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

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

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

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

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

As of ~~November~~August 27, ~~2020, 14,992,078~~2021, there were 15,109,062 shares of the registrant's common stock ~~were~~ outstanding.

Statements in this Quarterly Report on Form 10-Q include certain forward-looking statements, ~~including those~~which include statements regarding ~~the performance outlook for the Company and~~ our ~~individual businesses (including, without limitation, sales, expenses, margins and earnings)~~intent, belief or expectations and all statements other ~~statements not addressing~~than those made solely with respect to historical facts or present conditions. Words such as "may," "will," "should," "likely," "anticipate," "expect," "intend," "plan," "project," "believe," "estimate" and similar expressions can be used to identify these forward-looking statements.fact. Actual results ~~including those regarding our performance outlook for Fiscal 2021 and beyond,~~ could differ materially from those reflected by the forward-looking statements in this Quarterly Report on Form 10-Q andand a number of factors may adversely affect the forward-looking statements and our future results, liquidity, capital resources or ~~prospects~~. prospects. These include, but are not limited to, risks related to public health and safety issues, including, for example, risks related to the ongoing novel coronavirus ~~disease~~ ("COVID-19") ~~outbreak which began~~pandemic and emergence of variants from the original strain, as well as the timing and availability of effective medical treatments and the ongoing rollout of vaccines in ~~2019,~~response to the COVID-19 pandemic, (including the public’s acceptance of vaccines), including disruptions to our ~~ability to keep stores open, operate stores safely~~business, sales, supply chain and ~~ensure~~financial results, the ~~safety~~level of ~~customers~~consumer spending on our merchandise and ~~employees, whether there are periods~~in general, the timing of ~~increases in~~ the ~~number~~re-opening and potential reclosing of COVID-19 cases in locations in which we operate, further closures of stores due to COVID-19, weakness in consumer demand and store and shopping mall traffic, restrictions on operations imposed by government entities and landlords, changes in public safety and health requirements, our ability to adequately staff our stores, ~~limitations on our ability to provide adequate personal protective equipment to our employees, our ability to maintain social distancing requirements, stores closures~~the timing of in-person back-to-work and ~~effect on our business as a result~~back-to-school and sales with respect thereto, the consumer impact of ~~civil disturbances,~~the reduction of government stimulus and tax relief programs, the level and timing of promotional activity necessary to protect our reputation and maintain inventories at appropriate levels, the timing and amount of any share repurchases by us, risks related to doing business internationally, the increasing scope of our ~~ability to recognize deferred tax assets and expected tax and cash benefits associated with tax accounting method changes permitted by the CARES Act,~~non-U.S. operations, the imposition of tariffs on products imported by us or our vendors as well as the ability and costs to move production of products in response to tariffs, our ability to obtain from suppliers products that are in-demand on a timely basis and effectively manage disruptions in product supply or distribution, ~~including disruptions as a result of COVID-19,~~ unfavorable trends in fuel costs, foreign exchange rates, foreign labor and material costs, a disruption in shipping or increase in cost of our imported products, and other factors affecting the cost of products, our dependence on third-party vendors and licensors for the products we sell, the effects of the British decision to exit the European Union and other sources of market weakness in the U.K. ~~market,~~and the Republic of Ireland, the effectiveness of our omnichannel initiatives, our ability to staff our stores, costs associated with changes in minimum wage and overtime requirements, wage pressure in the ~~markets in which we operate,~~U.S. and the U.K., and other inflationary pressures, the evolving regulatory landscape related to our use of social media, the establishment and protection of our intellectual property, weakness in the consumer economy and retail industry, competition and fashion trends in our markets, including trends with respect to the popularity of casual and dress footwear, weakness in shopping mall traffic, any failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses, risks related to the potential for terrorist events, changes in buying patterns by significant wholesale customers, changes in consumer preferences, our ability to continue to complete and integrate acquisitions, expand our business and diversify our product base, impairment of goodwill in connection with acquisitions, payment related risks that could increase our operating cost, expose us to fraud or theft, subject us to potential liability and disrupt our business, retained liabilities associated with divestitures of businesses including potential liabilities under leases as the prior tenant or as a guarantor of certain leases, and changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons. Additional factors that could cause differences from expectations include the ability to open additional retail stores, to renew leases in existing stores, ~~and~~to control or lower occupancy costs, and to conduct required remodeling or refurbishment on schedule and at expected expense levels, our ability to ~~eliminate stranded costs associated with dispositions, our ability to~~ realize anticipated cost savings, including rent savings, our ability to realize any anticipated tax benefits, our ability to achieve expected digital gains and gain market share, deterioration in the performance of individual businesses or of our market value relative to our book value, resulting in impairments of fixed assets, operating lease right of use assets or intangible assets or other adverse financial consequences and the timing and amount of such impairments or other consequences, unexpected changes to the market for our shares or for the retail sector in general, costs and reputational harm as a result of disruptions in our business or information technology systems either by security breaches and incidents or by potential problems associated with the implementation of new or upgraded systems, uncertainty regarding the expected phase out of the London Interbank Offered Rate ("LIBOR"), ~~and~~ the cost and outcome of litigation, investigations and environmental matters that involve ~~us.~~us, and the impact of actions initiated by activist shareholders.

Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended ~~February 1, 2020,~~January 30, 2021, and Item 1A in Part II of this Quarterly Report on Form 10-Q, which should be read in conjunction with the forward-looking statements in this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

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

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

Assets	October 31, 2020			February 1, 2020			November 2, 2019			July 31, 2021			January 30, 2021			August 1, 2020
Current Assets:
Cash and cash equivalents	$	115,061		$	81,418		$	55,826		$	304,039		$	215,091		$	299,144
Accounts receivable, net of allowances of $5,142 at October 31, 2020,
$2,940 at Feb. 1, 2020 and $2,457 at November 2, 2019		35,592			29,195			34,849
Accounts receivable, net of allowances of $4,440 at July 31, 2021,
$5,015 at January 30, 2021 and $5,485 at August 1, 2020											31,872			31,410			54,793
Inventories		370,699			365,269			473,940			326,477			290,966			365,267
Prepaids and other current assets		62,606			32,301			36,179			91,554			130,128			58,454
Total current assets		583,958			508,183			600,794			753,942			667,595			777,658
Property and equipment, net		210,834			238,320			261,281			202,711			207,842			220,458
Operating lease right of use assets		640,078			735,044			750,855			610,188			621,727			670,323
Goodwill		38,129			122,184			92,166			38,787			38,550			37,931
Other intangibles		29,664			36,364			30,637			31,063			30,929			30,008
Deferred income taxes		12,790			19,475			25,188			0			0			12,443
Other noncurrent assets		21,047			20,908			24,571			21,929			20,725			21,207
Total Assets		1,536,500			1,680,478			1,785,492			1,658,620			1,587,368			1,770,028
Liabilities and Equity
Current Liabilities:
Accounts payable		151,978			135,784			195,906			186,593			150,437			178,541
Accrued employee compensation		12,247			31,579			31,531
Current portion – long-term debt		—			—			17,146
Current portion - long-term debt											—			—			24,860
Current portion - operating lease liabilities		196,603			142,695			145,788			156,562			173,505			199,392
Other accrued liabilities		71,380			51,382			57,665			134,407			78,991			88,047
Provision for discontinued operations		434			495			488
Total current liabilities		432,642			361,935			448,524			477,562			402,933			490,840
Long-term debt		32,850			14,393			62,368			20,022			32,986			186,049
Long-term operating lease liabilities		560,082			647,949			663,168			524,857			527,549			593,723
Other long-term liabilities		39,335			35,177			36,138			48,082			57,141			38,552
Provision for discontinued operations		1,619			1,681			1,846
Total liabilities		1,066,528			1,061,135			1,212,044			1,070,523			1,020,609			1,309,164
Commitments and contingent liabilities
Equity:
Equity
Non-redeemable preferred stock		1,009			1,009			1,011			828			1,009			1,009
Common equity:
Common stock, $1 par value:
Authorized: 80,000,000 shares
Issued common stock		15,479			15,186			15,189			15,597			15,438			15,482
Additional paid-in capital		280,340			274,101			271,505			286,298			282,308			278,254
Retained earnings		231,001			378,572			343,156			336,659			320,920			223,536
Accumulated other comprehensive loss		(40,000	)		(31,668	)		(39,556	)		(33,428	)		(35,059	)		(39,560	)
Treasury shares, at cost (488,464 shares)		(17,857	)		(17,857	)		(17,857	)		(17,857	)		(17,857	)		(17,857	)
Total equity		469,972			619,343			573,448			588,097			566,759			460,864
Total Liabilities and Equity	$	1,536,500		$	1,680,478		$	1,785,492		$	1,658,620		$	1,587,368		$	1,770,028

