certain specified circumstances. This amount will be
recorded as compensation expense and not reported as a component of the cost of the acquisition. During the fiscal year
ended January 28, 2012, compensation expense related to the Schuh acquisition deferred purchase price obligation was
$7.2 million. This expense is included in operating income for the Schuh Group segment.
Headquartered in Scotland, Schuh is a specialty retailer of casual and athletic footwear sold through 64 retail stores in the
United Kingdom and the Republic of Ireland and 14 concessions in Republic apparel stores as of January 28, 2012. The
Company believes the acquisition will enhance its strategic development and prospects for growth and provide the Company
with an established retail presence in the United Kingdom and improved insight into global fashion trends. The results of
Schuh’s operations for the fiscal year from the date of acquisition through January 28, 2012, including net sales of $212.3
million and operating income of $11.7 million, have been included in the Company’s Consolidated Financial Statements for
the fiscal year ended January 28, 2012. During the fiscal year ended January 28, 2012, the Company expensed $7.4 million
in costs related to the acquisition. These costs were recorded as selling and administrative expenses on the Consolidated
Statements of Operations.
N E T W O R K I N T R U S I O N
On December 10, 2010, the Company announced that it had suffered a criminal intrusion into the portion of its computer
network that processes payments for transactions in certain of its retail stores. Visa, Inc. and MasterCard Worldwide have
asserted claims against the Company’s acquiring banks, totaling approximately $15.4 million in connection with the intrusion,
which amounts may be indemnifiable by the Company. The Company disputes the validity of these claims and intends to
contest them vigorously. There can be no assurance that additional claims related to the intrusion will not be asserted by
these or other parties in the future, but the Company does not currently expect additional claims, if any, to have a material
effect on its financial condition or results of operations.
O T H E R A C Q U I S I T I O N S
In Fiscal 2011, the Company completed other acquisitions for a total purchase price of $75.5 million, which included
$4.9 million in payments during Fiscal 2011 for amounts withheld in acquisitions from previous years for certain closing
contingencies. The acquisitions consisted primarily of the assets of Brand Innovators Inc., a West Coast team dealer business
and the assets of Anaconda Sports, Inc., a New York team dealer business, both as part of the Lids Sports Group, the stock
of Keuka Footwear, Inc., an occupational footwear company for service based industries, to be operated within the Licensed
Brands segment and the assets of Sports Avenue, a 48 store retail chain with 12 e-commerce sites, selling officially licensed
NFL, NCAA, MLB, NBA, NHL and NASCAR headwear, apparel and accessories, to be operated within the Lids Sports Group.
R E S T R U C T U R I N G A N D O T H E R C H A R G E S
The Company recorded a pretax charge to earnings of $2.7 million in Fiscal 2012. The charge reflected in restructuring and
other, net, included $1.1 million for retail store asset impairments, $0.9 million for other legal matters and $0.7 million for
expenses related to the computer network intrusion.
The Company recorded a pretax charge to earnings of $8.6 million in Fiscal 2011. The charge reflected in restructuring and
other, net, included $7.2 million for retail store asset impairments, $1.3 million for expenses related to the computer network
intrusion and $0.1 million for other legal matters.
The Company recorded a pretax charge to earnings of $13.5 million in Fiscal 2010. The charge reflected in restructuring
and other, net, included $13.3 million for retail store asset impairments and $0.4 million for lease terminations offset by
$0.3 million for other legal matters. Also included in the charge was $0.1 million in excess markdowns related to the lease
terminations, which is reflected in cost of sales on the Consolidated Statements of Operations.
P O S T R E T I R E M E N T B E N E F I T L I A B I L I T Y A D J U S T M E N T S
The return on pension plan assets was $6.1 million for Fiscal 2012, compared to an expected return of $7.8 million. The
discount rate used to measure benefit obligations decreased from 5.25% to 4.35% in Fiscal 2012. As a result of the decrease
in discount rate and the short fall from expected return on plan assets, the pension liability reflected in the Consolidated
Balance Sheets increased to $22.2 million compared to $11.9 million in Fiscal 2011. There was an increase in the pension
liability adjustment of $4.7 million (net of tax) in accumulated other comprehensive loss in equity. Depending upon future
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interest rates and returns on plan assets and other factors, there can be no assurance that additional adjustments in future
periods will not be required.
D I S C O N T I N U E D O P E R AT I O N S
In Fiscal 2012, the Company recorded an additional charge to earnings of $1.7 million ($1.0 million net of tax) reflected in
discontinued operations, including $1.8 million primarily for anticipated costs of environmental remedial alternatives related
to former facilities operated by the Company, offset by a $0.1 million gain for excess provisions to prior discontinued
operations. For additional information, see Note 13 to the Consolidated Financial Statements.
In Fiscal 2011, the Company recorded an additional charge to earnings of $2.2 million ($1.3 million net of tax) reflected in
discontinued operations, including $2.9 million primarily for anticipated costs of environmental remedial alternatives related
to former facilities operated by the Company, offset by a $0.7 million gain for excess provisions to prior discontinued
operations. For additional information, see Note 13 to the Consolidated Financial Statements.
In Fiscal 2010, the Company recorded an additional charge to earnings of $0.5 million ($0.3 million net of tax) reflected in
discontinued operations, including $0.8 million primarily for anticipated costs of environmental remedial alternatives related
to former facilities operated by the Company, offset by a $0.3 million gain for excess provisions to prior discontinued
operations. For additional information, see Note 13 to the Consolidated Financial Statements.
C O N V E R S I O N O F 4 1 / 8 % D E B E N T U R E S
On April 29, 2009, the Company entered into separate exchange agreements whereby it acquired and retired $56.4 million in
aggregate principal amount ($51.3 million fair value) of its 4 1/8% Convertible Subordinated Debentures, (the “Debentures”)
due June 15, 2023 in exchange for the issuance of 3,066,713 shares of its common stock, which include 2,811,575 shares
that were reserved for conversion of the Debentures and 255,138 additional inducement shares, and a cash payment
of approximately $0.9 million. The inducement was not deductible for tax purposes. During the fourth quarter of Fiscal
2010, holders of an aggregate of $21.04 million principal amount of its 4 1/8% Convertible Subordinated Debentures were
converted to 1,048,764 shares of common stock pursuant to separate conversion agreements which provided for payment
of an aggregate of $0.3 million to induce conversion. On November 4, 2009, the Company issued a notice of redemption
to the remaining holders of the $8.775 million outstanding 4 1/8% Convertible Subordinated Debentures. As permitted by
the Indenture, holders of all except $1,000 in principal amount of the remaining Debentures converted their Debentures to
437,347 shares of common stock prior to the redemption date of December 3, 2009. As a result of the exchange agreements
and conversions, the Company recognized a loss on the early retirement of debt of $5.5 million in Fiscal 2010, reflected
on the Consolidated Statements of Operations. After the exchanges and conversions, there was zero aggregate principal
amount of Debentures outstanding. See Note 6 to the Consolidated Financial Statements for additional information.
Critical Accounting Policies
I N V E N T O R Y V A L U AT I O N
As discussed in Note 1 to the Consolidated Financial Statements, the Company values its inventories at the lower of cost or market.
In its footwear wholesale operations, its Schuh Group segment and its Lids Sports Group wholesale operations, except for the
Anaconda Sports wholesale division, cost is determined using the first-in, first-out (“FIFO”) method. Market value is determined
using a system of analysis which evaluates inventory at the stock number level based on factors such as inventory turn,
average selling price, inventory level, and selling prices reflected in future orders. The Company provides reserves when the
inventory has not been marked down to market value based on current selling prices or when the inventory is not turning and
is not expected to turn at levels satisfactory to the Company.
The Lids Sports Group retail segment and its Anaconda Sports wholesale division employ the moving average cost method
for valuing inventories and apply freight using an allocation method. The Company provides a valuation allowance for
slow-moving inventory based on negative margins and estimated shrink based on historical experience and specific analysis,
where appropriate.
In its retail operations, other than the Schuh Group and Lids Sports Group retail segments, the Company employs the retail
inventory method, applying average cost-to-retail ratios to the retail value of inventories. Under the retail inventory method,
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GENESCO INC. AND SUBSIDIARIES
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.
Inherent in the retail inventory method are subjective judgments and estimates, including merchandise mark-on, markups,
markdowns, and shrinkage. 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, the Company employs the retail inventory method in multiple subclasses of inventory with similar gross margins,
and analyzes markdown requirements at the stock number level based on factors such as inventory turn, average selling price,
and inventory age. In addition, the Company accrues 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. In addition to markdown provisions, the Company maintains provisions 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. Failure to make appropriate conclusions regarding these factors
may result in an overstatement or understatement of inventory value. A change of 10 percent from the recorded provisions for
markdowns, shrinkage and damaged goods would have changed inventory by $1.0 million at January 28, 2012.
I M PA I R M E N T O F LO N G - L I V E D A S S E T S
As discussed in Note 1 to the Consolidated Financial Statements, the Company periodically assesses the realizability of
its long-lived assets and evaluates 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 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.
The goodwill impairment test involves a two-step process. The first step is a comparison of the fair value and carrying
value of the business unit with which the goodwill is associated. The Company estimates fair value using the best
information available, and computes the fair value by an equal weighting of the results derived by a market approach
and an income approach utilizing discounted cash flow projections. The income approach uses a projection of a
business unit’s estimated operating results and cash flows that is discounted using a weighted-average cost of capital
that reflects current market conditions. The projection uses management’s best estimates of economic and market
conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in
operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth
rates, future estimates of capital expenditures and changes in future working capital requirements.
If the carrying value of the business unit is higher than its fair value, there is an indication that impairment may exist and
the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined
by comparing the implied fair value of business unit goodwill to the carrying value of the goodwill in the same manner
as if the business unit was being acquired in a business combination. Specifically, the Company would allocate the
fair value to all of the assets and liabilities of the business unit, including any unrecognized intangible assets, in a
hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less
than the recorded goodwill, the Company would record an impairment charge for the difference.
A key assumption in the Company’s fair value estimate is the weighted average cost of capital utilized for discounting its
cash flow projections in its income approach. The Company believes the rate it used in its annual test, which is completed
in the fourth quarter each year, was consistent with the risks inherent in its business and with industry discount rates.
The Company performed sensitivity analyses on its estimated fair value using the income approach. Holding all other
assumptions constant as of the measurement date, the Company noted that an increase in the weighted average cost
of capital of 100 basis points would not result in impairment of its goodwill.
E N V I R O N M E N TA L A N D O T H E R C O N T I N G E N C I E S
The Company is subject to certain loss contingencies related to environmental proceedings and other legal matters,
including those disclosed in Note 13 to the Company’s Consolidated Financial Statements. The Company has made
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pretax accruals for certain of these contingencies, including approximately $1.8 million reflected in Fiscal 2012, $2.9
million reflected in Fiscal 2011 and $0.8 million reflected in Fiscal 2010. The Company monitors these matters on
an ongoing basis and, on a quarterly basis, management reviews the Company’s reserves and accruals in relation
to each of them, adjusting provisions as management deems necessary in view of changes in available information.
Changes in estimates of liability are reported in the periods when they occur. Consequently, management believes that
its reserve in relation to each proceeding is a best estimate of probable loss connected to the proceeding, or in cases
in which no best estimate is possible, the minimum amount in the range of estimated losses, based upon its analysis
of the facts and circumstances as of the close of the most recent fiscal quarter. However, because of uncertainties
and risks inherent in litigation generally and in environmental proceedings in particular, there can be no assurance that
future developments will not require additional reserves to be set aside, that some or all reserves will be adequate or
that the amounts of any such additional reserves or any such inadequacy will not have a material adverse effect upon
the Company’s financial condition or results of operations.
R E V E N U E R E C O G N I T I O N
Retail sales are recorded at the point of sale and are net of estimated returns and exclude sales and value-added
taxes. Catalog and Internet sales are recorded at time of delivery to the customer and are net of estimated returns and
exclude sales taxes. Wholesale revenue is recorded net of estimated returns and allowances for markdowns, damages
and miscellaneous claims when the related goods have been shipped and legal title has passed to the customer.
Shipping and handling costs charged to customers are included in net sales. Estimated returns are based on historical
returns and claims. Actual amounts of markdowns have not differed materially from estimates. Actual returns and
claims in any future period may differ from historical experience.
I N C O M E TA X E S
As part of the process of preparing Consolidated Financial Statements, the Company is required to estimate its income
taxes in each of the tax jurisdictions in which it operates. This process involves estimating actual current tax obligations
together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting
purposes, such as depreciation of property and equipment and valuation of inventories. These temporary differences
result in deferred tax assets and liabilities, which are included within the Consolidated Balance Sheets. The Company
then assesses the likelihood that its deferred tax assets will be recovered from future taxable income. Actual results
could differ from this assessment if adequate taxable income is not generated in future periods. To the extent the
Company believes that recovery of an asset is at risk, valuation allowances are established. To the extent valuation
allowances are established or increased in a period, the Company includes an expense within the tax provision in the
Consolidated Statements of Operations. These deferred tax valuation allowances may be released in future years when
management considers that it is more likely than not that some portion or all of the deferred tax assets will be realized.
In making such a determination, management will need to periodically evaluate whether or not all available evidence,
such as future taxable income and reversal of temporary differences, tax planning strategies, and recent results of
operations, provides sufficient positive evidence to offset any other potential negative evidence that may exist at such
time. In the event the deferred tax valuation allowance is released, the Company would record an income tax benefit for
the portion or all of the deferred tax valuation allowance released. At January 28, 2012, the Company had a deferred
tax valuation allowance of $3.8 million. The Company recorded an effective income tax rate of 40.2% for Fiscal 2012
compared to 35.8% for Fiscal 2011. This year’s rate is higher due to transaction costs and deferred purchase price
related to the Schuh acquisition, which are considered permanent differences. The rate for Fiscal 2011 was unusually
low reflecting the net reduction of the Company’s liability for uncertain tax positions of $1.3 million in Fiscal 2011.
Income tax reserves are determined using the methodology required by the Income Tax Topic of the Accounting
Standards Codification (“Codification”). This methodology requires companies to assess each income tax position
taken using a two-step process. A determination is first made as to whether it is more likely than not that the position
will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is
expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount
that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position. Uncertain tax
positions require determinations and estimated liabilities to be made based on provisions of the tax law which may be
subject to change or varying interpretation. If the Company’s determinations and estimates prove to be inaccurate, the
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GENESCO INC. AND SUBSIDIARIES
resulting adjustments could be material to its future financial results. The Company believes it is reasonably possible
that there will be an $8.0 million decrease in the gross tax liability for uncertain tax positions within the next 12 months
based upon the expiration of statutes of limitation in various tax jurisdictions and potential settlements. See Note 9 to
the Company’s Consolidated Financial Statements for additional information regarding income taxes.
P O S T R E T I R E M E N T B E N E F I T S P L A N A C C O U N T I N G
Full-time employees who had at least 1,000 hours of service in calendar year 2004, except employees in the Lids Sports
Group and Schuh Group segments, are covered by a defined benefit pension plan. The Company froze the defined
benefit pension plan effective January 1, 2005. The Company also provides certain former employees with limited medical
and life insurance benefits. The Company funds at least the minimum amount required by the Employee Retirement
Income Security Act.
As required by the Compensation – Retirement Benefits Topic of the Codification, the Company is required to recognize
the overfunded or underfunded status of postretirement benefit plans as an asset or liability in their Consolidated Balance
Sheets and to recognize changes in that funded status in accumulated other comprehensive loss, net of tax, in the year
in which the changes occur.
The Company accounts for the defined benefit pension plans using the Compensation-Retirement Benefits Topic of
the Codification. As permitted under this topic, pension expense is recognized on an accrual basis over employees’
approximate service periods. The calculation of pension expense and the corresponding liability requires the use of a
number of critical assumptions, including the expected long-term rate of return on plan assets and the assumed discount
rate, as well as the recognition of actuarial gains and losses. Changes in these assumptions can result in different
expense and liability amounts, and future actual experience can differ from these assumptions.
LO N G -T E R M R AT E O F R E T U R N A S S U M P T I O N – Pension expense increases as the expected rate of return on pension
plan assets decreases. The Company estimates that the pension plan assets will generate a long-term rate of return
of 8.25%. The Company has lowered its long-term rate of return assumption to 7.75% for Fiscal 2013. To develop this
assumption, the Company considered historical asset returns, the current asset allocation and future expectations of
asset returns. The expected long-term rate of return on plan assets is based on a long-term investment policy of 50%
U.S. equities, 13% international equities, 35% U.S. fixed income securities and 2% cash equivalents. For Fiscal 2012, if
the expected rate of return had been decreased by 1%, net pension expense would have increased by $1.0 million, and
if the expected rate of return had been increased by 1%, net pension expense would have decreased by $1.0 million.
D I S C O U N T R AT E – Pension liability and future pension expense increase as the discount rate is reduced. The Company
discounted future pension obligations using a rate of 4.35%, 5.25% and 5.625% for Fiscal 2012, 2011 and 2010,
respectively. The discount rate at January 28, 2012 was determined based on a yield curve of high-quality corporate
bonds with cash flows matching the Company’s plans’ expected benefit payments. For Fiscal 2012, if the discount
rate had been increased by 0.5%, net pension expense would have decreased by $0.5 million, and if the discount rate
had been decreased by 0.5%, net pension expense would have increased by $0.6 million. In addition, if the discount
rate had been increased by 0.5%, the projected benefit obligation would have decreased by $5.3 million and the
accumulated benefit obligation would have decreased by $5.3 million. If the discount rate had been decreased by 0.5%,
the projected benefit obligation would have been increased by $5.8 million and the accumulated benefit obligation
would have increased by $5.8 million.
A M O R T I Z AT I O N O F G A I N S A N D LO S S E S – The Company utilizes a calculated value of assets, which is an averaging
method that recognizes changes in the fair values of assets over a period of five years. At the end of Fiscal 2012, the
Company had unrecognized actuarial losses of $48.9 million. Accounting principles generally accepted in the United
States require that the Company recognize a portion of these losses when they exceed a calculated threshold. These
losses might be recognized as a component of pension expense in future years and would be amortized over the
average future service of employees, which is currently approximately six years. Future changes in plan asset returns,
assumed discount rates and various other factors related to the pension plan will impact future pension expense and
liabilities, including increasing or decreasing unrecognized actuarial gains and losses.
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The Company recognized expense for its defined benefit pension plans of $2.8 million, $2.3 million and $0.2 million in
Fiscal 2012, 2011 and 2010, respectively. The Company’s board of directors approved freezing the Company’s defined
pension benefit plan effective January 1, 2005. The Company’s pension expense is expected to increase in Fiscal 2013
by approximately $1.9 million due to a larger actuarial loss to be amortized and the change in the long-term rate of
return assumption to 7.75% from 8.25%.
S H A R E - B A S E D C O M P E N S AT I O N
The Company has share-based compensation plans covering certain members of management and non-employee
directors. The Company recognizes compensation expense for share-based payments based on the fair value of
the awards as required by the Compensation – Stock Compensation Topic of the Codification. For Fiscal 2012, 2011
and 2010, share-based compensation expense was less than $1,000, $0.2 million and $0.5 million, respectively. The
Company did not issue any new share-based compensation awards in Fiscal 2012, 2011 or 2010. For Fiscal 2012,
2011 and 2010, restricted stock expense was $7.7 million, $7.8 million and $6.5 million, respectively. The fair value of
employee restricted stock is determined based on the closing price of the Company’s stock on the date of the grant.
The benefits of tax deductions in excess of recognized compensation expense are reported as a financing cash flow.
Comparable Store Sales
Comparable store sales begin in the fifty-third week of a store’s operation. Temporarily closed stores are excluded from
the comparable store sales calculation for every full week of the store closing. Expanded stores are excluded from
the comparable store sales calculation until the fifty-third week of operation in the expanded format. Unless otherwise
specified, e-commerce and catalog sales are excluded from comparable store sales calculations.
Results of Operations – Fiscal 2012 Compared to Fiscal 2011
The Company’s net sales for Fiscal 2012 increased 28.1% to $2.29 billion from $1.79 billion in Fiscal 2011. The increase
in net sales was a result of an increase in comparable store sales in the Lids Sports Group, Journeys Group and
Johnston & Murphy Group, combined with $274.2 million of sales from businesses acquired over the past 12 months,
offset slightly by lower sales in Licensed Brands and Underground Station Group. Gross margin increased 28.0% to
$1.15 billion in Fiscal 2012 from $901.8 million in Fiscal 2011 and was flat as a percentage of net sales at 50.4%. Selling
and administrative expenses in Fiscal 2012 increased 24.8% from Fiscal 2011 but decreased as a percentage of net
sales from 45.1% to 44.0%, primarily reflecting expense leverage in the Lids Sports Group, Journeys Group, Johnston &
Murphy Group and Underground Station Group due to positive comparable store sales and increased wholesale sales
in the Johnston & Murphy Group. The Company records buying and merchandising and occupancy costs in selling
and administrative expense. Because the Company does not include these costs in cost of sales, the Company’s
gross margin may not be comparable to other retailers that include these costs in the calculation of gross margin.
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 Fiscal 2012 were $138.8 million,
compared to $85.0 million for Fiscal 2011. Pretax earnings for Fiscal 2012 included restructuring and other charges of
$2.7 million, including $1.1 million for retail store asset impairments, $0.9 million for other legal matters and $0.7 million
for expenses related to the computer network intrusion announced in December 2010. Pretax earnings for Fiscal 2011
included restructuring and other charges of $8.6 million, including $7.2 million for retail store asset impairments, $1.3
million for expenses related to the computer network intrusion and $0.1 million for other legal matters.
Net earnings for Fiscal 2012 were $82.0 million ($3.43 diluted earnings per share) compared to $53.2 million ($2.24
diluted earnings per share) for Fiscal 2011. Net earnings for Fiscal 2012 includes $1.0 million ($0.05 diluted loss per
share) charge to earnings (net of tax), including $1.1 million primarily for anticipated costs of environmental remedial
alternatives related to former facilities operated by the Company, offset by a $0.1 million gain for excess provisions to
prior discontinued operations. Net earnings for Fiscal 2011 includes $1.3 million ($0.05 diluted loss per share) charge to
earnings (net of tax), including $1.8 million primarily for anticipated costs of environmental remedial alternatives related
to former facilities operated by the Company, offset by a $0.5 million gain for excess provisions to prior discontinued
26
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
GENESCO INC. AND SUBSIDIARIES
operations. The Company recorded an effective federal income tax rate of 40.2% for Fiscal 2012 compared to 35.8%
for Fiscal 2011. This year’s higher effective tax rate of 40.2% reflects transaction costs and deferred purchase price
related to the Schuh acquisition, which are considered permanent differences. Last year’s lower effective tax rate of
35.8% reflects the net reduction of the Company’s liability for uncertain tax positions of $1.3 million in Fiscal 2011. See
Note 9 to the Consolidated Financial Statements for additional information.
JOURNEYS GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
2 0 1 2
2 0 1 1
$ 9 2 7 , 7 4 3 $ 8 0 4 , 1 4 9
$ 8 2 , 7 8 5 $ 5 2 , 6 3 9
8 . 9 %
6 . 5 %
P E R C E N T
C H A N G E
1 5 . 4 %
5 7 . 3 %
Net sales from Journeys Group increased 15.4% to $927.7 million for Fiscal 2012 from $804.1 million for Fiscal 2011.
The increase reflects primarily a 15% increase in comparable store sales. The comparable store sales increase reflected
a 12% increase in footwear unit comparable sales and a 2% increase in the average price per pair of shoes. Total unit
sales increased 13% during the same period. The store count for Journeys Group was 1,017 stores at the end of Fiscal
2012, including 152 Journeys Kidz stores, 53 Shi by Journeys stores and 13 Journeys stores in Canada, compared
to 1,017 stores at the end of Fiscal 2011, including 149 Journeys Kidz stores, 55 Shi by Journeys stores and three
Journeys stores in Canada.
Journeys Group earnings from operations for Fiscal 2012 increased 57.3% to $82.8 million, compared to $52.6 million
for Fiscal 2011. The increase in earnings from operations was primarily due to increased net sales and decreased
expenses as a percentage of net sales, reflecting leveraging of occupancy costs, selling salaries and depreciation.
UNDERGROUND STATION GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
L o s s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
2 0 1 2
2 0 1 1
$ 9 2 , 3 7 3 $ 9 4 , 3 5 1
$
( 3 3 3 ) $
( 0 . 4 )%
( 2 , 9 9 7 )
( 3 . 2 ) %
P E R C E N T
C H A N G E
( 2 . 1 ) %
8 8 . 9 %
Net sales from the Underground Station Group decreased 2.1% to $92.4 million for Fiscal 2012 from $94.4 million
for Fiscal 2011. The decrease reflects a 12% decrease in average Underground Station Group stores operated (i.e.,
the sum of the number of stores open on the first day of the fiscal year and the last day of each fiscal month during
the year divided by thirteen) partially offset by a 6% increase in comparable store sales. Comparable footwear unit
sales increased 4% while the average price per pair of shoes decreased 1%, reflecting changes in product mix. Total
unit sales for the Group decreased 4% for Fiscal 2012. Underground Station Group operated 137 stores at the end
of Fiscal 2012. The Company had operated 151 Underground Station Group stores at the end of Fiscal 2011. The
Company has announced the integration of Underground Station operations into the Journeys Group segment during
Fiscal 2013. The former Underground Station stores will be a subset of Journeys Group under the brand “Underground
by Journeys.” Product in the new “Underground by Journeys” stores will resemble a traditional Journeys store with
appropriate merchandise changes to reflect mall and store demographics, targeting a somewhat older customer base
than Journeys stores. The Company plans to continue to close underperforming Underground by Journeys locations.
The Underground Station Group loss from operations for Fiscal 2012 improved to $(0.3) million compared to $(3.0)
million for the same period last year. The improvement was primarily due to decreased expenses as a percentage
of net sales, reflecting decreased occupancy costs, depreciation and compensation expenses resulting from strong
comparable store sales and closing unprofitable stores.
27
GENESCO INC. AND SUBSIDIARIES
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
SCHUH GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
P E R C E N T
2 0 1 2
$ 2 1 2 , 2 6 2 $
$ 1 1 , 7 1 1 $
5 . 5 %
2 0 1 1
-
-
-
C H A N G E
N M
N M
Net sales from the Schuh Group were $212.3 million for the initial reporting period ended January 28, 2012, beginning
on June 20, 2011. Schuh Group operated 64 stores and 14 concessions at the end of Fiscal 2012.
Schuh Group earnings from operations were $11.7 million for Fiscal 2012. Earnings included $7.2 million in compensation
expense related to a deferred purchase price obligation in connection with the acquisition, as discussed above. Such
expense reduced operating margin for the segment by approximately 340 basis points. See Note 2 to the Consolidated
Financial Statements for additional information related to the Schuh acquisition.
LIDS SPORTS GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
2 0 1 2
2 0 1 1
$ 7 5 9 , 3 2 4 $ 6 0 3 , 3 4 5
$ 8 2 , 3 4 9 $ 5 6 , 0 2 6
1 0 . 8 %
9 . 3 %
P E R C E N T
C H A N G E
2 5 . 9 %
4 7 . 0 %
Net sales from the Lids Sports Group increased 25.9% to $759.3 million for Fiscal 2012 from $603.3 million for Fiscal
2011. The increase primarily reflects a 12% increase in comparable store sales and $59.8 million of sales from
businesses acquired over the past twelve months. The comparable store sales increase reflected a 10% increase in
comparable store units sold, primarily reflecting demand which management believes is driven by style trends and a
2% increase in average price per hat. Lids Sports Group operated 1,002 stores at the end of Fiscal 2012, including 82
stores in Canada and 120 Lids Locker Room stores and Clubhouse stores, compared to 985 stores at the end of Fiscal
2011, including 73 stores in Canada and 99 Lids Locker Room stores.
Lids Sports Group earnings from operations for Fiscal 2012 increased 47.0% to $82.3 million compared to $56.0 million
for Fiscal 2011. The increase in operating income was primarily due to increased headwear sales and decreased
expenses as a percentage of net sales, primarily reflecting leverage in store related expenses from positive comparable
store sales as well as for a change in sales mix in the Lids Sports Group. Wholesale sales accounted for 15% of the Lids
Sports Group’s sales in Fiscal 2012 compared to 12% in Fiscal 2011. Wholesale sales normally involve lower expenses
compared to retail stores.
JOHNSTON & MURPHY GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
2 0 1 2
2 0 1 1
$ 2 0 1 , 7 2 5 $ 1 8 5 , 0 1 1
$ 1 3 , 6 8 2 $
7 , 5 9 5
6 . 8 %
4 . 1 %
P E R C E N T
C H A N G E
9 . 0 %
8 0 . 1 %
Johnston & Murphy Group net sales increased 9.0% to $201.7 million for Fiscal 2012 from $185.0 million for Fiscal
2011. The increase reflected primarily a 10% increase in comparable store sales and a 5% increase in Johnston &
Murphy wholesale sales, partially offset by a 2% decrease in average stores operated for Johnston & Murphy retail
operations. Unit sales for the Johnston & Murphy wholesale business increased 4% in Fiscal 2012 and the average
price per pair of shoes increased 1% for the same period. The comparable store sales increase in Fiscal 2012 reflects
a 3% increase in footwear unit comparable sales and a 3% increase in average price per pair of shoes, primarily due to
changes in product mix. The comparable store sales increase also reflects increased sales of non-footwear categories.
Retail operations accounted for 74.3% of Johnston & Murphy Group sales in Fiscal 2012, up from 73.3% in Fiscal 2011.
The store count for Johnston & Murphy retail operations at the end of Fiscal 2012 included 153 Johnston & Murphy
shops and factory stores compared to 156 Johnston & Murphy shops and factory stores at the end of Fiscal 2011.
Johnston & Murphy earnings from operations for Fiscal 2011 increased 80.1% to $13.7 million from $7.6 million for
Fiscal 2011, primarily due to increased net sales, increased gross margin as a percentage of net sales and decreased
28
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
GENESCO INC. AND SUBSIDIARIES
expenses as a percentage of net sales. Expenses reflected positive leverage in occupancy and depreciation from the
increase in comparable store sales.
LICENSED BRANDS
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D P E R C E N T
2 0 1 2
2 0 1 1
$
$
97,444 $ 1 0 1 , 6 4 4
1 2 , 3 5 9
9 , 4 5 6 $
9 . 7 %
1 2 . 2 %
C H A N G E
( 4 . 1 ) %
( 2 3 . 5 ) %
Licensed Brands’ net sales decreased 4.1% to $97.4 million for Fiscal 2012 from $101.6 million for Fiscal 2011. The
sales decrease reflects a decrease in sales of Dockers Footwear which management attributes in part to retailers’
increasing emphasis on their private label brands, offset by a $4.9 million increase in sales from the Chaps line of
footwear and Keuka Footwear business, which was acquired in the third quarter of Fiscal 2011. Unit sales for Dockers
Footwear decreased 9% for Fiscal 2012, and the average price per pair of shoes decreased 1% for the same period.
Licensed Brands’ earnings from operations for Fiscal 2012 decreased 23.5%, from $12.4 million for Fiscal 2011 to $9.5
million, primarily due to decreased net sales, decreased gross margins as a percentage of net sales and to increased
expenses as a percentage of net sales, reflecting increased selling and advertising expenses and freight costs.
C O R P O R AT E , I N T E R E S T E X P E N S E S A N D O T H E R C H A R G E S
Corporate and other expense for Fiscal 2012 was $55.8 million compared to $39.5 million for Fiscal 2011. Corporate
expense in Fiscal 2012 included $2.7 million in restructuring and other charges, primarily for retail store asset impairments,
other legal matters, network intrusion expenses and $7.4 million in acquisition related expenses. Corporate expense
in Fiscal 2011 included $8.6 million in restructuring and other charges, primarily for retail store asset impairments,
network intrusion expenses and other legal matters. Excluding the charges listed above, corporate and other expense
increased primarily due to higher bonus accruals reflecting improved financial performance of the Company.
Interest expense increased 356.4% from $1.1 million in Fiscal 2011 to $5.2 million in Fiscal 2012, due to average revolver
borrowings of $49.5 million in Fiscal 2012, primarily in connection with the Schuh acquisition, and acquired UK term loans
totaling $35.7 million as of January 28, 2012, compared to average revolver borrowings of $7.0 million in Fiscal 2011.
R e s u l t s o f O p e r a t i o n s – F i s c a l 2 0 1 1 C o m p a r e d t o F i s c a l 2 0 1 0
The Company’s net sales for Fiscal 2011 increased 13.7% to $1.79 billion from $1.57 billion in Fiscal 2010. The increase in
net sales was a result of an increase in comparable store sales in the Lids Sports Group, Journeys Group and Johnston &
Murphy Group and higher sales in Licensed Brands combined with $52.8 million of sales from businesses acquired
over the past twelve months. The higher sales were offset slightly by negative comparable store sales and lower sales,
reflecting fewer stores in operation in the Underground Station Group. Gross margin increased 13.3% to $901.8 million in
Fiscal 2011 from $795.9 million in Fiscal 2010 but decreased as a percentage of net sales from 50.6% to 50.4%. Selling
and administrative expenses in Fiscal 2011 increased 11.8% from Fiscal 2010 but decreased as a percentage of net sales
from 45.9% to 45.1%, primarily reflecting expense leverage in the Lids Sports Group, Journeys Group and Johnston &
Murphy Group due to positive comparable store sales and increased wholesale sales in the Johnston & Murphy Group.