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

	Three Months Ended						Nine Months Ended						Three Months Ended					Six Months Ended
	October 31, 2020			November 2, 2019			October 31, 2020			November 2, 2019			July 31, 2021		August 1, 2020			July 31, 2021		August 1, 2020
Net sales	$	479,280		$	537,263		$	1,149,729		$	1,519,487		$	555,183	$	391,217		$	1,093,878	$	670,449
Cost of sales		253,776			273,061			637,081			773,844			282,661		224,217			563,694		383,305
Gross margin		225,504			264,202			512,648			745,643			272,522		167,000			530,184		287,144
Selling and administrative expenses		210,961			237,460			587,264			705,811			252,551		187,261			492,016		376,303
Goodwill impairment		0			0			79,259			0			0		0			0		79,259
Asset impairments and other, net		6,359			799			15,953			1,843			7,070		1,733			9,740		9,594
Operating income (loss)		8,184			25,943			(169,828	)		37,989			12,901		(21,994	)		28,428		(178,012	)
Other components net periodic benefit income		(182	)		(92	)		(488	)		(271	)
Interest expense, net:
Interest expense		1,415			808			4,429			2,491
Interest income		(11	)		(206	)		(251	)		(1,708	)
Total interest expense, net		1,404			602			4,178			783
Earnings (loss) from continuing operations before
income taxes		6,962			25,433			(173,518	)		37,477
Other components of net periodic benefit cost (income)														56		(182	)		17		(306	)
Interest expense (net of interest income of $0.1 million, $0.0 million, $0.3 million and $0.2 million for the three and six months ended July 31, 2021 and August 1, 2020, respectively)														617		1,918			1,346		2,774
Earnings (loss) from continuing operations before income taxes														12,228		(23,730	)		27,065		(180,480	)
Income tax expense (benefit)		(514	)		6,454			(27,446	)		11,235			1,354		(4,806	)		7,297		(26,932	)
Earnings (loss) from continuing operations		7,476			18,979			(146,072	)		26,242			10,874		(18,924	)		19,768		(153,548	)
Loss from discontinued operations, net of tax		(10	)		(80	)		(275	)		(420	)
Gain (loss) from discontinued operations, net of tax														63		(112	)		47		(265	)
Net Earnings (Loss)	$	7,466		$	18,899		$	(146,347	)	$	25,822		$	10,937	$	(19,036	)	$	19,815	$	(153,813	)

Basic earnings (loss) per common share:
Continuing operations	$	0.52		$	1.31		$	(10.29	)	$	1.64		$	0.76	$	(1.33	)	$	1.38	$	(10.86	)
Discontinued operations		0			0			(0.02	)		(0.03	)		0.00		(0.01	)		0.00		(0.01	)
Net earnings (loss)	$	0.52		$	1.31		$	(10.31	)	$	1.61		$	0.76	$	(1.34	)	$	1.38	$	(10.87	)

Diluted earnings (loss) per common share:
Continuing operations	$	0.52		$	1.31		$	(10.29	)	$	1.63		$	0.74	$	(1.33	)	$	1.35	$	(10.86	)
Discontinued operations		0			(0.01	)		(0.02	)		(0.03	)		0.01		(0.01	)		0.00		(0.01	)
Net earnings (loss)	$	0.52		$	1.30		$	(10.31	)	$	1.60		$	0.75	$	(1.34	)	$	1.35	$	(10.87	)

Weighted average shares outstanding:
Basic		14,283			14,465			14,191			16,023			14,339		14,179			14,313		14,145
Diluted		14,362			14,529			14,191			16,136			14,611		14,179			14,657		14,145

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

	Three Months Ended						Nine Months Ended						Three Months Ended					Six Months Ended
	October 31, 2020			November 2, 2019			October 31, 2020			November 2, 2019			July 31, 2021		August 1, 2020			July 31, 2021			August 1, 2020
Net earnings (loss)	$	7,466		$	18,899		$	(146,347	)	$	25,822		$	10,937	$	(19,036	)	$	19,815		$	(153,813	)
Other comprehensive income (loss):
Pension liability adjustments, net of tax		0			51			0			157
Postretirement liability adjustments, net of tax		(157	)		(167	)		(433	)		(500	)		21		(156	)		(23	)		(276	)
Foreign currency translation adjustments		(283	)		8,715			(7,899	)		(1,277	)		152		3,199			1,654			(7,616	)
Total other comprehensive income (loss)		(440	)		8,599			(8,332	)		(1,620	)		173		3,043			1,631			(7,892	)
Comprehensive income (loss)	$	7,026		$	27,498		$	(154,679	)	$	24,202
Comprehensive Income (Loss)													$	11,110	$	(15,993	)	$	21,446		$	(161,705	)

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

	Nine Months Ended						Six Months Ended
	October 31, 2020			November 2, 2019			July 31, 2021			August 1, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)	$	(146,347	)	$	25,822		$	19,815		$	(153,813	)
Adjustments to reconcile net earnings (loss) to net cash provided by
operating activities:
Depreciation and amortization		35,553			37,298			21,634			24,210
Amortization of deferred note expense and debt discount		611			315
Deferred income taxes		6,827			(3,127	)		(9,994	)		7,129
Provision for accounts receivable		2,770			(76	)
Impairment of intangible assets		84,519			268			0			84,519
Impairment of long-lived assets		11,141			1,569			1,824			4,782
Restricted stock expense		6,532			7,485			3,967			4,449
Other		594			1,376			375			3,865
Effect on cash from changes in working capital and other assets and liabilities, net of acquisitions:
Changes in working capital and other assets and liabilities, net of acquisitions/dispositions:
Accounts receivable		(9,130	)		(5,158	)		66			(28,541	)
Inventories		(6,902	)		(107,657	)		(34,614	)		(1,111	)
Prepaids and other current assets		(30,626	)		11,001			38,742			(26,384	)
Accounts payable		32,428			51,756			36,681			55,678
Other accrued liabilities		613			(17,225	)		57,009			4,516
Other assets and liabilities		62,719			(841	)		(9,730	)		67,304
Net cash provided by operating activities		51,302			2,806			125,775			46,603
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(18,157	)		(21,388	)		(19,545	)		(10,642	)
Other investing activities		0			23
Acquisitions, net of cash acquired		(75	)		0
Proceeds from sale of businesses		0			98,677
Proceeds from asset sales		100			30			9			100
Net cash provided by (used in) investing activities		(18,132	)		77,342
Other								74			0
Net cash used in investing activities								(19,462	)		(10,542	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt		0			(789	)
Borrowings under revolving credit facility		218,307			74,123			23,363			214,821
Payments on revolving credit facility		(201,569	)		(59,042	)		(36,854	)		(20,239	)
Share repurchases related to share repurchase program		0			(189,210	)
Restricted shares withheld for taxes		(1,224	)		(2,209	)		(4,076	)		(1,224	)
Change in overdraft balances		(15,970	)		(14,191	)		(517	)		(13,019	)
Additions to deferred note cost		(1,301	)		0
Net cash used in financing activities		(1,757	)		(191,318	)
Other								(35	)		(1,087	)
Net cash provided by (used in) financing activities								(18,119	)		179,252
Effect of foreign exchange rate fluctuations on cash		2,230			(359	)		754			2,412
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		33,643			(111,529	)
Net Increase in Cash and Cash Equivalents								88,948			217,725
Cash and cash equivalents at beginning of period		81,418			167,355			215,091			81,418
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	115,061		$	55,826
Supplemental Cash Flow Information:
Cash and cash equivalents at end of period							$	304,039		$	299,143
Supplemental information:
Interest paid	$	3,560		$	2,146		$	1,256		$	2,171
Income taxes paid		4,256			3,542
Income taxes paid (refunded)								(29,485	)		3,784
Cash paid for amounts included in measurement of operating lease liabilities		78,777			137,108			96,248			25,795
Right of use assets obtained in exchange for new operating lease liabilities		24,999			54,175
Operating leased assets obtained in exchange for new operating lease liabilities								64,884			15,216

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

	Non- Redeemable Preferred Stock			Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Shares			Total Equity
Balance February 2, 2019	$	1,060		$	19,591		$	264,138		$	508,555		$	(37,936	)	$	(17,857	)	$	737,551
Cumulative adjustment from ASC 842, net of tax		—			—			—			(4,208	)		—			—			(4,208	)
Net earnings		—			—			—			6,346			—			—			6,346
Other comprehensive earnings		—			—			—			—			968			—			968
Employee and non-employee share-based compensation		—			—			2,239			—			—			—			2,239
Shares repurchased		—			(1,809	)		—			(78,162	)		—			—			(79,971	)
Other		(48	)		(29	)		78			—			—			—			1
Balance May 4, 2019		1,012			17,753			266,455			432,531			(36,968	)		(17,857	)		662,926
Net earnings		—			—			—			577			—			—			577
Other comprehensive loss		—			—			—			—			(11,187	)		—			(11,187	)
Employee and non-employee restricted stock		—			—			2,629			—			—			—			2,629
Shares repurchased		—			(1,611	)		—			(66,503	)		—			—			(68,114	)
Restricted stock issuance		—			285			(285	)		—			—			—			—
Restricted shares withheld for taxes		—			(56	)		56			(2,209	)		—			—			(2,209	)
Other		(2	)		(26	)		27			—			—			—			(1	)
Balance August 3, 2019		1,010			16,345			268,882			364,396			(48,155	)		(17,857	)		584,621
Net earnings		—			—			—			18,899			—			—			18,899
Employee and non-employee restricted stock		—			—			2,617			—			—			—			2,617
Shares repurchased		—			(1,150	)		—			(40,139	)		—			—			(41,289	)
Other comprehensive income		—			—			—			—			8,599			—			8,599
Other		1			(6	)		6			—			—			—			1
Balance November 2, 2019	$	1,011		$	15,189		$	271,505		$	343,156		$	(39,556	)	$	(17,857	)	$	573,448


	Non- Redeemable Preferred Stock			Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Shares			Total Equity			Non- Redeemable Preferred Stock			Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Shares			Total Equity
Balance February 1, 2020	$	1,009		$	15,186		$	274,101		$	378,572		$	(31,668	)	$	(17,857	)	$	619,343		$	1,009		$	15,186		$	274,101		$	378,572		$	(31,668	)	$	(17,857	)	$	619,343
Net loss		—			—			—			(134,777	)		—			—			(134,777	)		—			—			—			(134,777	)		—			—			(134,777	)
Other comprehensive loss		—			—			—			—			(10,935	)		—			(10,935	)		—			—			—			—			(10,935	)		—			(10,935	)
Employee and non-employee share-based compensation		—			—	��		2,191			—			—			—			2,191			—			—			2,191			—			—			—			2,191
Other		—			(15	)		15			—			—			—			—			—			(15	)		15			—			—			—			—
Balance May 2, 2020		1,009			15,171			276,307			243,795			(42,603	)		(17,857	)		475,822			1,009			15,171			276,307			243,795			(42,603	)		(17,857	)		475,822
Net loss		—			—			—			(19,036	)		—			—			(19,036	)		—			—			—			(19,036	)		—			—			(19,036	)
Other comprehensive earnings		—			—			—			—			3,043			—			3,043
Other comprehensive income																							—			—			—			—			3,043			—			3,043
Employee and non-employee restricted stock		—			—			2,258			—			—			—			2,258			—			—			2,258			—			—			—			2,258
Restricted stock issuance		—			461			(461	)		—			—			—			—			—			461			(461	)		—			—			—			—
Restricted shares withheld for taxes		—			(64	)		64			(1,223	)		—			—			(1,223	)		—			(64	)		64			(1,223	)		—			—			(1,223	)
Other		—			(86	)		86			—			—			—			—			—			(86	)		86			—			—			—			—
Balance August 1, 2020		1,009			15,482			278,254			223,536			(39,560	)		(17,857	)		460,864		$	1,009		$	15,482		$	278,254		$	223,536		$	(39,560	)	$	(17,857	)	$	460,864