The Company records buying and merchandising and occupancy costs in selling and administrative expense. Because
the Company does not include these costs in cost of sales, the Company’s gross margin may not be comparable to other
retailers that include these costs in the calculation of gross margin. 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 Fiscal 2011 were $85.0 million,
compared to $50.5 million for Fiscal 2010. Pretax earnings for Fiscal 2011 included restructuring and other charges of
$8.6 million, including $7.2 million for retail store asset impairments, $1.3 million for expenses related to the computer
network intrusion announced in December 2010, and $0.1 million for other legal matters. Pretax earnings for Fiscal
2010 included restructuring and other charges of $13.5 million, including $13.3 million for retail store asset impairments
and $0.4 million for lease terminations, offset by $0.3 million for other legal matters. Also included in pretax earnings
was $0.1 million in excess markdowns related to the lease terminations, reflected in cost of sales on the Consolidated
Statements of Operations. Pretax earnings for Fiscal 2010 also included a $5.5 million loss on early retirement of debt.
29
GENESCO INC. AND SUBSIDIARIES
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Net earnings for Fiscal 2011 were $53.2 million ($2.24 diluted earnings per share) compared to $28.8 million ($1.30
diluted earnings per share) for Fiscal 2010. Net earnings for Fiscal 2011 includes $1.3 million ($0.05 diluted loss per
share) charge to earnings (net of tax), including $1.8 million primarily for anticipated costs of environmental remedial
alternatives related to former facilities operated by the Company, offset by a $0.5 million gain for excess provisions to
prior discontinued operations. Net earnings for Fiscal 2010 includes $0.3 million ($0.01 diluted loss per share) charge to
earnings (net of tax), including $0.5 million primarily for anticipated costs of environmental remedial alternatives related
to former facilities operated by the Company offset by a $0.2 million gain for excess provisions to prior discontinued
operations. The Company recorded an effective federal income tax rate of 35.8% for Fiscal 2011 compared to 42.4%
for Fiscal 2010. The lower effective tax rate for Fiscal 2011 of 35.8% reflects the net reduction of the Company’s liability
for uncertain tax positions of $1.3 million in Fiscal 2011, as well as the non-deductibility in Fiscal 2010 of certain items
incurred in connection with the inducement of conversion of the Debentures for common stock. The higher effective tax
rate in Fiscal 2010 of 42.4% reflects the non-deductibility of certain items incurred in connection with the inducement
of the conversion of the Debentures for common stock in Fiscal 2010. See Note 9 to the Consolidated Financial
Statements for additional information.
JOURNEYS GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
P E R C E N T
2 0 1 1
2 0 1 0
$ 8 0 4 , 1 4 9 $ 7 4 9 , 2 0 2
$ 5 2 , 6 3 9 $ 4 2 , 0 9 0
6 . 5 %
5 . 6 %
C H A N G E
7 . 3 %
2 5 . 1 %
Net sales from Journeys Group increased 7.3% to $804.1 million for Fiscal 2011 from $749.2 million for Fiscal 2010.
The increase reflects primarily a 7% increase in comparable store sales, resulting from a 7% increase in footwear unit
comparable sales with no change in the average price per pair of shoes. Total unit sales increased 8% during the same
period. The store count for Journeys Group was 1,017 stores at the end of Fiscal 2011, including 149 Journeys Kidz
stores, 55 Shi by Journeys stores and three Journeys stores in Canada, compared to 1,025 stores at the end of Fiscal
2010, including 150 Journeys Kidz stores and 56 Shi by Journeys stores.
Journeys Group earnings from operations for Fiscal 2011 increased 25.1% to $52.6 million, compared to $42.1 million
for Fiscal 2010. The increase in earnings from operations was primarily due to increased net sales and decreased
expenses as a percentage of net sales, reflecting store-related occupancy cost leverage from positive comparable
store sales and lower depreciation expense.
UNDERGROUND STATION GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
L o s s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
P E R C E N T
2 0 1 1
$ 9 4 , 3 5 1
$
( 2 , 9 9 7 ) $
( 3 . 2 ) %
2 0 1 0
$ 9 9 , 4 5 8
( 4 , 8 0 9 )
( 4 . 8 ) %
C H A N G E
( 5 . 1 ) %
3 7 . 7 %
Net sales from the Underground Station Group decreased 5.1% to $94.4 million for Fiscal 2011 from $99.5 million
for Fiscal 2010. The decrease reflects a 1% decrease in comparable store sales and a 9% decrease in average
Underground Station Group stores operated. Comparable footwear unit sales increased 4% while the average price
per pair of shoes decreased 4%, reflecting changes in product mix. Total unit sales for the Group were flat for Fiscal
2011. Underground Station Group operated 151 stores at the end of Fiscal 2011. The Company had operated 170
Underground Station Group stores at the end of Fiscal 2010. The Company plans to close certain underperforming
Underground Station stores as the opportunity presents itself, and attempt to secure rent relief on other locations while
it assesses the future prospects for the chain.
The Underground Station Group loss from operations for Fiscal 2011 improved to $(3.0) million compared to $(4.8)
million for the same period last year. The improvement was due to increased gross margin as a percentage of net sales,
reflecting decreased markdowns, decreased expenses as a percentage of net sales due to decreased occupancy
costs and depreciation and to earnings improvement resulting from closing underperforming stores.
30
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
GENESCO INC. AND SUBSIDIARIES
LIDS SPORTS GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
P E R C E N T
2 0 1 1
2 0 1 0
$ 6 0 3 , 3 4 5 $ 4 6 5 , 7 7 6
$ 5 6 , 0 2 6 $ 4 2 , 7 0 8
9 . 3 %
9 . 2 %
C H A N G E
2 9 . 5 %
3 1 . 2 %
Net sales from the Lids Sports Group increased 29.5% to $603.3 million for Fiscal 2011 from $465.8 million for Fiscal 2010.
The increase reflects primarily a 9% increase in comparable store sales, a $46.7 million increase in sales from the Lids
Team Sports business, primarily due to acquisitions, and a $36.0 million increase in sales from Lids Locker Room, including
the Sports Avenue stores acquired during the third quarter of the year. The comparable store sales increase reflected a
7% increase in comparable store headwear units sold, primarily reflecting demand which management believes is driven
by style trends and a 2% increase in average price per hat. Lids Sports Group operated 985 stores at the end of Fiscal
2011, including 73 stores in Canada and 99 Lids Locker Room stores, compared to 921 stores at the end of Fiscal 2010,
including 60 stores in Canada and 37 Lids Locker Room stores.
Lids Sports Group earnings from operations for Fiscal 2011 increased 31.2% to $56.0 million compared to $42.7 million
for Fiscal 2010. The increase in operating income was primarily due to increased net sales and decreased expenses as a
percentage of net sales, primarily reflecting leverage from positive comparable store sales.
JOHNSTON & MURPHY GROUP
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
P E R C E N T
2 0 1 1
2 0 1 0
$ 1 8 5 , 0 1 1 $ 1 6 6 , 0 7 9
4 , 7 2 5
$
7 , 5 9 5 $
4 . 1 %
2 . 8 %
C H A N G E
1 1 . 4 %
6 0 . 7 %
Johnston & Murphy Group net sales increased 11.4% to $185.0 million for Fiscal 2011 from $166.1 million for Fiscal
2010, reflecting primarily an 8% increase in comparable store sales and a 21% increase in Johnston & Murphy wholesale
sales, partially offset by a 1% decrease in average stores operated for Johnston & Murphy retail operations. The
comparable store sales increase in Fiscal 2011 reflects an 11% increase in footwear unit comparable sales offset by a
5% decrease in average price per pair of shoes, primarily due to changes in product mix. Unit sales for the Johnston
& Murphy wholesale business increased 14% in Fiscal 2011 and the average price per pair of shoes increased 6% for
the same period. Retail operations accounted for 73.3% of Johnston & Murphy Group sales in Fiscal 2011, down from
75.4% in Fiscal 2010. The store count for Johnston & Murphy retail operations at the end of Fiscal 2011 included 156
Johnston & Murphy shops and factory stores compared to 160 Johnston & Murphy shops and factory stores at the
end of Fiscal 2010.
Johnston & Murphy earnings from operations for Fiscal 2011 increased 60.7% to $7.6 million from $4.7 million for Fiscal
2010, primarily due to increased net sales and decreased expenses as a percentage of net sales, reflecting positive
leverage from the increase in comparable store sales and increased wholesale sales.
LICENSED BRANDS
D O L L A R S I N T H O U S A N D S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y E A R E N D E D
P E R C E N T
2 0 1 0
2 0 1 1
$ 1 0 1 , 6 4 4
$ 9 3 , 1 9 4
$ 1 2 , 3 5 9 $ 1 1 , 9 7 4
1 2 . 2 %
1 2 . 8 %
C H A N G E
9 . 1 %
3.2 %
Licensed Brands’ net sales increased 9.1% to $101.6 million for Fiscal 2011 from $93.2 million for Fiscal 2010. The
sales increase reflects $9.1 million of increased sales from the Chaps line of footwear that the Company is sourcing
with limited distribution and a small acquisition made in the third quarter of Fiscal 2011, while sales of Dockers
Footwear were flat. Unit sales for Dockers Footwear increased 1% for Fiscal 2011 while the average price per pair of
shoes decreased 1% for the same period.
Licensed Brands’ earnings from operations for Fiscal 2011 increased 3.2%, from $12.0 million for Fiscal 2010 to $12.4
million, primarily due to increased net sales.
31
GENESCO INC. AND SUBSIDIARIES
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
C O R P O R AT E , I N T E R E S T E X P E N S E S A N D O T H E R C H A R G E S
Corporate and other expense for Fiscal 2011 was $39.5 million compared to $41.8 million for Fiscal 2010. Corporate
expense in Fiscal 2011 included $8.6 million in restructuring and other charges, primarily for retail store asset impairments,
network intrusion expenses and other legal matters. Corporate expense in Fiscal 2010 included $13.5 million in
restructuring and other charges, primarily for retail store asset impairments and lease terminations offset by other legal
matters. Corporate expense for Fiscal 2010 also included $5.5 million for the loss on early retirement of debt. Corporate
and other costs of sales for Fiscal 2010 included $0.1 million in excess markdowns related to lease terminations. Corporate
expenses, excluding restructuring and other charges and the loss on early retirement of debt in Fiscal 2010, increased
$8.1 million primarily due to higher bonus accruals reflecting improved financial performance of the Company.
Interest expense decreased 74.5% from $4.4 million in Fiscal 2010 to $1.1 million in Fiscal 2011, due to the conversion
of all the Company’s 4 1/8% Debentures during Fiscal 2010.
L i q u i d i t y a n d C a p i t a l R e s o u r c e s
The following table sets forth certain financial data at the dates indicated.
D O L L A R S I N M I L L I O N S
C a s h a n d c a s h e q u i v a l e n t s
W o r k i n g c a p i t a l
L o n g - t e r m d e b t ( i n c l u d e s c u r r e n t m a t u r i t i e s )
W O R K I N G C A P I TA L
J A N . 2 8
J A N . 2 9
J A N . 3 0
2 0 1 2
$ 53.8
$ 290.9
$ 40.7
2 0 1 1
$
55.9
$ 278.7
-0-
$
2 0 1 0
$ 8 2 . 1
$ 2 8 0 . 4
-0-
$
The Company’s business is seasonal, with the Company’s 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.
Cash provided by operating activities was $145.0 million in Fiscal 2012 compared to $102.6 million in Fiscal 2011.
The $42.4 million increase in cash flow from operating activities from last year reflects improved earnings and a
change in other assets and liabilities and accounts receivable of $27.1 million and $15.1 million, respectively, offset
by a decrease in cash flow from changes in other accrued liabilities and accounts payable of $32.6 million and $14.8
million, respectively. The $27.1 million increase in cash flow from other assets and liabilities reflects an increase in the
bonus bank liability, resulting from increased bonuses in Fiscal 2012, and deferred compensation due to the deferred
purchase price and bonus earn-out accruals related to Schuh, partially offset by an increase in long-term receivables
related to the network intrusion. The $15.1 million increase in cash flow from accounts receivable reflects primarily
decreased wholesale sales in Licensed Brands for Fiscal 2012 and the increase in wholesale sales, including the
additional sales in Lids Team Sports, in Fiscal 2011 when compared to Fiscal 2010, which together, contribute to the
increase in cash flow for Fiscal 2012. The $32.6 million decrease in cash flow from other accrued liabilities was due to
a reduction in the growth of current bonus accruals and increased payments related to environmental liabilities. The
$14.8 million decrease in cash flow from accounts payable reflected changes in buying patterns and payment terms
negotiated with individual vendors.
The $42.3 million increase in inventories at January 28, 2012 from January 29, 2011 levels reflects primarily an increase
in Lids retail inventory to support growth and increases in Lids Team Sports inventory to support growth and to improve
customer fulfillment.
Accounts receivable at January 28, 2012 decreased $3.0 million compared to January 29, 2011, due primarily to
decreased wholesale sales in Licensed Brands.
Cash provided by operating activities was $102.6 million in Fiscal 2011 compared to $142.1 million in Fiscal
2010. The $39.5 million decrease from operating activities from Fiscal 2010 reflects a decrease in cash flow from
changes in inventory and accounts receivable of $68.4 million and $9.8 million, respectively, offset by increases from
improved earnings and changes in other accrued liabilities of $39.9 million. The $68.4 million decrease in cash flow
from inventory reflected the decision in Fiscal 2011 to accelerate receipts in anticipation of potential supply chain
disruptions associated with the Chinese New Year, increased purchases to support sales and efforts in Fiscal 2010
to reduce inventory in order to align inventory growth with sales growth, especially in the Johnston & Murphy Group.
32
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
GENESCO INC. AND SUBSIDIARIES
The $9.8 million decrease in cash flow from accounts receivable reflects increased wholesale sales including the
additional sales in Lids Team Sports related to recent acquisitions. The $39.9 million increase in cash flow from other
accrued liabilities reflected increased bonus accruals and increased income tax accruals in Fiscal 2011 compared to
Fiscal 2010, resulting from improved earnings.
The $44.3 million increase in inventories at January 29, 2011 from January 30, 2010 levels reflects the decision in Fiscal
2011 to accelerate receipts in anticipation of potential supply chain disruptions associated with the Chinese New Year
and increased purchases to support sales.
Accounts receivable at January 29, 2011 increased $12.1 million compared to January 30, 2010, due primarily to
increased wholesale sales reflecting growth in Lids Team Sports and in the Johnston & Murphy wholesale business.
S O U R C E S O F L I Q U I D I T Y
The Company has three principal sources of liquidity: cash from operations, cash and cash equivalents on hand and
the Credit Facility and UK Credit Facility discussed below. The Company believes that cash and cash equivalents on
hand, cash from operations and availability under its Credit Facility and UK Credit Facility will be sufficient to cover its
working capital and capital expenditures for the foreseeable future.
On June 23, 2011, the Company entered into a First Amendment (the “Amendment”) to the Second Amended and
Restated Credit Agreement (the “Credit Facility”) dated January 21, 2011, in the aggregate principal amount of $375.0
million, with a $40.0 million swingline loan sublimit, a $70.0 million sublimit for the issuance of standby letters of credit
and a Canadian sub-facility of up to $8.0 million, and has a five-year term, expiring in January 2016. The Amendment
raised the aggregate principal amount on the Credit Facility to $375.0 million from $300.0 million. Any swingline loans
and any letters of credit and borrowings under the Canadian facility will reduce the availability under the Credit Facility
on a dollar-for-dollar basis. In addition, the Company has an option to increase the availability under the Credit Facility
by up to $75.0 million subject to, among other things, the receipt of commitments for the increased amount. The
aggregate amount of the loans made and letters of credit issued under the Credit Facility shall at no time exceed
the lesser of the facility amount ($375.0 million or, if increased at the Company’s option, subject to the receipt of
commitments for the increased amount, up to $450.0 million) or the “Borrowing Base”, which generally is based on 90%
of eligible inventory plus 85% of eligible wholesale receivables (50% of eligible wholesale receivables of the Lids Team
Sports business) plus 90% of eligible credit card and debit card receivables less applicable reserves. For additional
information on the Company’s Credit Facility, see Note 6 to the Consolidated Financial Statements included in Item 8.
In connection with the Schuh acquisition, Schuh entered into an amended and restated Senior Term Facilities Agreement
and Working Capital Facility Letter (collectively, the “UK Credit Facility”) which provides for term loans of up to £29.5
million (a £15.5 million A term loan and £14.0 million B term loan) and a working capital facility of £5.0 million. The A
term loan bears interest at LIBOR plus 2.50% per annum. The B term loan bears interest at LIBOR plus 3.75% per annum.
The Company is not required to make any payments on the B term loan until it expires October 31, 2015, unless the
Company’s Schuh Group segment has excess cash flow. The Company paid £4.5 million on the B term loan in the fourth
quarter of Fiscal 2012. The working capital facility bears interest at the Base Rate (as defined) plus 2.25% per annum.
The UK Credit Facility contains certain covenants at the Schuh level including a minimum interest coverage covenant
initially set at 4.25x and increasing to 4.50x in January 2012 and thereafter, a maximum leverage covenant initially set at
2.75x declining over time at various rates to 2.25x beginning in July 2012 and a minimum cash flow coverage of 1.10x.
The Company was in compliance with all the covenants at January 28, 2012.
The UK Credit Facility is secured by a pledge of all the assets of Schuh and its subsidiaries.
Revolving credit borrowings averaged $49.5 million during Fiscal 2012 and $7.0 million during Fiscal 2011, as cash on hand
and cash generated from operations primarily funded seasonal working capital requirements and capital expenditures for
Fiscal 2012 with revolver borrowings used during the second quarter of Fiscal 2012 for the purchase of Schuh Group Ltd.
There were $10.1 million of letters of credit outstanding, $5.0 million of revolver borrowings outstanding under the Credit Facility
and $35.7 million in UK term loans outstanding at January 28, 2012. The Company is not required to comply with any financial
covenants under the Credit Facility unless Excess Availability (as defined in the First Amendment to the Second Amended
and Restated Credit Agreement) is less than the greater of $27.5 million or 12.5% of the Loan Cap. If and during such time as
33
GENESCO INC. AND SUBSIDIARIES
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Excess Availability is less than the greater of $27.5 million or 12.5% of the Loan Cap, the Credit Facility requires the Company
to meet a minimum fixed charge coverage ratio of (a) an amount equal to consolidated EBITDA less capital expenditures and
taxes paid in cash, in each case for such period, to (b) fixed charges for such period, of not less than 1.0:1.0. Excess Availability
was $272.4 million at January 28, 2012. Because Excess Availability exceeded $27.5 million or 12.5% of the Loan Cap, the
Company was not required to comply with this financial covenant at January 28, 2012.
The Company’s Credit Facility prohibits the payment of dividends and other restricted payments unless as of the
date of the making of any Restricted Payment or consummation of any Acquisition, (a) no Default or Event of Default
exists or would arise after giving effect to such Restricted Payment or Acquisition, and (b) either (i) the Borrowers
have pro forma projected Excess Availability for the following six month period equal to or greater than 50% of the
Loan Cap, after giving pro forma effect to such Restricted Payment or Acquisition, or (ii) (A) the Borrowers have pro
forma projected Excess Availability for the following six month period of less than 50% of the Loan Cap but equal to
or greater than 20% of the Loan Cap, after giving pro forma effect to the Restricted Payment or Acquisition, and (B)
the Fixed Charge Coverage Ratio, on a pro-forma basis for the twelve months preceding such Restricted Payment or
Acquisition, will be equal to or greater than 1.0:1.0 and (c) after giving effect to such Restricted Payment or Acquisition,
the Borrowers are Solvent. The Company’s management does not expect availability under the Credit Facility to fall
below the requirements listed above during Fiscal 2013. The Company’s UK Credit Facility prohibits the payment of
any dividends by Schuh or its subsidiaries to the Company.
The aggregate of annual dividend requirements on the Company’s Subordinated Serial Preferred Stock is $2.30 Series 1,
$4.75 Series 3 and $4.75 Series 4, and on its $1.50 Subordinated Cumulative Preferred Stock is $0.2 million.
C O N T R A C T U A L O B L I G AT I O N S
The following tables set forth aggregate contractual obligations and commitments as of January 28, 2012.
PAY M E N T S D U E BY P E R I O D
L E S S T H A N 1
1– 3
3 – 5
M O R E
T H A N 5
I N T H O U S A N D S
Capital Lease Obligations
Long-Term Debt Obligations
Operating Lease Obligations
Purchase Obligations(1)
Long-Term Obligations – Schuh(2)
Other Long-Term Liabilities
Total Contractual Obligations(3)
C O M M E R C I A L C O M M I T M E N T S
$
Y E A R
T O TA L
Y E A R S
Y E A R S
1 $
3 $
15 $
Y E A R S
8
-0-
294,881
-0-
-0-
478
$ 1,707,395 $ 707,895 $ 401,169 $ 302,964 $ 295,367
40,704
1,133,972
494,690
36,658
1,356
20,945
274,424
-0-
7,241
351
10,986
361,785
-0-
28,044
351
8,773
202,882
494,690
1,373
176
3 $
I N T H O U S A N D S
Letters of Credit
Total Commercial Commitments
C O M M I T T E D
$
$
10,138 $
10,138 $
(1) Open purchase orders for inventory.
A M O U N T O F C O M M I T M E N T E X P I R AT I O N P E R P E R I O D
T O TA L A M O U N T S L E S S T H A N 1
1– 3
3 – 5
M O R E
T H A N 5
Y E A R S
Y E A R
Y E A R S
Y E A R S
10,138 $
10,138 $
-0- $
-0- $
-0- $
-0- $
-0-
-0-
(2) Includes deferred purchase price payments, earn-out bonus payments and retention note payments related to the Schuh acquisition and interest on the
UK term loans. For additional information, see Notes 2 and 6 to the Consolidated Financial Statements.
(3) Excludes unrecognized tax benefits of $21.9 million due to their uncertain nature in timing of payments, if any.
C A P I TA L E X P E N D I T U R E S
Capital expenditures were $49.5 million, $29.3 million and $33.8 million for Fiscal 2012, 2011 and 2010, respectively. The
$20.2 million increase in Fiscal 2012 capital expenditures as compared to Fiscal 2011 reflected an increase in retail store
capital expenditures due to the construction of 70 new stores opened in Fiscal 2012, compared to 53 stores in Fiscal
2011 and increased major and minor renovations due to lease renewals. The $4.5 million decrease in Fiscal 2011 capital
expenditures as compared to Fiscal 2010 reflected a decrease in retail store capital expenditures due to the construction
of 53 new stores opened in Fiscal 2011, compared to 61 stores in Fiscal 2010.
34
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
GENESCO INC. AND SUBSIDIARIES
Total capital expenditures in Fiscal 2013 are expected to be approximately $85.6 million. These include retail capital
expenditures of approximately $77.5 million to open approximately 27 Journeys stores, including 12 in Canada, seven
Journeys Kidz stores, three Shi by Journeys stores, eight Schuh stores, 13 Johnston & Murphy shops and factory stores and
42 Lids Sports Group stores including 25 Lids stores, with 10 stores in Canada, and 17 Lids Locker Room and Clubhouse
stores, with two Lids Locker Room stores in Canada, and to complete approximately 161 major store renovations. The
planned amount of capital expenditures in Fiscal 2013 for wholesale operations and other purposes is approximately $8.1
million, including approximately $4.3 million for new systems to improve customer service and support the Company’s growth.
F U T U R E C A P I TA L N E E D S
The Company expects that cash on hand and cash provided by operations and borrowings under its Credit Facility and
UK Credit Facility will be sufficient to support seasonal working capital and capital expenditure requirements during Fiscal
2013. The approximately $8.2 million of costs associated with discontinued operations that are expected to be paid during
the next twelve months are expected to be funded from cash on hand, cash generated from operations and borrowings
under the Credit Facility during Fiscal 2013.
COMMON ST OCK REPU R C H A S E S
The Company repurchased 85,000 shares at a cost of $2.0 million during Fiscal 2010. In the first quarter of Fiscal 2011, the board
increased the total repurchase authorization to $35.0 million. The board restored the total repurchase authorization in the third
quarter of Fiscal 2011 to $35.0 million. The Company repurchased 863,767 shares at a cost of $24.8 million during Fiscal 2011.
All of the $24.8 million in repurchases for Fiscal 2011, except $0.6 million, were repurchased under the original $35.0 million
authorization made during the first quarter of Fiscal 2011. The Company did not repurchase any shares during Fiscal 2012.
E n v i r o n m e n t a l a n d O t h e r C o n t i n g e n c i e s
The Company is subject to certain loss contingencies related to environmental proceedings and other legal matters,
including those disclosed in Note 13 to the Company’s Consolidated Financial Statements. The Company has made
pretax accruals for certain of these contingencies, including approximately $1.8 million reflected in Fiscal 2012, $2.9 million
reflected in Fiscal 2011 and $0.8 million reflected in Fiscal 2010. The Company monitors these matters on an ongoing
basis and, on a quarterly basis, management reviews the Company’s reserves and accruals in relation to each of them,
adjusting provisions as management deems necessary in view of changes in available information. Changes in estimates
of liability are reported in the periods when they occur. Consequently, management believes that its reserve in relation
to each proceeding is a reasonable estimate of the probable loss connected to the proceeding, or in cases in which no
reasonable estimate is possible, the minimum amount in the range of estimated losses, based upon its analysis of the facts
and circumstances as of the close of the most recent fiscal quarter. However, because of uncertainties and risks inherent
in litigation generally and in environmental proceedings in particular, there can be no assurance that future developments
will not require additional reserves to be set aside, that some or all reserves may not be adequate or that the amounts of
any such additional reserves or any such inadequacy will not have a material adverse effect upon the Company’s financial
condition or results of operations.
F i n a n c i a l M a r k e t R i s k
The following discusses the Company’s exposure to financial market risk related to changes in interest rates and foreign
currency exchange rates.
O U T S TA N D I N G D E B T O F T H E C O M PA N Y – The Company has $5.0 million of outstanding revolver borrowings under
its Credit Facility at a weighted average interest rate of 4.50% as of January 28, 2012. A 100 basis point adverse change
in interest rates would increase interest expense by less than $0.1 million on the $5.0 million revolving credit debt. The
Company has $35.7 million of outstanding UK term loans at a weighted average interest rate of 4.11% as of January 28,
2012. A 100 basis point adverse change in interest rates would increase interest expense by $0.4 million on the $35.7
million term loans.
C A S H A N D C A S H E Q U I V A L E N T S – The Company’s cash and cash equivalent balances are invested in financial
instruments with original maturities of three months or less. The Company did not have significant exposure to changing
interest rates on invested cash at January 28, 2012. As a result, the Company considers the interest rate market risk implicit
in these investments at January 28, 2012 to be low.
35
GENESCO INC. AND SUBSIDIARIES
M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
F O R E I G N C U R R E N C Y E X C H A N G E R AT E R I S K – Most purchases by the Company from foreign sources are denominated
in U.S. dollars. To the extent that import transactions are denominated in other currencies, it was the Company’s practice to
hedge its risks through the purchase of forward foreign exchange contracts when the purchases were material. At January 28,
2012, the Company did not have any forward foreign exchange contracts for Euro outstanding.
A C C O U N T S R E C E I V A B L E – The Company’s accounts receivable balance at January 28, 2012 is concentrated in two of
its footwear wholesale businesses, which sell primarily to department stores and independent retailers across the United
States and its Lids Team Sports wholesale business, which sells primarily to colleges and high school athletic teams and
their fan bases. Including both footwear wholesale and Lids Team Sports wholesale business receivables, one customer
accounted for 5% and no other customer accounted for more than 4% of the Company’s total trade receivables balance as
of January 28, 2012. The Company monitors the credit quality of its customers and establishes an allowance for doubtful
accounts based upon factors surrounding credit risk of specific customers, historical trends and other information, as well
as customer specific factors; however, credit risk is affected by conditions or occurrences within the economy and the retail
industry, as well as company-specific information.
S U M M A R Y – Based on the Company’s overall market interest rate and foreign currency rate exposure at January 28, 2012, the
Company believes that the effect, if any, of reasonably possible near-term changes in interest rates or foreign currency exchange
rates on the Company’s consolidated financial position, results of operations or cash flows for Fiscal 2013 would not be material.
New Accounting Principles
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, an
update to the FASB Codification Comprehensive Income Topic, which amends the existing accounting standards related
to the presentation of comprehensive income in a company’s financial statements. This update requires that all non-owner
changes in shareholders’ equity be presented in either a single continuous statement of comprehensive income or in two
separate but consecutive statements. In the two statement approach, the first statement would present total net earnings
and its components followed consecutively by a second statement that should present total other comprehensive income,
the components of other comprehensive income and the total of comprehensive income. Under either presentation
alternative, reclassification adjustments and the effect of those adjustments on net earnings and other comprehensive
income must be presented in the respective statement or statements, as applicable. This update becomes effective in
periods beginning after December 15, 2011 and is required to be adopted retrospectively. Early adoption is permitted. The
Company is currently evaluating which of the two presentation alternatives it will adopt, but it is not expected to have a
significant impact on the Company’s results of operations or financial position.
In September 2011, the FASB issued Accounting Standards Update No. 2011-08, an update to FASB Codification
Intangibles – Goodwill and Other Topic, which amends the existing accounting standards related to the method of
assessing goodwill for potential impairment. Specifically, this update limits the requirement for a company to perform
a quantitative goodwill impairment test to situations in which management believes it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. This update becomes effective for annual and interim goodwill
impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company
will adopt this update in Fiscal 2013, which begins January 29, 2012. The Company does not expect the adoption of this
update to have a significant impact on the Company’s results of operations or financial position.
In December 2011, the FASB issued Accounting Standards Update No. 2011-12, an update to the FASB Codification
Comprehensive Income Topic, which defers the specific requirement to present items that are reclassified from accumulated
other comprehensive income to net earnings separately with their respective components of net earnings and other
comprehensive income. The update does not defer the requirement to report comprehensive income either in a single
continuous statement or in two separate but consecutive financial statements. This update becomes effective in periods
beginning after December 15, 2011. The Company does not expect the adoption of this update to have a significant impact
on the Company’s results of operations or financial position.
Inflation
The Company does not believe inflation has had a material impact on sales or operating results during periods covered
in this discussion.
36
F I N A N C I A L S U M M A R Y
IN THOUSANDS EXCEPT PER COMMON SHARE DATA,
FINANCIAL STATISTICS AND OTHER DATA
R e s u l t s o f O p e r a t i o n s D a t a
Net Sales
Depreciation and amortization
Earnings from operations
Earnings from continuing operations
before income taxes
Earnings from continuing operations
Provision for earnings from
discontinued operations, net
Net earnings
P e r C o m m o n S h a r e D a t a
Earnings from continuing operations
Basic
Diluted
Discontinued operations
Basic
Diluted
Net earnings
Basic
Diluted
B a l a n c e S h e e t D a t a
Total assets
Long-term debt
Non-redeemable preferred stock
Common equity
Capital expenditures
F i n a n c i a l S t a t i s t i c s
Earnings from operations
GENESCO INC. AND SUBSIDIARIES
2012
2011
2010
2009
2008
FISCAL YEAR END
$ 2,291,987 $ 1,789,839 $ 1,574,352 $ 1,551,562 $ 1,502,119
45,114
41,821
53,737
143,870
46,833
259,626
47,462
60,422
47,738
86,083
$
$
138,778
82,984
84,961
54,547
50,488
29,086
250,714
156,219
29,920
6,774
(1,025)
81,959 $
(1,336)
53,211 $
(273)
28,813 $
(5,463)
150,756 $
(1,603)
5,171
3.56 $
3.48
2.34 $
2.29
1.35 $
1.31
8.11 $
6.72
(.04)
(.05)
3.52
3.43
(.06)
(.05)
2.28
2.24
(.02)
(.01)
1.33
1.30
(.28)
(.23)
7.83
6.49
.29
.29
(.07)
(.07)
.22
.22
$ 1,237,265 $
40,704
4,957
710,404
49,456
961,082 $
863,652 $
-0-
5,183
619,135
29,299
-0-
5,220
577,093
33,825
816,063 $
113,735
5,203
444,552
49,420
801,685
147,271
5,338
420,778
80,662
as a percent of net sales
6.3%
4.8%
3.8%
16.7%
2.8%
Book value per share (common equity
divided by common shares outstanding)
Working capital (in thousands)
Current ratio
Percent long-term debt to total capitalization
O t h e r D a t a ( E n d o f Ye a r )
Number of retail outlets*
Number of employees
$
$
29.27 $
290,850 $
2.0
5.4%
26.15 $
278,692 $
2.2
0.0%
23.97 $
280,415 $
2.7
0.0%
23.10 $
259,137 $
2.9
20.2%
18.46
238,093
2.6
25.7%
2,387
21,475
2,309
15,200
2,276
13,925
2,234
13,775
2,175
13,950
* Includes 75 Schuh stores and concessions in Fiscal 2012 acquired June 23, 2011, 48 Sports Avenue stores in Fiscal 2011 acquired October 8, 2010, and 37
Sports Fan Attic stores in Fiscal 2010 acquired November 3, 2009. See Note 2 to the Consolidated Financial Statements.
Reflected in earnings from continuing operations for Fiscal 2012 was $7.4 million in acquisition related expenses. See Note 2 to the Consolidated Financial
Statements for additional information.
Reflected in earnings from continuing operations for Fiscal 2009 was a $204.1 million gain on the settlement of merger-related litigation.
Reflected in earnings from continuing operations for Fiscal 2009 and 2008 were $8.0 million and $27.6 million, respectively, in merger-related costs and litigation
expenses. These expenses were deductible for tax purposes in Fiscal 2009.
Reflected in earnings from continuing operations for Fiscal 2012, 2011, 2010, 2009 and 2008 were restructuring and other charges of $2.7 million, $8.6 million,
$13.4 million, $7.5 million and $9.7 million, respectively. See Note 3 to the Consolidated Financial Statements for additional information regarding these charges.
Long-term debt includes current obligations. In January 2011, the Company entered into the second amended and restated credit agreement in the aggregate
principal amount of $300.0 million. In June 2011, the Company entered into a first amendment to the second amended and restated credit agreement to raise
the aggregate principal amount to $375.0 million. During Fiscal 2010, the Company entered into separate exchange agreements whereby it acquired and retired all
$86.2 million in aggregate principal amount of its Debentures due June 15, 2023 in exchange for the issuance of 4,552,824 shares of its common stock. As
a result of the exchange agreements and conversions, the Company recognized a loss on the early retirement of debt of $5.5 million reflected in earnings from
continuing operations. See Note 6 to the Consolidated Financial Statements for additional information regarding the Company’s debt.
The Company has not paid dividends on its Common Stock since 1973. See Notes 6 and 8 to the Consolidated Financial Statements and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Sources of Liquidity” for a description of limitations
on the Company’s ability to pay dividends.
37
GENESCO INC. AND SUBSIDIARIES
M A N A G E M E N T ’ S R E S P O N S I B I L I T Y F O R F I N A N C I A L S TAT E M E N T S
GENESCO INC. AND CONSOLIDATED SUBSIDIARIES
The consolidated financial statements presented in this report are the responsibility of management and have been
prepared in conformity with U.S. generally accepted accounting principles. Some of the amounts included in the
financial information are necessarily based on the estimates and judgments of management, which are based on
currently available information and management’s view of current conditions and circumstances.
An independent registered public accounting firm audits the Company’s consolidated financial statements and the
effectiveness of internal control over financial reporting in accordance with the standards established by the Public
Company Accounting Oversight Board.
The audit committee of the board of directors, composed entirely of directors who are not employees of the Company,
meets regularly with management, internal audit and the independent registered public accounting firm to review
accounting, control, auditing and financial reporting matters. Internal audit and the independent auditors have full and
free access to the audit committee and meet (with and without management present) to discuss appropriate matters.
James S. Gulmi
Senior Vice President – Finance
Chief Financial Officer
Paul D. Williams
Vice President
Chief Accounting Officer
38
R E P O R T O F I N D E P E N D E N T R E G I S T E R E D P U B L I C A C C O U N T I N G F I R M O N F I N A N C I A L S TAT E M E N T S
GENESCO INC. AND SUBSIDIARIES
THE BOARD OF DIRECTORS AND SHAREHOLDERS
GENESCO INC.
We have audited the accompanying consolidated balance sheets of Genesco Inc. and Subsidiaries (the “Company”) as
of January 28, 2012 and January 29, 2011, and the related consolidated statements of earnings, cash flows and equity
for each of the three fiscal years in the period ended January 28, 2012. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Genesco Inc. and Subsidiaries at January 28, 2012 and January 29, 2011, and the consolidated
results of their operations and their cash flows for each of the three fiscal years in the period ended January 28, 2012,
in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company’s internal control over financial reporting as of January 28, 2012, based on criteria established
in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated March 28, 2012 expressed an unqualified opinion thereon.
Nashville, Tennessee
March 28, 2012
39
GENESCO INC. AND SUBSIDIARIES
R E P O R T O F I N D E P E N D E N T R E G I S T E R E D P U B L I C A C C O U N T I N G F I R M
O N I N T E R N A L C O N T R O L O V E R F I N A N C I A L R E P O R T I N G
THE BOARD OF DIRECTORS AND SHAREHOLDERS
GENESCO INC.
We have audited Genesco Inc. and Subsidiaries internal control over financial reporting as of January 28, 2012, based
on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the COSO criteria). Genesco Inc.’s management is responsible for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the
internal controls of Schuh Group Limited, which is included in the January 28, 2012 consolidated financial statements
of Genesco Inc. and constituted $251.3 million, or 20.3%, and $123.1 million, or 17.2%, of total assets and net assets,
respectively, as of January 28, 2012 and $212.3 million, or 9.3%, and $6.2 million, or 7.5%, of net sales and net
earnings, respectively, for the year then ended. Our audit of internal control over financial reporting of Genesco Inc. also
did not include an evaluation of the internal control over financial reporting of Schuh Group Limited.
In our opinion, Genesco Inc. and Subsidiaries maintained, in all material respects, effective internal control over
financial reporting as of January 28, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Genesco Inc. and Subsidiaries as of January 28, 2012 and January 29,
2011, and the related consolidated statements of earnings, cash flows, and equity for each of the three fiscal years in
the period ended January 28, 2012 and our report dated March 28, 2012 expressed an unqualified opinion thereon.
Nashville, Tennessee
March 28, 2012
40
C O N S O L I D AT E D B A L A N C E S H E E T S
I N T H O U S A N D S , E XC E P T S H A R E A M O U N T S
A S S E T S
C u r r e n t A s s e t s
Cash and cash equivalents
Accounts receivable, net of allowances of $6,900 at January 28, 2012
and $3,301 at January 29, 2011
Inventories
Deferred income taxes
Prepaids and other current assets
To t a l c u r r e n t a s s e t s
Property and equipment:
Land
Buildings and building equipment
Computer hardware, software and equipment
Furniture and fixtures
Construction in progress
Improvements to leased property
Property and equipment, at cost
Accumulated depreciation
Property and equipment, net
Deferred income taxes
Goodwill
Trademarks, net of accumulated amortization of 2,246 at January 28, 2012
and $1,151 at January 29, 2011
Other intangibles, net of accumulated amortization of
$13,645 at January 28, 2012 and $10,565 at January 29, 2011
Other noncurrent assets
Total Assets
L I A B I L I T I E S A N D E Q U I T Y
C u r r e n t L i a b i l i t i e s
Acounts payable
Accrued employee compensation
Accrued other taxes
Accrued income taxes
Current portion – long-term debt
Other accrued liabilities
Provision for discontinued operations
Total current liabilities
Long-term debt
Pension liability
Deferred rent and other long-term liabilities
Provision for discontinued operations
Total liabilities
Commitments and contingent liabilities
Equity
Non-redeemable preferred stock
Common equity:
Common stock, $1 par value: Authorized: 80,000,000 shares
Issued/Outstanding: January 28, 2012 – 24,757,826 / 24,269,362
January 29, 2011 – 24,162,634 / 23,674,170
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury shares, at cost
Total Genesco equity
Noncontrolling interest – non-redeemable
Total equity
Total Liabilities and Equity
The accompanying Notes are an integral part of these Consolidated Financial Statements.
41
GENESCO INC. AND SUBSIDIARIES
A S O F F I S C A L Y E A R E N D
2012
2 0 1 1
$
53,790
$ 55,934
43,713
435,113
22,541
40,155
595,312
6,118
20,260
116,920
127,949
7,158
299,775
578,180
44,512
359,736
19,130
33,743
513,055
4,863
17,992
92,929
105,056
9,109
279,295
509,244
(350,491)
(310,553)
227,689
28,152
259,759
198,691
19,036
153,301
78,276
52,486
14,808
12,578
33,269
11,935
$ 1,237,265
$ 961,082
$ 138,938
$ 117,001
53,029
38,188
26,293
16,390
8,773
52,789
8,250
304,462
31,931
22,201
156,794
4,267
519,655
17,289
13,259
-0-
38,177
10,449
234,363
-0-
11,906
83,406
4,586
334,261
4,957
5,183
24,758
149,479
586,990
(32,966)
(17,857)
715,361
2,249
717,610
24,163
131,910
505,224
(24,305)
(17,857)
624,318
2,503
626,821
$ 1,237,265
$ 961,082
FISCAL YEAR
2011
2012
2010
$ 2,291,987 $ 1,789,839 $ 1,574,352
778,482
722,087
13,361
60,422
5,518
1,137,938
1,007,502
2,677
143,870
-0-
887,992
807,197
8,567
86,083
-0-
5,157
(65)
5,092
138,778
55,794
82,984
(1,025)
81,959 $
3.56 $
(.04) $
3.52 $
3.48 $
(.05) $
3.43 $
$
$
$
$
$
$
$
1,130
(8)
1,122
84,961
30,414
54,547
(1,336)
53,211 $
2.34 $
(.06) $
2.28 $
2.29 $
(.05) $
2.24 $
4,430
(14)
4,416
50,488
21,402
29,086
(273)
28,813
1.35
(.02)
1.33
1.31
(.01)
1.30
GENESCO INC. AND SUBSIDIARIES
C O N S O L I D AT E D S TAT E M E N T S O F O P E R AT I O N S
IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
Net sales
Cost of sales
Selling and administrative expenses
Restructuring and other, net
Earnings from operations
Loss on early retirement of debt
Interest expense, net:
Interest expense
Interest income
Total interest expense, net
Earnings from continuing operations before income taxes
Income tax expense
Earnings from continuing operations
Provision for discontinued operations, net
N e t E a r n i n g s
Basic earnings per common share:
Continuing operations
Discontinued operations
Net earnings
Diluted earnings per common share:
Continuing operations
Discontinued operations
Net earnings
The accompanying Notes are an integral part of these Consolidated Financial Statements.
42
C O N S O L I D AT E D S TAT E M E N T S O F C A S H F LO W S
IN THOUSANDS
Cash Flows from Operating Activities:
Net earnings
Tax benefit of stock options exercised
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization
Amortization of deferred note expense and debt discount
Loss on early retirement of debt
Deferred income taxes
Provision for losses on accounts receivable
Impairment of long-lived assets
Restricted Stock and share-based compensation
Provision for discontinued operations
Other
Effect on cash of changes in working capital and other assets
and liabilities, net of acquisitions:
Accounts receivable
Inventories
Prepaids and other current assets
Accounts payable
Other accrued liabilities
Other assets and liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Capital expenditures
Acquisitions, net of cash acquired
Proceeds from asset sales
Net cash used in investing activities
Cash Flows from Financing Activities:
Payments of long-term debt
Payments of capital leases
Borrowings under revolving credit facility
Payments on revolving credit facility
Tax benefit of stock options and restricted stock exercised
Shares repurchased
Change in overdraft balances
Dividends paid on non-redeemable preferred stock
Exercise of stock options and issue shares –
Employee Stock Purchase Plan
Other
Net cash used in financing activities
Effect of foreign exchange rate fluctuations on cash
Net (Decrease) Increase in Cash and Cash Equivalents
Cash and cash equivalents at beginning of year
GENESCO INC. AND SUBSIDIARIES
FISCAL YEAR
2012
2011
2010
$
81,959 $
53,211 $
28,813
(4,744)
(1,448)
-0-
53,737
47,738
47,462
708
-0-
2,732
2,004
1,119
7,660
1,692
1,005
3,011
(42,324)
5,286
(1,201)
9,046
23,270
370
-0-
(11,866)
1,081
7,155
8,006
2,203
1,328
(12,085)
(44,345)
(167)
13,641
41,597
2,022
5,518
3,680
415
13,314
6,969
452
1,650
(2,251)
24,027
3,154
11,441
1,661
(3,811)
(6,231)
144,960
102,608
142,096
(49,456)
(92,985)
27
(29,299)
(75,500)
11
(33,825)
(11,719)
13
(142,414)
(104,788)
(45,531)
(25,321)
(22)
(1,918)
(104)
(2,623)
(181)
299,800
107,400
197,400
(294,800)
(107,400)
(229,700)
4,744
1,448
-0-
(26,851)
2,931
(193)
9,820
(939)
4,160
(197)
2,343
(2,915)
-0-
-0-
3,102
(198)
499
(388)
(3,980)
(24,034)
(32,089)
(710)
-0-
(2,144)
(26,214)
55,934
82,148
-0-
64,476
17,672
Cash and cash equivalents at end of year
$
53,790 $
55,934 $
82,148
S u p p l e m e n t a l C a s h F l o w I n f o r m a t i o n :
Net cash paid for:
Interest $ 4,789 $
748
Income taxes
50,254
24,079
$ 1,596
13,386
The accompanying Notes are an integral part of these Consolidated Financial Statements.
43
GENESCO INC. AND SUBSIDIARIES
C O N S O L I D AT E D S TAT E M E N T S O F E Q U I T Y
IN THOUSANDS
Balance January 31, 2009
Net earnings
Dividends paid on non-redeemable
preferred stock
Exercise of stock options
Issue shares – employee stock
purchase plan
Employee and non-employee
restricted stock
Share-based compensation
Restricted stock issuance
Restricted shares withheld for taxes
Tax expense of stock options and
restricted stock exercised
Shares repurchased
Conversion of 4 1/8% debentures
Loss on foreign currency forward contracts
(net of tax of $0.1 million)
Pension liability adjustment
(net of tax of $0.6 million)
Postretirement liability adjustment
(net of tax of $0.0 million)
Foreign currency translation adjustment
Other
Comprehensive income
Balance January 30, 2010
Net earnings
Dividends paid on non-redeemable
preferred stock
Exercise of stock options
Issue shares – employee stock
purchase plan
Employee and non-employee
restricted stock
Share-based compensation
Restricted stock issuance
Restricted shares withheld for taxes
Tax expense of stock options and
restricted stock exercised
Shares repurchased
Gain on foreign currency forward contracts
(net of tax of $0.1 million)
Pension liability adjustment
(net of tax of $2.7 million)
Postretirement liability adjustment
(net of tax of $0.1 million)
Foreign currency translation adjustment
Other
Noncontrolling interest – non-redeemable
Comprehensive income
Balance January 29, 2011
Net earnings
Dividends paid on non-redeemable
preferred stock
Exercise of stock options
Issue shares – employee stock
purchase plan
Employee and non-employee
restricted stock
Share-based compensation
Restricted stock issuance
Restricted shares withheld for taxes
Tax expense of stock options and
restricted stock exercised
Loss on foreign currency forward contracts
(net of tax of $0.0 million)
Pension liability adjustment
(net of tax benefit of $3.1 million)
Postretirement liability adjustment
(net of tax benefit of $0.1 million)
Foreign currency translation adjustment
Other
Noncontrolling interest – earnings (loss)
Comprehensive income
Balance January 28, 2012
TOTAL
ADDITIONAL
ACCUMULATED
OTHER
NON CONTROLLING
INTEREST
NON-REDEEMABLE
COMMON
PAID-IN
RETAINED COMPREHENSIVE
TREASURY
NON- COMPREHENSIVE
TOTAL
PREFERRED STOCK
$ 5,203
-0-
STOCK
$ 19,732
-0-
CAPITAL
$ 49,780
-0-
EARNINGS
$ 423,595
28,813
LOSS
STOCK
REDEEMABLE
INCOME
EQUITY
$ 449,755
28,813
$ 28,813
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
17
-0-
28
4
-0-
-0-
405
(65)
-0-
(85)
4,553
-0-
-0-
-0-
-0-
(9)
-0-
372
95
6,528
441
(405)
(1,156)
(658)
(1,942)
93,933
-0-
-0-
-0-
-0-
(7)
(198)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
$ (30,698) $ (17,857) $
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(157)
1,151
14
886
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
5,220
-0-
24,563
-0-
146,981
-0-
452,210
53,211
(28,804)
-0-
(17,857)
-0-
-0-
118
-0-
2,105
(197)
-0-
4
116
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
166
-0-
3,921
-0-
-0-
-0-
-0-
(131)
543
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
423
(82)
-0-
(864)
-0-
-0-
-0-
-0-
1
-0-
7,796
210
(423)
(2,293)
1,342
(23,961)
-0-
-0-
-0-
-0-
37
-0-
131,910
5,183
-0-
24,163
-0-
505,224
81,959
-0-
-0-
390
-0-
9,297
(193)
-0-
3
130
-0-
-0-
-0-
304
(93)
7,659
1
(304)
(4,034)
-0-
-0-
-0-
-0-
4,585
-0-
(24,305)
-0-
(17,857)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(37)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(226)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(198)
400
99
6,528
441
-0-
(1,221)
(658)
(2,027)
98,486
-0-
(157)
(157)
-0-
1,151
1,151
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
14
886
-0-
$ 30,707
$ 53,211
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
14
886
1
582,313
53,211
(197)
2,223
120
7,796
210
-0-
(2,375)
1,342
(24,825)
166
166
3,921
3,921
-0-
-0-
-0-
2,503
2,503
-0-
(131)
543
-0-
-0-
$ 57,710
$ 81,959
(131)
543
1
2,503
626,821
81,959
(193)
9,687
133
7,659
1
-0-
(4,127)
4,585
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(9)
-0-
-0-
-0-
-0-
-0-
235
-0-
-0-
(35)
-0 -
-0-
(4,670)
-0-
-0-
-0-
-0-
(109)
(3,847)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(35)
(35)
(4,670)
(4,670)
-0-
-0-
-0-
(254)
(109)
(3,847)
-0-
-0-
$ 73,298
(109)
(3,847)
-0-
(254)
$ 4,957
$ 24,758
$ 149,479 $ 586,990
$ (32,966) $ (17,857) $
2,249
$ 717,610
The accompanying Notes are an integral part of these Consolidated Financial Statements.
44
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies
N AT U R E O F O P E R AT I O N S
The Company’s business includes the design and sourcing, marketing and distribution of footwear and accessories
through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys, Journeys Kidz, Shi by Journeys,
Johnston & Murphy, and Underground Station banners and under the newly acquired Schuh banner in the United
Kingdom and the Republic of Ireland; through e-commerce websites, including: journeys.com, journeyskidz.com,
shibyjourneys.com, undergroundstation.com, schuh.co.uk and johnstonmurphy.com, and at wholesale, primarily under
the Company’s Johnston & Murphy brand and the Dockers brand, which the Company licenses for men’s footwear.
The Company’s business also includes Lids Sports, which operates headwear and accessory stores in the U.S. and
Canada primarily under the Lids, Hat World and Hat Shack banners; the Lids Locker Room business, consisting of
sports-oriented fan shops featuring a broad array of licensed merchandise such as apparel, hats and accessories,
sports decor and novelty products, operating primarily under the Lids Locker Room, Sports Fan-Attic and Sports
Avenue banners; certain e-commerce operations and an athletic team dealer business operating as Lids Team Sports.
Including both the footwear businesses and the Lids Sports business, at January 28, 2012, the Company operated
2,387 retail stores in the U.S., Puerto Rico, Canada, United Kingdom and the Republic of Ireland.
P R I N C I P L E S O F C O N S O L I D AT I O N
All subsidiaries are consolidated in the consolidated financial statements. All significant intercompany transactions and
accounts have been eliminated.
F I S C A L Y E A R
The Company’s fiscal year ends on the Saturday closest to January 31. As a result, each of Fiscal 2012, Fiscal 2011 and
Fiscal 2010 was a 52-week year with 364 days. Fiscal 2012 ended on January 28, 2012, Fiscal 2011 ended on January 29,
2011 and Fiscal 2010 ended on January 30, 2010.
F I N A N C I A L S TAT E M E N T R E C L A S S I F I C AT I O N S
Certain expenses previously allocated to the corporate segment have been reallocated to operating segments
beginning in Fiscal 2012. Segment operating income (loss) for Fiscal 2011 and 2010 have been restated by operating
segment totaling $6.8 million and $4.9 million, respectively, with an offsetting increase to corporate and other operating
income to conform to the current year presentation (see Note 14).
U S E O F E S T I M AT E S
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant areas requiring management estimates or judgments include the following key financial areas:
I N V E N T O R Y V A L U AT I O N
The Company values its inventories at the lower of cost or market.
In its footwear wholesale operations, its Schuh Group segment and its Lids Sports Group wholesale operations, except
for the Anaconda Sports wholesale division, cost is determined using the first-in, first-out (“FIFO”) method. Market
value is determined using a system of analysis, which evaluates inventory at the stock number level based on factors
such as inventory turn, average selling price, inventory level, and selling prices reflected in future orders. The Company
provides reserves when the inventory has not been marked down to market value based on current selling prices or
when the inventory is not turning and is not expected to turn at levels satisfactory to the Company.
The Lids Sports Group retail segment and its Anaconda Sports wholesale division employ the moving average cost
method for valuing inventories and apply freight using an allocation method. The Company provides a valuation
allowance for slow-moving inventory based on negative margins and estimated shrink based on historical experience
and specific analysis, where appropriate.
45
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies, Continued
In its retail operations, other than the Schuh Group and Lids Sports Group retail segments, the Company employs the
retail inventory method, applying average cost-to-retail ratios to the retail value of inventories. 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.
Inherent in the retail inventory method are subjective judgments and estimates, including merchandise mark-on,
markups, markdowns, and shrinkage. 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, the Company employs the retail inventory method in multiple subclasses of inventory with
similar gross margins, and analyzes markdown requirements at the stock number level based on factors such as
inventory turn, average selling price, and inventory age. In addition, the Company accrues 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. In addition to markdown provisions, the Company
maintains provisions 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. Failure to make appropriate conclusions regarding these
factors may result in an overstatement or understatement of inventory value.
I M PA I R M E N T O F LO N G - L I V E D A S S E T S
The Company periodically assesses the realizability of its long-lived assets and evaluates 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 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. See also Notes 3 and 5.
The goodwill impairment test involves a two-step process. The first step is a comparison of the fair value and carrying
value of the reporting unit with which the goodwill is associated. The Company estimates fair value using the best
information available, and computes the fair value by an equal weighting of the results arrived by a market approach
and an income approach utilizing discounted cash flow projections. The income approach uses a projection of a
business unit’s estimated operating results and cash flows that is discounted using a weighted-average cost of capital
that reflects current market conditions. The projection uses management’s best estimates of economic and market
conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in
operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth
rates, future estimates of capital expenditures and changes in future working capital requirements.
If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist
and the second step must be performed to measure the amount of impairment loss. The amount of impairment is
determined by comparing the implied fair value of reporting unit goodwill to the carrying value of the goodwill in the
same manner as if the reporting unit was being acquired in a business combination. Specifically, the Company would
allocate the fair value to all of the assets and liabilities of the reporting unit, including any unrecognized intangible
assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of
goodwill is less than the recorded goodwill, the Company would record an impairment charge for the difference.
A key assumption in the Company’s fair value estimate is the weighted average cost of capital utilized for discounting
its cash flow projections in its income approach. The Company believes the rate it used in its annual test, which is
completed in the fourth quarter each year, was consistent with the risks inherent in its business and with industry
discount rates.
E N V I R O N M E N TA L A N D O T H E R C O N T I N G E N C I E S
The Company is subject to certain loss contingencies related to environmental proceedings and other legal matters,
including those disclosed in Note 13. The Company has made pretax accruals for certain of these contingencies,
including approximately $1.8 million in Fiscal 2012, $2.9 million in Fiscal 2011 and $0.8 million in Fiscal 2010,
46
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies, Continued
respectively. These charges are included in provision for discontinued operations, net in the Consolidated Statements
of Operations (see Note 3). The Company monitors these matters on an ongoing basis and, on a quarterly basis,
management reviews the Company’s reserves and accruals in relation to each of them, adjusting provisions as
management deems necessary in view of changes in available information. Changes in estimates of liability are
reported in the periods when they occur. Consequently, management believes that its reserve in relation to each
proceeding is a best estimate of probable loss connected to the proceeding, or in cases in which no best estimate is
possible, the minimum amount in the range of estimated losses, based upon its analysis of the facts and circumstances
as of the close of the most recent fiscal quarter. However, because of uncertainties and risks inherent in litigation
generally and in environmental proceedings in particular, there can be no assurance that future developments will
not require additional reserves to be set aside, that some or all reserves will be adequate or that the amounts of any
such additional reserves or any such inadequacy will not have a material adverse effect upon the Company’s financial
condition or results of operations.
R E V E N U E R E C O G N I T I O N
Retail sales are recorded at the point of sale and are net of estimated returns and exclude sales and value added taxes.
Catalog and Internet sales are recorded at estimated time of delivery to the customer and are net of estimated returns
and exclude sales taxes. Wholesale revenue is recorded net of estimated returns and allowances for markdowns,
damages and miscellaneous claims when the related goods have been shipped and legal title has passed to the
customer. Shipping and handling costs charged to customers are included in net sales. Estimated returns are based on
historical returns and claims. Actual amounts of markdowns have not differed materially from estimates. Actual returns
and claims in any future period may differ from historical experience.
I N C O M E TA X E S
As part of the process of preparing Consolidated Financial Statements, the Company is required to estimate its income
taxes in each of the tax jurisdictions in which it operates. This process involves estimating actual current tax obligations
together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting
purposes, such as depreciation of property and equipment and valuation of inventories. These temporary differences
result in deferred tax assets and liabilities, which are included within the Consolidated Balance Sheets. The Company
then assesses the likelihood that its deferred tax assets will be recovered from future taxable income. Actual results
could differ from this assessment if adequate taxable income is not generated in future periods. To the extent the
Company believes that recovery of an asset is at risk, valuation allowances are established. To the extent valuation
allowances are established or increased in a period, the Company includes an expense within the tax provision in the
Consolidated Statements of Operations. These deferred tax valuation allowances may be released in future years when
management considers that it is more likely than not that some portion or all of the deferred tax assets will be realized.
In making such a determination, management will need to periodically evaluate whether or not all available evidence,
such as future taxable income and reversal of temporary differences, tax planning strategies, and recent results of
operations, provides sufficient positive evidence to offset any other potential negative evidence that may exist at such
time. In the event the deferred tax valuation allowance is released, the Company would record an income tax benefit for
the portion or all of the deferred tax valuation allowance released. At January 28, 2012, the Company had a deferred
tax valuation allowance of $3.8 million. The Company recorded an effective income tax rate of 40.2% for Fiscal 2012
compared to 35.8% for Fiscal 2011. This year’s rate is higher due to transaction costs and deferred purchase price
related to the Schuh acquisition which are considered permanent differences. The rate for Fiscal 2011 was unusually
low reflecting the net reduction of the Company’s liability for uncertain tax positions of $1.3 million in Fiscal 2011.
Income tax reserves are determined using the methodology required by the Income Tax Topic of the Codification. This
methodology requires companies to assess each income tax position taken using a two step process. A determination
is first made as to whether it is more likely than not that the position will be sustained, based upon the technical
merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not
criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized
upon ultimate settlement of the respective tax position. Uncertain tax positions require determinations and estimated
47
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies, Continued
liabilities to be made based on provisions of the tax law which may be subject to change or varying interpretation. If
the Company’s determinations and estimates prove to be inaccurate, the resulting adjustments could be material to
its future financial results. The Company believes it is reasonably possible that there will be an $8.0 million decrease
in the gross tax liability for uncertain tax positions within the next 12 months based upon the expiration of statutes of
limitation in various tax jurisdictions and potential settlements.
P O S T R E T I R E M E N T B E N E F I T S P L A N A C C O U N T I N G
Full-time employees who had at least 1,000 hours of service in calendar year 2004, except employees in the Lids
Sports Group and Schuh Group segments, are covered by a defined benefit pension plan. The Company froze the
defined benefit pension plan effective January 1, 2005. The Company also provides certain former employees with
limited medical and life insurance benefits. The Company funds at least the minimum amount required by the Employee
Retirement Income Security Act.
As required by the Compensation – Retirement Benefits Topic of the Codification, the Company is required to recognize
the overfunded or underfunded status of postretirement benefit plans as an asset or liability in their Consolidated
Balance Sheets and to recognize changes in that funded status in accumulated other comprehensive loss, net of tax, in
the year in which the changes occur.
The Company accounts for the defined benefit pension plans using the Compensation-Retirement Benefits Topic of
the Codification. As permitted under this topic, pension expense is recognized on an accrual basis over employees’
approximate service periods. The calculation of pension expense and the corresponding liability requires the use of
a number of critical assumptions, including the expected long-term rate of return on plan assets and the assumed
discount rate, as well as the recognition of actuarial gains and losses. Changes in these assumptions can result in
different expense and liability amounts, and future actual experience can differ from these assumptions.
S H A R E - B A S E D C O M P E N S AT I O N
The Company has share-based compensation plans covering certain members of management and non-employee
directors. The Company recognizes compensation expense for share-based payments based on the fair value of
the awards as required by the Compensation – Stock Compensation Topic of the Codification. For Fiscal 2012, 2011
and 2010, share-based compensation expense was less than $1,000, $0.2 million and $0.5 million, respectively. The
Company did not issue any new share-based compensation awards in Fiscal 2012, 2011 or 2010. For Fiscal 2012,
2011 and 2010, restricted stock expense was $7.7 million, $7.8 million and $6.5 million, respectively. The fair value of
employee restricted stock is determined based on the closing price of the Company’s stock on the date of the grant.
The benefits of tax deductions in excess of recognized compensation expense are reported as a financing cash flow.
C A S H A N D C A S H E Q U I V A L E N T S
Included in cash and cash equivalents at January 28, 2012 and January 29, 2011 are cash equivalents of $0.2 million
and $29.8 million, respectively. Cash equivalents are highly-liquid financial instruments having an original maturity of
three months or less. At January 28, 2012, substantially all of the Company’s domestic cash was invested in deposit
accounts at FDIC-insured banks. All of the Company’s domestic deposit account balances are currently FDIC insured
as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The majority of payments due from
banks for domestic customer credit card transactions process within 24–48 hours and are accordingly classified as
cash and cash equivalents.
At January 28, 2012 and January 29, 2011 outstanding checks drawn on zero-balance accounts at certain domestic
banks exceeded book cash balances at those banks by approximately $39.0 million and $36.1 million, respectively.
These amounts are included in accounts payable.
C O N C E N T R AT I O N O F C R E D I T R I S K A N D A L LO W A N C E S O N A C C O U N T S R E C E I V A B L E
The Company’s footwear wholesale businesses sell primarily to independent retailers and department stores across the
United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions
or occurrences within the economy and the retail industry as well as by customer specific factors. The Company’s Lids
Team Sports wholesale business sells primarily to colleges and high school athletic teams and their fan bases. Including
48
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies, Continued
both footwear wholesale and Lids Team Sports wholesale business receivables, one customer accounted for 5% of the
Company’s total trade receivables balance, while no other customer accounted for more than 4% of the Company’s total
trade receivables balance as of January 28, 2012.
The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific
customers, historical trends and other information, as well as customer specific factors. The Company also establishes
allowances for sales returns, customer deductions and co-op advertising based on specific circumstances, historical
trends and projected probable outcomes.
P R O P E R T Y A N D E Q U I P M E N T
Property and equipment are recorded at cost and depreciated or amortized over the estimated useful life of related
assets. Depreciation and amortization expense are computed principally by the straight-line method over the
following estimated useful lives:
BUILDINGS AND BUILDING EQUIPMENT
20–45 YEARS
COMPUTER HARDWARE, SOFTWARE AND EQUIPMENT
3–10 YEARS
FURNITURE AND FIXTURES
10 YEARS
L E A S E S
Leasehold improvements and properties under capital leases are amortized on the straight-line method over the shorter
of their useful lives or their related lease terms and the charge to earnings is included in selling and administrative
expenses in the Consolidated Statements of Operations.
Certain leases include rent increases during the initial lease term. For these leases, the Company recognizes the
related rental expense on a straight-line basis over the term of the lease (which includes any rent holidays and the
pre-opening period of construction, renovation, fixturing and merchandise placement) and records the difference
between the amounts charged to operations and amounts paid as deferred rent.
The Company occasionally receives reimbursements from landlords to be used towards construction of the store the
Company intends to lease. Leasehold improvements are recorded at their gross costs including items reimbursed by
landlords. The reimbursements are amortized as a reduction of rent expense over the initial lease term.
G O O D W I L L A N D O T H E R I N TA N G I B L E S
Under the provisions of the Intangibles – Goodwill and Other Topic of the Codification, goodwill and intangible assets
with indefinite lives are not amortized, but are tested at least annually, during the fourth quarter, for impairment. The
Company will update the tests between annual tests if events or circumstances occur that would more likely than not
reduce the fair value of the business unit with which the goodwill is associated below its carrying amount. It is also
required that intangible assets with finite lives be amortized over their respective lives to their estimated residual values,
and reviewed for impairment in accordance with the Property, Plant and Equipment Topic of the Codification.
Intangible assets of the Company with indefinite lives are primarily goodwill and identifiable trademarks acquired
in connection with the acquisition of Schuh Group Ltd. in June 2011 and Hat World Corporation in April 2004. The
Consolidated Balance Sheets include goodwill for the Lids Sports Group of $159.1 million, $99.9 million for the Schuh
Group and $0.8 million for Licensed Brands at January 28, 2012 and for the Lids Sports Group of $152.5 million and
$0.8 million for Licensed Brands at January 29, 2011. The Company tests for impairment of intangible assets with an
indefinite life, at a minimum on an annual basis, relying on a number of factors including operating results, business
plans, projected future cash flows and observable market data. The impairment test for identifiable assets not subject
to amortization consists of a comparison of the fair value of the intangible asset with its carrying amount. The Company
has not had an impairment charge for intangible assets.