																						Non- Redeemable Preferred Stock			Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Shares			Total Equity
Balance January 30, 2021																						$	1,009		$	15,438		$	282,308		$	320,920		$	(35,059	)	$	(17,857	)	$	566,759
Net earnings		—			—			—			7,466			—			—			7,466			—			—			—			8,878			—			—			8,878
Other comprehensive loss		—			—			—			—			(440	)		—			(440	)
Other comprehensive income																							—			—			—			—			1,458			—			1,458
Employee and non-employee share-based compensation																							—			—			1,912			—			—			—			1,912
Other																							(181	)		6			176			—			—			—			1
Balance May 1, 2021																							828			15,444			284,396			329,798			(33,601	)		(17,857	)		579,008
Net earnings																							—			—			—			10,937			—			—			10,937
Other comprehensive income																							—			—			—			—			173			—			173
Employee and non-employee restricted stock		—			—			2,083			—			—			—			2,083			—			—			2,055			—			—			—			2,055
Restricted stock issuance																							—			219			(219	)		—			—			—			—
Restricted shares withheld for taxes		—			—			—			(1	)		—			—			(1	)		—			(64	)		64			(4,076	)		—			—			(4,076	)
Other		—			(3	)		3			—			—			—			—			—			(2	)		2			—			—			—			—
Balance October 31, 2020	$	1,009		$	15,479		$	280,340		$	231,001		$	(40,000	)	$	(17,857	)	$	469,972
Balance July 31, 2021																						$	828		$	15,597		$	286,298		$	336,659		$	(33,428	)	$	(17,857	)	$	588,097

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

The Condensed Consolidated Financial Statements and Notes contained in this report are unaudited but reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the results for the interim periods of the fiscal year ending January ~~30, 2021~~29, 2022 ("Fiscal ~~2021"~~2022") and of the fiscal year ended ~~February 1, 2020~~January 30, 2021 ("Fiscal ~~2020"~~2021"). All subsidiaries are consolidated in the Condensed Consolidated Financial Statements. All significant intercompany transactions and accounts have been eliminated. The results of operations for any interim period are not necessarily indicative of results for the full year. ~~Certain information~~The Condensed Consolidated Financial Statements and ~~footnote disclosures normally included in financial statements~~the related Notes have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles ~~("GAAP"~~(“GAAP”) ~~have been condensed or omitted.~~ for complete financial statements.The Condensed Consolidated Balance Sheet as of ~~February 1, 2020~~January 30, 2021 has been derived from the audited financial statements at that date. These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and ~~notes~~Notes for Fiscal ~~2020,~~2021, which are contained in our Annual Report on Form 10-K as filed with the SEC on ~~April 1, 2020.~~March 31, 2021.

Genesco Inc. and its subsidiaries (collectively the "Company", "we", "our", or "us") business includes the sourcing and design, marketing and distribution of footwear and accessories through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys^®, Journeys Kidz^®, Little Burgundy^® and Johnston & Murphy^® banners and under the Schuh^® banner in the United Kingdom (“U.K.”) and the Republic of Ireland (“ROI”); through catalogs and e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, schuh.co.uk, schuh.ie, schuh.eu, johnstonmurphy.com, johnstonmurphy.ca and littleburgundyshoes.com and at wholesale, primarily under our Johnston & Murphy brand, the licensed ~~Dockers~~Levi's^® brand, the licensed ~~Levi's~~Dockers^® brand, the licensed G.H. Bass^® brand and other brands that we license for footwear. At ~~October~~July 31, ~~2020,~~2021, we operated ~~1,476~~1,439 retail stores in the U.S., Puerto Rico, Canada, the ~~United Kingdom~~U.K. and the ROI.

During the three and ~~nine~~six months ended ~~October~~July 31, ~~2020~~2021 and ~~November 2, 2019,~~August 1, 2020, we operated 4 reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys, Journeys Kidz and Little Burgundy retail footwear chains and e-commerce operations; (ii) Schuh Group, comprised of the Schuh retail footwear chain and e-commerce operations; (iii) Johnston & Murphy Group, comprised of Johnston & Murphy retail operations, e-commerce operations and wholesale distribution of products under the Johnston & Murphy^® brand; and (iv) Licensed Brands, comprised of the licensed Dockers,^®, Levi's,^®, and G.H. Bass^® brands, as well as other brands we license for footwear.

~~There were $50.0 million, $59.6 million and $32.8 million in cash equivalents at October 31, 2020, February 1, 2020 and November 2, 2019, respectively.~~

Our foreign subsidiaries held cash of approximately $13.8 million, $8.9 million and $6.1 million as of October 31, 2020, February 1, 2020 and November 2, 2019, respectively, which is included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

At October 31, 2020, February 1, 2020 and November 2, 2019, outstanding checks drawn on zero-balance accounts at certain domestic banks exceeded book cash balances at those banks by approximately $1.1 million, $17.1 million and $15.4 million, respectively. These amounts are included in accounts payable in the Condensed Consolidated Balance Sheets.

Our footwear wholesale businesses sell primarily to department stores and independent retailers across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry as well as by customer-specific factors. In the footwear wholesale businesses, one customer accounted for 21%, two customers each accounted for 10%, two customers each accounted for 9% and no other customer accounted for more than 5% of our total trade receivables balance as of October 31, 2020.

Wholesale costs of distribution are included in selling and administrative expenses on the Condensed Consolidated Statements of Operations in the amount of ~~$3.1~~$3.6 million and ~~$1.3~~$2.2 million for the ~~third~~second quarters of Fiscal ~~2021~~2022 and Fiscal ~~2020,~~2021, respectively, and ~~$7.7~~$7.2 million and ~~$4.0~~$4.6 million for the first ~~nine~~six months of Fiscal ~~2021~~2022 and Fiscal ~~2020,~~2021, respectively.

Retail occupancy costs recorded in selling and administrative expense were $75.1 million and $71.5 million for the second quarters of Fiscal 2022 and Fiscal 2021, respectively, and $145.9 million and $148.7 million for the first six months of Fiscal 2022 and Fiscal 2021, respectively.

Advertising costs were $23.5 million and $14.1 million for the second quarters of Fiscal 2022 and Fiscal 2021, respectively, and $44.6 million and $28.6 million for the first six months of Fiscal 2022 and Fiscal 2021, respectively.

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $2.4 million and $0.9 million for the second quarters of Fiscal 2022 and Fiscal 2021, respectively, and $5.4 million and $2.7 million for the first six months of Fiscal 2022 and Fiscal 2021, respectively. During the first six months of each of Fiscal 2022 and Fiscal 2021, our cooperative advertising reimbursements received were not in excess of the costs incurred.

Retail occupancy costs recorded in selling and administrative expense were $68.6 million and $82.7 million for the third quarters of Fiscal 2021 and Fiscal 2020, respectively, and $217.4 million and $251.8 million for the first nine months of Fiscal 2021 and Fiscal 2020, respectively.

Advertising costs were $19.4 million and $18.3 million for the third quarters of Fiscal 2021 and Fiscal 2020, respectively, and $48.0 million and $48.5 million for the first nine months of Fiscal 2021 and Fiscal 2020, respectively.

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $0.8 million and $1.7 million for the third quarters of Fiscal 2021 and Fiscal 2020, respectively, and $3.5 million and $5.9 million for the first nine months of Fiscal 2021 and Fiscal 2020, respectively. During the first nine months of Fiscal 2021 and Fiscal 2020, our cooperative advertising reimbursements received were not in excess of the costs incurred.

The functional currency of our foreign operations is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date. Income and expense accounts are translated at monthly average exchange rates. The unearned gains and losses resulting from such translation are included as a separate component of accumulated other comprehensive loss within shareholders' equity. Gains and losses from certain foreign currency transactions are reported as an item of income and resulted in net income of $0.2 million and a net loss of $0.2 million for the third quarters of Fiscal 2021 and Fiscal 2020, respectively, and net income of $0.7 million for the first nine months of Fiscal 2021 and a net loss of $0.3 million for the first nine months of Fiscal 2020.

In ~~August 2018,~~December 2019, the Financial Accounting Standards Board ~~(“FASB”)~~ issued ASU No. ~~2018-13~~2019-12, “Simplifying the Accounting for Income Taxes”. This guidance ~~related~~aims to simplify the accounting for income taxes by removing certain exceptions to the ~~disclosure requirements for fair value measurement. This~~general principles within the current guidance ~~added, modified~~ and ~~removed certain disclosure requirements related to assets~~by clarifying and ~~liabilities recorded at fair value. This~~amending the current guidance. The guidance is effective for ~~public business entities for fiscal years~~annual reporting periods, and interim periods within those years, beginning after December 15, ~~2019, and early adoption is permitted.~~2020. We adopted ~~this guidance~~ASU No. 2019-12 in the first quarter of Fiscal ~~2021 and it had no impact to our results of operations, financial position or cash flows.~~

~~In June 2016, the FASB issued ASU No. 2016-13,~~ "~~Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~", which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. We adopted ASU No. 2016-13 in the first quarter of Fiscal 2021.2022. This guidance did not have a material impact on our Condensed Consolidated Financial Statements.