Identifiable intangible assets of the Company with finite lives are primarily trademarks acquired in connection with the
acquisition of Hat Shack, Inc. in January 2007, Impact Sports in November 2008, Great Plains Sports in September 2009,
Sports Fan-Attic in November 2009, Brand Innovators in May 2010, Anaconda Sports in August 2010, Keuka Footwear
in August 2010 and Sports Avenue in October 2010, customer lists, in-place leases, non-compete agreements and a
vendor contract. They are subject to amortization based upon their estimated useful lives. Finite-lived intangible assets
are evaluated for impairment using a process similar to that used to evaluate other definite-lived long-lived assets,
49
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies, Continued
a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss is recognized for the
amount by which the carrying value exceeds the fair value of the asset.
FA I R V A L U E O F F I N A N C I A L I N S T R U M E N T S
The carrying amounts and fair values of the Company’s financial instruments at January 28, 2012 and January 29, 2011 are:
FAIR VALUES
I N T H O U S A N D S
R e v o l v e r B o r r o w i n g s
U K Te r m L o a n s
J A N U A R Y 2 8 , 2 0 1 2
J A N U A R Y 2 9 , 2 0 1 1
C A R R Y I N G
A M O U N T
FA I R
V A L U E
C A R R Y I N G
A M O U N T
FA I R
V A L U E
$ 5,000 $ 5,021
35,387
35,704
$
-0- $
-0-
-0-
-0-
Debt fair values were determined using the income approach which measures the value of an asset by the present value of
its future economic benefits.
Carrying amounts reported on the Consolidated Balance Sheets for cash, cash equivalents, receivables and accounts
payable approximate fair value due to the short-term maturity of these instruments.
C O S T O F S A L E S
For the Company’s retail operations, the cost of sales includes actual product cost, the cost of transportation to the
Company’s warehouses from suppliers and the cost of transportation from the Company’s warehouses to the stores.
Additionally, the cost of its distribution facilities allocated to its retail operations is included in cost of sales.
For the Company’s wholesale operations, the cost of sales includes the actual product cost and the cost of transportation
to the Company’s warehouses from suppliers.
S E L L I N G A N D A D M I N I S T R AT I V E E X P E N S E S
Selling and administrative expenses include all operating costs of the Company excluding (i) those related to the
transportation of products from the supplier to the warehouse, (ii) for its retail operations, those related to the transportation
of products from the warehouse to the store and (iii) costs of its distribution facilities which are allocated to its retail
operations. Wholesale and unallocated retail costs of distribution are included in selling and administrative expenses in
the amounts of $9.2 million, $5.9 million and $4.8 million for Fiscal 2012, Fiscal 2011 and Fiscal 2010, respectively.
G I F T C A R D S
The Company has a gift card program that began in calendar 1999 for its Lids Sports operations and calendar
2000 for its footwear operations. The gift cards issued to date do not expire. As such, the Company recognizes
income when: (i) the gift card is redeemed by the customer; or (ii) the likelihood of the gift card being
redeemed by the customer for the purchase of goods in the future is remote and there are no related escheat
laws (referred to as “breakage”). The gift card breakage rate is based upon historical redemption patterns
and income is recognized for unredeemed gift cards in proportion to those historical redemption patterns.
Gift card breakage is recognized in revenues each period. Gift card breakage recognized as revenue was $0.6 million,
$0.7 million and $0.7 million for Fiscal 2012, 2011 and 2010, respectively. The Consolidated Balance Sheets include an
accrued liability for gift cards of $10.4 million and $9.0 million at January 28, 2012 and January 29, 2011, respectively.
B U Y I N G , M E R C H A N D I S I N G A N D O C C U PA N C Y C O S T S
The Company records buying, merchandising and occupancy costs in selling and administrative expense. Because the
Company does not include these costs in cost of sales, the Company’s gross margin may not be comparable to other
retailers that include these costs in the calculation of gross margin.
S H I P P I N G A N D H A N D L I N G C O S T S
Shipping and handling costs related to inventory purchased from suppliers are included in the cost of inventory and are
charged to cost of sales in the period that the inventory is sold. All other shipping and handling costs are charged to
cost of sales in the period incurred except for wholesale and unallocated retail costs of distribution, which are included
in selling and administrative expenses.
50
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies, Continued
P R E O P E N I N G C O S T S
Costs associated with the opening of new stores are expensed as incurred, and are included in selling and administrative
expenses on the accompanying Consolidated Statements of Operations.
S T O R E C LO S I N G S A N D E X I T C O S T S
From time to time, the Company makes strategic decisions to close stores or exit locations or activities. If stores or
operating activities to be closed or exited constitute components, as defined by the Property, Plant and Equipment Topic
of the Codification, and will not result in a migration of customers and cash flows, these closures will be considered
discontinued operations when the related assets meet the criteria to be classified as held for sale, or at the cease-use
date, whichever occurs first. The results of operations of discontinued operations are presented retroactively, net of
tax, as a separate component on the Consolidated Statements of Operations, if material individually or cumulatively.
To date, no store closings meeting the discontinued operations criteria have been material individually or cumulatively.
Assets related to planned store closures or other exit activities are reflected as assets held for sale and recorded at
the lower of carrying value or fair value less costs to sell when the required criteria, as defined by the Property, Plant
and Equipment Topic of the Codification, are satisfied. Depreciation ceases on the date that the held for sale criteria
are met.
Assets related to planned store closures or other exit activities that do not meet the criteria to be classified as held for
sale are evaluated for impairment in accordance with the Company’s normal impairment policy, but with consideration
given to revised estimates of future cash flows. In any event, the remaining depreciable useful lives are evaluated and
adjusted as necessary.
Exit costs related to anticipated lease termination costs, severance benefits and other expected charges are accrued
for and recognized in accordance with the Exit or Disposal Cost Obligations Topic of the Codification.
A D V E R T I S I N G C O S T S
Advertising costs are predominantly expensed as incurred. Advertising costs were $42.5 million, $35.1 million and $33.8
million for Fiscal 2012, 2011 and 2010, respectively. Direct response advertising costs for catalogs are capitalized in
accordance with the Other Assets and Deferred Costs Topic for Capitalized Advertising Costs of the Codification. Such
costs are amortized over the estimated future period as revenues realized from such advertising, not to exceed six
months. The Consolidated Balance Sheets include prepaid assets for direct response advertising costs of $1.1 million
at both January 28, 2012 and January 29, 2011.
C O N S I D E R AT I O N T O R E S E L L E R S
The Company does not have any written buy-down programs with retailers, but the Company has provided certain
retailers with markdown allowances for obsolete and slow moving products that are in the retailer’s inventory. The
Company estimates these allowances and provides for them as reductions to revenues at the time revenues are
recorded. Markdowns are negotiated with retailers and changes are made to the estimates as agreements are reached.
Actual amounts for markdowns have not differed materially from estimates.
C O O P E R AT I V E A D V E R T I S I N G
Cooperative advertising funds are made available to all of the Company’s wholesale customers. In order for retailers
to receive reimbursement under such programs, the retailer must meet specified advertising guidelines and provide
appropriate documentation of expenses to be reimbursed. The Company’s cooperative advertising agreements require
that wholesale customers present documentation or other evidence of specific advertisements or display materials used
for the Company’s products by submitting the actual print advertisements presented in catalogs, newspaper inserts or
other advertising circulars, or by permitting physical inspection of displays. Additionally, the Company’s cooperative
advertising agreements require that the amount of reimbursement requested for such advertising or materials be
supported by invoices or other evidence of the actual costs incurred by the retailer. The Company accounts for these
cooperative advertising costs as selling and administrative expenses, in accordance with the Revenue Recognition
Topic for Customer Payments and Incentives of the Codification.
51
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies, Continued
Cooperative advertising costs recognized in selling and administrative expenses were $3.3 million, $3.2 million and $2.8
million for Fiscal 2012, 2011 and 2010, respectively. During Fiscal 2012, 2011 and 2010, the Company’s cooperative
advertising reimbursements paid did not exceed the fair value of the benefits received under those agreements.
V E N D O R A L LO W A N C E S
From time to time, the Company negotiates allowances from its vendors for markdowns taken or expected to be
taken. These markdowns are typically negotiated on specific merchandise and for specific amounts. These specific
allowances are recognized as a reduction in cost of sales in the period in which the markdowns are taken. Markdown
allowances not attached to specific inventory on hand or already sold are applied to concurrent or future purchases
from each respective vendor.
The Company receives support from some of its vendors in the form of reimbursements for cooperative advertising and
catalog costs for the launch and promotion of certain products. The reimbursements are agreed upon with vendors and
represent specific, incremental, identifiable costs incurred by the Company in selling the vendor’s specific products.
Such costs and the related reimbursements are accumulated and monitored on an individual vendor basis, pursuant
to the respective cooperative advertising agreements with vendors. Such cooperative advertising reimbursements are
recorded as a reduction of selling and administrative expenses in the same period in which the associated expense
is incurred. If the amount of cash consideration received exceeds the costs being reimbursed, such excess amount
would be recorded as a reduction of cost of sales.
Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative
expenses were $3.0 million, $3.1 million and $3.6 million for Fiscal 2012, 2011 and 2010, respectively. During Fiscal
2012, 2011 and 2010, the Company’s cooperative advertising reimbursements received were not in excess of the costs
incurred.
E N V I R O N M E N TA L C O S T S
Environmental expenditures relating to current operations are expensed or capitalized as appropriate. Expenditures
relating to an existing condition caused by past operations, and which do not contribute to current or future revenue
generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are
probable and the costs can be reasonably estimated and are evaluated independently of any future claims for recovery.
Generally, the timing of these accruals coincides with completion of a feasibility study or the Company’s commitment
to a formal plan of action. Costs of future expenditures for environmental remediation obligations are not discounted
to their present value.
E A R N I N G S P E R C O M M O N S H A R E
Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities to issue common stock were exercised or converted to common stock
(see Note 11).
O T H E R C O M P R E H E N S I V E I N C O M E
The Comprehensive Income Topic of the Codification requires, among other things, the Company’s pension liability
adjustment, postretirement liability adjustment, unrealized gains or losses on foreign currency forward contracts and
foreign currency translation adjustments to be included in other comprehensive income net of tax. Accumulated other
comprehensive loss at January 28, 2012 consisted of $29.6 million of cumulative pension liability adjustments, net
of tax, a cumulative post retirement liability adjustment of $0.3 million, net of tax, and a foreign currency translation
adjustment of $3.1 million.
B U S I N E S S S E G M E N T S
The Segment Reporting Topic of the Codification, requires that companies disclose “operating segments” based on
the way management disaggregates the Company’s operations for making internal operating decisions (see Note 14).
52
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 1: Summary of Significant Accounting Policies, Continued
D E R I V AT I V E I N S T R U M E N T S A N D H E D G I N G A C T I V I T I E S
The Derivatives and Hedging Topic of the Codification requires an entity to recognize all derivatives as either assets or
liabilities in the Consolidated Balance Sheet and to measure those instruments at fair value. Under certain conditions,
a derivative may be specifically designated as a fair value hedge or a cash flow hedge. The accounting for changes in
the fair value of a derivative are recorded each period in current earnings or in other comprehensive income depending
on the intended use of the derivative and the resulting designation. In prior periods, the Company entered into a small
amount of foreign currency forward exchange contracts in order to reduce exposure to foreign currency exchange rate
fluctuations in connection with inventory purchase commitments for its Johnston & Murphy Group.
There were no such contracts outstanding at January 28, 2012 or January 29, 2011. For the year ended January 28,
2012, the Company recorded an unrealized loss on foreign currency forward contracts of less than $0.1 million in
accumulated other comprehensive loss, before taxes. The Company monitors the credit quality of the major national
and regional financial institutions with which it enters into such contracts.
The Company estimates that the majority of net hedging losses related to forward exchange contracts will be reclassified
from accumulated other comprehensive loss into earnings through higher cost of sales over the succeeding year.
N E W A C C O U N T I N G P R I N C I P L E S
In June 2011, FASB issued Accounting Standards Update No. 2011-05, an update to the FASB Codification
Comprehensive Income Topic, which amends the existing accounting standards related to the presentation of
comprehensive income in a company’s financial statements. This update requires that all non-owner changes in
shareholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate
but consecutive statements. In the two statement approach, the first statement would present total net earnings
and its components followed consecutively by a second statement that should present total other comprehensive
income, the components of other comprehensive income and the total of comprehensive income. Under either
presentation alternative, reclassification adjustments and the effect of those adjustments on net earnings and other
comprehensive income must be presented in the respective statement or statements, as applicable. This update
becomes effective in periods beginning after December 15, 2011 and is required to be adopted retrospectively.
Early adoption is permitted. The Company is currently evaluating which of the two presentation alternatives it will
adopt, but it is not expected to have a significant impact on the Company’s results of operations or financial position.
In September 2011, the FASB issued Accounting Standards Update No. 2011-08, an update to FASB Codification
Intangibles – Goodwill and Other Topic, which amends the existing accounting standards related to the method of
assessing goodwill for potential impairment. Specifically, this update limits the requirement for a company to perform
a quantitative goodwill impairment test to situations in which management believes it is more likely than not that the
fair value of a reporting unit is less than its carrying amount. This update becomes effective for annual and interim
goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted.
The Company will adopt this update in Fiscal 2013 which begins January 29, 2012. The Company does not expect
the adoption of this update to have a significant impact on the Company’s results of operations or financial position.
In December 2011, the FASB issued Accounting Standards Update No. 2011-12, an update to the FASB Codification
Comprehensive Income Topic, which defers the specific requirement to present items that are reclassified from
accumulated other comprehensive income to net earnings separately with their respective components of net
earnings and other comprehensive income. The update does not defer the requirement to report comprehensive
income either in a single continuous statement or in two separate but consecutive financial statements. This
update becomes effective in periods beginning after December 15, 2011. The Company does not expect the
adoption of this update to have a significant impact on the Company’s results of operations or financial position.
53
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 2: Acquisitions and Intangible Assets
S C H U H A C Q U I S I T I O N
On June 23, 2011, the Company, through its newly-formed, wholly-owned subsidiary Genesco (UK) Limited (“Genesco
UK”), completed the acquisition of all the outstanding shares of Schuh Group Ltd. (“Schuh”) for a total purchase
price of approximately £100 million, less £29.5 million outstanding under existing Schuh credit facilities, which remain
in place, less a £1.9 million working capital adjustment and plus £6.2 million net cash acquired, with £5.0 million
withheld until satisfaction of certain closing conditions. The Company financed the acquisition with borrowings under
its existing credit facility and the balance from cash on hand. The purchase agreement also provides for deferred
purchase price payments totaling £25 million, payable £15 million and £10 million on the third and fourth anniversaries
of the closing, respectively, subject to the payees’ not having terminated their employment with Schuh under certain
specified circumstances. This amount will be recorded as compensation expense and not reported as a component of
the cost of the acquisition. During the fiscal year ended January 28, 2012, compensation expense related to the Schuh
acquisition deferred purchase price obligation was $7.2 million. This expense is included in operating income for the
Schuh Group segment.
Headquartered in Scotland, Schuh is a specialty retailer of casual and athletic footwear sold through 64 retail stores
in the United Kingdom and the Republic of Ireland and 14 concessions in Republic apparel stores as of January 28,
2012. The Company believes the acquisition will enhance its strategic development and prospects for growth and
provide the Company with an established retail presence in the United Kingdom and improved insight into global
fashion trends. The results of Schuh’s operations for the fiscal year from the date of acquisition through January 28,
2012, including net sales of $212.3 million and operating income of $11.7 million, have been included in the Company’s
Consolidated Financial Statements for the fiscal year ended January 28, 2012. During the fiscal year ended January 28,
2012, the Company expensed $7.4 million in costs related to the acquisition. These costs were recorded as selling and
administrative expenses on the Consolidated Statements of Operations.
The acquisition has been accounted for using the purchase method in accordance with the amended Business
Combinations Topic of the Codification. Accordingly, the total purchase price has been allocated to the assets acquired
and liabilities assumed based on their estimated fair values at acquisition as follows (amounts in thousands):
At June 23, 2011
Cash
Accounts Receivable
Inventories
Other current assets
Property and equipment
Other non-current assets
Deferred taxes
Trademarks
Other intangibles
Goodwill
Accounts payable
Other current liabilities
Long-term debt (includes current portion)
Other non-current liabilities
Net Assets Acquired
$ 24,836
4,673
32,179
7,565
30,314
6,977
4,197
27,224
4,995
102,907
(16,196)
(24,718)
(62,562)
(26,637)
$ 115,754
The trademarks acquired include the concept names and are deemed to have an indefinite life. Other intangibles
include a $1.7 million customer list, a $2.5 million asset to reflect the adjustment of acquired leases to market and a
vendor contract of $0.8 million. The weighted average amortization period for the asset to adjust acquired leases to
market is 2.7 years. The weighted average amortization period for customer lists is 4.6 years.
54
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 2: Acquisitions and Intangible Assets, Continued
The recorded amounts above are provisional and subject to change. Specifically, the following items are subject to
change:
- Amounts for income tax assets, receivables and liabilities pending further review of Schuh’s pre-acquisition tax
information, which may change certain estimates and assumptions used.
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents
the future economic benefits arising from other assets acquired that could not be individually identified and separately
recognized. Specifically, the goodwill recorded as part of the acquisition of Schuh includes the expected purchasing
synergies and other benefits that result from combining the Schuh business with the Company, improved insight into
global fashion trends, any intangible assets that do not qualify for separate recognition and an acquired assembled
workforce. The goodwill related to the Schuh acquisition is not deductible for tax purposes.
The following pro forma information presents the results of operations of the Company as if the Schuh acquisition had
taken place at the beginning of Fiscal 2011 or January 31, 2010. Pro forma adjustments have been made to reflect
additional interest expense from the $89.0 million in debt associated with the acquisition, interest expense on the
acquired debt, amortization of intangible assets and the related income tax effects. Pro forma earnings for the twelve
months ended January 28, 2012 have been adjusted to exclude $7.4 million of costs related to the acquisition.
IN THOUSANDS, EXCEPT PER SHARE DATA
Net sales
Earnings from continuing operations
Earnings per share:
Basic
Diluted
TWELVE MONTHS ENDED –
TWELVE MONTHS ENDED –
PRO FORMA
JANUARY 28, 2012
2,384,267
$
86,378
$
$
3.71
3.62
PRO FORMA
JANUARY 29, 2011
2,045,473
$
57,897
$
$
2.49
2.44
The pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the
results of operations that would have occurred had the Schuh acquisition occurred at the beginning of Fiscal 2011.
I N TA N G I B L E A S S E T S
Other intangibles by major classes were as follows:
LEASES
CUSTOMER LISTS
OTHER*
TOTAL
IN THOUSANDS
Gross other intangibles
Accumulated amortization
Net Other Intangibles
JAN. 29, 2011
JAN. 28, 2012
JAN. 28, 2012
JAN. 29, 2011
$ 12,390 $ 9,837 $ 14,062 $ 12,206 $ 2,001 $ 1,100 $ 28,453 $ 23,143
(603)
(10,565)
(13,645)
497 $ 14,808 $ 12,578
(3,292)
$ 2,913 $ 1,355 $ 10,770 $ 10,726 $ 1,125 $
(9,477)
(8,482)
(1,480)
JAN. 28, 2012
JAN. 28, 2012
(876)
JAN. 29, 2011
JAN. 29, 2011
*Includes non-compete agreements, vendor contract and backlog.
The amortization of intangibles was $4.2 million, $2.5 million and $0.9 million for Fiscal 2012, 2011 and 2010, respectively.
The amortization of intangibles will be $4.6 million, $4.1 million, $3.1 million, $2.1 million and $1.7 million for Fiscal 2013,
2014, 2015, 2016 and 2017, respectively.
Note 3: Restructuring and Other Charges and Discontinued Operations
R E S T R U C T U R I N G A N D O T H E R C H A R G E S
In accordance with Company policy, assets are determined to be impaired when the revised estimated future cash
flows are insufficient to recover the carrying costs. Impairment charges represent the excess of the carrying value over
the fair value of those assets.
Asset impairment charges are reflected as a reduction of the net carrying value of property and equipment, and in
restructuring and other, net in the accompanying Consolidated Statements of Operations.
The Company recorded a pretax charge to earnings of $2.7 million in Fiscal 2012. The charge reflected in restructuring
and other, net, included $1.1 million for retail store asset impairments, $0.9 million for other legal matters and $0.7
million for expenses related to the computer network intrusion. For additional information on the computer network
intrusion, see Note 13.
55
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 3: Restructuring and Other Charges and Discontinued Operations, Continued
The Company recorded a pretax charge to earnings of $8.6 million in Fiscal 2011. The charge reflected in restructuring
and other, net, included $7.2 million for retail store asset impairments, $1.3 million for expenses related to the computer
network intrusion and $0.1 million for other legal matters.
The Company recorded a pretax charge to earnings of $13.5 million in Fiscal 2010. The charge reflected in restructuring
and other, net, included $13.3 million for retail store asset impairments and $0.4 million for lease terminations offset by
$0.3 million for other legal matters. Also included in the charge was $0.1 million in excess markdowns related to the
lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations.
D I S C O N T I N U E D O P E R AT I O N S
In Fiscal 2012, the Company recorded an additional charge to earnings of $1.7 million ($1.0 million net of tax) reflected
in discontinued operations, including $1.8 million primarily for anticipated costs of environmental remedial alternatives
related to former facilities operated by the Company, offset by a $0.1 million gain for excess provisions to prior
discontinued operations (see Note 13).
In Fiscal 2011, the Company recorded an additional charge to earnings of $2.2 million ($1.3 million net of tax) reflected
in discontinued operations, including $2.9 million primarily for anticipated costs of environmental remedial alternatives
related to former facilities operated by the Company, offset by a $0.7 million gain for excess provisions to prior
discontinued operations (see Note 13).
In Fiscal 2010, the Company recorded an additional charge to earnings of $0.5 million ($0.3 million net of tax) reflected
in discontinued operations, including $0.8 million primarily for anticipated costs of environmental remedial alternatives
related to former facilities operated by the Company, offset by a $0.3 million gain for excess provisions to prior
discontinued operations (see Note 13).
ACCRUED PROVISION FOR DISCONTINUED OPERATIONS
IN THOUSANDS
Balance January 30, 2010
Additional provision Fiscal 2011
Charges and adjustments, net
Balance January 29, 2011
Additional provision Fiscal 2012
Charges and adjustments, net
Balance January 28, 2012*
Current provision for discontinued operations
Total Noncurrent Provision for Discontinued Operations
*Includes a $13.0 million environmental provision, including $8.8 million in current provision for discontinued operations.
FACILITY
SHUTDOWN
COSTS
$ 15,414
2,203
(2,582)
15,035
1,692
(4,210)
12,517
8,250
$ 4,267
Note 4: Inventories
I N T H O U S A N D S
Raw materials
Goods in process
Wholesale finished goods
Retail merchandise
Total Inventories
Note 5: Fair Value
J A N U A R Y 2 8 ,
2 0 1 2
$ 30,636
-0-
53,453
351,024
$ 435,113
J A N U A R Y 2 9 ,
2 0 1 1
$ 11,952
338
47,866
299,580
$ 359,736
The Fair Value Measurements and Disclosures Topic of the Codification defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about
fair value measurements. This Topic defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy
56
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 5: Fair Value, Continued
which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
L E V E L 1 – Quoted prices in active markets for identical assets or liabilities.
L E V E L 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities.
L E V E L 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is
significant to the fair value measurement.
The following table presents the Company’s assets and liabilities measured at fair value on a nonrecurring basis as of
January 28, 2012 aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):
Measured as of April 30, 2011
Measured as of July 30, 2011
Measured as of October 29, 2011
Measured as of January 28, 2012
LO N G - L I V E D
A S S E T S
H E L D A N D U S E D
$ 548
$ 189
$
$
65
6
L E V E L 1
L E V E L 2
L E V E L 3
$
$
$
$
-
-
-
-
$
$
$
$
-
-
-
-
$ 548
$ 189
$
$
65
6
T O TA L
LO S S E S
$ 747
$ 313
$
$
43
16
In accordance with the Property, Plant and Equipment Topic of the Codification, the Company recorded $1.1 million of
impairment charges as a result of the fair value measurement of its long-lived assets held and used on a nonrecurring
basis during the twelve months ended January 28, 2012. These charges are reflected in restructuring and other, net on
the Consolidated Statements of Operations.
The Company used a discounted cash flow model to estimate the fair value of these long-lived assets at January 28,
2012. Discount rate and growth rate assumptions are derived from current economic conditions, expectations of
management and projected trends of current operating results. As a result, the Company has determined that the
majority of the inputs used to value its long-lived assets held and used are unobservable inputs that fall within Level 3
of the fair value hierarchy.
Note 6: Long-Term Debt
I N T H O U S A N D S
Revolver borrowings
UK term loans
Total long-term debt
Current portion
Total Noncurrent Portion of Long-Term Debt
J A N U A R Y 2 8 , 2 0 1 2
J A N U A R Y 2 9 , 2 0 1 1
$
5,000
35,704
40,704
8,773
$ 31,931
$
$
-0-
-0-
-0-
-0-
-0-
Long-term debt maturing during each of the next five years ending January is $8.8 million, $5.5 million, $5.5 million,
$20.9 million and $0.0 million.
C R E D I T A G R E E M E N T:
On June 23, 2011, the Company entered into a First Amendment (the “Amendment”) to the Second Amended and
Restated Credit Agreement (the “Credit Facility”) dated January 21, 2011 by and among the Company, certain
subsidiaries of the Company party thereto, as other borrowers, the lenders party thereto and Bank of America, N.A., as
administrative agent and collateral agent. The Amendment raised the aggregate principal amount on the credit facility
to $375.0 million from $300.0 million. The Credit Facility was amended to permit the Schuh acquisition (see Note 2).
The Credit Facility expires January 21, 2016.
57
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 6: Long-Term Debt, Continued
Deferred financing costs incurred of $3.0 million related to the Credit Facility were capitalized and are being amortized over
five years. Deferred financing costs incurred of $0.7 million related to the Amendment were also capitalized and are being
amortized over five years. These costs are included in other non-current assets on the Consolidated Balance Sheets.
The Company had $5.0 million revolver borrowings outstanding under the Credit Facility at January 28, 2012 and $35.7
million in term loans outstanding under the U.K. Credit Facility (described below) at January 28, 2012. The Company
had outstanding letters of credit of $10.1 million under the Credit Facility at January 28, 2012. These letters of credit
support product purchases and lease and insurance indemnifications.
The material terms of the Credit Facility, as amended, are as follows:
A V A I L A B I L I T Y
The amended Credit Facility is a revolving credit facility in the aggregate principal amount of $375.0 million, with a $40.0
million swingline loan sublimit, a $70.0 million sublimit for the issuance of standby letters of credit and a Canadian sub-
facility of up to $8.0 million. The Company canceled its Tranche A-1 sublimit of up to $30.0 million as of December 27,
2011. The facility has a five-year term. Any swingline loans and any letters of credit and borrowings under the Canadian
facility will reduce the availability under the Credit Facility on a dollar-for-dollar basis. In addition, the Company has
an option to increase the availability under the Credit Facility by up to $75.0 million subject to, among other things,
the receipt of commitments for the increased amount. The aggregate amount of the loans made and letters of credit
issued under the Credit Facility shall at no time exceed the lesser of the facility amount ($375.0 million or, if increased
at the Company’s option, subject to the receipt of commitments for the increased amount, up to $450.0 million) or
the “Borrowing Base”, which generally is based on 90% of eligible inventory plus 85% of eligible wholesale receivables
(50% of eligible wholesale receivables of the Lids Team Sports business) plus 90% of eligible credit card and debit card
receivables less applicable reserves.
C O L L AT E R A L
The loans and other obligations under the Credit Facility are secured by a perfected first priority lien and security
interest in all tangible and intangible assets and excludes real estate and leaseholds of the Company and certain
subsidiaries of the Company. In addition, with the amendment to the Credit Facility, the Company pledged 65% of its
interest in Genesco (UK) Limited.
I N T E R E S T A N D F E E S
The Company’s borrowings under the Credit Facility bear interest at varying rates that, at the Company’s option, can
be based on:
Domestic Facility
(a) LIBOR plus the applicable margin (as defined and based on average Excess Availability during the prior quarter or
(b) the applicable margin plus the higher of (i) the Bank of America prime rate, (ii) the federal funds rate plus 0.50% or
(iii) LIBOR for an interest period of thirty days plus 1.0%.
The initial applicable margin for base rate loans and U.S. Index rate loans is 1.25% and the initial applicable margin for
LIBOR loans and BA equivalent loans is 2.25%. Thereafter, the applicable margin will be subject to adjustment based
on “Excess Availability” for the prior quarter. The term “Excess Availability” means, as of any given date, the excess (if
any) of the Loan Cap (being the lesser of the total commitments and the Borrowing Base) over the outstanding credit
extensions under the Credit Facility.
Interest on the Company’s borrowings is payable monthly in arrears for base rate loans and U.S. Index rate loans and
at the end of each interest rate period (but not less often than quarterly) for LIBOR loans and BA equivalent loans.
The Company is also required to pay a commitment fee on the actual daily unused portions of the Credit Facility at a
rate of (i) 0.50% per annum if less than 50% of the Credit Facility has been utilized on average during the immediately
preceding fiscal quarter or (ii) 0.375% per annum if 50% or more of the Credit Facility has been utilized during such
fiscal quarter.
58
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 6: Long-Term Debt, Continued
Canadian Sub-Facility
(a) For loans made in Canadian dollars, the bankers’ acceptances (“BA”) rate plus the applicable margin or (b) the
Canadian Prime Rate (defined as the highest of the (i) Bank of America Canadian Prime Rate, (ii) 0.50% plus the Bank
of America (Canadian) overnight rate, and (iii) 1.0% plus the BA rate for a 30 day interest period) plus the applicable
margin for loans made in U.S. dollars, LIBOR plus the applicable margin or the U.S. Index Rate (defined as the highest
of the (i) Bank of America (Canada branch) U.S. dollar base rate, (ii) the Federal Funds rate plus 0.50%, and (iii) LIBOR
for an interest period of thirty days plus 1.0%) plus the applicable margin.
C E R TA I N C O V E N A N T S
The Company is not required to comply with any financial covenants unless Excess Availability is less than the greater
of $27.5 million or 12.5% of the Loan Cap. If and during such time as Excess Availability is less than the greater of $27.5
million or 12.5% of the Loan Cap, the Credit Facility requires the Company to meet a minimum fixed charge coverage
ratio of (a) an amount equal to consolidated EBITDA less capital expenditures and taxes paid in cash, in each case
for such period, to (b) fixed charges for such period, of not less than 1.0:1.0. Excess Availability was $272.4 million at
January 28, 2012. Because Excess Availability exceeded $27.5 million or 12.5% of the Loan Cap, the Company was not
required to comply with this financial covenant at January 28, 2012.
In addition, the Credit Facility contains certain covenants that, among other things, restrict additional indebtedness, liens
and encumbrances, loans and investments, acquisitions, dividends and other restricted payments, transactions with
affiliates, asset dispositions, mergers and consolidations, prepayments or material amendments of other indebtedness
and other matters customarily restricted in such agreements. The Amended Credit Facility permits the Company to
incur up to $250.0 million of senior debt provided that certain terms and conditions are met.
C A S H D O M I N I O N
The Credit Facility also contains cash dominion provisions that apply in the event that the Company’s Excess Availability
is less than the greater of $35.0 million or 15% of the Loan Cap or there is an event of default under the Credit Facility.
E V E N T S O F D E FA U LT
The Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of
representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness in excess
of specified amounts and to agreements which would have a material adverse effect if breached, certain events of
bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts and change in control.
Certain of the lenders under the Credit Facility or their affiliates have provided, and may in the future provide, certain
commercial banking, financial advisory, and investment banking services in the ordinary course of business for the
Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.
U. K . C R E D I T FA C I L I T Y
In connection with the Schuh acquisition, Schuh entered into an amended and restated Senior Term Facilities Agreement
and Working Capital Facility Letter (collectively, the “UK Credit Facility”) which provides for term loans of up to £29.5
million (a £15.5 million A term loan and £14.0 million B term loan) and a working capital facility of £5.0 million. The
A term loan bears interest at LIBOR plus 2.50% per annum. The B term loan bears interest at LIBOR plus 3.75% per
annum. The Company is not required to make any payments on the B term loan until it expires October 31, 2015, unless
the Company’s Schuh Group segment has excess cash flow. The Company paid £4.5 million on the B term loan in the
fourth quarter of Fiscal 2012. The working capital facility bears interest at the Base Rate (as defined) plus 2.25% per
annum.
The UK Credit Facility contains certain covenants at the Schuh level including a minimum interest coverage covenant
initially set at 4.25x and increasing to 4.50x in January 2012 and thereafter, a maximum leverage covenant initially set at
2.75x declining over time at various rates to 2.25x beginning in July 2012 and a minimum cash flow coverage of 1.10x.
The Company was in compliance with all the covenants at January 28, 2012.
The UK Credit Facility is secured by a pledge of all the assets of Schuh and its subsidiaries.
59
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 6: Long-Term Debt, Continued
4 1 / 8 % C O N V E R T I B L E S U B O R D I N AT E D D E B E N T U R E S D U E 2 0 2 3 :
On June 24, 2003 and June 26, 2003, the Company issued a total of $86.3 million of 4 1/8% Convertible Subordinated
Debentures (the “Debentures”) due June 15, 2023. The Debentures were convertible at the option of the holders into
shares of the Company’s common stock, par value $1.00 per share: (1) in any quarter in which the price of its common
stock issuable upon conversion of a Debenture reached 120% or more of the conversion price ($24.07 or more) for 10
of the last 30 trading days of the immediately preceding fiscal quarter, (2) if specified corporate transactions occurred
or (3) if the trading price for the Debentures fell below certain thresholds. Upon conversion, the Company would have
the right to deliver, in lieu of its common stock, cash or a combination of cash and shares of its common stock. Subject
to the above conditions, each $1,000 principal amount of Debentures was convertible into 49.8462 shares (equivalent
to a conversion price of $20.06 per share of common stock) subject to adjustment. There were $30,000 of debentures
converted to 1,356 shares of common stock during Fiscal 2008.
On April 29, 2009, the Company entered into separate exchange agreements whereby it acquired and retired $56.4
million in aggregate principal amount ($51.3 million fair value) of its Debentures due June 15, 2023 in exchange for the
issuance of 3,066,713 shares of its common stock, which include 2,811,575 shares that were reserved for conversion
of the Debentures and 255,138 additional inducement shares, and a cash payment of approximately $0.9 million. The
inducement was not deductible for tax purposes. During the fourth quarter of Fiscal 2010, holders of an aggregate of
$21.04 million principal amount of its 4 1/8% Convertible Subordinated Debentures were converted to 1,048,764 shares
of common stock pursuant to separate conversion agreements which provided for payment of an aggregate of $0.3
million to induce conversion. On November 4, 2009, the Company issued a notice of redemption to the remaining holders
of the $8.775 million outstanding 4 1/8% Convertible Subordinated Debentures. As permitted by the Indenture, holders
of all except $1,000 in principal amount of the remaining Debentures converted their Debentures to 437,347 shares
of common stock prior to the redemption date of December 3, 2009. As a result of the exchange agreements and
conversions, the Company recognized a loss on the early retirement of debt of $5.5 million in Fiscal 2010, reflected on
the Consolidated Statements of Operations. After the exchanges and conversions there was zero aggregate principal
amount of Debentures outstanding.
Deferred financing costs of $2.9 million relating to the issuance were initially capitalized and being amortized over seven
years. As a result of adoption of the FASB’s Debt with Conversion and Other Options Sub-Topic of the Codification, $0.7
million was reclassified from deferred note expense to additional paid-in capital. Due to the exchanges and conversions,
deferred financing costs of $0.3 million were written off and included in loss on early retirement of debt in the Consolidated
Statements of Operations for Fiscal 2010.
Note 7: Commitments Under Long-Term Leases
O P E R AT I N G L E A S E S
The Company leases its office space and all of its retail store locations and transportation equipment under various
noncancelable operating leases. The leases have varying terms and expire at various dates through 2031. The store
leases in the United States, Puerto Rico and Canada typically have initial terms of between 5 and 10 years. The stores
leases in the United Kingdom and the Republic of Ireland typically have initial terms of between 10 and 35 years.
Generally, most of the leases require the Company to pay taxes, insurance, maintenance costs and contingent rentals
based on sales. Approximately 3% of the Company’s leases contain renewal options.
Rental expense under operating leases of continuing operations was:
IN THOUSANDS
Minimum rentals
Contingent rentals
Sublease rentals
Total Rental Expense
2012
$ 192,175
12,918
(686)
$ 204,407
2011
$ 167,558
5,827
(642)
$ 172,743
2010
$ 159,553
4,780
(652)
$ 163,681
60
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 7: Commitments Under Long-Term Leases, Continued
Minimum rental commitments payable in future years are:
FISCAL YEARS
2013
2014
2015
2016
2017
Later years
Total Minimum Rental Commitments
GENESCO INC. AND SUBSIDIARIES
IN THOUSANDS
$ 202,882
189,333
172,452
150,368
124,056
294,881
$ 1,133,972
For leases that contain predetermined fixed escalations of the minimum rentals, the related rental expense is recognized
on a straight-line basis and the cumulative expense recognized on the straight-line basis in excess of the cumulative
payments is included in deferred rent and other long-term liabilities on the Consolidated Balance Sheets. The Company
occasionally receives reimbursements from landlords to be used towards construction of the store the Company
intends to lease. Leasehold improvements are recorded at their gross costs including items reimbursed by landlords.
The reimbursements are amortized as a reduction of rent expense over the initial lease term. Tenant allowances of $17.6
million and $18.4 million for Fiscal 2012 and 2011, respectively, and deferred rent of $35.2 million and $33.0 million for
Fiscal 2012 and 2011, respectively, are included in deferred rent and other long-term liabilities on the Consolidated
Balance Sheets.
Note 8: Equity
N O N - R E D E E M A B L E P R E F E R R E D S T O C K
SHARES
NUMBER OF SHARES
AMOUNTS IN THOUSANDS CONVERTIBLE
NO. OF
COMMON
2012
2011
2010
2012
2011
2010
RATIO
VOTES
CLASS (IN ORDER OF PREFERENCE)*
AUTHORIZED
Subordinated Serial Preferred (Cumulative)
Aggregate
3,000,000**
-
64,368 30,368
40,449 11,643
3,397
53,764
-0-
800,000
-
33,497
12,163
3,579
-0-
-
-
33,497 $1,215
1,164
12,326
340
3,579
-0-
-0-
-
$1,340
1,216
358
-0-
-
$1,340
1,233
358
-0-
N/A
.83
2.11
1.52
$2.30 Series 1
$4.75 Series 3
$4.75 Series 4
Series 6
$1.50 Subordinated
Cumulative Preferred
N/A
1
2
1
100
1
5,000,000 30,067
75,475
30,067
79,306
30,067
79,469
902
3,621
902
3,816
902
3,833
Employees’ Subordinated
Convertible Preferred
Stated Value of Issued Shares
Employees’ Preferred Stock Purchase Accounts
Total Non-Redeemable Preferred Stock
5,000,000 47,922
*In order of preference for liquidation and dividends.
49,192
50,350
1,437
5,058
(101)
$4,957
1,476
5,292
(109)
$5,183
1,510
5,343
(123)
$5,220
1.00***
1
**The Company’s charter permits the board of directors to issue Subordinated Serial Preferred Stock in as many series, each with as many shares and
such rights and preferences as the board may designate.
***Also convertible into one share of $1.50 Subordinated Cumulative Preferred Stock.
P R E F E R R E D S T O C K T R A N S A C T I O N S
IN THOUSANDS
Balance January 31, 2009
Other
Balance January 30, 2010
Other
Balance January 29, 2011
Other
Balance January 28, 2012
NON-REDEEMABLE
EMPLOYEES’
TOTAL
NON-REDEEMABLE
EMPLOYEES’
PREFERRED STOCK
NON-REDEEMABLE
PREFERRED STOCK
$ 3,833
PREFERRED STOCK
$ 1,502
PURCHASE ACCOUNTS
$ (132)
PREFERRED STOCK
$ 5,203
-0-
3,833
(17)
3,816
(195)
$3,621
$
61
8
1,510
(34)
1,476
(39)
1,437
9
(123)
14
(109)
8
$(101)
17
5,220
(37)
5,183
(226)
$4,957
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 8: Equity, Continued
S U B O R D I N AT E D S E R I A L P R E F E R R E D S T O C K ( C U M U L AT I V E ) :
Stated and redemption values for Series 1 are $40 per share and for Series 3 and 4 are each $100 per share plus
accumulated dividends; liquidation value for Series 1 is $40 per share plus accumulated dividends and for Series 3 and
4 is $100 per share plus accumulated dividends.
The Company’s shareholders’ rights plan grants to common shareholders the right to purchase, at a specified exercise
price, a fraction of a share of subordinated serial preferred stock, Series 6, in the event of an acquisition of, or an
announced tender offer for, 15% or more of the Company’s outstanding common stock. Upon any such event, each
right also entitles the holder (other than the person making such acquisition or tender offer) to purchase, at the exercise
price, shares of common stock having a market value of twice the exercise price. In the event the Company is acquired
in a transaction in which the Company is not the surviving corporation, each right would entitle its holder to purchase,
at the exercise price, shares of the acquiring company having a market value of twice the exercise price. The rights
expire in March 2020, are redeemable under certain circumstances for $.01 per right and are subject to exchange for
one share of common stock or an equivalent amount of preferred stock at any time after the event which makes the
rights exercisable and before a majority of the Company’s common stock is acquired.
$ 1 . 5 0 S U B O R D I N AT E D C U M U L AT I V E P R E F E R R E D S T O C K :
Stated and liquidation values and redemption price are 88 times the average quarterly per share dividend paid on
common stock for the previous eight quarters (if any), but in no event less than $30 per share plus accumulated dividends.
E M P LO Y E E S ’ S U B O R D I N AT E D C O N V E R T I B L E P R E F E R R E D S T O C K :
Stated and liquidation values are 88 times the average quarterly per share dividend paid on common stock for the
previous eight quarters (if any), but in no event less than $30 per share.
C O M M O N S T O C K :
Common stock – $1 par value. Authorized: 80,000,000 shares; issued: January 28, 2012 – 24,757,826 shares; January 29, 2011 –
24,162,634 shares. There were 488,464 shares held in treasury at January 28, 2012 and January 29, 2011. Each outstanding
share is entitled to one vote. At January 28, 2012, common shares were reserved as follows: 102,886 shares for conversion of
preferred stock; 394,627 shares for the 1996 Stock Incentive Plan; 92,146 shares for the 2005 Stock Incentive Plan; 1,953,346
shares for the 2009 Amended and Restated Stock Incentive Plan; and 315,901 shares for the Genesco Employee Stock
Purchase Plan.
For the year ended January 28, 2012, 390,357 shares of common stock were issued for the exercise of stock options at an
average weighted exercise price of $24.82, for a total of $9.7 million; 289,407 shares of common stock were issued as restricted
shares as part of the 2009 Amended and Restated Equity Incentive Plan; 2,717 shares of common stock were issued for the
purchase of shares under the Employee Stock Purchase Plan at an average weighted market price of $48.95, for a total of
$0.1 million; 14,643 shares were issued to directors for no consideration; 93,089 shares were withheld for taxes on restricted
stock vested in Fiscal 2012; 14,081 shares of restricted stock were forfeited in Fiscal 2012; and 5,238 shares were issued in
miscellaneous conversions of Series 1, 3, 4 and Employees’ Subordinated Convertible Preferred Stock. The 390,357 options
exercised were all fixed stock options (see Note 12).
For the year ended January 29, 2011, 118,450 shares of common stock were issued for the exercise of stock options
at an average weighted exercise price of $18.77, for a total of $2.2 million; 404,995 shares of common stock were
issued as restricted shares as part of the 2009 Equity Incentive Plan; 4,230 shares of common stock were issued for the
purchase of shares under the Employee Stock Purchase Plan at an average weighted market price of $28.39, for a total
of $0.1 million; 17,838 shares were issued to directors for no consideration; 81,731 shares were withheld for taxes on
restricted stock vested in Fiscal 2011; 1,575 shares of restricted stock were forfeited in Fiscal 2011; and 1,501 shares
were issued in miscellaneous conversions of Series 3 and Employees’ Subordinated Convertible Preferred Stock. The
118,450 options exercised were all fixed stock options (see Note 12). In addition, the Company repurchased and retired
863,767 shares of common stock at an average weighted market price of $28.74 for a total of $24.8 million.
62
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 8: Equity, Continued
For the year ended January 30, 2010, 28,500 shares of common stock were issued for the exercise of stock options
at an average weighted exercise price of $14.04, for a total of $0.4 million; 383,745 shares of common stock were
issued as restricted shares as part of the 2009 Equity Incentive Plan; 4,350 shares of common stock were issued for
the purchase of shares under the Employee Stock Purchase Plan at an average weighted market price of $22.87, for a
total of $0.1 million; 21,204 shares were issued to directors for no consideration; 65,299 shares were withheld for taxes
on restricted stock vested in Fiscal 2010; 11,951 shares of restricted stock were forfeited in Fiscal 2010; 4,552,824
shares of common stock were issued in conversions of the Debentures; and 2,341 shares were issued in miscellaneous
conversions of Series 1 and Employees’ Subordinated Convertible Preferred Stock. The 28,500 options exercised were
all fixed stock options (see Note 12). In addition, the Company repurchased and retired 85,000 shares of common
stock at an average weighted market price of $23.84 for a total of $2.0 million.
R E S T R I C T I O N S O N D I V I D E N D S A N D R E D E M P T I O N S O F C A P I TA L S T O C K :
The Company’s charter provides that no dividends may be paid and no shares of capital stock acquired for value if
there are dividend or redemption arrearages on any senior or equally ranked stock. Exchanges of subordinated serial
preferred stock for common stock or other stock junior to such exchanged stock are permitted.
The Company’s Credit Facility prohibits the payment of dividends and other restricted payments unless as of the date of
the making of any Restricted Payment or consummation of any Acquisition, (a) no Default or Event of Default exists or
would arise after giving effect to such Restricted Payment or Acquisition, and (b) either (i) the Borrowers have pro forma
projected Excess Availability for the following six month period equal to or greater than 50% of the Loan Cap, after giving
pro forma effect to such Restricted Payment or Acquisition, or (ii) (A) the Borrowers have pro forma projected Excess
Availability for the following six month period of less than 50% of the Loan Cap but equal to or greater than 20% of the
Loan Cap, after giving pro forma effect to the Restricted Payment or Acquisition, and (B) the Fixed Charge Coverage
Ratio, on a pro-forma basis for the twelve months preceding such Restricted Payment or Acquisition, will be equal to
or greater than 1.0:1.0 and (c) after giving effect to such Restricted Payment or Acquisition, the Borrowers are Solvent.
The Company’s management does not expect availability under the Credit Facility to fall below the requirements listed
above during Fiscal 2013. The Company’s UK Credit Facility prohibits the payment of any dividends by Schuh or its
subsidiaries to the Company.
Dividends declared for Fiscal 2012 for the Company’s Subordinated Serial Preferred Stock, $2.30 Series 1, $4.75 Series 3
and $4.75 Series 4, and the Company’s $1.50 Subordinated Cumulative Preferred Stock were $0.2 million in the aggregate.
63
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 8: Equity, Continued
C H A N G E S I N T H E S H A R E S O F T H E C O M PA N Y ’ S C A P I TA L S T O C K
Issued at January 31, 2009
Exercise of options
Issue restricted stock
Issue shares – Employee Stock Purchase Plan
Conversion of 4 1/8% Debentures
Shares repurchased
Other
Issued at January 30, 2010
Exercise of options
Issue restricted stock
Issue shares – Employee Stock Purchase Plan
Shares repurchased
Other
Issued at January 29, 2011
Exercise of options
Issue restricted stock
Issue shares – Employee Stock Purchase Plan
Other
Issued at January 28, 2012
Less shares repurchased and held in treasury
Outstanding at January 28, 2012
Note 9: Income Taxes
NON-REDEEMABLE
COMMON
PREFERRED
EMPLOYEES’
PREFERRED
STOCK
19,731,979
28,500
404,949
4,350
4,552,824
(85,000)
(74,909)
24,562,693
118,450
422,833
4,230
(863,767)
(81,805)
24,162,634
390,357
304,050
2,717
(101,932)
24,757,826
488,464
24,269,362
STOCK
79,460
-0-
-0-
-0-
-0-
-0-
9
79,469
-0-
-0-
-0-
-0-
(163)
79,306
-0-
-0-
-0-
(3,831)
75,475
-0-
75,475
STOCK
50,079
-0-
-0-
-0-
-0-
-0-
271
50,350
-0-
-0-
-0-
-0-
(1,158)
49,192
-0-
-0-
-0-
(1,270)
47,922
-0-
47,922
Income tax expense from continuing operations is comprised of the following:
I N T H O U S A N D S
Current
U.S. federal
International
State
Total Current Income Tax Expense
Deferred
U.S. federal
International
State
Total Deferred Income Tax Expense (Benefit)
Total Income Tax Expense – Continuing Operations
2 0 1 2
2 0 1 1
2 0 1 0
$ 42,103
2,007
8,952
53,062
$ 35,103
1,474
5,703
42,280
(175)
4,370
(1,463)
2,732
$ 55,794
(8,165)
-0-
(3,701)
(11,866)
$ 30,414
$ 14,261
1,680
1,781
17,722
4,943
-0-
(1,263)
3,680
$ 21,402
Discontinued operations were recorded net of income tax benefit of approximately ($0.7) million, ($0.9) million and
($0.2) million in Fiscal 2012, 2011 and 2010, respectively.
As a result of the exercise of stock options and vesting of restricted stock during Fiscal 2012, 2011 and 2010, the
Company realized an additional income tax benefit (expense) of approximately $4.6 million, $1.3 million and ($0.7)
million, respectively. These tax benefits (expenses) are reflected as an adjustment to additional paid-in capital.
64
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 9: Income Taxes, Continued
Deferred tax assets and liabilities are comprised of the following:
J A N U A R Y 2 8 ,
J A N U A R Y 2 9 ,
GENESCO INC. AND SUBSIDIARIES
I N T H O U S A N D S
Identified intangibles
Prepaids
Convertible bonds
Total deferred tax liabilities
Options
Deferred rent
Pensions
Expense accruals
Uniform capitalization costs
Book over tax depreciation
Provisions for discontinued operations and restructurings
Inventory valuation
Tax net operating loss and credit carryforwards
Allowances for bad debts and notes
Deferred compensation and restricted stock
Other
Gross deferred tax assets
Deferred tax asset valuation allowance
Deferred tax asset net of valuation allowance
Net Deferred Tax Assets
2 0 1 2
$ (28,125)
(2,814)
(3,001)
(33,940)
1,289
7,043
8,936
17,146
9,893
11,756
5,201
2,397
8,306
1,641
5,174
5,460
84,242
(3,790)
80,452
$ 46,512
The deferred tax balances have been classified in the Consolidated Balance Sheets as follows:
Net current asset
Net non-current asset
Net non-current liability
Net Deferred Tax Assets
2 0 1 2
$ 22,5 41
28,152
(4,181)
$ 46,512
2 0 1 1
$ (20,392)
(2,814)
(3,001)
(26,207)
1,999
8,961
4,701
4,738
9,204
12,629
6,215
3,232
1,581
894
5,047
5,172
64,373
-0-
64,373
$ 38,166
2 0 1 1
$ 19,130
19,036
-0-
$ 38,166
Reconciliation of the United States federal statutory rate to the Company’s effective tax rate from continuing operations
is as follows:
U.S. federal statutory rate of tax
State taxes (net of federal tax benefit)
Bond costs
Foreign rate differential
Change in valuation allowance
Permanent items
Other
Effective Tax Rate
2 0 1 2
35.00%
3.53
–
(1.92)
.71
2.35
.53
40.20%
2 0 1 1
35.00%
2.59
–
–
–
(.83)
(.96)
35.80%
2 0 1 0
35.00%
1.05
4.70
–
–
.75
.89
42.39%
The provision for income taxes resulted in an effective tax rate for continuing operations of 40.20% for Fiscal 2012,
compared with an effective tax rate of 35.80% for Fiscal 2011. The increase in the effective tax rate for Fiscal 2012
was primarily attributable to transaction costs and deferred purchase price related to the Schuh acquisition which are
considered permanent differences.
As of January 28, 2012, the Company had a federal net operating loss carryforward, which was assumed in one of the
prior year acquisitions, of $1.6 million which expires in fiscal years 2025 through 2030.
As of January 28, 2012, January 29, 2011 and January 31, 2010, the Company had state net operating loss carryforwards
of $0.1 million, $0.4 million and $0.4 million, respectively, which expire in fiscal years 2016 through 2031.
As of January 28, 2012, January 29, 2011 and January 30, 2010, the Company had state tax credits of $0.6 million, $0.5
million and $0.1 million, respectively. These credits expire in fiscal years 2014 through 2019.
As of January 28, 2012, January 29, 2011 and January 30, 2010, the Company had foreign tax credits of $0.1 million,
$0.3 million and $0.4 million, respectively. These credits will expire in fiscal year 2022.
65
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 9: Income Taxes, Continued
As of January 28, 2012, the Company had foreign net operating losses of $7.2 million, which have no expiration.
As of January 28, 2012, as part of the Schuh acquisition, the Company has provided a valuation allowance of
approximately $3.8 million on deferred tax assets associated primarily with foreign net operating losses and foreign
fixed assets for which management has determined it is more likely than not that the deferred tax assets will not be
realized. The $0.9 million net increase in the valuation allowance during Fiscal 2012 from the $2.9 million provided for
on the opening balance sheet determined in accordance with the Income Tax Topic of the Codification relate to foreign
net operating losses arising in Fiscal 2012 and increases in fixed asset-related deferred tax assets that will more likely
than not never be realized. Management believes that it is more likely than not that the remaining deferred tax assets
will be fully realized.
As of January 28, 2012, the Company has not provided for withholding or United States federal income taxes on
approximately $27.1 million of accumulated undistributed earnings of its foreign subsidiaries as they are considered
by management to be permanently reinvested. If these undistributed earnings were not considered to be permanently
reinvested, the related U.S. tax liability may be reduced by foreign income taxes paid on those earnings. Because of
the complexities involved with the hypothetical tax calculation, a determination of the unrecognized deferred tax liability
related to these undistributed earnings is not practicable.
The methodology in the Income Tax Topic of the Codification prescribes that a company should use a more-likely-than-
not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-
than-not recognition threshold should be measured in order to determine the tax benefit to be recognized in the financial
statements.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for Fiscal 2012, 2011 and 2010.
I N T H O U S A N D S
Unrecognized Tax Benefit – Beginning of Period
Gross Increases (Decreases) – Tax Positions
in a Prior Period
Gross Increases – Tax Positions in a Current Period
Settlements
Lapse of Statues of Limitations
2 0 1 2
$ 14,167
(29)
6,986
(533)
(124)
2 0 1 1
$ 17,004
(517)
473
(2,605)
(188)
2 0 1 0
$ 13,456
4,306
327
(445)
(640)
Unrecognized Tax Benefit – End of Period
$ 20,467
$ 14,167
$ 17,004
Unrecognized tax benefits were approximately $20.5 million, $14.2 million and $17.0 million as of January 28, 2012,
January 29, 2011 and January 30, 2010, respectively. The amount of unrecognized tax benefits as of January 28, 2012,
January 29, 2011 and January 30, 2010 which would impact the annual effective rate if recognized were $12.6 million,
$13.1 million and $13.9 million, respectively. The Company believes it is reasonably possible that there will be an $8.0
million decrease in the gross tax liability for uncertain tax positions within the next 12 months based upon the expiration
of statutes of limitation in various tax jurisdictions and potential settlements.
The Company recognizes interest expense and penalties related to the above unrecognized tax benefits within income
tax expense on the Consolidated Statements of Operations. Related to the uncertain tax benefits noted above, the
Company recorded interest and penalties of approximately $0.5 million expense and $0.0 million, respectively, during
Fiscal 2012, ($0.5) million income and ($0.2) million income, respectively, during Fiscal 2011 and $0.8 million expense
and ($0.1) million income, respectively, during Fiscal 2010. The Company recognized a liability for accrued interest
and penalties of $2.3 million and $0.2 million, respectively, as of January 28, 2012 and $1.8 million and $0.2 million,
respectively, as of January 29, 2011, included in deferred rent and other long-term liabilities on the Consolidated
Balance Sheets.
Income tax reserves are determined using the methodology required by the Income Tax Topic of the Codification.
The Company and its subsidiaries file income tax returns in federal and in many state and local jurisdictions as well
as foreign jurisdictions. Primarily as a result of filing amended tax returns, which were generated by the closing of
66
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 9: Income Taxes, Continued
the Internal Revenue Service (“IRS”) examination during Fiscal 2011, the Company is still open to state and local
audits dating back to fiscal year ended January 2006. In addition, the Company has subsidiaries in various foreign
jurisdictions that have statutes of limitation generally ranging from two to six years.
Note 10: Defined Benefit Pension Plans and Other Postretirement Benefit Plans
D E F I N E D B E N E F I T P E N S I O N P L A N S
The Company sponsored a non-contributory, defined benefit pension plan. As of January 1, 1996, the Company
amended the plan to change the pension benefit formula to a cash balance formula from the then existing benefit
calculation based upon years of service and final average pay. The benefits accrued under the old formula were frozen
as of December 31, 1995. Upon retirement, the participant will receive this accrued benefit payable as an annuity. In
addition, the participant will receive as a lump sum (or annuity if desired) the amount credited to the participant’s
cash balance account under the new formula. Effective January 1, 2005, the Company froze the defined benefit cash
balance plan which prevents any new entrants into the plan as of that date as well as affects the amounts credited to
the participants’ accounts as discussed below.
Under the cash balance formula, beginning January 1, 1996, the Company credited each participants’ account annually
with an amount equal to 4% of the participant’s compensation plus 4% of the participant’s compensation in excess of
the Social Security taxable wage base. Beginning December 31, 1996 and annually thereafter, the account balance of
each active participant was credited with 7% interest calculated on the sum of the balance as of the beginning of the
plan year and 50% of the amounts credited to the account, other than interest, for the plan year. The account balance
of each participant who was inactive would be credited with interest at the lesser of 7% or the 30 year Treasury rate.
Under the frozen plan, each participants’ cash balance plan account will be credited annually only with interest at the
30 year Treasury rate, not to exceed 7%, until the participant retires. The amount credited each year will be based on
the rate at the end of the prior year.
O T H E R P O S T R E T I R E M E N T B E N E F I T P L A N S
The Company provides health care benefits for early retirees and life insurance benefits for certain retirees not covered
by collective bargaining agreements. Under the health care plan, early retirees are eligible for benefits until age 65.
Employees who meet certain requirements are eligible for life insurance benefits upon retirement. The Company
accrues such benefits during the period in which the employee renders service.
O B L I G AT I O N S A N D F U N D E D S TAT U S
CHANGE IN BENEFIT OBLIGATION
IN THOUSANDS
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participants’ contributions
Benefits paid
Actuarial loss
Benefit Obligation at End of Year
CHANGE IN PLAN ASSETS
IN THOUSANDS
Fair value of plan assets at beginning of year
Actual gain on plan assets
Employer contributions
Plan participants’ contributions
Benefits paid
Fair Value of Plan Assets at End of Year
PENSION BENEFITS
OTHER BENEFITS
2012
$ 110,793
250
5,597
-0-
(8,805)
10,809
$ 118,644
2011
$ 109,771
250
5,897
-0-
(8,723)
3,598
$ 110,793
2012
$ 3,480
166
174
71
(242)
259
$ 3,908
2011
$ 3,226
144
170
110
(445)
275
$ 3,480
PENSION BENEFITS
OTHER BENEFITS
2012
$ 98,887
6,111
250
-0-
(8,805)
$ 96,443
2011
$ 89,369
14,041
4,200
-0-
(8,723)
$ 98,887
2012
-0-
-0-
171
71
(242)
-0-
$
$
2011
-0-
-0-
335
110
(445)
-0-
$
$
Funded Status at End of Year
$ (22,201)
$ (11,906)
$ (3,908)
$ (3,480)
67
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 10: Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
Amounts recognized in the Consolidated Balance Sheets consist of:
IN THOUSANDS
Noncurrent assets
Current liabilities
Noncurrent liabilities
Net Amount Recognized
PENSION BENEFITS
OTHER BENEFITS
$
2012
-0-
-0-
(22,201)
$ (22,201)
$
2011
-0-
-0-
(11,906)
$ (11,906)
$
2012
-0-
(160)
(3,748)
$ (3,908)
$
2011
-0-
(315)
(3,165)
$ (3,480)
Amounts recognized in accumulated other comprehensive income consist of:
IN THOUSANDS
Prior service cost
Net loss
Total Recognized in Accumulated Other
Comprehensive Loss
PENSION BENEFITS
OTHER BENEFITS
2012
$
4
48,906
2011
$
8
41,129
$
2012
-0-
437
$
2011
-0-
257
$ 48,910
$ 41,137
$
437
$
257
PENSION BENEFITS
IN THOUSANDS
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
C O M P O N E N T S O F N E T P E R I O D I C B E N E F I T C O S T
N E T P E R I O D I C B E N E F I T C O S T
IN THOUSANDS
Service cost
Interest cost
Expected return on plan assets
Amortization:
Prior service cost
Losses
Net amortization
Net Periodic Benefit Cost
JANUARY 28,
JANUARY 29,
2012
$ 118,644
118,644
96,443
2011
$ 110,793
110,793
98,887
$
OTHER BENEFITS
2011
$ 144
170
-0-
2010
$ 120
170
-0-
2012
166
174
-0-
PENSION BENEFITS
2011
2012
2010
$ 250 $ 250 $ 250
6,562
5,597
5,897
(8,354)
(7,807) (8,089)
4
4
4
1,751
4,235
4,728
4,732
1,755
4,239
$ 2,772 $ 2,297 $ 213
-0-
79
79
$ 419
-0-
59
59
$ 373
-0-
50
50
$ 340
R E C O N C I L I AT I O N O F A C C U M U L AT E D O T H E R C O M P R E H E N S I V E I N C O M E
IN THOUSANDS
Net loss (gain)
Amortization of prior service cost
Amortization of net actuarial (loss) gain
PENSION BENEFITS
2012
$ 12,505
(4)
(4,728)
OTHER BENEFITS
2012
$ (79)
-0-
259
Total Recognized in Other Comprehensive Income
$ 7,773
$ 180
Total Recognized in Net Periodic Benefit Cost and
Other Comprehensive Income
$ 10,545
$ 599
The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from
accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $6.4 million and
$4,000, respectively. The estimated net loss for the other postretirement benefit plans that will be amortized from
accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $0.1 million.
68
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
GENESCO INC. AND SUBSIDIARIES
Note 10: Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
W E I G H T E D - A V E R A G E A S S U M P T I O N S U S E D T O D E T E R M I N E B E N E F I T O B L I G AT I O N S
Discount rate
Rate of compensation increase
PENSION BENEFITS
OTHER BENEFITS
2012
4.35%
NA
2011
5.25%
NA
2012
4.17%
-
2011
5.25%
-
For Fiscal 2012 and 2011, the discount rate was based on a yield curve of high quality corporate bonds with cash flows
matching the Company’s plans’ expected benefit payments.
W E I G H T E D - A V E R A G E A S S U M P T I O N S U S E D T O D E T E R M I N E N E T P E R I O D I C B E N E F I T C O S T S
Discount rate
Expected long-term rate of return on
plan assets
Rate of compensation increase
PENSION BENEFITS
2011
2012
5.25% 5.625%
2010
6.875%
OTHER BENEFITS
2011
5.50% 6.375%
2010
2012
5.25%
8.25%
NA
8.25%
NA
8.25%
NA
-
-
-
-
-
-
The weighted average discount rate used to measure the benefit obligation for the pension plan decreased from 5.25%
to 4.35% from Fiscal 2011 to Fiscal 2012. The decrease in the rate increased the accumulated benefit obligation by
$10.4 million and increased the projected benefit obligation by $10.4 million. The weighted average discount rate used
to measure the benefit obligation for the pension plan decreased from 5.625% to 5.25% from Fiscal 2010 to Fiscal 2011.
The decrease in the rate increased the accumulated benefit obligation by $4.1 million and increased the projected
benefit obligation by $4.1 million.
To develop the expected long-term rate of return on assets assumption, the Company considered historical asset
returns, the current asset allocation and future expectations. Considering this information, the Company selected an
8.25% long-term rate of return on assets assumption.
A S S U M E D H E A LT H C A R E C O S T T R E N D R AT E S
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline
(the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
2012
7.5%
5%
2017
2011
8%
5%
2017
The effect on disclosed information of one percentage point change in the assumed health care cost trend rate for each
future year is shown below.
(IN THOUSANDS)
Aggregated service and interest cost
Accumulated postretirement benefit obligation
P L A N A S S E T S
1% Increase
1% Decrease
in Rates
$ 59
$ 616
in Rates
$ 48
$ 502
The Company’s pension plan weighted average asset allocations as of January 28, 2012 and January 29, 2011, by asset
category are as follows:
ASSET CATEGORY
Equity securities
Debt securities
Other
Total
PLAN ASSETS
JANUARY 28,
2012
63%
37%
0%
100%
JANUARY 29,
2011
66%
33%
1%
100%
The investment strategy of the Trust is to ensure over the long-term an asset pool, that when combined with company
contributions, will support benefit obligations to participants, retirees and beneficiaries. Investment management
responsibilities of plan assets are delegated to outside investment advisers and overseen by an Investment Committee
comprised of members of the Company’s senior management that is appointed by the Board of Directors. The Company
has an investment policy that provides direction on the implementation of this strategy.
69
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 10: Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
The investment policy establishes a target allocation for each asset class and investment manager. The actual asset
allocation versus the established target is reviewed at least quarterly and is maintained within a +/- 5% range of the
target asset allocation. Target allocations are 50% domestic equity, 13% international equity, 35% fixed income and
2% cash investments.
All investments are made solely in the interest of the participants and beneficiaries for the exclusive purposes of
providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the
Trust as determined by the Investment Committee. All assets shall be properly diversified to reduce the potential of a
single security or single sector of securities having a disproportionate impact on the portfolio.