In March 2020, the World Health Organization categorized the outbreak of COVID-19 as a pandemic. To help control the spread of the virus and protect the health and safety of our employees and customers, we ~~began~~ temporarily ~~closing~~closed or ~~modifying~~modified operating models and hours of our retail stores in North America, the ~~United Kingdom~~U.K. and the ROI beginning in March 2020 both in response to governmental requirements including “stay-at-home” orders and similar mandates and voluntarily, beyond the requirements of local government ~~authorities,~~authorities. A portion of our store fleet remained closed during Fiscal 2021 and the first ~~three quarters~~six months of Fiscal ~~2021.~~2022. As of August 31, 2021, we are operating in substantially all locations.

Changes made in our operations, including temporary closures, combined with reduced customer traffic due to concerns over COVID-19, resulted in a material ~~reductions in revenues and operating income during the first three quarters of Fiscal 2021.~~impact on our business since then. This prompted us to update our impairment analyses of our retail store portfolios and related lease right-of-use assets. For certain lower-performing stores, we compared the carrying value of store assets to undiscounted cash flows with updated assumptions on near-term profitability. ~~As a result, we recorded a $3.0 million, $1.7 million~~

We evaluated our goodwill and ~~$6.4 million asset~~indefinite-lived intangible assets for indicators of impairment ~~charge within asset impairments~~at the end of each quarter of Fiscal 2021 and ~~other, net on our Condensed Consolidated Statements of Operations during~~ the quarters ended May 1, 2021 and July 31, 2021 of Fiscal 2022. During the first quarter of Fiscal 2021, such evaluation caused us to determine that, when considering the impact of COVID-19, indicators of impairment existed relating to the goodwill associated with Schuh Group and certain other trademarks. Therefore, we updated the goodwill impairment analysis for Schuh Group, and as a result, recorded a goodwill impairment charge of $79.3 million during the quarter ended May 2, ~~2020,~~2020. In addition, we updated our impairment analysis for other intangible assets and, as a result, recorded a trademark impairment charge of $5.3 million during the quarter ended May 2, 2020. There were 0 impairment indicators for the quarters ended August 1, 2020, May 1, 2021 or July 31, 2021.

We evaluated our remaining tangible assets, particularly accounts receivable and ~~October 31,~~inventory. Our wholesale businesses sell primarily to independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry, such as COVID-19, as well as by customer specific factors. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

We also record reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. We recorded incremental inventory reserve provisions as a result of excess inventory due to the impact of COVID-19 on retail traffic and demand for certain products. Depending on future customer behavior, among other factors, we may incur additional inventory reserve provisions.

Since the first quarter of Fiscal 2021, we have withheld certain contractual rent payments generally correlating with time periods when our stores were closed and/or correlating with sales declines from Fiscal 2020. We continue to recognize rent expense in accordance with the contractual terms. We are working with landlords in various markets seeking commercially reasonable lease concessions given the current environment, and while a number of agreements have been reached, some negotiations remain ongoing. In cases where the agreements do not result in a substantial increase in the rights of the lessor or the obligation of the lessee such that the total cash flows of the modified lease are substantially the same or less than the total cash flows of the existing lease, we have not reevaluated the contract terms. For these lease agreements, we have recognized a reduction in variable rent expense in the period that the concession was granted.

On March 27, 2020, ~~respectively.~~the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which among other things, provided employer payroll tax credits for wages paid to employees who were unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Based on our evaluation of the CARES Act, we qualified for certain employer payroll tax credits as well

We evaluated our goodwill and indefinite-lived intangible assets for indicators of impairment at the end of the quarters ended May 2, 2020, August 1, 2020 and October 31, 2020. During the first quarter, such evaluation caused us to determine that, when considering the impact of COVID-19, indicators of impairment existed relating to the goodwill associated with Schuh Group and certain other trademarks. Therefore, we updated the goodwill impairment analysis for Schuh Group, and as a result, recorded a goodwill impairment charge of $79.3 million during the quarter ended May 2, 2020. In addition, we updated our impairment analysis for other intangible assets and, as a result, recorded a trademark impairment charge of $5.3 million during the quarter ended May 2, 2020. There were 0 impairment indicators for the quarters ended August 1, 2020 or October 31, 2020.

~~We evaluated our remaining tangible assets, particularly accounts receivable and inventory.~~ Our wholesale businesses sell primarily to independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry, such as COVID-19, as well as by customer specific factors. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information

We also record reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. We recorded incremental inventory reserve provisions as a result of excess inventory due to the impact of COVID-19 on retail traffic and demand for certain products. Depending on the pace of reopening our stores as well as future customer behavior, among other factors, we may incur additional inventory reserve provisions.

Since the first quarter of Fiscal 2021, we have withheld certain contractual rent payments generally correlating with time periods when our stores were closed and/or correlating with sales declines from Fiscal 2020. We continue to recognize rent expense in accordance with the contractual terms. We are working with landlords in various markets seeking commercially reasonable lease concessions given the current environment, and while some agreements have been reached, a significant number of negotiations remain ongoing. In cases where the agreements do not result in a substantial increase in the rights of the lessor or the obligation of the lessee such that the total cash flows of the modified lease are substantially the same or less than the total cash flows of the existing lease, we have not reevaluated the contract terms. For these lease agreements, we have recognized a reduction in variable rent expense in the period that the concession was granted.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which among other things, provides employer payroll tax credits for wages paid to employees who are unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Based on our preliminary evaluation of the CARES Act, we qualify for certain employer payroll tax credits as well as the deferral of payroll and other tax payments in the future, which ~~will be~~were treated as government subsidies to offset related operating expenses. During the quarters ended May 2, 2020, August 1, 2020, May 1, 2021 and ~~October~~July 31, ~~2020,~~2021, qualified payroll tax credits under the CARES Act and other foreign subsidy programs reduced our selling and administrative expenses by approximately $7.0 million, $3.8 million, $5.0 million and ~~$1.8~~$2.5 million, respectively, on our Condensed Consolidated Statements of ~~Operations as a result of relief from the CARES Act and other foreign governmental packages.~~Operations. We ~~have deferred and~~ intend to continue to defer ~~additional~~ qualified payroll and other tax payments as permitted by the CARES Act.

We recorded our income tax expense, deferred tax assets and related liabilities based on our best estimates. As part of this process, we assessed the likelihood of realizing the benefits of our deferred tax assets. As of the end of our first quarter of Fiscal 2021, based on available evidence, we recorded additional valuation allowance adjustments Other government relief programs in ~~our U.K. jurisdiction of $2.0 million. Further, we excluded~~ the U.K. ~~tax jurisdiction from our estimate of~~, ROI and Canada provided savings for the annual effective tax rate for Fiscal 2021 as we do not expect to record any tax benefit from the losses anticipated for Fiscal 2021. We will continue to monitor the realizability of our deferred tax assets, particularly in certain foreign jurisdictions where the COVID-19 pandemic has started to create significant net operating losses. Our ability to recover these deferred tax assets depends on several factors, including our results of operations and our ability to project future taxable income in those jurisdictions. If we determine that some portion of the tax benefit will not be realized, we would record a valuation allowance, which would decrease our income tax benefit. Total deferred tax assets, net of valuation allowances, as of the end of our first quarterquarters ended May ~~2, 2020 were~~1, 2021 and July 31, 2021 of approximately ~~$14.6~~$3.2 million ~~of which approximately $0.9~~and $1.2 million, related to foreign jurisdictions. Total deferred tax assets as of August 1, 2020 were approximately $12.4 million, of which approximately $1.0 million related to foreign jurisdictions. Total deferred tax assets as of October 31, 2020 were approximately $12.8 million, of which approximately $0.9 million related to foreign jurisdictions.

The COVID-19 pandemic ~~remains a rapidly evolving situation.~~continues to evolve. The ~~continuation~~emergence of variants from the ~~COVID-19 pandemic,~~original strain, its economic impact and actions taken in response thereto, including, without limitation, the timing and availability of effective medical treatments and the ongoing rollout and acceptance of vaccines in response to the COVID-19 pandemic, may result in prolonged or recurring periods of store closures and modified operating schedules and may result in

changes in customer behaviors, including a potential reduction in consumer discretionary spending in our ~~stores.~~stores and online. These may lead to increased asset recovery and valuation risks, such as impairment of our store and other assets and an inability to realize deferred tax assets due to

sustaining losses in certain jurisdictions. The uncertainties in the global economy have and are likely to continue to impact the financial viability of our suppliers, and other business partners, which have interrupted and may continue to interrupt, our supply chain, limit our ability to collect receivables and require

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

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

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

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

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

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

In addition, as a result of the factors noted above, we evaluated the fair value of our trademarks during the first quarter of Fiscal 2021. The fair value of trademarks was determined based on the royalty savings approach. This analysis indicated trademark impairment in our Journeys

Group and Johnston & Murphy Group. As a result, we recorded a trademark impairment of $5.3 million in the first quarter of Fiscal 2021. This charge is included in asset impairment and other, net in the accompanying Condensed Consolidated Statements of Operations.