The Committee utilizes an outside investment consultant and a team of investment managers to implement its
various investment strategies. Performance of the managers is reviewed quarterly and the investment objectives are
consistently evaluated.
At January 28, 2012 and January 29, 2011, there were no Company related assets in the plan.
Generally, quoted market prices are used to value pension plan assets. Equities, some fixed income securities, publicly
traded investment funds and U.S. government obligations are valued at the closing price reported on the active market
on which the individual security is traded.
The following table presents the pension plan assets by level within the fair value hierarchy as of January 28, 2012.
IN THOUSANDS
Equity Securities:
Europacific Growth Fund
Harbor Capital Appreciation Fund
Harbor Small Cap Growth Fund
Munder Veracity Small Cap Value Fund
Vanguard Inst Index Fund
Vanguard Russell 1000 Value Index Fund
Debt Securities:
Pimco Long Duration Total Return Fund
Pimco Total Return Fund
Other:
Cash Equivalents
Other (includes receivables and payables)
Total Pension Plan Assets
C A S H F LO W S
R E T U R N O F A S S E T S
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
$ 11,754
12,129
6,279
6,574
11,946
12,393
15,845
19,319
267
(63)
$ 96,443
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$11,754
12,129
6,279
6,574
11,946
12,393
15,845
19,319
267
(63)
$ 96,443
There was no return of assets from the plan to the Company in Fiscal year 2012 and no plan assets are projected to be
returned to the Company in Fiscal 2013.
C O N T R I B U T I O N S
There was no ERISA cash requirement for the plan in 2011 and none is projected to be required in 2012. It is the
Company’s policy to contribute enough cash to maintain at least an 80% funding level.
70
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 10: Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
E S T I M AT E D F U T U R E B E N E F I T PAY M E N T S
Expected benefit payments from the trust, including future service and pay, are as follows:
GENESCO INC. AND SUBSIDIARIES
ESTIMATED FUTURE PAYMENTS
2012
2013
2014
2015
2016
2017–2021
S E C T I O N 4 0 1 ( K ) S A V I N G S P L A N
Pension
Benefits
($ in millions)
$ 8.6
8.5
8.5
8.4
8.2
38.8
Other
Benefits
($ in millions)
$ 0.2
0.2
0.2
0.2
0.2
1.2
The Company has a Section 401(k) Savings Plan available to employees who have completed one full year of service
and are age 21 or older.
Concurrent with the January 1, 1996 amendment to the pension plan (discussed previously), the Company amended the
401(k) savings plan to make matching contributions equal to 50% of each employee’s contribution of up to 5% of salary.
Concurrent with freezing the defined benefit pension plan effective January 1, 2005, the Company amended the 401(k)
savings plan to change the formula for matching contributions. Since January 1, 2005, the Company has matched
100% of each employee’s contribution of up to 3% of salary and 50% of the next 2% of salary. In addition, for those
employees hired before December 31, 2004, who were eligible for the Company’s cash balance retirement plan before it
was frozen, the Company annually makes an additional contribution of 2 1/2 % of salary to each employee’s account. In
calendar 2005 and future years, participants are immediately vested in their contributions and the Company’s matching
contribution plus actual earnings thereon. The contribution expense to the Company for the matching program was
approximately $4.2 million for Fiscal 2012, $3.8 million for Fiscal 2011 and $3.2 million for Fiscal 2010.
71
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 11: Earnings Per Share
IN THOUSANDS,
INCOME
SHARES
PER-SHARE
INCOME
SHARES
PER-SHARE
INCOME
SHARES
PER-SHARE
EXCEPT PER SHARE AMOUNTS
(NUMERATOR) (DENOMINATOR) AMOUNT
(NUMERATOR) (DENOMINATOR) AMOUNT
(NUMERATOR) (DENOMINATOR) AMOUNT
FOR THE YEAR ENDED
JANUARY 28, 2012
FOR THE YEAR ENDED
JANUARY 29, 2011
FOR THE YEAR ENDED
JANUARY 30, 2010
Earnings from
continuing operations
$82,984
$54,547
$29,086
Less: Preferred
stock dividends
(193)
(197)
(198)
BASIC EPS
Income available to
common shareholders
82,791
23,234 $3.56
54,350
23,209 $2.34
28,888
21,471
$1.35
EFFECT OF DILUTIVE SECURITIES
Options and restricted stock
511
431
210
Convertible
preferred stock(1)
4 1/8% Convertible
Subordinated
Debentures (2)
Employees’
preferred stock(3)
DILUTED EPS
Income available to common
shareholders plus assumed
141
55
58
26
-0-
-0-
-0-
-0-
-0-
-0-
1,911
1,768
48
50
51
conversions
$82,932
23,848 $3.48 $54,408
23,716 $2.29 $30,799
23,500 $1.31
(1) The amount of the dividend on the convertible preferred stock per common share obtainable on conversion of the convertible preferred stock was less than
basic earnings per share for Series 1, 3 and 4 preferred stocks for Fiscal 2012. Therefore, conversion of these convertible preferred stocks were included in
diluted earnings per share for Fiscal 2012. The amount of the dividend on Series 3 convertible preferred stock per common share obtainable on conversion of the
convertible preferred stock was less than basic earnings for Fiscal 2011. Therefore, conversion of Series 3 preferred shares were included in diluted earnings per
share for Fiscal 2011. The amount of the dividend on Series 1 and Series 4 convertible preferred stock per common share obtainable on conversion of the preferred
stock was higher than basic earnings for Fiscal 2011. Therefore, conversion of Series 1 and Series 4 preferred shares were not reflected in diluted earnings per
share for Fiscal 2011 because it would have been antidilutive. The amount of the dividend on the convertible preferred stock per common share obtainable on
conversion of the convertible preferred stock is higher than basic earnings per share for Series 1, Series 3 and Series 4 for Fiscal 2010. Therefore, conversion of
Series 1, Series 3 and Series 4 convertible preferred stock is not reflected in diluted earnings per share for Fiscal 2010, because it would have been antidilutive.
The shares convertible to common stock for Series 1, 3 and 4 preferred stock would have been 25,306 and 24,512 and 5,147, respectively, as of January 28, 2012.
(2) The Company converted the 4 1/8% Convertible Subordinated Debentures to common stock during Fiscal 2010, therefore the convertible debentures are not
reflected in diluted earnings per share for Fiscal 2012 or 2011.
(3) The Company’s Employees’ Subordinated Convertible Preferred Stock is convertible one for one to the Company’s common stock. Because there are no
dividends paid on this stock, these shares are assumed to be converted.
All outstanding options to purchase shares of common stock at the end of Fiscal 2012 were included in the computation
of diluted earnings per share because the options’ exercise prices were less than the average market price of the
common shares.
Options to purchase 12,000 shares of common stock at $32.65 per share, 71,428 shares of common stock at $36.40
per share, 1,945 shares of common stock at $40.05 per share, 103,474 shares of common stock at $38.14 per share,
951 shares of common stock at $37.41 per share and 2,351 shares of common stock at $42.82 per share were
outstanding at the end of Fiscal 2011 but were not included in the computation of diluted earnings per share because
the options’ exercise prices were greater than the average market price of the common shares.
Options to purchase 12,000 shares of common stock at $32.65 per share, 12,000 shares of common stock at $23.97
per share, 60,752 shares of common stock at $23.54 per share, 325,982 shares of common stock at $24.90 per share,
71,428 shares of common stock at $36.40 per share, 1,945 shares of common stock at $40.05 per share, 103,474
shares of common stock at $38.14 per share, 951 shares of common stock at $37.41 per share and 2,351 shares of
common stock at $42.82 per share were outstanding at the end of Fiscal 2010 but were not included in the computation
of diluted earnings per share because the options’ exercise prices were greater than the average market price of the
common shares.
72
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 11: Earnings Per Share, Continued
The weighted shares outstanding reflects the effect of stock buy back programs. The Company repurchased 85,000
shares at a cost of $2.0 million during Fiscal 2010, which was not paid at the end of Fiscal 2010 but included in other
accrued liabilities on the Consolidated Balance Sheets. During the first quarter of Fiscal 2011, the board increased
the total repurchase authorization under its common stock repurchase plan to $35.0 million. The board restored the
total repurchase authorization in the third quarter of Fiscal 2011 to $35.0 million. The Company repurchased 863,767
shares at a cost of $24.8 million during Fiscal 2011. All of the $24.8 million in repurchases for Fiscal 2011, except $0.6
million, were repurchased under the original $35.0 million authorization made during the first quarter of Fiscal 2011.
The Company did not repurchase any shares during Fiscal 2012.
Note 12: Shared-Based Compensation Plans
The Company’s stock-based compensation plans, as of January 28, 2012, are described below. The Company
recognizes compensation expense for share-based payments based on the fair value of the awards as required by the
Compensation – Stock Compensation Topic of the Codification.
S T O C K I N C E N T I V E P L A N S
The Company has two fixed stock incentive plans. Under the 2009 Amended and Restated Equity Incentive Plan (the
“2009 Plan”), effective as of June 22, 2011, the Company may grant options, restricted shares, performance awards
and other stock-based awards to its employees, consultants and directors for up to 2.5 million shares of common
stock. Under the 2005 Equity Incentive Plan (the “2005 Plan”), effective as of June 23, 2005, the Company may grant
options, restricted shares and other stock-based awards to its employees and consultants as well as directors for up
to 2.5 million shares of common stock. There will be no future awards under the 2005 Equity Incentive Plan. Under
both plans, the exercise price of each option equals the market price of the Company’s stock on the date of grant
and an option’s maximum term is 10 years. Options granted under both plans vest 25% per year over four years.
For Fiscal 2012, 2011 and 2010, the Company recognized share-based compensation cost of less than $1,000,
$0.2 million and $0.4 million, respectively, for its fixed stock incentive plans included in selling and administrative
expenses in the accompanying Consolidated Statements of Operations. The Company did not capitalize any share-
based compensation cost.
The Compensation – Stock Compensation Topic of the Codification requires that the cash flows resulting from tax
benefits for tax deductions in excess of the compensation cost recognized for those options (excess tax benefit) be
classified as financing cash flows. Accordingly, the Company classified excess tax benefits of $4.7 million, $1.4 and
$0.0 million as financing cash inflows rather than as operating cash inflows on its Consolidated Statement of Cash
Flows for Fiscal 2012, 2011 and 2010, respectively.
The Company did not grant any shares of fixed stock options in Fiscal 2012, 2011 or 2010.
73
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 12: Shared-Based Compensation Plans, Continued
A summary of fixed stock option activity and changes for Fiscal 2012, 2011 and 2010 is presented below:
WEIGHTED-AVERAGE
REMAINING
SHARES
EXERCISE PRICE
CONTRACTUAL TERM
VALUE (IN
THOUSANDS)(1)
WEIGHTED-AVERAGE
AGGREGATE INTRINSIC
Outstanding, January 31, 2009
Granted
Exercised
Forfeited
Outstanding, January 30, 2010
Granted
Exercised
Forfeited
Outstanding, January 29, 2011
Granted
Exercised
Forfeited
Outstanding, January 28, 2012
Exercisable, January 28, 2012
1,043,759
-0-
(28,500)
(19,679)
995,580
-0-
(118,450)
-0-
877,130
-0-
(390,357)
-0-
486,773
486,773
$ 23.90
-
14.04
31.16
$ 24.04
-
18.77
-
$ 24.75
-
24.82
-
$ 24.70
$ 24.70
2.51
2.51
$ 17,965
$ 17,965
(1) Based upon the difference between the closing market price of the Company’s common stock on the last trading day of the year and the grant
price of in-the-money options.
The total intrinsic value, which represents the difference between the underlying stock’s market price and the option’s exercise
price, of options exercised during Fiscal 2012, 2011 and 2010 was $10.3 million, $2.3 million and $0.4 million, respectively.
A summary of the status of the Company’s nonvested shares of its fixed stock incentive plans as of January 28, 2012,
is presented below:
N O N V E S T E D F I X E D S T O C K O P T I O N S
Nonvested at January 29, 2011
Granted
Vested
Forfeited
Nonvested at January 28, 2012
W E I G H T E D - A V E R A G E
G R A N T- D AT E
FA I R V A L U E
$ 16.28
-
16.28
-
$ 0.00
S H A R E S
587
-0-
(587)
-0-
-0-
As of January 28, 2012 there was no unrecognized compensation costs related to nonvested share-based compensation
arrangements granted under the stock incentive plans discussed above.
Cash received from option exercises under all share-based payment arrangements for Fiscal 2012, 2011 and 2010 was
$9.7 million, $2.2 million and $0.4 million, respectively.
R E S T R I C T E D S T O C K I N C E N T I V E P L A N S
D I R E C T O R R E S T R I C T E D S T O C K
The 2009 and 2005 Plans permit the board of directors to grant restricted stock to non-employee directors on the date of the
annual meeting of shareholders at which an outside director is first elected (“New Director Grants”). The outside director
restricted stock so granted is to vest with respect to one-third of the shares each year as long as the director is still serving as a
director. Once the shares have vested, the director is restricted from selling, transferring, pledging or assigning the shares for
an additional two years. There were no shares issued in New Director Grants in Fiscal 2012, 2011 and 2010.
In addition, the 2009 and 2005 Plans permit an outside director to elect irrevocably to receive all or a specified portion of his annual
retainers for board membership and any committee chairmanship for the following fiscal year in a number of shares of restricted
stock (the “Retainer Stock”). Shares of the Retainer Stock are granted as of the first business day of the fiscal year as to which
the election is effective, subject to forfeiture to the extent not earned upon the outside director’s ceasing to serve as a director
or committee chairman during such fiscal year. Once the shares are earned, the director is restricted from selling, transferring,
pledging or assigning the shares for an additional three years. There were no retainer shares issued in Fiscal 2012, 2011 or 2010.
Also pursuant to the 2005 Plan, annually on the date of the annual meeting of shareholders, beginning in Fiscal 2007, each
outside director received restricted stock valued at $60,000 based on the average of stock prices for the first five days in the
74
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 12: Shared-Based Compensation Plans, Continued
month of the annual meeting of shareholders. The outside director restricted stock vests with respect to one-third of the shares
each year as long as the director is still serving as a director. Once the shares vest, the director is restricted from selling,
transferring, pledging or assigning the shares for an additional two years. Under the 2009 Plan, director stock awards were
made during Fiscal 2012, 2011 and 2010 on substantially the same terms as grants under the 2005 Plan except for Fiscal 2012,
the restricted stock was valued at $70,000 and the vesting period was changed to one year. For Fiscal 2012, 2011 and 2010,
the Company issued 14,643 shares, 17,838 shares and 21,204 shares, respectively, of director restricted stock.
For Fiscal 2012, 2011 and 2010, the Company recognized $0.8 million, $0.5 million and $0.4 million, respectively, of
director restricted stock related share-based compensation in selling and administrative expenses in the accompanying
Consolidated Statements of Operations.
E M P LO Y E E R E S T R I C T E D S T O C K
Under the 2009 Plan, the Company issued 289,407 shares, 404,995 shares and 383,745 shares of employee restricted
stock in Fiscal 2012, 2011 and 2010, respectively. Of the 383,745 shares issued in Fiscal 2010, 359,096 shares and the
shares issued in Fiscal 2011 and 2012 vest 25% per year over four years, provided that on such date the grantee has
remained continuously employed by the Company since the date of grant. The additional 24,649 shares issued in Fiscal
2010 vest one-third per year over three years. The fair value of employee restricted stock is charged against income as
compensation cost over the vesting period. Compensation cost recognized in selling and administrative expenses in the
accompanying Consolidated Statements of Operations for these shares was $6.9 million, $7.3 million and $6.2 million for
Fiscal 2012, 2011 and 2010, respectively. A summary of the status of the Company’s nonvested shares of its employee
restricted stock as of January 28, 2012 is presented below:
N O N V E S T E D R E S T R I C T E D S H A R E S
Nonvested at January 31, 2009
Granted
Vested
Withheld for federal taxes
Forfeited
Nonvested at January 30, 2010
Granted
Vested
Withheld for federal taxes
Forfeited
Nonvested at January 29, 2011
Granted
Vested
Withheld for federal taxes
Forfeited
Nonvested at January 28, 2012
S H A R E S
508,333
383,745
(138,714)
(65,299)
(11,951)
676,114
404,995
(179,684)
(81,731)
(1,575)
818,119
289,407
(227,691)
(93,089)
(14,081)
772,665
W E I G H T E D - A V E R A G E
G R A N T- D AT E
FA I R V A L U E
$ 24.60
19.25
26.70
26.32
25.97
20.94
28.41
23.09
23.15
19.40
23.95
45.14
22.58
22.42
27.38
$ 32.41
As of January 28, 2012 there was $20.2 million of total unrecognized compensation costs related to nonvested share-
based compensation arrangements for restricted stock discussed above. That cost is expected to be recognized over
a weighted average period of 1.87 years.
E M P LO Y E E S T O C K P U R C H A S E P L A N
Under the Employee Stock Purchase Plan, the Company is authorized to issue up to 1.0 million shares of common
stock to qualifying full-time employees whose total annual base salary is less than $90,000, effective October 1, 2002.
Prior to October 1, 2002, the total annual base salary was limited to $100,000. Under the terms of the Plan, employees
could choose each year to have up to 15% of their annual base earnings or $8,500, whichever is lower, withheld to
purchase the Company’s common stock. The purchase price of the stock was 85% of the closing market price of the
stock on either the exercise date or the grant date, whichever was less. The Company’s board of directors amended the
Company’s Employee Stock Purchase Plan effective October 1, 2005 to provide that participants may acquire shares
under the Plan at a 5% discount from fair market value on the last day of the Plan year. Employees can choose each
year to have up to 15% of their annual base earnings or $9,500, whichever is lower, withheld to purchase the Company’s
75
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 12: Shared-Based Compensation Plans, Continued
common stock. Under the Compensation – Stock Compensation Topic of the Codification, shares issued under the Plan
as amended are non-compensatory. Under the Plan, the Company sold 2,717 shares, 4,230 shares and 4,350 shares
to employees in Fiscal 2012, 2011 and 2010, respectively.
S T O C K P U R C H A S E P L A N S
Stock purchase accounts arising out of sales to employees prior to 1972 under certain employee stock purchase
plans amounted to $101,000 and $109,000 at January 28, 2012 and January 29, 2011, respectively, and were secured
at January 28, 2012, by 5,625 employees’ preferred shares. Payments on stock purchase accounts under the stock
purchase plans have been indefinitely deferred. No further sales under these plans are contemplated.
Note 13: Legal Proceedings
E N V I R O N M E N TA L M AT T E R S
N E W Y O R K S TAT E E N V I R O N M E N TA L M AT T E R S
In August 1997, the New York State Department of Environmental Conservation (“NYSDEC”) and the Company entered into
a consent order whereby the Company assumed responsibility for conducting a remedial investigation and feasibility study
(“RIFS”) and implementing an interim remedial measure (“IRM”) with regard to the site of a knitting mill operated by a former
subsidiary of the Company from 1965 to 1969. The Company undertook the IRM and RIFS voluntarily, without admitting liability
or accepting responsibility for any future remediation of the site. The Company has completed the IRM and the RIFS. In the
course of preparing the RIFS, the Company identified remedial alternatives with estimated undiscounted costs ranging from $-0-
to $24.0 million, excluding amounts previously expended or provided for by the Company. The United States Environmental
Protection Agency (“EPA”), which has assumed primary regulatory responsibility for the site from NYSDEC, issued a Record
of Decision in September 2007. The Record of Decision requires a remedy of a combination of groundwater extraction and
treatment and in-site chemical oxidation at an estimated cost of approximately $10.7 million.
In July 2009, the Company agreed to a Consent Order with the EPA requiring the Company to perform certain
remediation actions, operations, maintenance and monitoring at the site. In September 2009, a Consent Judgment
embodying the Consent Order was filed in the U.S. District Court for the Eastern District of New York.
The Village of Garden City, New York, has asserted that the Company is liable for the costs associated with enhanced
treatment required by the impact of the groundwater plume from the site on two public water supply wells, including
historical costs ranging from approximately $1.8 million to in excess of $2.5 million, and future operation and maintenance
costs which the Village estimates at $126,400 annually while the enhanced treatment continues. On December 14, 2007,
the Village filed a complaint against the Company and the owner of the property under the Resource Conservation and
Recovery Act (“RCRA”), the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation and
Liability Act (“CERCLA”) as well as a number of state law theories in the U.S. District Court for the Eastern District of New
York, seeking an injunction requiring the defendants to remediate contamination from the site and to establish their liability for
future costs that may be incurred in connection with it, which the complaint alleges could exceed $41 million over a 70-year
period. The Company has not verified the estimates of either historic or future costs asserted by the Village, but believes
that an estimate of future costs based on a 70-year remediation period is unreasonable given the expected remedial period
reflected in the EPA’s Record of Decision. On May 23, 2008, the Company filed a motion to dismiss the Village’s complaint
on grounds including applicable statutes of limitation and preemption of certain claims by the NYSDEC’s and the EPA’s
diligent prosecution of remediation. On January 27, 2009, the Court granted the motion to dismiss all counts of the plaintiff’s
complaint except for the CERCLA claim and a state law claim for indemnity for costs incurred after November 27, 2000. On
September 23, 2009, on a motion for reconsideration by the Village, the Court reinstated the claims for injunctive relief under
RCRA and for equitable relief under certain of the state law theories. The Company intends to continue to defend the action.
In December 2005, the EPA notified the Company that it considers the Company a potentially responsible party (“PRP”) with
respect to contamination at two Superfund sites in upstate New York. The sites were used as landfills for process wastes generated
by a glue manufacturer, which acquired tannery wastes from several tanners, allegedly including the Company’s Whitehall tannery,
for use as raw materials in the gluemaking process. The Company has no records indicating that it ever provided raw materials
to the gluemaking operation and has not been able to establish whether the EPA’s substantive allegations are accurate. The
Company, together with other tannery PRPs, has entered into cost sharing agreements and Consent Decrees with the EPA with
76
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 13: Legal Proceedings, Continued
respect to both sites. Based upon the current estimates of the cost of remediation, the Company’s share is expected to
be less than $250,000 in total for the two sites. While there is no assurance that the Company’s share of the actual cost
of remediation will not exceed the estimate, the Company does not presently expect that its aggregate exposure with
respect to these two landfill sites will have a material adverse effect on its financial condition or results of operations.
W H I T E H A L L E N V I R O N M E N TA L M AT T E R S
The Company has performed sampling and analysis of soil, sediments, surface water, groundwater and waste management
areas at the Company’s former Volunteer Leather Company facility in Whitehall, Michigan.
In October 2010, the Company and the Michigan Department of Natural Resources and Environment entered into a
Consent Decree providing for implementation of a remedial Work Plan for the facility site designed to bring the site into
compliance with applicable regulatory standards. The Work Plan’s implementation is substantially complete and the
Company expects, based on its present understanding of the condition of the site, that its future obligations with respect
to the site will be limited to periodic monitoring and that future costs related to the site should not have a material effect
on its financial condition or results of operations.
A C C R U A L F O R E N V I R O N M E N TA L C O N T I N G E N C I E S
Related to all outstanding environmental contingencies, the Company had accrued $13.0 million as of January 28,
2012, $15.5 million as of January 29, 2011 and $15.9 million as of January 30, 2010. All such provisions reflect the
Company’s estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving
the contingencies, based on facts and circumstances as of the time they were made. There is no assurance that relevant
facts and circumstances will not change, necessitating future changes to the provisions. Such contingent liabilities are
included in the liability arising from provision for discontinued operations on the accompanying Consolidated Balance
Sheets. The Company has made pretax accruals for certain of these contingencies, including approximately $1.8 million
reflected in Fiscal 2012, $2.9 million in Fiscal 2011 and $0.8 million in Fiscal 2010. These charges are included in provision
for discontinued operations, net in the Consolidated Statements of Operations.
C A L I F O R N I A A C T I O N S
On March 3, 2011, there was filed in the U.S. District Court for the Eastern District of California a putative class action
styled Fraser v. Genesco Inc. On March 4, 2011, there was filed in the Superior Court of California for the County of San
Francisco a putative class action styled Pabst v. Genesco Inc. et al. The Pabst action was removed to the U.S. District
Court for the Northern District of California on April 1, 2011. Both complaints allege that the Company’s retail stores
in California violated the California Song-Beverly Credit Card Act of 1971 and other California law through customer
information collection practices, and both seek civil penalties, damages, restitution, injunctive and declaratory relief,
attorneys’ fees, and other relief. The Company and plaintiffs’ counsel have reached an agreement in principle to settle
both actions, subject to documentation and court approval. The Company expects that the proposed settlement will not
have a material effect on its financial condition or results of operations.
On June 22, 2011, the Company removed to the U.S. District Court for the Eastern District of California Overton v. Hat World,
Inc., a putative class action against its subsidiary, Hat World, Inc., alleging various violations of the California Labor Code,
including failure to comply with certain itemized wage statement requirements, failure to reimburse expenses, forced
patronization, and failure to provide adequate seats to employees. The Company and plaintiff’s counsel have reached an
agreement in principle to settle the action, subject to definitive documentation and court approval. The Company expects
that the proposed settlement will not have a material effect on its financial condition or results of operations.
O T H E R M AT T E R S
On December 10, 2010, the Company announced that it had suffered a criminal intrusion into the portion of its computer
network that processes payments for transactions in certain of its retail stores. Visa, Inc. and MasterCard Worldwide
have asserted claims against the Company’s acquiring banks totaling approximately $15.4 million in connection with
the intrusion, which amounts may be indemnifiable by the Company. The Company disputes the validity of these claims
and intends to contest them vigorously. There can be no assurance that additional claims related to the intrusion will
not be asserted by these or other parties in the future, but the Company does not currently expect additional claims, if any,
to have a material effect on its financial condition or results of operations.
77
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 13: Legal Proceedings, Continued
On January 5, 2012, a patent infringement action against the Company and numerous other defendants was filed in the
U.S. District Court for the Eastern District of Texas, GeoTag, Inc. v. Circle K Store, Inc., et al., alleging that features of certain
of the Company’s e-commerce websites infringe U.S. Patent No. 5,930,474, entitled “Internet Organizer for Accessing
Geographically and Topically Based Information.” The plaintiff seeks relief including damages for the alleged infringement,
costs, expenses and pre- and post-judgement interest and injunctive relief. The Company intends to defend the matter.
In addition to the matters specifically described in this footnote, the Company is a party to other legal and regulatory
proceedings and claims arising in the ordinary course of its business. While management does not believe that the
Company’s liability with respect to any of these other matters is likely to have a material effect on its financial position
or results of operations, legal proceedings are subject to inherent uncertainties and unfavorable rulings could have a
material adverse impact on the Company’s business and results of operations.
Note 14: Business Segment Information
During Fiscal 2012 the Company operated six reportable business segments (not including corporate): (i) Journeys
Group, comprised of the Journeys, Journeys Kidz and Shi by Journeys retail footwear chains, catalog and e-commerce
operations; (ii) Underground Station Group, comprised of the Underground Station retail footwear chain and
e-commerce operations; (iii) Schuh Group, acquired in June 2011, comprised of the Schuh retail footwear chain and
e-commerce operations; (iv) Lids Sports Group, comprised primarily of the Lids, Hat World and Hat Shack retail
headwear stores, the Lids Locker Room and Lids Clubhouse fan shops (operated under various trade names), the Lids
Team Sports business and certain e-commerce operations; (v) Johnston & Murphy Group, comprised of Johnston &
Murphy retail operations, catalog and e-commerce operations and wholesale distribution; and (vi) Licensed Brands,
comprised primarily of Dockers® Footwear, sourced and marketed under a license from Levi Strauss & Company.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
The Company’s reportable segments are based on the way management organizes the segments in order to make
operating decisions and assess performance along types of products sold. Journeys Group, Underground Station
Group, Schuh Group and Lids Sports Group sell primarily branded products from other companies while Johnston &
Murphy Group and Licensed Brands sell primarily the Company’s owned and licensed brands.
Corporate assets include cash, prepaid rent expense, prepaid income taxes, deferred income taxes, deferred note
expense and corporate fixed assets. The Company charges allocated retail costs of distribution to each segment. The
Company does not allocate certain costs to each segment in order to make decisions and assess performance. These
costs include corporate overhead, interest expense, interest income, restructuring charges and other, including major
litigation and the loss on early retirement of debt.
Fiscal 2012
IN THOUSANDS
Sales
Intercompany sales
UNDERGROUND
JOHNSTON
JOURNEYS
STATION
SCHUH
LIDS SPORTS & MURPHY
LICENSED
CORPORATE
GROUP
GROUP
GROUP
GROUP
GROUP
BRANDS
& OTHER CONSOLIDATED
$ 927,743 $ 92,373 $ 212,262 $ 759,671 $ 201,725 $ 97,721 $ 1,116 $ 2,292,611
-0-
-0-
-0-
(347)
-0-
(277)
-0-
(624)
Net sales to external customers
$ 927,743 $ 92,373 $ 212,262 $ 759,324 $ 201,725 $ 97,444 $ 1,116 $ 2,291,987
Segment operating income (loss)
$ 82,785 $
(333) $ 11,711 $ 82,349 $ 13,682 $ 9,456
$ (53,103) $ 146,547
Restructuring and other*
Earnings from operations
Interest expense
Interest income
Earnings from continuing
-0-
-0-
-0-
-0-
-0-
-0-
(2,677)
(2,677)
82,785
(333) 11,711
82,349 13,682 9,456
(55,780)
143,870
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(5,157)
(5,157)
65
65
operations before income taxes
$ 82,785 $
(333) $ 11,711 $ 82,349 $ 13,682 $ 9,456
$ (60,872) $ 138,778
Total assets**
$ 234,129 $ 25,202 $ 205,313 $ 489,512 $ 79,321 $ 34,974 $ 168,814 $ 1,237,265
Depreciation and amortization
Capital expenditures
18,965
10,885
1,777
240
4,602
7,406
22,541
3,538
24,497
1,894
285
718
2,029
3,816
53,737
49,456
*Restructuring and other includes a $1.1 million charge for asset impairments, of which $0.5 million is in the Journeys Group, $0.3 million in the Lids
Sports Group, $0.2 million in the Johnston & Murphy Group and $0.1 million in the Underground Station Group.
**Total assets for the Lids Sports Group, Schuh Group and Licensed Brands include $159.1 million, $99.9 million and $0.8 million of goodwill, respectively.
Goodwill for Lids Sports Group includes $6.5 million of additions in Fiscal 2012 resulting from small acquisitions and the Schuh Group goodwill is due to
the acquisition of Schuh in the second quarter of Fiscal 2012 of $102.9 million which has been decreased by $3.0 million due to foreign currency
translation adjustment.
78
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 14: Business Segment Information, Continued
Fiscal 2011
IN THOUSANDS
Sales
Intercompany sales
UNDERGROUND
JOHNSTON
JOURNEYS
STATION
LIDS SPORTS
& MURPHY
LICENSED CORPORATE
GROUP
GROUP
GROUP
GROUP
BRANDS
& OTHER
CONSOLIDATED
$ 804,149 $
94,351 $ 603,533 $ 185,012 $ 101,839 $ 1,339 $ 1,790,223
-0-
-0-
(188)
(1)
(195)
-0-
(384)
Net sales to external customers
$ 804,149 $
94,351 $ 603,345 $ 185,011 $ 101,644 $ 1,339 $ 1,789,839
Segment operating income (loss)
$
52,639 $
(2,997) $
56,026 $
7,595 $ 12,359 $ (30,972) $
94,650
Restructuring and other*
-0-
-0-
-0-
-0-
-0-
(8,567)
Earnings (loss) from operations
52,639
(2,997)
56,026
7,595
12,359 (39,539)
Interest expense
Interest income
Earnings (loss) from continuing
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(1,130)
-0-
8
(8,567)
86,083
(1,130)
8
operations before income taxes
$
52,639 $
(2,997) $
56,026 $
7,595 $ 12,359 $ (40,661) $
84,961
Total assets**
Depreciation and amortization
Capital expenditures
$ 240,567 $
27,768 $ 435,016 $ 72,393 $ 38,152 $ 147,186 $ 961,082
20,835
6,422
2,170
1,332
18,627
17,908
3,754
1,687
217
2,135
27
1,923
47,738
29,299
*Restructuring and other includes a $7.2 million charge for asset impairments, of which $4.8 million is in the Journeys Group, $1.0 million in the Lids
Sports Group, $0.7 million in the Johnston & Murphy Group and $0.7 million in the Underground Station Group.
**Total assets for Lids Sports Group include $152.5 million goodwill which includes $33.5 million of additions in Fiscal 2011 resulting from acquisitions.
Total assets for Licensed Brands include $0.8 million goodwill due to the Keuka Footwear acquisition.