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

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

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

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

	Trademarks				Customer Lists⁽¹⁾						Other⁽²⁾						Total						Trademarks ⁽¹⁾				Customer Lists						Other						Total
(In thousands)	Oct. 31, 2020		Feb. 1, 2020		Oct. 31, 2020			Feb. 1, 2020			Oct. 31, 2020			Feb. 1, 2020			Oct. 31, 2020			Feb. 1, 2020			July 31, 2021		Jan. 30, 2021		July 31, 2021			Jan. 30, 2021			July 31, 2021			Jan. 30, 2021			July 31, 2021			Jan. 30, 2021
Gross other intangibles	$	25,035	$	31,023	$	6,535		$	6,562		$	760		$	767		$	32,330		$	38,352		$	26,860	$	26,443	$	6,640		$	6,617		$	400		$	400		$	33,900		$	33,460
Accumulated amortization		0		0		(1,906	)		(1,509	)		(760	)		(479	)		(2,666	)		(1,988	)		0		0		(2,437	)		(2,131	)		(400	)		(400	)		(2,837	)		(2,531	)
Net Other Intangibles	$	25,035	$	31,023	$	4,629		$	5,053		$	0		$	288		$	29,664		$	36,364		$	26,860	$	26,443	$	4,203		$	4,486		$	0		$	0		$	31,063		$	30,929

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

⁽²⁾Includes ~~backlog~~a $23.4 million trademark at July 31, 2021 related to Schuh Group and ~~vendor contract.~~$3.4 million trademark related to Journeys Group.

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

We recorded pretax charges of ~~$6.4~~$7.1 million in the ~~third~~second quarter of Fiscal 2022, including $6.2 million for professional fees related to actions of an activist shareholder and $1.4 million for retail store asset impairments, partially offset by a $0.6 million insurance gain. We recorded

pretax charges of $9.7 million in the first six months of Fiscal 2022, including $8.5 million for professional fees related to actions of an activist shareholder and $1.8 million for retail store asset impairments, partially offset by a $0.6 million insurance gain. We recorded pretax charges of $1.7 million in the second quarter of Fiscal 2021 for retail store asset impairments. We recorded pretax charges of ~~$16.0~~$9.6 million in the first ~~nine~~six months of Fiscal 2021, including $5.3 million for trademark ~~impairment~~impairments and ~~$11.1~~$4.8 million for retail store asset impairments, partially offset by a ~~$(0.4)~~$0.4 million gain for the release of an earnout related to the Togast acquisition. We recorded a pretax charge of $0.8 million in the third quarter of Fiscal 2020 for retail store asset impairments. We recorded pretax charges of $1.8 million in the first nine months of Fiscal 2020 for retail store asset impairments.

(In thousands)	October 31, 2020		February 1, 2020		July 31, 2021		January 30, 2021
Wholesale finished goods	$	38,550	$	34,271	$	12,515	$	27,851
Retail merchandise		332,149		330,998		313,962		263,115
Total Inventories	$	370,699	$	365,269	$	326,477	$	290,966

The carrying amounts and fair values of our financial instruments at ~~October~~July 31, ~~2020~~2021 and ~~February 1, 2020~~January 30, 2021 are as follows:

Fair Values
(In thousands)	October 31, 2020				February 1, 2020				July 31, 2021				January 30, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
U.S. Revolver Borrowings	$	32,850	$	33,143	$	14,393	$	14,056	$	15,851	$	16,024	$	32,986	$	33,612
UK Revolver Borrowings		0		0		0		0		4,171		4,181		0		0

As of ~~October~~July 31, ~~2020,~~2021, we have ~~$51.0~~$10.8 million of long-lived assets held and used which were measured using Level 3 inputs within the fair value hierarchy.

On October 9, 2020, Schuh entered into a facility letter (the "Facility Letter") with Lloyds Bank (“Lloyds”) under the U.K.'s Coronavirus Large Business Interruption Loan Scheme pursuant to which Lloyds would make available a revolving capital facility (the "RCF") of ~~£19.0~~ million for the purpose of refinancing Schuh's existing indebtedness with Lloyds. The RCF expires in October 2023 and bears interest at 2.5% over the Bank of England Base Rate. The Facility Letter includes certain financial covenants tested against Schuh. Following certain customary events of default outlined in the Facility Letter, payment of outstanding amounts due under the RCF may be accelerated or the commitments may be terminated. The RCF is secured by charges over all of the assets of Schuh, and Schuh's subsidiary, Schuh (ROI) Limited. Pursuant to a Guarantee in favor of Lloyds in its capacity as security trustee, Genesco Inc. has guaranteed the obligations of Schuh under the Facility Letter and certain existing ancillary facilities on an unsecured basis.

~~On June 5, 2020, we~~ ~~entered into a Second Amendment (the “Second Amendment”) to our~~ Fourth Amended and Restated Credit Agreement dated as of January 31, 2018 between us and the lenders party thereto and Bank of America, N.A. as agent (as amended, the “Credit Facility” or the “Credit Agreement”), to, among other things, increase the Total Commitments (as defined in the Credit Facility) for the revolving loans from $275.0 million to $332.5 million, establish a first-in, last-out (“FILO”) tranche of indebtedness of $17.5 million, for $350.0 million of total capacity, increase pricing on the revolving loans and modify certain covenant and reporting terms. The Credit Facility will continue to be secured by certain assets of the Company and certain subsidiaries of the Company, including accounts receivable, inventory, payment intangibles, and deposit accounts and specifically excludes equity interests, equipment, and most leasehold interests. The Second Amendment to our Credit Facility added a security interest in certain intellectual property. The Second Amendment also provides for the borrowing base expansion to include real estate as those assets are added as collateral. In addition, the Second Amendment adds customary real estate covenants to the Credit Facility. The current outstanding long-term debt balance of $32.9 million bears interest at an average rate of 4.31% and matures January 31, 2023.

~~The revolver borrowings outstanding under the Credit Facility at October 31, 2020 include $14.4 million (£11.1~~ ~~million) related to Genesco (U.K.) Limited and $1.0 million (C$1.3~~ million) related to GCO Canada Inc. We had outstanding letters of credit of $9.7 million under the Credit Facility at October 31, 2020. These letters of credit support lease and insurance obligations.

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

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
(Shares in thousands)	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019		July 31, 2021		August 1, 2020		July 31, 2021		August 1, 2020
Weighted-average number of shares - basic		14,283		14,465		14,191		16,023		14,339		14,179		14,313		14,145
Common stock equivalents		79		64		-		113		272		0		344		0
Weighted-average number of shares - diluted		14,362		14,529		14,191		16,136		14,611		14,179		14,657		14,145

Due to the loss from continuing operations in the ~~nine~~three months and six months ended ~~October 31,~~August 1, 2020, share-based awards are excluded from the diluted earnings per share calculation for those periods because they would be antidilutive.

We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Letter as of July 31, 2021.

During the second quarter of Fiscal 2022, we paid off the $17.5 million First-in, Last-out tranche of our Credit Facility.

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

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

The Village additionally asserted that we are liable for the costs associated with enhanced treatment required by the impact of the groundwater plume from the site on 2 public water supply wells, including historical total costs ranging from approximately $1.8 million to in excess of $2.5 million, and future operation and maintenance costs which the Village estimated at $126,400 annually while the enhanced treatment continues. On December 14, 2007, the Village filed a complaint (the "Village Lawsuit") against us and the owner of the property under the Resource Conservation and Recovery Act (“RCRA”), the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as well as a number of state law theories in the U.S. District Court for the Eastern District of New York, seeking an injunction requiring the defendants to remediate contamination from the site and to establish their liability for future costs that may be incurred in connection with it.

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

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

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

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

Related to all outstanding environmental contingencies, we had accrued $1.4 million as of ~~October~~July 31, ~~2020,~~2021, $1.5 million as of ~~February 1, 2020~~January 30, 2021 and ~~$1.7~~$1.5 million as of ~~November 2, 2019.~~August 1, 2020. All such provisions reflect our estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made. There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions. Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Condensed Consolidated Balance Sheets because it relates to former facilities operated by us. We have made pretax accruals for certain of these contingencies ~~including approximately $0.0 million and $0.1 million in the third quarters of Fiscal 2021 and Fiscal 2020, respectively, and $0.2 million and $0.5 million in~~which were not material for the first ~~nine~~six months of Fiscal ~~2021~~2022 and Fiscal ~~2020, respectively.~~2021. These charges are included in ~~loss~~gain (loss) from discontinued operations, net in the Consolidated Statements of Operations and represent changes in estimates.

In the fourth quarter of Fiscal 2020, the IRS notified us on Letter 226-J, that we may be liable for an Employer Shared Responsibility Payment (“ESRP”) in the amount of $4.2 million for the year ended December 31, 2017. The ESRP is applicable to employers that had 50 or more full-time equivalent employees, did not offer minimum essential coverage (“MEC”) to at least 95% of full-time employees (and their dependents) or did offer MEC to at least 95% of full time-employees (and their dependents), which did not meet the affordable or minimum value criteria and had one or more employees who claimed the Employee Premium Tax Credit (“PTC”) pursuant to the Affordable Care Act (the “ACA”). The IRS determines which employers receive Letter 226-J and the amount of the proposed ESRP from information that the employers complete on their information returns (IRS Forms 1094-C and 1095-C) and from the income tax returns of their employees. Since the inception of the ACA, it has been our policy to offer MEC to all full-time employees and their dependents. Based on our analysis, we responded to the IRS on January 15, 2020 asserting that we did offer MEC to at least 95% of our full-time employees for each month of 2017 and noting that the discrepancy was caused by errors in the electronic files uploaded through the ACA information return system. After several communications with the IRS, we received notice from the IRS dated October 26, 2020 acknowledging our position and reducing our potential ESRP liability to less than $500.

On July 22, 2020, Pontegadea UK Ltd. (the “Pontegadea”) filed a claim against Schuh Ltd. in the Queen’s Bench Division of the U.K. High Court of Justice regarding unpaid rent, service charges and insurance for certain premises located at 34-48 Oxford Street in London. Pontegadea initially sought to recover ~~£845,500, plus~~ ~~£10,000~~ ~~of court fees and interest, but after we resolved part of the claim, the remaining claim in dispute is~~ ~~£406,100. The claim is in its early stages and we are contesting the alleged liability. The unpaid rent, service charges and insurance have been accrued as of October 31, 2020.~~

In addition to the matters specifically described in this Note, we are a party to other legal and regulatory proceedings and claims arising in the ordinary course of our ~~business or specifically related to the COVID-19 pandemic.~~business. While management does not believe that our liability with respect to any of these other matters is likely to have a material effect on our financial statements, legal proceedings are subject to inherent uncertainties and unfavorable rulings could have a material adverse impact on our financial statements.

As ~~a result~~part of ~~the~~our Togast ~~acquisition,~~business, we ~~also~~ have a commitment to Samsung C&T America, Inc. (“Samsung”) related to the ultimate sale and valuation of ~~related~~ inventories owned by Samsung. If ~~the~~ product is sold below Samsung’s cost, we are ~~committed~~required to pay to Samsung ~~for~~ the difference between the sales price and its cost. At ~~October~~July 31, ~~2020,~~2021, the ~~related~~ inventory owned by Samsung had a historical cost of ~~$25.5~~$7.8 million. As of ~~October~~July 31, ~~2020,~~2021, we believe that we have appropriately accounted for any differences between the fair value of the Samsung inventory ~~is greater than~~and Samsung’s historical cost.

Three Months Ended October 31, 2020 (In thousands)	Journeys Group		Schuh Group		Johnston & Murphy Group			Licensed Brands			Corporate & Other			Consolidated
Three Months Ended July 31, 2021
(In thousands)																	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Sales	$	317,682	$	90,021	$	39,655		$	32,586		$	0		$	479,944		$	346,275	$	106,079	$	61,159	$	41,966		$	0		$	555,479
Intercompany sales		0		0		0			(664	)		—			(664	)		0		0		0		(296	)		—			(296	)
Net sales to external customers	$	317,682	$	90,021	$	39,655		$	31,922		$	—		$	479,280		$	346,275	$	106,079	$	61,159	$	41,670		$	—		$	555,183
Segment operating income (loss)	$	24,035	$	6,766	$	(11,137	)	$	792		$	(5,913	)	$	14,543		$	30,368	$	3,623	$	3,951	$	991		$	(18,962	)	$	19,971
Asset impairments and other⁽¹⁾		0		0		0			0			6,359			6,359			0		0		0		0			(7,070	)		(7,070	)
Operating income (loss)		24,035		6,766		(11,137	)		792			(12,272	)		8,184			30,368		3,623		3,951		991			(26,032	)		12,901
Other components of net periodic benefit income		0		0		0			0			(182	)		(182	)
Other components of net periodic benefit cost																		0		0		0		0			(56	)		(56	)
Interest expense		0		0		0			0			1,415			1,415			0		0		0		0			(752	)		(752	)
Interest income		0		0		0			0			(11	)		(11	)		0		0		0		0			135			135
Earnings (loss) from continuing operations before income taxes	$	24,035	$	6,766	$	(11,137	)	$	792		$	(13,494	)	$	6,962		$	30,368	$	3,623	$	3,951	$	991		$	(26,705	)	$	12,228
Total assets⁽²⁾	$	838,730	$	241,332	$	185,580		$	57,487		$	213,371		$	1,536,500		$	765,100	$	247,833	$	132,639	$	50,438		$	462,610		$	1,658,620
Depreciation and amortization		7,238		2,120		1,381			243			361			11,343			7,107		1,813		1,191		270			364			10,745
Capital expenditures		5,801		574		788			123			229			7,515			4,923		529		1,003		215			773			7,443

⁽¹⁾ Asset impairments and other includes a ~~$6.4~~$6.2 million charge for professional fees related to the actions of an activist shareholder and a $1.4 million charge for retail store asset impairments, which includes ~~$4.6~~$0.6 million in Journeys Group, $0.7 million in Schuh Group and $0.1 million in Johnston & Murphy Group, ~~$1.0~~partially offset by a $0.6 million ~~in Schuh Group and $0.8 million in Journeys Group.~~insurance gain.

⁽²⁾ Of our ~~$850.9~~$812.9 million of long-lived assets, ~~$139.4~~$129.4 million and ~~$37.1~~$30.3 million relate to long-lived assets in the ~~United Kingdom~~U.K. and Canada, respectively.

Three Months Ended November 2, 2019 (In thousands)	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Three Months Ended August 1, 2020
(In thousands)																Journeys Group		Schuh Group			Johnston & Murphy Group			Licensed Brands			Corporate & Other			Consolidated
Sales	$	354,920		92,899	$	72,703	$	16,726		$	15		$	537,263		$	276,631		71,732		$	24,097		$	19,114		$	0		$	391,574
Intercompany sales		0		0		0		0			—			0			0		0			0			(357	)		—			(357	)
Net sales to external customers	$	354,920	$	92,899	$	72,703	$	16,726		$	15		$	537,263		$	276,631	$	71,732		$	24,097		$	18,757		$	—		$	391,217
Segment operating income (loss)	$	28,955	$	4,369	$	3,715	$	(27	)	$	(10,270	)	$	26,742		$	10,160	$	(6,838	)	$	(18,243	)	$	(1,222	)	$	(4,118	)	$	(20,261	)
Asset impairments and other⁽¹⁾		0		0		0		0			799			799			0		0			0			0			(1,733	)		(1,733	)
Operating income (loss)		28,955		4,369		3,715		(27	)		(11,069	)		25,943			10,160		(6,838	)		(18,243	)		(1,222	)		(5,851	)		(21,994	)
Other components of net periodic benefit income		0		0		0		0			(92	)		(92	)		0		0			0			0			182			182
Interest expense		0		0		0		0			808			808			0		0			0			0			(1,965	)		(1,965	)
Interest income		0		0		0		0			(206	)		(206	)		0		0			0			0			47			47
Earnings (loss) from continuing operations before income taxes	$	28,955	$	4,369	$	3,715	$	(27	)	$	(11,579	)	$	25,433		$	10,160	$	(6,838	)	$	(18,243	)	$	(1,222	)	$	(7,587	)	$	(23,730	)
Total assets⁽²⁾	$	1,020,894		378,014	$	211,459	$	21,971		$	153,154		$	1,785,492		$	855,201		249,666		$	185,375		$	84,730		$	395,056		$	1,770,028
Depreciation and amortization		7,231		2,749		1,484		118			598			12,180			7,271		2,318			1,452			356			390			11,787
Capital expenditures		4,886		982		2,133		78			58			8,137			2,660		145			891			103			101			3,900

⁽¹⁾⁽¹⁾ Asset impairments and other includes a ~~$0.8~~$1.7 million charge for retail store asset impairments, which includes ~~$0.5 million in Johnston & Murphy Group and $0.3~~$0.4 million in Schuh Group and $1.3 million in Journeys Group.

⁽²⁾⁽ ~~Total assets for the Schuh Group and Journeys Group include $82.4 million and $9.8 million of goodwill, respectively. Goodwill for Schuh Group decreased by $0.9 million as of November~~ ^{2 2019 from February 2, 2019, due to foreign currency translation adjustments, while Journeys Group goodwill did not change from February 2, 2019.}⁾ Of our ~~$1.01 billion~~$890.8 million of long-lived assets, ~~$175.1~~$151.3 million and ~~$50.4~~$39.8 million relate to long-lived assets in the ~~United Kingdom~~U.K. and Canada, respectively.

⁽¹⁾ Asset impairments and other includes an $8.5 million charge for professional fees related to the actions of an activist shareholder and a $1.8 million charge for retail store asset impairments, which includes $0.2 million in Johnston & Murphy Group, $0.8 million in Schuh Group and $0.8 million in Journeys Group, partially offset by a $0.6 million insurance gain.

⁽⁽²⁾²⁾Asset impairments and other includes a ~~$11.1~~$4.8 million charge for retail store asset impairments, which includes ~~$5.8~~$1.2 million in Johnston & Murphy, ~~Group, $2.5~~$1.6 million in Schuh Group and ~~$2.8~~$2.0 million in Journeys Group, and a $5.3 million trademark impairment, which includes $4.9 million in Journeys Group and $0.4 million in Johnston & Murphy Group.

⁽¹⁾ Asset impairments and other includes a $1.8 million charge for retail store asset impairments, which includes $1.2 million for Schuh Group, $0.5 million for Johnston & Murphy Group and $0.1 million for Journeys Group.

As part of the Lids Sports Group sales transaction on February 2, 2019, the purchaser has agreed to indemnify and hold us harmless in connection with continuing obligations and any guarantees of ours in place as of February 2, 2019 in respect of post-closing or assumed liabilities or obligations of the Lids Sports Group business. The purchaser has agreed to use commercially reasonable efforts to have any guarantees by, or continuing obligations of, the Company released. However, we are contingently liable in the event of a breach by the purchaser of any such obligation to a third-party. In addition, we are a guarantor for 23 Lids Sports Group leases with lease expirations through November of 2025 and estimated maximum future payments totaling $16.0 million as of October 31, 2020. We do not believe the fair value of the guarantees is material to our Condensed Consolidated Financial Statements.

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

This section discusses management’s view of the financial condition, results of operations and cash flows of the Company. This section should be read in conjunction with the information contained in our Annual Report on Form 10-K for the fiscal year ended ~~February 1, 2020,~~January 30, 2021, including the Risk Factors section, and information contained elsewhere in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and notes to those financial statements. The results of operations for any interim period may not necessarily be indicative of the results that may be expected for any future interim period or the entire fiscal year.

Our net sales ~~decreased 10.8%~~increased 41.9% to ~~$479.3~~$555.2 million for the ~~third~~second quarter of Fiscal 2022 compared to $391.2 million for the second quarter of Fiscal 2021. This sales increase was driven by increased store sales resulting from the reopening of stores that were closed during the second quarter of Fiscal 2021 ~~compared~~due to ~~$537.3 million for~~ the ~~same~~COVID-19 pandemic, increased wholesale sales and the favorable impact of foreign exchange rates, partially offset by a 23% decrease in digital comparable sales. Stores were open approximately 97% of possible days in the second quarter of Fiscal ~~2020. This sales decrease was driven by lower store comparable sales, reflecting decreased back-to-school sales and continued pressure at Johnston & Murphy, and~~2022 as compared to 69% in the ~~impact from store closures during the~~second quarter ~~partially offset by digital comp growth~~ of ~~62%. Although we~~Fiscal 2021. We have not disclosed comparable sales for the ~~third~~second quarter of Fiscal 2022 or Fiscal 2021, as we believe that overall sales is a more meaningful metric during ~~this period~~these periods due to the impact of ~~COVID-19.~~the COVID-19 pandemic and our policy of removing any store closed for seven consecutive days from comparable sales. See below, under the heading “Comparable Sales”, for our definition of comparable sales.