Fiscal 2010
IN THOUSANDS
Sales
Intercompany sales
UNDERGROUND
JOHNSTON
JOURNEYS
STATION
LIDS SPORTS
& MURPHY
LICENSED
CORPORATE
GROUP
GROUP
GROUP
GROUP
BRANDS
& OTHER CONSOLIDATED
$ 749,202 $ 99,458 $ 465,878 $ 166,081 $ 93,291 $
643 $ 1,574,553
-0-
-0-
(102)
(2)
(97)
-0-
(201)
Net sales to external customers
$ 749,202 $ 99,458 $ 465,776 $ 166,079 $ 93,194 $
643 $ 1,574,352
Segment operating income (loss)
$ 42,090 $
(4,809) $ 42,708 $
4,725 $ 11,974 $ (22,905) $
73,783
Restructuring and other*
-0-
-0-
-0-
-0-
-0-
(13,361)
(13,361)
Earnings (loss) from operations
42,090
(4,809)
42,708
4,725
11,974
(36,266)
60,422
Loss early retirement of debt
Interest expense
Interest income
Earnings (loss) from continuing
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(5,518)
(4,430)
14
(5,518)
(4,430)
14
operations before income taxes
$ 42,090 $
(4,809) $ 42,708 $
4,725 $ 11,974 $ (46,200) $
50,488
Total assets**
Depreciation and amortization
Capital expenditures
$ 246,000 $ 28,497 $ 333,634 $ 67,705 $ 27,293 $ 160,523 $ 863,652
23,839
14,664
2,669
158
14,732
13,959
3,891
3,633
174
64
2,157
1,347
47,462
33,825
*Restructuring and other includes a $13.3 million charge for asset impairments, of which $9.5 million is in the Journeys Group, $2.1 million in the Lids
Sports Group, $0.9 million in the Johnston & Murphy Group and $0.8 million in the Underground Station Group.
**Total assets for Lids Sports Group include $119.0 million goodwill.
79
GENESCO INC. AND SUBSIDIARIES
N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S
Note 15: Quarterly Financial Information (Unaudited)
( I N T H O U S A N D S , E X C E P T
P E R S H A R E A M O U N T S )
Net sales
Gross margin
Earnings (loss) from
continuing operations
1 S T Q U A R T E R
2 N D Q U A R T E R
3 R D Q U A R T E R
2 0 1 2
2 0 1 1
2 0 1 2
2 0 1 1
2 0 1 2
2 0 1 1
4 T H Q U A R T E R
2 0 1 2
2 0 1 1
F I S C A L Y E A R
2 0 1 2
2 0 1 1
$481,502 $400,853 $470,591 $363,654 $616,525 $464,838 $723,369 $560,494 $2,291,987 $1,789,839
247,542
208,071 237,284
184,044 312,152
236,741 357,071
272,991 1,154,049
901,847
before income taxes
25,011(1)
14,316(3)
570(4)
(3,649)(6) 44,043(8)
26,373(10) 69,154(11) 47,921(12) 138,778
84,961
Earnings (loss) from
continuing operations
14,975
8,563
350
(2,396) 26,161
16,967
41,498
31,413
82,984
Net earnings (loss)
14,793(2)
8,616
(392)(5)
(3,183)(7) 26,088(9)
16,917
41,470
30,861(13)
81,959
54,547
53,211
Diluted earnings (loss)
per common share:
Continuing operations
Net earnings (loss)
.63
.63
.36
.36
.01
(.02)
(.10)
(.14)
1.09
1.09
.72
.72
1.72
1.72
1.34
1.31
3.48
3.43
2.29
2.24
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
Includes a net restructuring and other charge of $1.2 million (see Note 3).
Includes a loss of $0.2 million, net of tax, from discontinued operations (see Note 3).
Includes a net restructuring and other charge of $2.4 million (see Note 3).
Includes a net restructuring and other charge of $0.4 million (see Note 3).
Includes a loss of $0.7 million, net of tax, from discontinued operations (see Note 3).
Includes a net restructuring and other charge of $2.0 million (see Note 3).
Includes a loss of $0.8 million, net of tax, from discontinued operations (see Note 3).
Includes a net restructuring and other charge of $0.3 million (see Note 3).
Includes a loss of $0.1 million, net of tax, from discontinued operations (see Note 3).
Includes a net restructuring and other charge of $2.2 million (see Note 3).
Includes a net restructuring and other charge of $0.8 million (see Note 3).
Includes a net restructuring and other charge of $2.0 million (see Note 3).
Includes a loss of $0.5 million, net of tax, from discontinued operations (see Note 3).
80
C O R P O R AT E I N F O R M AT I O N
GENESCO INC. AND SUBSIDIARIES
A N N U A L M E E T I N G O F S H A R E H O L D E R S
O T H E R I N F O R M AT I O N
The annual meeting of shareholders will be held Wednesday,
Certifications by the Chief Executive Officer and the Chief
June 27, 2012, at 10:00 a.m. CDT, at the corporate headquarters
Financial Officer of the Company pursuant to Section 302
in Genesco Park, Nashville, Tennessee.
of the Sarbanes-Oxley Act of 2002 have been filed as
C O R P O R AT E H E A D Q U A R T E R S
Genesco Park
1415 Murfreesboro Road – P.O. Box 731
Nashville, TN 37202-0731
I N D E P E N D E N T A U D I T O R S
Ernst & Young LLP
150 Fourth Avenue North
Suite 1400
Nashville, Tennessee 37219
T R A N S F E R A G E N T A N D R E G I S T R A R
exhibits of the Company’s 2012 Annual Report on Form
10-K. The Chief Executive Officer has submitted to the New
York Stock Exchange (NYSE) the annual CEO certification
for fiscal 2012 regarding the Company’s compliance with
the NYSE’s corporate governance listing standards.
F O R M 1 0 - K
Each year Genesco files with the Securities and Exchange
Commission a Form 10-K which contains more detailed
information. Any shareholder who would like to receive,
without charge, a single copy (without exhibits), or who
would like to receive extra copies of any Genesco
Communications concerning stock transfer, preferred stock
shareholder publication should send a request to:
dividends, consolidating accounts, change of address and
Claire S. McCall
lost or stolen stock certificates should be directed to the
Director, Corporate Relations
transfer agent. When corresponding with the transfer agent,
Genesco Park, Suite 490 – P.O. Box 731
shareholders should state the exact name(s) in which the
Nashville, Tennessee 37202-0731
stock is registered and certificate number, as well as old
(615) 367-8283
and new information about the account.
Computershare Phone #: 781-575-2879
Address: Computershare
P. O. Box 43078
C O M M O N S T O C K L I S T I N G
New York Stock Exchange, Chicago Stock Exchange
Symbol: GCO
Providence, Rhode Island 02940-3078
C O R P O R AT E W E B S I T E
Private Couriers/Registered Mail:
Genesco’s corporate website may be accessed at
www.genesco.com
Computershare
250 Royall Street
Canton, Massachusetts 02021
Questions & Inquiries via Website:
http://www.computershare.com/investor
Hearing Impaired #: TDD: 1-800-952-9245
I N V E S T O R R E L AT I O N S
Security analysts, portfolio managers or other investment
community representatives should contact:
James S. Gulmi, Senior Vice President – Finance
and Chief Financial Officer
Genesco Park, Suite 490 – P.O. Box 731
Nashville, Tennessee 37202-0731
(615) 367-8325
81
GENESCO INC. AND SUBSIDIARIES
B O A R D O F D I R E C T O R S
J A M E S S . B E A R D
Retired President, Caterpillar
Financial Services Corporation
Nashville, Tennessee
R O B E R T J . D E N N I S
Chairman, President and Chief Executive Officer
Genesco Inc.
M AT T H E W C . D I A M O N D
Member of the audit and finance committees
Chairman and Chief Executive Officer
L E O N A R D L . B E R R Y
Distinguished Professor of Marketing,
Alloy, Inc.
New York, New York
M.B. Zale Chair in Retailing and Marketing Studies,
Chairman of the compensation committee,
Department of Marketing, Mays Business School,
member of the finance committee
Texas A&M University
College Station, Texas
Member of the compensation and
nominating and governance committees
W I L L I A M F. B L A U F U S S , J R .
Consultant, Certified Public Accountant
Nashville, Tennessee
Chairman of the audit committee,
member of the finance committee
J A M E S W. B R A D F O R D
M A R T Y G . D I C K E N S
Retired President
AT&T – Tennessee
Nashville, Tennessee
Member of the compensation and the
nominating and governance committees
B E N T. H A R R I S
Former Chairman
Genesco Inc.
Member of the finance committee
Dean, Owen Graduate School of Management
T H U R G O O D M A R S H A L L , J R .
Vanderbilt University
Nashville, Tennessee
Partner
Bingham McCutchen, LLP
Chairman of the finance committee and member
Washington, D.C.
of the nominating and governance committee
K AT H L E E N M A S O N
R O B E R T V. D A L E
Consultant
Nashville, Tennessee
President and Chief Executive Officer
Tuesday Morning Inc.
Dallas, Texas
Chairman of the nominating and governance
Member of the audit and compensation committees
committee and member of the audit committee
C O R P O R AT E O F F I C E R S
R O B E R T J . D E N N I S
R O G E R G . S I S S O N
Chairman, President and Chief Executive Officer
Senior Vice President, Corporate Secretary
8 years with Genesco
J A M E S S . G U L M I
and General Counsel
18 years with Genesco
Senior Vice President – Finance and
M I M I E . V A U G H N
Chief Financial Officer
40 years with Genesco
J O N AT H A N D. C A P L A N
Senior Vice President – Strategy and Shared Services
9 years with Genesco
PA U L D. W I L L I A M S
Senior Vice President – Genesco Branded
Vice President and Chief Accounting Officer
19 years with Genesco
J A M E S C . E S T E PA
35 years with Genesco
M AT T H E W N . J O H N S O N
Senior Vice President – Genesco Retail
Treasurer
27 years with Genesco
K E N N E T H J . KO C H E R
Senior Vice President – Lids Sports Group
8 years with Genesco
19 years with Genesco
82
G E N E S C O R E TA I L S T O R E S A S O F 1 / 2 8 / 1 2
GENESCO INC. AND SUBSIDIARIES
ALASKA
ANCHORAGE LIDS (2), JOURNEYS (2)
FAIRBANKS LIDS, JOURNEYS
ALABAMA
AUBURN LIDS, JOURNEYS, LIDS CLUBHOUSE
BAKERSFIELD LIDS, JOURNEYS,
SAN FRANCISCO LIDS (4), JOHNSTON & MURPHY SHOP
AVENTURA LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS KIDZ, SHI
BREA LIDS, JOURNEYS
BURBANK LIDS, JOURNEYS
CABAZON JOHNSTON & MURPHY OUTLET
SAN JOSE LIDS (2), JOURNEYS (2)
JOURNEYS, JOURNEYS KIDZ
SAN LEANDRO LIDS
SAN MATEO LIDS, JOURNEYS
SAN YSIDRO JOURNEYS
BOCA RATON LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
BOYNTON BEACH LIDS, JOURNEYS,
CAMARILLO LIDS, JOHNSTON & MURPHY OUTLET
SANTA ANA LIDS, JOURNEYS, LIDS CLUBHOUSE
UNDERGROUND STATION
BIRMINGHAM LIDS (3), JOHNSTON & MURPHY SHOP,
CANOGA PARK LIDS, JOURNEYS, LIDS CLUBHOUSE
SANTA CLARA LIDS, JOURNEYS,
BRADENTON JOURNEYS
CAPITOLA LIDS, JOURNEYS
JOURNEYS KIDZ
BRANDON LIDS, JOURNEYS, JOURNEYS KIDZ, SHI,
CARLSBAD LIDS (2), JOHNSTON & MURPHY OUTLET,
SANTA MONICA LIDS, JOURNEYS
LIDS LOCKER ROOM
JOURNEYS, JOURNEYS KIDZ,
SANTA ROSA LIDS, JOURNEYS, JOURNEYS KIDZ
CLEARWATER LIDS, JOURNEYS, JOURNEYS KIDZ,
JOURNEYS
DOTHAN LIDS, JOURNEYS
FAIRFIELD UNDERGROUND STATION
FLORENCE LIDS, JOURNEYS
FOLEY LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS, JOURNEYS KIDZ
GADSDEN LIDS
HOMEWOOD JOURNEYS
HOOVER JOURNEYS, SHI
HUNTSVILLE, LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
UNDERGROUND STATION
CERRITOS LIDS, JOURNEYS
CHICO LIDS, JOURNEYS
CHULA VISTA LIDS
CITRUS HEIGHTS LIDS, JOURNEYS
CITY OF INDUSTRY LIDS, JOURNEYS
COMMERCE LIDS, JOURNEYS
CONCORD LIDS, JOURNEYS
MOBILE LIDS, JOURNEYS, JOURNEYS KIDZ,
COSTA MESA JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION, LIDS LOCKER ROOM
JOURNEYS
MONTGOMERY LIDS, JOURNEYS
OXFORD LIDS
SPANISH FORT JOURNEYS
TUSCALOOSA LIDS, JOURNEYS
ALBERTA
CALGARY LIDS
EDMONTON LIDS (5)
MEDICINE HAT LIDS
RED DEER LIDS
ARKANSAS
CULVER CITY LIDS
DALY CITY JOURNEYS
DOWNEY LIDS, JOURNEYS
EL CAJON LIDS, JOURNEYS
EL CENTRO LIDS, JOURNEYS
ESCONDIDO LIDS, JOURNEYS
EUREKA LIDS, JOURNEYS
FAIRFIELD JOURNEYS, LIDS, UNDERGROUND STATION
FOLSOM LIDS
FRESNO LIDS, JOURNEYS
GILROY LIDS, JOHNSTON & MURPHY OUTLET
FAYETTEVILLE LIDS, JOURNEYS, JOURNEYS KIDZ
GLENDALE LIDS
FORT SMITH LIDS, JOURNEYS
HOT SPRINGS JOURNEYS
JONESBORO LIDS, JOURNEYS
LITTLE ROCK LIDS
HANFORD LIDS, JOURNEYS
HAYWARD LIDS
HOLLYWOOD LIDS, LIDS LOCKER ROOM
IRVINE LIDS, LIDS LOCKER ROOM
NORTH LITTLE ROCK LIDS, JOURNEYS (2),
LAKE ELSINORE LIDS
UNDERGROUND STATION
LAKEWOOD LIDS, JOURNEYS
LONG BEACH LIDS
LOS ANGELES LIDS, JOHNSTON & MURPHY SHOP,
LIDS CLUBHOUSE, LIDS LOCKER ROOM
MILPITAS LIDS, JOURNEYS
MISSION VIEGO LIDS
MODESTO LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
MONTCLAIR LIDS, JOURNEYS
MONTEBELLO LIDS, JOURNEYS
MONTEREY LIDS
MORENO VALLEY LIDS, JOURNEYS
SHERMAN OAKS LIDS
SIMI VALLEY JOURNEYS
STOCKTON LIDS, JOURNEYS
TEMECULA JOURNEYS
LIDS LOCKER ROOM
CORAL SPRINGS LIDS, JOURNEYS,
UNDERGROUND STATION, LIDS LOCKER ROOM
DAYTONA BEACH LIDS, JOURNEYS, JOURNEYS KIDZ
THOUSAND OAKS LIDS, JOURNEYS
DESTIN LIDS, JOHNSTON & MURPHY OUTLET,
TORRANCE LIDS
TRACY LIDS
TULARE JOURNEYS
UNIVERSAL CITY LIDS
VALENCIA LIDS, JOURNEYS
VENTURA LIDS, JOURNEYS
VICTORVILLE LIDS, JOURNEYS
VISALIA LIDS, JOURNEYS, JOURNEYS KIDZ
WEST COVINA LIDS, JOURNEYS
WESTMINSTER LIDS, JOURNEYS
YUBA CITY LIDS, JOURNEYS
COLORADO
AURORA LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
BROOMFIELD LIDS, JOURNEYS
CASTLE ROCK LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
COLORADO SPRINGS LIDS(2), JOURNEYS,
UNDERGROUND STATION
DENVER LIDS, JOHNSTON & MURPHY SHOP (2),
JOURNEYS (3)
FT. COLLINS LIDS, JOURNEYS
GRAND JUNCTION LIDS, JOURNEYS
GREELEY JOURNEYS
LAKEWOOD LIDS, JOURNEYS
LITTLETON LIDS, JOURNEYS (2)
LONETREE LIDS
LOVELAND LIDS, JOURNEYS
PUEBLO LIDS, JOURNEYS
SILVERTHORNE LIDS, JOURNEYS
CONNECTICUT
JOURNEYS (2)
ELLENTON LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
ESTERO LIDS, JOURNEYS (2),
JOHNSTON & MURPHY OUTLET
FT. LAUDERDALE JOURNEYS
FT. MYERS LIDS (2), JOURNEYS (2), LIDS LOCKER ROOM,
UNDERGROUND STATION
GAINESVILLE LIDS, JOURNEYS
HIALEAH LIDS
JACKSONVILLE LIDS (2), JOURNEYS (2),
JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION (2)
JENSEN BEACH JOURNEYS
KISSIMMEE LIDS, JOURNEYS
LAKE WALES LIDS, JOURNEYS
LAKELAND LIDS, JOURNEYS,
LIDS LOCKER ROOM
MADEIRA BEACH LIDS LOCKER ROOM
MARY ESTHER LIDS, JOURNEYS,
JOURNEYS KIDZ
MELBOURNE LIDS, JOURNEYS
MERRITT ISLAND LIDS, JOURNEYS
MIAMI LIDS (2), JOURNEYS (2), JOURNEYS KIDZ,
LIDS LOCKER ROOM, UNDERGROUND STATION (3),
SHI, JOHNSTON & MURPHY SHOP
MIAMI BEACH JOURNEYS
NAPLES LIDS, JOURNEYS, JOURNEYS KIDZ
OCALA LIDS
OCOEE LIDS, JOURNEYS, UNDERGROUND STATION,
LIDS LOCKER ROOM
ORANGE PARK LIDS, JOURNEYS
CLINTON JOHNSTON & MURPHY OUTLET
ORLANDO LIDS (6), JOHNSTON & MURPHY SHOP,
NATIONAL CITY LIDS, JOURNEYS, JOURNEYS KIDZ,
DANBURY LIDS, JOURNEYS, JOURNEYS KIDZ
JOHNSTON & MURPHY OUTLET, JOURNEYS (5),
UNDERGROUND STATION
NEWARK LIDS, JOURNEYS
NORTHRIDGE LIDS, JOURNEYS, JOURNEYS KIDZ,
MERIDEN LIDS, JOURNEYS
MANCHESTER LIDS, JOURNEYS
LIDS LOCKER ROOM
OVIEDO JOURNEYS
FARMINGTON LIDS, JOHNSTON & MURPHY SHOP
JOURNEYS KIDZ (2), UNDERGROUND STATION,
UNDERGROUND STATION
MILFORD LIDS, JOURNEYS, UNDERGROUND STATION
PALM BEACH GARDENS JOHNSTON & MURPHY SHOP,
ONTARIO LIDS, JOURNEYS, JOURNEYS KIDZ
STAMFORD JOHNSTON & MURPHY SHOP, JOURNEYS
JOURNEYS
ORANGE LIDS
PALM DESERT LIDS, JOURNEYS
PALMDALE LIDS, JOURNEYS
PISMO BEACH JOURNEYS
PLEASANTON LIDS, JOURNEYS
RANCHO CUCAMONGA JOURNEYS
REDDING JOURNEYS
REDONDO BEACH LIDS
RICHMOND LIDS
RIVERSIDE LIDS, JOURNEYS
ROSEVILLE LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
SACRAMENTO LIDS (2), JOURNEYS (2)
SALINAS LIDS, JOURNEYS
SAN BERNADINO LIDS, JOURNEYS
SAN BRUNO JOURNEYS
TRUMBULL LIDS, JOURNEYS
PANAMA CITY LIDS, JOURNEYS
WATERBURY LIDS, JOURNEYS
PANAMA CITY BEACH LIDS, JOURNEYS
WATERFORD LIDS, JOURNEYS
PEMBROKE PINES LIDS, JOURNEYS,
WESTBROOK LIDS
LIDS LOCKER ROOM
WESTPORT JOHNSTON & MURPHY SHOP
PENSACOLA LIDS, JOURNEYS,
DELAWARE
DOVER LIDS, JOURNEYS
NEWARK LIDS, JOURNEYS
REHOBOTH BEACH LIDS, JOURNEYS
WILMINGTON LIDS, JOURNEYS
UNDERGROUND STATION, LIDS LOCKER ROOM
PLANTATION LIDS, JOURNEYS
PORT CHARLOTTE JOURNEYS
PORT RICHEY LIDS, JOURNEYS
ST. AUGUSTINE LIDS, JOURNEYS
ST. PETERSBURG JOURNEYS, LIDS,
DISTRICT OF COLUMBIA
LIDS LOCKER ROOM, UNDERGROUND STATION
WASHINGTON, D.C. JOHNSTON & MURPHY SHOP (4)
SANFORD LIDS, JOURNEYS
SARASOTA LIDS, JOURNEYS, LIDS LOCKER ROOM
SUNRISE LIDS, JOURNEYS
TALLAHASSEE LIDS (2), JOURNEYS (2),
LIDS LOCKER ROOM, UNDERGROUND STATION
FLORIDA
SAN DIEGO LIDS (3), JOHNSTON & MURPHY SHOP,
ALTAMONTE SPRINGS LIDS, JOURNEYS,
JOURNEYS (3)
LIDS LOCKER ROOM
83
PINE BLUFF JOURNEYS
ROGERS LIDS, JOURNEYS
ARIZONA
CHANDLER JOURNEYS, JOURNEYS KIDZ
FLAGSTAFF LIDS, JOURNEYS
GILBERT JOURNEYS
GLENDALE LIDS, JOURNEYS
MESA JOURNEYS (2), JOURNEYS KIDZ, LIDS (2)
PHOENIX LIDS (3), JOURNEYS (4), JOURNEYS KIDZ,
UNDERGROUND STATION
PRESCOTT JOURNEYS
SCOTTSDALE LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, JOURNEYS KIDZ
SIERRA VISTA LIDS
TEMPE LIDS (2), JOURNEYS (2), JOURNEYS KIDZ,
LIDS CLUBHOUSE
TUCSON LIDS (2), JOURNEYS (2), JOURNEYS KIDZ,
SHI, UNDERGROUND STATION
YUMA JOURNEYS
BRITISH COLUMBIA
BURNABY LIDS (3)
KELOWNA LIDS
LANGLEY LIDS
NANAIMO LIDS
SURREY LIDS
VANCOUVER LIDS
VICTORIA LIDS
WHISTLER LIDS
CALIFORNIA
ANTIOCH LIDS, JOURNEYS
ARCADIA LIDS, JOURNEYS
GENESCO INC. AND SUBSIDIARIES
G E N E S C O R E TA I L S T O R E S A S O F 1 / 2 8 / 1 2
TAMPA LIDS (4), JOHNSTON & MURPHY SHOP,
FAIRVIEW HEIGHTS LIDS, JOURNEYS,
BOWLING GREEN LIDS, JOURNEYS
BROCKTON LIDS
JOURNEYS (4), JOURNEYS KIDZ,
JOURNEYS KIDZ, LIDS CLUBHOUSE
FLORENCE LIDS (2), JOURNEYS, JOURNEYS KIDZ
BURLINGTON LIDS, JOHNSTON & MURPHY SHOP,
LIDS LOCKER ROOM (3), UNDERGROUND STATION
FORSYTH JOURNEYS
FORT CAMPBELL LIDS
JOURNEYS, LIDS LOCKER ROOM
VERO BEACH JOURNEYS
GURNEE LIDS, JOURNEYS, SHI, LIDS LOCKER ROOM
LEXINGTON LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
CAMBRIDGE LIDS, JOURNEYS
WELLINGTON JOURNEYS, LIDS, LIDS LOCKER ROOM
JOLIET LIDS, JOURNEYS, UNDERGROUND STATION
LOUISVILLE LIDS (2), JOHNSTON & MURPHY SHOP,
CHESTNUT HILL JOHNSTON & MURPHY SHOP
WEST PALM BEACH JOURNEYS
LINCOLNWOOD LIDS, UNDERGROUND STATION
JOURNEYS (2), JOURNEYS KIDZ,
DARTMOUTH LIDS, JOURNEYS
UNDERGROUND STATION (2)
DEDHAM JOHNSTON & MURPHY SHOP
GEORGIA
ALBANY LIDS, JOURNEYS
ALPHARETTA LIDS (2), JOURNEYS
ATHENS LIDS, JOURNEYS
ATLANTA LIDS (5), JARMAN SHOE STORE,
JOHNSTON & MURPHY SHOP (2),
JOURNEYS (3), LIDS LOCKER ROOM,
UNDERGROUND STATION (3)
AUGUSTA LIDS (2), JOURNEYS,
LOMBARD LIDS, JOURNEYS
MATTESON LIDS
MOLINE LIDS, JOURNEYS
NORRIDGE LIDS, JOURNEYS,
UNDERGROUND STATION
NORTH RIVERSIDE LIDS, JOURNEYS,
UNDERGROUND STATION
NORTHBROOK JOHNSTON & MURPHY SHOP
OAKBROOK JOHNSTON & MURPHY SHOP
ORLAND PARK LIDS (2), JOURNEYS,
LIDS LOCKER ROOM, UNDERGROUND STATION
JOURNEYS KIDZ
BRUNSWICK JOURNEYS
BUFORD LIDS, JOURNEYS, JOURNEYS KIDZ
CENTERVILLE JOURNEYS
COLUMBUS LIDS, JOURNEYS, UNDERGROUND STATION
COMMERCE LIDS, JOURNEYS
DALTON JOURNEYS
DAWSONVILLE LIDS, JOURNEYS,
JOHNSTON & MURPHY OUTLET
PEORIA LIDS, JOURNEYS, JOURNEYS KIDZ
ROCKFORD LIDS, JOURNEYS
SCHAUMBURG LIDS, LIDS CLUBHOUSE,
JOHNSTON & MURPHY SHOP, JOURNEYS
SPRINGFIELD LIDS, JOURNEYS
VERNON HILLS LIDS, JOURNEYS
WEST DUNDEE LIDS, JOURNEYS
DECATUR LIDS, JARMAN SHOE STORE
INDIANA
NEWPORT JOURNEYS
OWENSBORO JOURNEYS
PADUCAH LIDS, JOURNEYS
LOUISIANA
ALEXANDRIA LIDS
BATON ROUGE LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS (2), JOURNEYS KIDZ,
UNDERGROUND STATION
BOSSIER CITY LIDS, JOURNEYS,
UNDERGROUND STATION, LIDS LOCKER ROOM
GONZALES LIDS
GRETNA LIDS, JOURNEYS, UNDERGROUND STATION
HOUMA JOURNEYS, LIDS LOCKER ROOM
KENNER LIDS, JARMAN SHOE STORE,
JOURNEYS, JOURNEYS KIDZ, LIDS LOCKER ROOM
LAFAYETTE LIDS, JOURNEYS, JOURNEYS KIDZ,
LIDS LOCKER ROOM
LAKE CHARLES LIDS, JOURNEYS,
EAST BOSTON JOHNSTON & MURPHY SHOP (2)
FOXBORO JOURNEYS
HANOVER LIDS, JOURNEYS
HOLYOKE LIDS (2), JOURNEYS, JOURNEYS KIDZ , SHI
HYANNIS LIDS, JOURNEYS
KINGSTON LIDS, JOURNEYS
LANESBORO JOURNEYS
LEE JOHNSTON & MURPHY OUTLET
LEOMINSTER LIDS, JOURNEYS
MARLBORO LIDS, JOURNEYS
NATICK LIDS, JOURNEYS,
JOHNSTON & MURPHY SHOP, SHI
NORTH ATTLEBORO LIDS, JOURNEYS
PEABODY LIDS, JOURNEYS
SAUGUS LIDS, JOURNEYS
SPRINGFIELD JOURNEYS
SWANSEA LIDS
TAUNTON LIDS, JOURNEYS
WRENTHAM LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
MICHIGAN
BALTIMORE LIDS (3), JOHNSTON & MURPHY SHOP (2),
LIVONIA JOHNSTON & MURPHY SHOP
DOUGLASVILLE LIDS, JOURNEYS, JOURNEYS KIDZ
BLOOMINGTON LIDS, JOURNEYS, JOURNEYS KIDZ
UNDERGROUND STATION
DULUTH LIDS, JOURNEYS, LIDS LOCKER ROOM,
CLARKSVILLE LIDS, JOURNEYS
METAIRIE JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION
KENNESAW LIDS (2), JOURNEYS,
EDINBURGH LIDS
LIDS LOCKER ROOM
EVANSVILLE LIDS, JOURNEYS, JOURNEYS KIDZ
MONROE LIDS, JOURNEYS, JOURNEYS KIDZ,
ANN ARBOR LIDS, JOURNEYS
JOURNEYS KIDZ, SHI, LIDS LOCKER ROOM
FT. WAYNE LIDS (2), JOURNEYS, JOURNEYS KIDZ, SHI
UNDERGROUND STATION
AUBURN HILLS LIDS, JOHNSTON & MURPHY OUTLET,
LAWRENCEVILLE JOURNEYS
GREENWOOD LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
NEW ORLEANS LIDS LOCKER ROOM (3)
JOURNEYS, JOURNEYS KIDZ, SHI
LITHONIA LIDS, JOURNEYS, UNDERGROUND STATION
INDIANAPOLIS LIDS (4), JOURNEYS (2),
SHREVEPORT JOURNEYS, LIDS LOCKER ROOM
MACON LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
JOHNSTON & MURPHY SHOP (2), SHI,
SLIDELL JOURNEYS
UNDERGROUND STATION (2), LIDS LOCKER ROOM
MORROW LIDS (2),UNDERGROUND STATION
KOKOMO JOURNEYS
ROME LIDS, JOURNEYS
LAFAYETTE LIDS, JOURNEYS, JOURNEYS KIDZ
SAVANNAH LIDS, JOURNEYS, LIDS LOCKER ROOM,
MERRILLVILLE LIDS, JOURNEYS, UNDERGROUND
MAINE
BANGOR LIDS, JOURNEYS
FREEPORT LIDS
KITTERY JOHNSTON & MURPHY OUTLET
SOUTH PORTLAND LIDS, JOURNEYS
MANITOBA
WINNIPEG LIDS (2)
MARYLAND
ANNAPOLIS LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS, JOURNEYS KIDZ
STATION
MICHIGAN CITY LIDS