Journeys Group sales ~~decreased 10%~~increased 25%, Schuh Group sales ~~decreased 3%~~increased 48%, Johnston & Murphy Group sales ~~decreased 45%, while~~increased 154% and Licensed Brands sales increased ~~91% due to the acquisition of Togast,~~122% during the ~~third~~second quarter of Fiscal ~~2021~~2022 compared to the same quarter of Fiscal ~~2020.~~2021. Gross margin as a percentage of net sales ~~decreased~~increased to ~~47.1%~~49.1% during the ~~third~~second quarter of Fiscal ~~2021,~~2022, compared to ~~49.2%~~42.7% for the ~~same period last year, reflecting decreased~~second quarter of Fiscal 2021. This reflects increased gross margin as a percentage of net sales in all of our business units ~~except~~primarily due to fewer markdowns at Journeys Group, ~~primarily due to~~Schuh Group and Johnston & Murphy retail and lower shipping and warehouse expense, partially offset by a shift in the mix of our ~~businesses, increased markdowns and inventory reserves at Johnston & Murphy and higher~~businesses. The lower shipping and warehouse expense in ~~all~~the second quarter this year is a result of ~~our~~reduced e-commerce penetration in Fiscal 2022 as a larger percentage of retail ~~divisions driven by the increase~~stores were open in ~~penetration of e-commerce, partially offset by decreased markdowns at Journeys.~~Fiscal 2022 compared to Fiscal 2021. Selling and administrative expenses as a percentage of net sales decreased to ~~44.0%~~45.5% of net sales during the ~~third~~second quarter of Fiscal ~~2021~~2022 from ~~44.2%~~47.9% for the ~~same~~second quarter of Fiscal ~~2020,~~2021, reflecting decreased expenses as a percentage of net sales ~~at Schuh Group, Licensed Brands~~in all of our operating business units. The decrease as a percentage of net sales in expenses this year was primarily due to reduced occupancy expense, partially offset by increased performance-based compensation expense. In Fiscal 2021, we did not record any performance-based compensation expense. The reduction in occupancy expense is driven in part by benefits from our ongoing lease initiative. Operating margin was 2.3% for the second quarter of Fiscal 2022 compared to (5.6)% in the second quarter of Fiscal 2021, reflecting increased operating margin in all of our operating business units as a result of the increased gross margin as a percentage of net sales and ~~Corporate, while Journeys Group and Johnston & Murphy Group had increased~~decreased expenses as a percentage of net sales. On a dollar basis, expenses decreased 11% compared to the same period last year primarily due to reduced occupancy expense, driven by rent abatement agreements with landlords and savings from the government program in the U.K. providing property tax relief, as well as reduced selling salaries and bonus expense. Operating margin was 1.7% for the third quarter of Fiscal 2021 compared to 4.8% in the same quarter of Fiscal 2020, reflecting a large operating loss in Johnston & Murphy Group from disruptions related to the COVID-19 pandemic.

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

As of ~~December 4, 2020,~~August 31, 2021, we ~~were~~are operating in ~~97%~~substantially all of our ~~locations, including approximately 1,150 Journeys, 170 Johnston & Murphy and 110 Schuh~~ locations. All store locations are operating under enhanced measures to ensure the health and safety of employees and customers, including ~~requiring employees to wear masks, requiring customers in our stores to wear masks,~~ providing hand sanitizer in multiple locations throughout each store for customer and employee use, enhanced cleaning and sanitation protocols, reconfigured sales floors to promote physical distancing and modified employee and customer interactions to limit contact. In Journeys stores, it is required for employees and recommended for customers to wear masks. In most of the Schuh stores, it is required for both employees and customers to wear masks. In Johnston & Murphy shops and factory stores, it is recommended for employees and customers to wear masks.

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

The changes made in our operations, combined with temporary store closures and reduced customer traffic due to concerns over the virus, resulted in material reductions in revenues and operating income during the first three quarters of Fiscal 2021. This prompted us to update our impairment analyses of our retail store portfolios and related lease right-of-use assets. For certain lower-performing stores, we compared the carrying value of store assets to undiscounted cash flows with updated assumptions on near-term profitability. As a result, during our quarters ended May 2, 2020, August 1, 2020 and October 31, 2020, we recorded a retail store asset impairment charge of $3.0 million, $1.7 million and $6.4 million, respectively, which is reflected in asset impairments and other, net on our Condensed Consolidated Statements of Operations.

We evaluated our goodwill and indefinite-lived intangible assets for indicators of impairment at the end of the quarters ended May 2, 2020, August 1, 2020 and October 31, 2020. During the first quarter, such evaluation caused us to determine that, when considering the impact of COVID-19, indicators of impairment existed relating to the goodwill associated with Schuh Group and certain other trademarks. Therefore, we updated the goodwill impairment analysis for Schuh Group, and as a result, recorded a goodwill impairment charge of $79.3 million in the first quarter ended May 2, 2020. In addition, we updated our impairment analysis for other intangible assets, and as a result, recorded a trademark impairment charge of $5.3 million in the first quarter ended May 2, 2020. There were no impairment indicators for the quarters ended August 1, 2020 or October 31, 2020.

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

independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry, such as the COVID-19 pandemic and responses thereto, as well as by customer specific factors. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. As a result of the impact of the COVID-19 pandemic, we recorded additional bad debt expense of $2.4 million, $0.7 million and $(0.1) million during the quarters ended May 2, 2020, August 1, 2020 and October 31, 2020, respectively.

We also record reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. During the quarters ended May 2, 2020, August 1, 2020 and October 31, 2020, we recorded approximately $1.8 million, $2.5 million and $1.0 million, respectively, of incremental inventory reserve provisions as a result of excess inventory due to the impact of COVID-19 on retail traffic and demand for certain products. Depending on the pace of reopening our stores as well as future customer behaviors, among other factors, we may incur additional inventory reserve provisions.

Since the first quarter of Fiscal 2021, we have withheld certain contractual rent payments generally correlating with time periods when our stores were closed and/or correlating with sales declines from Fiscal 2020. We continue to recognize rent expense in accordance with the contractual terms. We ~~are~~have been working with landlords in various markets seeking commercially reasonable lease concessions given the current environment, and while ~~some~~a number of agreements have been reached, ~~a significant number of~~some negotiations remain ongoing. During the quarter ended October 31, 2020, we have recognized approximately $8.2 million in rent savings which included approximately $7.0 million of abatements related to prior quarters pursuant to rent abatement agreements we have entered into with certain landlords. In cases where the agreements do not result in a substantial increase in the rights of the lessor or the obligation of the lessee such that the total cash flows of the modified lease

are substantially the same or less than the total cash flows of the existing lease, we have not reevaluated the contract terms. For these lease agreements, we have recognized a reduction in variable rent expense in the period that the concession was granted. During the quarters ended May 1, 2021 and July 31, 2021, we have recognized approximately $6.1 million and $2.5 million, respectively, in rent savings which are related to abatements and temporary rent relief.

On March 27, 2020, the U.S. government enacted the CARES Act, which among other things, ~~provides~~provided employer payroll tax credits for wages paid to employees who ~~are~~were unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Based on our ~~preliminary~~ evaluation of the CARES Act, we ~~qualify~~qualified for certain employer payroll tax credits as well as the deferral of payroll and other tax payments in the future, which ~~will be~~were treated as government subsidies to offset related operating expenses. During the quarters ended May 2, 2020, August 1, 2020, May 1, 2021 and ~~October~~July 31, ~~2020,~~2021, qualified payroll tax credits under the CARES Act and other foreign subsidy programs reduced our selling and administrative expenses by approximately $7.0 million, $3.8 million, $5.0 million and ~~$1.8~~$2.5 million, respectively, on our Condensed Consolidated Statements of ~~Operations as a result of relief from the CARES Act and other foreign governmental packages.~~Operations. We intend to continue to defer qualified payroll and other tax payments as permitted by the CARES Act.

Savings from the government program in the U.K. ~~has~~have provided property tax relief ~~of approximately $1.6 million, $3.9 million and $3.9 million in~~ for the quarters ended May ~~2, 2020, August~~ 1, ~~2020~~2021 and ~~October~~July 31, ~~2020,~~2021 of approximately $4.7 million and $3.8 million, respectively. ~~In addition, this governmental program~~Other government relief programs in the U.K. ~~is expected to provide further property tax relief~~, ROI and Canada provided savings for the quarters ended May 1, 2021 and July 31, 2021 of approximately ~~$6.3~~$3.2 million ~~through early Fiscal 2022.~~

~~We recorded our income tax expense, deferred tax assets~~ and related liabilities based on our best estimates. As part of this process, we assessed the likelihood of realizing the benefits of our deferred tax assets. As of the end of our first quarter of Fiscal 2021, based on available evidence, we recorded additional valuation allowance adjustments in our U.K. jurisdiction of $2.0 million. Further, we excluded the U.K. tax jurisdiction from our estimate of the annual effective tax rate for Fiscal 2021 as we do not expect to record any tax benefit from the losses anticipated for Fiscal 2021. We will continue to monitor the realizability of our deferred tax assets, particularly in certain foreign jurisdictions where the COVID-19 pandemic has started to create significant net operating losses. Our ability to recover these deferred tax assets depends on several factors, including our results of operations and our ability to project future taxable income in those jurisdictions. If we determine that some portion of the tax benefit will not be realized, we would record a valuation allowance, which would decrease our income tax benefit. Total deferred tax assets, net of valuation allowances, as of the first quarter ended May 2, 2020 were approximately $14.6$1.2 million, of which approximately $0.9 million related to foreign jurisdictions. Total deferred tax assets as of August 1, 2020 were approximately $12.4 million, of which approximately $1.0 million related to foreign jurisdictions. Total deferred tax assets as of October 31, 2020 were approximately $12.8 million, of which approximately $0.9 million related to foreign jurisdictions.