MISHAWAKA LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
MUNCIE LIDS, JOURNEYS
PLAINFIELD LIDS, JOURNEYS
RICHMOND JOURNEYS
TERRE HAUTE LIDS, JOURNEYS
WEST LAFAYETTE LIDS CLUBHOUSE
IOWA
JOURNEYS, JOURNEYS KIDZ,
AMES JOURNEYS, LIDS CLUBHOUSE
UNDERGROUND STATION
CEDAR FALLS LIDS, JOURNEYS
BEL AIR LIDS, JOURNEYS
CORALVILLE LIDS, JOURNEYS, LIDS CLUBHOUSE
BETHESDA LIDS, JOURNEYS
COUNCIL BLUFFS JOURNEYS
COLUMBIA LIDS, JOHNSTON & MURPHY SHOP,
DAVENPORT LIDS, JOURNEYS
JOURNEYS
DES MOINES JOURNEYS (2)
FREDERICK LIDS, JOURNEYS
SIOUX CITY JOURNEYS
WATERLOO JOURNEYS
GAITHERSBURG LIDS, JOURNEYS,
GLEN BURNIE LIDS, JOURNEYS
UNDERGROUND STATION
VALDOSTA JOURNEYS
HAWAII
AIEA LIDS, JOURNEYS, JOURNEYS KIDZ,
LIDS LOCKER ROOM
HILO LIDS, JOURNEYS
HONOLULU LIDS (4), JOURNEYS
KAHULUI LIDS, JOURNEYS
KANEOHE LIDS, JOURNEYS
LIHUE LIDS
WAIKOLOA LIDS
IDAHO
BOISE JOURNEYS, JOURNEYS KIDZ
IDAHO FALLS JOURNEYS
TWIN FALLS JOURNEYS
ILLINOIS
BATTLE CREEK LIDS, JOURNEYS
BIRCH RUN JOURNEYS
CLINTON TOWNSHIP SHI
DEARBORN LIDS, JOURNEYS, UNDERGROUND STATION
FLINT LIDS, JOURNEYS, JOURNEYS KIDZ
FORT GRATIOT JOURNEYS
GRAND RAPIDS LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
GRANDVILLE LIDS, JOURNEYS, SHI
GREEN OAK TOWNSHIP JOURNEYS
HARPER WOODS LIDS, UNDERGROUND STATION
HOWELL LIDS, JOURNEYS
JACKSON LIDS
LANSING LIDS, JOURNEYS
MIDLAND LIDS, JOURNEYS
MUSKEGON LIDS, JOURNEYS
NOVI LIDS, JOHNSTON & MURPHY SHOP, JOURNEYS,
JOURNEYS KIDZ, SHI
OKEMOS LIDS, JOURNEYS
PORTAGE LIDS, JOURNEYS
ROSEVILLE LIDS, UNDERGROUND STATION
SAGINAW LIDS, JOURNEYS
SOUTHFIELD LIDS, UNDERGROUND STATION
STERLING HEIGHTS LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, UNDERGROUND STATION
TAYLOR LIDS, JOURNEYS, UNDERGROUND STATION
AURORA LIDS (2), JOHNSTON & MURPHY OUTLET,
JOURNEYS (2), UNDERGROUND STATION
WEST DES MOINES JOURNEYS (2)
HAGERSTOWN LIDS (2), JOURNEYS,
WILLIAMSBURG LIDS LOCKER ROOM
JOHNSTON & MURPHY OUTLET
BLOOMINGDALE LIDS, JOURNEYS
BLOOMINGTON LIDS, JOURNEYS
BOLINGBROOK JOURNEYS
CALUMET CITY LIDS, UNDERGROUND STATION
KANSAS
LAWRENCE LIDS, LIDS CLUBHOUSE
MANHATTAN LIDS, JOURNEYS
OLATHE JOURNEYS
CARBONDALE JOURNEYS
CHAMPAIGN LIDS, JOURNEYS
CHICAGO LIDS (4), JOURNEYS,
JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION, LIDS CLUBHOUSE
CHICAGO RIDGE LIDS, JOURNEYS,
UNDERGROUND STATION
EVERGREEN PARK LIDS
OVERLAND PARK LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, LIDS CLUBHOUSE
SALINA JOURNEYS
TOPEKA LIDS, JOURNEYS
WICHITA LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
KENTUCKY
ASHLAND LIDS, JOURNEYS
HANOVER LIDS, JOURNEYS
HYATTSVILLE LIDS, UNDERGROUND STATION
TRAVERSE CITY LIDS, JOURNEYS
OCEAN CITY LIDS
TROY LIDS, JOURNEYS (2), UNDERGROUND STATION
QUEENSTOWN JOHNSTON & MURPHY OUTLET
WESTLAND LIDS, JOURNEYS
SALISBURY LIDS, JOURNEYS
TOWSON JOURNEYS
WALDORF LIDS, UNDERGROUND STATION
WESTMINSTER JOURNEYS
MINNESOTA
ALBERTVILLE LIDS, JOURNEYS
BLAINE LIDS, JOURNEYS
WHEATON LIDS, JOURNEYS, UNDERGROUND STATION
BLOOMINGTON LIDS (4), JOURNEYS (2),
MASSACHUSETTS
AUBURN LIDS, JOURNEYS
BOSTON LIDS, JOHNSTON & MURPHY SHOP (2)
BRAINTREE LIDS, JOURNEYS, LIDS LOCKER ROOM
JOHNSTON & MURPHY SHOP, LIDS LOCKER ROOM,
SHI, UNDERGROUND STATION
BURNSVILLE LIDS, JOURNEYS, JOURNEYS KIDZ
DULUTH LIDS, JOURNEYS
84
G E N E S C O R E TA I L S T O R E S A S O F 1 / 2 8 / 1 2
GENESCO INC. AND SUBSIDIARIES
EDEN PRAIRIE JOURNEYS
MANKATO JOURNEYS, LIDS
MAPLE GROVE JOURNEYS
MAPLEWOOD JOURNEYS
MINNETONKA LIDS, JOURNEYS
ROCHESTER LIDS
ROSEVILLE LIDS, JOURNEYS, SHI
ST. CLOUD LIDS, JOURNEYS
ST. PAUL LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS KIDZ, GREAT PLAINS
WOODBURY JOURNEYS
MISSISSIPPI
NASHUA LIDS, JOURNEYS
MIDDLETOWN LIDS, JOURNEYS
BEAVERCREEK LIDS, JOURNEYS (2), JOURNEYS KIDZ
NEWINGTON LIDS, JOURNEYS
NEW HARTFORD LIDS, JOURNEYS
CANTON LIDS, JOURNEYS, JOURNEYS KIDZ
NORTH CONWAY LIDS, JOURNEYS
NEW YORK LIDS (9), JOHNSTON & MURPHY SHOP (2),
CINCINNATI LIDS (4), JOHNSTON & MURPHY SHOP,
SALEM LIDS, JOURNEYS
NEW JERSEY
BRIDGEWATER LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
CHERRY HILL LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, UNDERGROUND STATION,
LIDS LOCKER ROOM
DEPTFORD LIDS, JOURNEYS, JOURNEYS KIDZ
EAST BRUNSWICK LIDS, JOURNEYS
JOURNEYS (3), LIDS CLUBHOUSE (8)
JOURNEYS (4), JOURNEYS KIDZ,
NIAGARA FALLS LIDS, JOHNSTON & MURPHY OUTLET,
UNDERGROUND STATION (2)
JOURNEYS
CLEVELAND LIDS, JOHNSTON & MURPHY SHOP,
PLATTSBURGH LIDS, JOURNEYS
UNDERGROUND STATION
POUGHKEEPSIE LIDS, JOURNEYS
COLUMBUS LIDS (4), JOHNSTON & MURPHY SHOP,
RIVERHEAD LIDS, JOURNEYS,
JOURNEYS (2), JOURNEYS KIDZ, SHI,
JOHNSTON & MURPHY OUTLET
LIDS LOCKER ROOM, UNDERGROUND STATION,
ROCHESTER LIDS (2), JOURNEYS,
LIDS CLUBHOUSE (4)
UNDERGROUND STATION
DAYTON LIDS (2), JOURNEYS, SHI
SARATOGA SPRINGS LIDS
DUBLIN LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
BILOXI LIDS, JOURNEYS, UNDERGROUND STATION
EATONTOWN LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
GREENVILLE JOURNEYS
GULFPORT LIDS
EDISON LIDS
ELIZABETH LIDS, JOURNEYS, JOURNEYS KIDZ
STATEN ISLAND LIDS, JOURNEYS,
ELYRIA LIDS, JOURNEYS
UNDERGROUND STATION
FINDLAY JOURNEYS
SYRACUSE LIDS, JOURNEYS, JOURNEYS KIDZ
HEATH JOURNEYS
HATTIESBURG LIDS, JOURNEYS, JOURNEYS KIDZ
FREEHOLD LIDS, JOURNEYS
JACKSON LIDS, UNDERGROUND STATION
JACKSON JOURNEYS
MERIDIAN LIDS, JOURNEYS
JERSEY CITY LIDS, JOURNEYS, SHI
RIDGELAND LIDS, JOURNEYS, JOURNEYS KIDZ,
LAWRENCEVILLE LIDS, JOURNEYS,
LIDS LOCKER ROOM
SOUTHAVEN JOURNEYS
TUPELO LIDS, JOURNEYS
UNDERGROUND STATION
LIVINGSTON LIDS, JOURNEYS
MARLTON JOHNSTON & MURPHY SHOP
UNIVERSITY LIDS CLUBHOUSE
MAYS LANDING LIDS, JOURNEYS, JOURNEYS KIDZ
VALLEY STREAM LIDS, JOURNEYS
JEFFERSONVILLE JOHNSTON & MURPHY OUTLET,
VICTOR LIDS, JOURNEYS
JOURNEYS
WATERLOO LIDS, JOURNEYS
LANCASTER LIDS, JOURNEYS
WATERTOWN LIDS, JOURNEYS
LIMA LIDS, JOURNEYS
WEST NYACK LIDS, JOURNEYS, SHI
MANSFIELD LIDS, JOURNEYS
WHITE PLAINS LIDS (2), JOURNEYS
MAUMEE JOURNEYS
YORKTOWN HEIGHTS JOURNEYS
MENTOR LIDS, JOURNEYS
MISSOURI
BRANSON LIDS, JOURNEYS, LIDS CLUBHOUSE
CAPE GIRARDEAU LIDS, JOURNEYS
CHESTERFIELD LIDS, JOURNEYS, JOURNEYS KIDZ,
LIDS LOCKER ROOM
COLUMBIA LIDS, JOURNEYS, LIDS CLUBHOUSE
DES PERES JOURNEYS, JOURNEYS KIDZ, SHI
FLORISSANT UNDERGROUND STATION
HAZELWOOD LIDS, JOURNEYS, LIDS CLUBHOUSE
INDEPENDENCE LIDS, JOURNEYS,
JOURNEYS KIDZ, SHI, LIDS CLUBHOUSE
JOPLIN LIDS, JOURNEYS
MOORESTOWN LIDS, JOURNEYS
NORTH CAROLINA
NEWARK JOHNSTON & MURPHY SHOP
ASHEVILLE LIDS, JOURNEYS, UNDERGROUND STATION
PARAMUS LIDS (2), JOURNEYS, JOURNEYS KIDZ,
BURLINGTON JOURNEYS
UNDERGROUND STATION
CARY LIDS (2), JOURNEYS
ROCKAWAY LIDS, JOURNEYS, SHI
CHARLOTTE LIDS (2), JOHNSTON & MURPHY SHOP (3),
SHORT HILLS JOHNSTON & MURPHY SHOP
JOURNEYS, LIDS LOCKER ROOM, LIDS CLUBHOUSE,
TINTON FALLS LIDS, JOHNSTON & MURPHY OUTLET,
UNDERGROUND STATION
JOURNEYS
CONCORD LIDS (2), JOURNEYS (2)
TOMS RIVER LIDS, JOURNEYS
DURHAM LIDS (2), JOURNEYS, LIDS LOCKER ROOM,
WAYNE LIDS, JOURNEYS, UNDERGROUND STATION
UNDERGROUND STATION
WOODBRIDGE LIDS (2), JOURNEYS,
FAYETTEVILLE LIDS, JOURNEYS, JOURNEYS KIDZ,
JOURNEYS KIDZ, SHI
UNDERGROUND STATION
KANSAS CITY LIDS, JOURNEYS, LIDS LOCKER ROOM
NEW MEXICO
OSAGE BEACH LIDS, JOURNEYS,
ALBUQUERQUE LIDS (2), JOURNEYS (2),
JOHNSTON & MURPHY OUTLET
JOURNEYS KIDZ (2), UNDERGROUND STATION (2), SHI
SPRINGFIELD LIDS, JOURNEYS, JOURNEYS KIDZ,
CLOVIS JOURNEYS
LIDS LOCKER ROOM
FARMINGTON JOURNEYS
ST. JOSEPH LIDS, JOURNEYS
GALLUP JOURNEYS
ST. LOUIS LIDS (4), JOHNSTON & MURPHY SHOP (2),
LAS CRUCES JOURNEYS
JOURNEYS (2), JOURNEYS KIDZ, LIDS CLUBHOUSE (4),
SANTA FE JOURNEYS
GASTONIA LIDS, JOURNEYS, LIDS LOCKER ROOM
GOLDSBORO JOURNEYS
GREENSBORO LIDS (2), JARMAN SHOE STORE,
JOHNSTON & MURPHY SHOP, JOURNEYS,
JOURNEYS KIDZ, LIDS LOCKER ROOM,
UNDERGROUND STATION
MONROE LIDS, JOHNSTON & MURPHY OUTLET
NILES LIDS, JOURNEYS
NORTH OLMSTED LIDS, JOURNEYS
PARMA LIDS, JOURNEYS
RICHMOND HEIGHTS UNDERGROUND STATION
SANDUSKY LIDS, JOURNEYS
SPRINGFIELD JOURNEYS
ST. CLAIRSVILLE LIDS
STRONGSVILLE LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, JOURNEYS KIDZ, SHI
TOLEDO LIDS, JOURNEYS, SHI, UNDERGROUND STATION
WESTLAKE JOURNEYS
YOUNGSTOWN LIDS, JOURNEYS
ZANESVILLE LIDS
OKLAHOMA
BARTLESVILLE JOURNEYS
LAWTON LIDS, JOURNEYS
NORMAN LIDS, JOURNEYS
GREENVILLE UNDERGROUND STATION
OKLAHOMA CITY LIDS (4), JOURNEYS (4),
HICKORY LIDS, JOURNEYS, LIDS LOCKER ROOM
JOURNEYS KIDZ (2), JOHNSTON & MURPHY OUTLET
JACKSONVILLE LIDS, JOURNEYS,
SHAWNEE JOURNEYS
LIDS LOCKER ROOM
ST. PETERS LIDS, JOURNEYS, JOURNEYS KIDZ, SHI,
LIDS LOCKER ROOM, LIDS CLUBHOUSE
NEW YORK
UNDERGROUND STATION
TULSA LIDS (2), JOURNEYS (2), JOURNEYS KIDZ,
ALBANY LIDS (3), JOURNEYS, JOURNEYS KIDZ,
MEBANE JOHNSTON & MURPHY OUTLET
UNDERGROUND STATION, LIDS LOCKER ROOM
MONTANA
AMHERST LIDS, JOURNEYS
PINEVILLE LIDS, JOURNEYS, LIDS LOCKER ROOM
BILLINGS LIDS, JOURNEYS
BAY SHORE LIDS, JOURNEYS, JOURNEYS KIDZ
RALEIGH LIDS (2), JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION, SHI
MOORESVILLE LIDS CLUBHOUSE
BOZEMAN LIDS
MISSOULA JOURNEYS
NEBRASKA
LINCOLN LIDS, JOURNEYS
OMAHA LIDS (2), JOURNEYS (2)
NEVADA
BRONX LIDS
JOURNEYS (2), JOURNEYS KIDZ, SHI
BROOKLYN LIDS (2), JOURNEYS,
ROCKY MOUNT LIDS, UNDERGROUND STATION
UNDERGROUND STATION
BUFFALO LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
CENTRAL VALLEY LIDS,
SMITHFIELD JOURNEYS
WILMINGTON LIDS, JOURNEYS, JOURNEYS KIDZ,
LIDS LOCKER ROOM
WINSTON-SALEM LIDS, JOURNEYS,
JOHNSTON & MURPHY OUTLET
JOURNEYS KIDZ, SHI, LIDS LOCKER ROOM
HENDERSON LIDS, JOURNEYS, JOURNEYS KIDZ
CLAY JOURNEYS
LAS VEGAS LIDS (9), JOHNSTON & MURPHY OUTLET,
DEER PARK LIDS, JOURNEYS
JOHNSTON & MURPHY SHOP, JOURNEYS (7),
ELMHURST LIDS, JOURNEYS, UNDERGROUND STATION
JOURNEYS KIDZ, LIDS LOCKER ROOM (6)
GARDEN CITY LIDS (2), JOHNSTON & MURPHY SHOP,
NORTH DAKOTA
BISMARCK LIDS, JOURNEYS
FARGO LIDS, JOURNEYS
PRIMM JOURNEYS
RENO LIDS, JOURNEYS
NEW BRUNSWICK
DIEPPE LIDS
FREDERICTON LIDS
ST. JOHN LIDS
NEW HAMPSHIRE
CONCORD LIDS, JOURNEYS
MANCHESTER LIDS, JOURNEYS
JOURNEYS, LIDS CLUBHOUSE
GREECE JOURNEYS
HICKSVILLE LIDS, JOURNEYS
HORSEHEADS LIDS, JOURNEYS
NOVA SCOTIA
DARTMOUTH LIDS
HUNTINGTON STATION JOHNSTON & MURPHY SHOP
HALIFAX LIDS
JOHNSON CITY LIDS, JOURNEYS, JOURNEYS KIDZ
KINGSTON JOURNEYS
LAKE GROVE LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
LAKEWOOD LIDS
MASSAPEQUA LIDS, JOURNEYS, JOURNEYS KIDZ
OHIO
AKRON LIDS (2), JOURNEYS (2)
AURORA JOURNEYS
BEACHWOOD JOHNSTON & MURPHY SHOP
85
ONTARIO
BARRIE LIDS
BELLEVILLE LIDS
BRAMPTON LIDS, JOURNEYS
BRANTFORD LIDS
BURLINGTON LIDS, JOURNEYS,
JOHNSTON & MURPHY SHOP
CAMBRIDGE LIDS
GUELPH LIDS
HAMILTON LIDS (2), JOURNEYS
KINGSTON LIDS, JOURNEYS
KITCHNER LIDS, JOURNEYS
LONDON LIDS (2), JOURNEYS
NIAGARA FALLS LIDS
NORTH BAY LIDS
OSHAWA LIDS, JOURNEYS
OTTAWA LIDS (3)
OWEN SOUND LIDS
PETERBOROUGH LIDS, JOURNEYS
PICKERING LIDS
SARNIA LIDS
GRAND FORKS LIDS, JOURNEYS
MISSISSAUGA LIDS (3), JOURNEYS (2)
MINOT JOURNEYS
NEWMARKET LIDS, JOURNEYS
GENESCO INC. AND SUBSIDIARIES
G E N E S C O R E TA I L S T O R E S A S O F 1 / 2 8 / 1 2
SCARBOROUGH LIDS, JOURNEYS
CAROLINA LIDS, JOURNEYS, JOURNEYS KIDZ
GOODLETTSVILLE LIDS, JOURNEYS,
MERCEDES LIDS, JOURNEYS,
ST. CATHARINES LIDS
SUDBURY LIDS
THORNHILL LIDS
TIMMINS LIDS
TORONTO LIDS (6), JOURNEYS
VAUGHN LIDS
WATERLOO LIDS
WINDSOR LIDS (2)
OREGON
EUGENE LIDS, JOURNEYS
MEDFORD LIDS, JOURNEYS
PORTLAND LIDS (2), JOURNEYS (2)
SALEM LIDS (2), JOURNEYS
TIGARD LIDS, JOURNEYS
WOODBURN LIDS, JOURNEYS
PENNSYLVANIA
ALTOONA LIDS, JOURNEYS
BENSALEM LIDS, JOURNEYS
CAMP HILL LIDS, JOURNEYS
CENTER VALLEY LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
DICKSON CITY JOURNEYS
ERIE LIDS, JOURNEYS
EXTON LIDS, JOURNEYS, JOURNEYS KIDZ
GREENSBURG LIDS, JOURNEYS
GROVE CITY JOHNSTON & MURPHY OUTLET,
JOURNEYS, LIDS
HARRISBURG LIDS, JOURNEYS (2)
HOMESTEAD JOURNEYS
JOHNSTOWN LIDS
UNDERGROUND STATION, SHI
UNDERGROUND STATION
JOHNSTON & MURPHY OUTLET
FAJARDO JOURNEYS
GUAYAMA JOURNEYS
HATILLO LIDS, JOURNEYS
HATO REY JOURNEYS
HUMACAO LIDS, JOURNEYS
ISABELA JOURNEYS
MAYAGUEZ LIDS, JOURNEYS (2), JOURNEYS KIDZ
PONCE LIDS, JOURNEYS
SAN JUAN LIDS, JOURNEYS KIDZ
SIERRA BAYAMON JOURNEYS
VEGA ALTA LIDS, JOURNEYS
QUEBEC
ANJOU LIDS
CHICOUTIMI LIDS
FAIRVIEW POINTE-CLAIRE LIDS LOCKER ROOM
JOLIETTE LIDS
LASALLE LIDS
LAVAL LIDS, LIDS LOCKER ROOM
MONTREAL LIDS (2)
QUEBEC CITY LIDS (2)
REPENTIGNY LIDS
ROSEMERE LIDS
SHERBROOKE LIDS
SAINT-BRUNO-DE-MONTARVILLE
LIDS LOCKER ROOM
SAINT HYACINTHE LIDS
JACKSON LIDS, JOURNEYS
MESQUITE LIDS (2), JOURNEYS, JOURNEYS KIDZ,
JOHNSON CITY LIDS, JOURNEYS
UNDERGROUND STATION
KNOXVILLE LIDS (2), JOURNEYS (3), JOURNEYS KIDZ
MIDLAND LIDS, JOURNEYS, JOURNEYS KIDZ
MEMPHIS JOHNSTON & MURPHY SHOP,
ODESSA LIDS, JOURNEYS
JOURNEYS (2), JOURNEYS KIDZ,
UNDERGROUND STATION
MORRISTOWN JOURNEYS
MURFREESBORO LIDS, JOURNEYS
NASHVILLE JOHNSTON & MURPHY OUTLET,
JOHNSTON & MURPHY SHOP (2)
PASADENA JOURNEYS
PEARLAND LIDS, JOURNEYS
PLANO LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS
PORT ARTHUR JOURNEYS
ROUND ROCK LIDS, JOHNSTON & MURPHY OUTLET,
SEVIERVILLE LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
JOURNEYS
TEXAS
ABILENE LIDS, JOURNEYS
ALLEN JOHNSTON & MURPHY OUTLET
SAN ANGELO LIDS, JOURNEYS
SAN ANTONIO LIDS (6), JOURNEYS (6),
JOURNEYS KIDZ (3), JOHNSTON & MURPHY SHOP (2),
UNDERGROUND STATION, SHI, LIDS LOCKER ROOM
SAN MARCOS LIDS, JOHNSTON & MURPHY OUTLET,
AMARILLO LIDS, JOURNEYS, JOURNEYS KIDZ
ARLINGTON LIDS (2), JOURNEYS, JOURNEYS KIDZ,
JOURNEYS, JOURNEYS KIDZ, SHI,
LIDS LOCKER ROOM
SHI, UNDERGROUND STATION, LIDS LOCKER ROOM
SHERMAN JOURNEYS
AUSTIN LIDS (3), JOHNSTON & MURPHY SHOP,
SPRING LIDS
JOURNEYS (2)
BAYTOWN JOURNEYS
SUGARLAND LIDS, JOURNEYS, JOURNEYS KIDZ
TEMPLE JOURNEYS
BEAUMONT LIDS, JOURNEYS, JOURNEYS KIDZ,
TEXARKANA LIDS, JOURNEYS
UNDERGROUND STATION
THE WOODLANDS JOURNEYS, JOURNEYS KIDZ
BROWNSVILLE LIDS, JOURNEYS, JOURNEYS KIDZ,
TYLER LIDS, JOURNEYS, UNDERGROUND STATION
UNDERGROUND STATION
CANUTILLO JOHNSTON & MURPHY OUTLET, JOURNEYS
VICTORIA JOURNEYS
WACO LIDS, JOURNEYS
REPUBLIC OF IRELAND
CEDAR PARK LIDS, JOURNEYS, JOURNEYS KIDZ
WICHITA FALLS LIDS, JOURNEYS
CORK SCHUH
DUBLIN SCHUH (5)
KING OF PRUSSIA LIDS, JOHNSTON & MURPHY SHOP,
GALWAY SCHUH
JOURNEYS, JOURNEYS KIDZ
LIMERICK SCHUH
LANCASTER LIDS (2), JOHNSTON & MURPHY OUTLET,
JOURNEYS
LANGHORNE LIDS, JOURNEYS, JOURNEYS KIDZ
MEDIA LIDS, JOURNEYS, UNDERGROUND STATION
MONACA LIDS, JOURNEYS
RHODE ISLAND
PROVIDENCE LIDS, JOURNEYS
SOUTH CAROLINA
ANDERSON LIDS, JOURNEYS
MONROEVILLE LIDS, JOHNSTON & MURPHY SHOP,
BLUFFTON JOHNSTON & MURPHY OUTLET,
JOURNEYS
JOURNEYS
NORTH WALES LIDS, JOURNEYS, JOURNEYS KIDZ
CHARLESTON LIDS (3), JOURNEYS
PHILADELPHIA LIDS (4), JOHNSTON & MURPHY SHOP,
COLUMBIA LIDS (3), JOURNEYS (3),
UNDERGROUND STATION (2)
PITTSBURGH LIDS (4), JOHNSTON & MURPHY SHOP (3),
JOURNEYS (3), JOURNEYS KIDZ
PLYMOUTH MEETING JOURNEYS
POTTSTOWN JOHNSTON & MURPHY OUTLET, LIDS
SCRANTON LIDS (2), JOURNEYS
SELINSGROVE LIDS
SPRINGFIELD LIDS, JOURNEYS
STATE COLLEGE LIDS, JOURNEYS
STROUDSBURG JOURNEYS
TANNERSVILLE LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
TARENTUM LIDS, JOURNEYS
UNIONTOWN LIDS
WASHINGTON LIDS, JOURNEYS
WEST MIFFLIN LIDS, JOURNEYS, JOURNEYS KIDZ
WHITEHALL LIDS, JOURNEYS
WILKES-BARRE LIDS, JOURNEYS
WILLOW GROVE LIDS, JOURNEYS, SHI
WYOMISSING LIDS, JOURNEYS
YORK JOURNEYS
PUERTO RICO
AGUADILLA JOURNEYS
LIDS LOCKER ROOM, UNDERGROUND STATION
FLORENCE LIDS, JOURNEYS
GAFFNEY JOURNEYS
GREENVILLE LIDS (2), JARMAN SHOE STORE,
JOURNEYS, JOURNEYS KIDZ, LIDS LOCKER ROOM
MYRTLE BEACH LIDS (4), JOHNSTON & MURPHY OUTLET,
JOURNEYS, LIDS LOCKER ROOM
NORTH CHARLESTON JOURNEYS (2),
UNDERGROUND STATION,
JOHNSTON & MURPHY OUTLET
NORTH MYRTLE BEACH LIDS
SPARTANBURG LIDS, JOURNEYS,
UNDERGROUND STATION
SOUTH DAKOTA
RAPID CITY LIDS, JOURNEYS
SIOUX FALLS LIDS, JOURNEYS
TENNESSEE
ANTIOCH LIDS, JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION
BARTLETT LIDS
CHATTANOOGA LIDS (2), JOURNEYS, JOURNEYS KIDZ
CLARKSVILLE LIDS, JOURNEYS, JOURNEYS KIDZ
BARCELONETA LIDS, JOURNEYS
COLLIERVILLE JOURNEYS
BAYAMON LIDS, JOURNEYS (2), JOURNEYS KIDZ
FRANKLIN LIDS, JOHNSTON & MURPHY SHOP,
CAGUAS LIDS (2), JOURNEYS (2), JOURNEYS KIDZ, SHI
JOURNEYS, JOURNEYS KIDZ, SHI
CANOVANAS LIDS, JOURNEYS
GATLINBURG LIDS
COLLEGE STATION LIDS, JOURNEYS
CONROE LIDS
CORPUS CHRISTI LIDS, JOURNEYS, JOURNEYS KIDZ,
SHI
CYPRESS JOHNSTON & MURPHY OUTLET, LIDS
DALLAS LIDS (3), JOHNSTON & MURPHY SHOP (3),
JOURNEYS (3), JOURNEYS KIDZ,
UNDERGROUND STATION (2)
DENTON LIDS, JOURNEYS
EAGLE PASS JOURNEYS
EL PASO LIDS (2), JOURNEYS (3),
JOURNEYS KIDZ (2), SHI, LIDS LOCKER ROOM
FORT WORTH LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
FRIENDSWOOD LIDS, JOURNEYS,
JOURNEYS KIDZ, SHI
FRISCO LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
GARLAND JOURNEYS
GRAPEVINE LIDS, JOURNEYS, JOURNEYS KIDZ
HARLINGEN JOURNEYS
HOUSTON LIDS (8), JOHNSTON & MURPHY SHOP (2),
JOURNEYS (8), JOURNEYS KIDZ (2),
LIDS LOCKER ROOM (2), UNDERGROUND STATION (5)
HUMBLE LIDS, JOURNEYS, JOURNEYS KIDZ, SHI,
LIDS LOCKER ROOM, UNDERGROUND STATION
HURST LIDS, JOURNEYS
IRVING LIDS, JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION
KATY LIDS, JOURNEYS
KILLEEN LIDS, JOURNEYS, JOURNEYS KIDZ
LAKE JACKSON LIDS, JOURNEYS
LAREDO LIDS, JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION
LEWISVILLE JOURNEYS, JOURNEYS KIDZ
LONGVIEW LIDS, JOURNEYS
LUBBOCK LIDS, JOURNEYS, JOURNEYS KIDZ,
LIDS CLUBHOUSE
LUFKIN JOURNEYS
MCALLEN LIDS, JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION
UNITED KINGDOM
ABERDEEN SCHUH
BASINGSTOKE SCHUH
BELFAST SCHUH
BIRMINGHAM SCHUH
BLACKBURN SCHUH
BOURNEMOUTH SCHUH
BRIGHTON SCHUH
BRISTOL SCHUH
CAMBRIDGE SCHUH
CAMBRIDGESHIRE SCHUH
CARDIFF SCHUH
CARLISLE SCHUH
CHELTENHAM SCHUH
CHESTER SCHUH
CRAWLEY SCHUH
DERBY SCHUH
DONCASTER SCHUH
DUNDEE SCHUH
EDINBURGH SCHUH (2)
ESSEX SCHUH
EXETER SCHUH
GATESHEAD SCHUH
GLASGOW SCHUH (3)
GLASGOW FORT SCHUH
GLOUCESTER SCHUH
GUILDFORD SCHUH
HANLEY SCHUH
HERTFORDSHIRE SCHUH
HULL SCHUH
INVERNESS SCHUH
KENT SCHUH
LEEDS SCHUH (2)
LEICESTER SCHUH
LEITH SCHUH
LIVERPOOL SCHUH
LIVINGSTON SCHUH
LONDON SCHUH (3)
LONDONDERRY SCHUH
LUTON SCHUH
86
G E N E S C O R E TA I L S T O R E S A S O F 1 / 2 8 / 1 2
GENESCO INC. AND SUBSIDIARIES
MAIDSTONE SCHUH
MANCHESTER SCHUH (2)
MIDDLESBROUGH SCHUH
MILTON KEYNES SCHUH
NEWCASTLE SCHUH
NORWICH SCHUH (2)
NOTTINGHAM SCHUH
NUNEATON SCHUH
OXFORD SCHUH
PETERBOROUGH SCHUH
PLYMOUTH SCHUH
PORTSMOUTH SCHUH
READING, BERKSHIRE SCHUH
SHEFFIELD SCHUH (2)
SOUTHHAMPTON SCHUH
STIRLING SCHUH
SUNDERLAND SCHUH
SWANSEA SCHUH
SWINDON SCHUH
WEST MIDLANDS SCHUH
WIGAN SCHUH
WOLVERHAMPTON SCHUH
UTAH
LAYTON JOURNEYS
LOGAN JOURNEYS
MURRAY LIDS, JOURNEYS, JOURNEYS KIDZ
OGDEN LIDS, JOURNEYS
OREM LIDS, JOURNEYS, JOURNEYS KIDZ
PARK CITY JOURNEYS, LIDS LOCKER ROOM
PROVO JOURNEYS
SALT LAKE CITY LIDS, JOURNEYS
SANDY JOURNEYS, JOURNEYS KIDZ, SHI
ST. GEORGE JOURNEYS
WEST VALLEY CITY JOURNEYS
VERMONT
BURLINGTON JOURNEYS
MANCHESTER JOHNSTON & MURPHY OUTLET
SOUTH BURLINGTON LIDS, JOURNEYS
VIRGINIA
WOODBRIDGE LIDS, JOURNEYS,
JOHNSTON & MURPHY OUTLET
WASHINGTON
AUBURN JOURNEYS
BELLEVUE LIDS, JOHNSTON & MURPHY SHOP
BELLINGHAM LIDS, JOURNEYS
BURLINGTON JOURNEYS
KENNEWICK LIDS, JOURNEYS, JOURNEYS KIDZ
KENT JOURNEYS
LYNNWOOD LIDS, JOURNEYS
OLYMPIA LIDS, JOURNEYS, JOURNEYS KIDZ
PUYALLUP LIDS, JOURNEYS
SEATTLE LIDS, JOURNEYS (2), JOURNEYS KIDZ,
LIDS CLUBHOUSE
SILVERDALE LIDS, JOURNEYS
SPOKANE LIDS, JOURNEYS (2)
TACOMA LIDS, JOURNEYS
TUKWILA LIDS
TULALIP LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
UNION GAP JOURNEYS
VANCOUVER LIDS, JOURNEYS, JOURNEYS KIDZ
WEST VIRGINIA
BARBOURSVILLE LIDS, JOURNEYS
BRIDGEPORT LIDS, JOURNEYS
CHARLESTON LIDS, JOURNEYS, JOURNEYS KIDZ
MORGANTOWN LIDS, JOURNEYS
PARKERSBURG LIDS, JOURNEYS
WISCONSIN
APPLETON LIDS, JOURNEYS
BARABOO LIDS, JOURNEYS
BROOKFIELD LIDS, JOURNEYS, LIDS CLUBHOUSE
GLENDALE LIDS, JOURNEYS,
JOHNSTON & MURPHY SHOP
GREEN BAY LIDS, JOURNEYS
GREENDALE LIDS, JOURNEYS
JANESVILLE LIDS, JOURNEYS
LACROSSE JOURNEYS
MADISON LIDS (3), JOURNEYS (2)
ARLINGTON LIDS, JOHNSTON & MURPHY SHOP,
MILWAUKEE UNDERGROUND STATION
JOURNEYS, UNDERGROUND STATION
PLEASANT PRAIRIE JOHNSTON & MURPHY OUTLET,
JOURNEYS
RACINE LIDS, JOURNEYS
WAUWATOSA LIDS, JOURNEYS
WYOMING
CASPER JOURNEYS
CHEYENNE JOURNEYS
CHARLOTTESVILLE LIDS, JOURNEYS
CHESAPEAKE LIDS (2), JOURNEYS (2)
CHRISTIANSBURG LIDS, JOURNEYS
COLONIAL HEIGHTS LIDS, UNDERGROUND STATION
DANVILLE LIDS, JOURNEYS
DULLES LIDS, JOURNEYS
FAIRFAX LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
FREDERICKSBURG LIDS, JOURNEYS
GLEN ALLEN LIDS, JOURNEYS
HAMPTON JOURNEYS
HARRISONBURG LIDS, JOURNEYS
LEESBURG JOHNSTON & MURPHY OUTLET
LYNCHBURG LIDS, JOURNEYS
MANASSAS LIDS, JOURNEYS
MCLEAN LIDS, JOHNSTON & MURPHY SHOP, JOURNEYS
NEWPORT NEWS LIDS, JOURNEYS,
UNDERGROUND STATION
NORFOLK LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS, UNDERGROUND STATION (2)
RICHMOND LIDS (2), JOURNEYS (3)
ROANOKE LIDS, JOURNEYS
SPRINGFIELD JOURNEYS
VIRGINIA BEACH LIDS (2), JOURNEYS (2),
JOHNSTON & MURPHY SHOP
WILLIAMSBURG LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS (2)
WINCHESTER LIDS, JOURNEYS
87