We recorded pretax charges of ~~$6.4~~$7.1 million in the ~~third~~second quarter of Fiscal ~~2021~~2022, including $6.2 million for professional fees related to actions of an activist shareholder and $1.4 million for retail store asset ~~impairments.~~

We discuss our critical accounting estimates in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations", in our Annual Report on Form 10-K for the fiscal year ended ~~February 1, 2020.~~January 30, 2021. We describe our significant accounting policies in Note 1, "Summary of Significant Accounting Policies", of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended ~~February 1, 2020.~~January 30, 2021. There have been no other significant changes in our definition of significant accounting policies or critical accounting estimates since the end of Fiscal ~~2020.~~2021.

In assessing the performance of our business, we consider a variety of performance and financial measures. The key performance indicators we use to evaluate the financial condition and operating performance of our business are comparable sales, net sales, gross margin, operating income (loss) and operating margin. ~~In addition, we also review~~These key performance indicators should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the U.S. GAAP financial measures presented herein. These measures may not be comparable to similarly-titled performance indicators used by other ~~important metrics, such as comparable sales and comparable direct sales.~~companies.

We consider comparable sales to be an important indicator of our current performance, and investors may find it useful as such. Comparable sales results are important to achieve leveraging of our costs, including occupancy, selling salaries, depreciation, etc. Comparable sales also have a direct impact on our total net revenue, cash and working capital. We define "comparable sales" as sales from stores open longer than one year, beginning with the first day a store has comparable sales (which we refer to in this report as "same store sales"), and sales from websites operated longer than one year and direct mail catalog sales (which we refer to in this report as "comparable direct sales"). Temporarily closed stores are excluded from the comparable sales calculation if closed for more than seven days. Expanded stores are excluded from the comparable sales calculation until the first day an expanded store has comparable prior year sales. Current year foreign exchange rates are applied to both current year and prior year comparable sales to achieve a consistent basis for comparison. ~~Although we~~We have not disclosed comparable sales for the ~~third~~second quarter and six months of Fiscal ~~2021,~~2022, as we believe that overall sales isare a more meaningful metric during ~~this period and for the nine months ended October 31, 2020~~these periods due to the impact of ~~COVID-19.~~the COVID-19 pandemic and related extended store closures.

Results of Operations ~~- Third~~– Second Quarter of Fiscal ~~2021~~2022 Compared to ~~Third~~Second Quarter of Fiscal ~~2020~~2021

Our net sales in the ~~third~~second quarter ~~ended October 31, 2020 decreased 10.8%~~of Fiscal 2022 increased 41.9% to ~~$479.3~~$555.2 million compared to ~~$537.3~~$391.2 million in the ~~third~~second quarter ~~ended November 2, 2019,~~of Fiscal 2021. This sales increase was driven by ~~lower~~increased store ~~comparable~~ sales ~~reflecting decreased back-to-school sales and continued pressure at Johnston & Murphy as its customer has fewer reasons to shop with many continuing to work~~resulting from ~~home and most large social gatherings and events postponed or canceled, and~~ the ~~impact from store closures~~reopening of stores that were closed during the second quarter ~~in response~~of Fiscal 2021 due to the COVID-19 pandemic, ~~where stores~~increased wholesale sales and the favorable impact of foreign exchange rates, partially offset by a 23% decrease in digital comparable sales. Stores were ~~operating 95%~~open approximately 97% of possible days in the ~~third~~second quarter ~~this year, partially offset by digital comp growth~~ of ~~62%.~~ Fiscal 2022 as compared to 69% in the second quarter of Fiscal 2021.

Gross margin ~~decreased 14.6%~~increased 63.2% to ~~$225.5~~$272.5 million in the ~~third~~second quarter of Fiscal 2022 from $167.0 million in the second quarter of Fiscal 2021 ~~from $264.2 million in the same period last year,~~ and ~~decreased~~increased as a percentage of net sales from ~~49.2%~~42.7% to ~~47.1%~~49.1%, reflecting ~~decreased~~increased gross margin as a percentage of net sales in all of our operating business units ~~except Journeys Group,~~ primarily due to fewer markdowns at Journeys Group, Schuh Group and Johnston & Murphy retail and lower shipping and warehouse expense, partially offset by a shift in the mix of our ~~businesses, increased markdowns and inventory reserves at Johnston & Murphy and higher~~businesses. The lower shipping and warehouse expense in ~~all~~the second quarter of ~~our~~Fiscal 2022 is a result of reduced e-commerce penetration in Fiscal 2022 as a larger percentage of retail ~~divisions driven by the increase~~stores were open in ~~penetration of e-commerce, partially offset by decreased markdowns at Journeys.~~ Fiscal 2022 compared to Fiscal 2021.

Selling and administrative expenses in the ~~third~~second quarter of Fiscal ~~2021 decreased 11.2% and~~2022 increased 34.9% but decreased as a percentage of net sales from ~~44.2%~~47.9% to ~~44.0%~~45.5%, reflecting decreased expenses as a percentage of net sales ~~at Schuh Group, Licensed Brands and Corporate, while Journeys Group and Johnston & Murphy Group had increased~~in all of our operating business units. The decrease in expenses as a percentage of net ~~sales. The decrease~~sales in ~~expenses this year~~Fiscal 2022 was primarily due to reduced occupancy expense, partially offset by increased performance-based compensation expense. In Fiscal 2021, we did not record any performance-based compensation expense. The reduction in occupancy expense is driven in part by ~~rent abatement agreements with landlords and savings~~benefits from ~~the government program in the U.K. providing property tax relief, as well as reduced selling salaries and bonus expense.~~our ongoing lease initiative. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.

Earnings from continuing operations before income taxes (“pretax earnings”) for the ~~third~~second quarter ~~ended October 31, 2020~~of Fiscal 2022 were ~~$7.0~~$12.2 million compared to ~~$25.4~~a loss from continuing operations before income taxes (“pretax loss”) of $23.7 million for the ~~third~~second quarter ~~ended November 2, 2019.~~of Fiscal 2021. Pretax earnings for the ~~third~~second quarter ~~ended October 31, 2020~~of Fiscal 2022 included an asset ~~impairment~~impairments and other ~~charge~~charges of ~~$6.4~~$7.1 million for professional fees related

to the actions of an activist shareholder and retail store asset impairments, partially offset by an insurance gain. The pretax loss for the second quarter of Fiscal 2021 included asset impairments and other charges of $1.7 million for retail store asset impairments. ~~Pretax earnings for the third quarter ended November 2, 2019 included an asset impairment and other charge of $0.8 million for retail store and intangible asset impairments.~~

Net earnings for the third quarter ended October 31, 2020 were $7.5 million, or $0.52 diluted earnings per share compared to $18.9 million, or $1.30 diluted earnings per share for the third quarter ended November 2, 2019. We recorded an effective income tax rate of ~~-7.4%~~11.1% and ~~25.4%~~20.3% in the ~~third~~second quarter of Fiscal ~~2021~~2022 and Fiscal ~~2020,~~2021, respectively. The tax rate for the ~~third~~second quarter of Fiscal ~~2021~~2022 is lower than ~~last year~~Fiscal 2021 primarily due to the ~~impact~~reduction of ~~our performance~~foreign losses in ~~foreign jurisdictions for which no income tax benefit or expense is recorded in Fiscal 2021. As of~~ the ~~third~~second quarter of Fiscal ~~2021~~2022 for which we ~~have~~are unable to recognize a ~~valuation allowance against certain~~ tax ~~attributes in all~~benefit and an additional tax benefit from the vesting of ~~our foreign jurisdictions due to their history~~restricted stock.

Net earnings for the second quarter of ~~cumulative losses. The tax impact of our foreign jurisdictions was offset by the benefit we expect to realize from a carryback of our U.S. results~~Fiscal 2022 were $10.9 million, or $0.75 diluted earnings per share compared to a ~~prior tax period.~~ net loss of $19.0 million, or $1.34 diluted loss per share for the second quarter of Fiscal 2021.

	Three Months Ended									Three Months Ended
	October 31, 2020			November 2, 2019			% Change			July 31, 2021			August 1, 2020			% Change
	(dollars in thousands)									(dollars in thousands)
Net sales	$	317,682		$	354,920			(10.5	)%	$	346,275		$	276,631			25.2	%
Operating income	$	24,035		$	28,955			(17.0	)%	$	30,368		$	10,160			198.9	%
Operating margin		7.6	%		8.2	%					8.8	%		3.7	%

Net sales from Journeys Group ~~decreased 10.5%~~increased 25.2% to ~~$317.7~~$346.3 million for the ~~third~~second quarter ~~ended October 31, 2020,~~of Fiscal 2022, compared to ~~$354.9~~$276.6 million for the ~~same period last year,~~second quarter of Fiscal 2021, primarily due to ~~lower~~increased store ~~comparable~~ sales, ~~reflecting decreased back-to-school sales, and store closures~~resulting from the reopening of stores that were closed during the second quarter of Fiscal 2021 due to the COVID-19 pandemic, partially offset by ~~increased~~decreased digital comparable ~~growth. Total comparable sales for Journeys Group decreased 6% for the third quarter this year.~~sales. Journeys Group operated ~~1,168~~1,142 stores at the end of the ~~third~~second quarter of Fiscal ~~2021,~~2022, including ~~235~~230 Journeys Kidz stores, 47 Journeys stores in Canada and 37 Little Burgundy stores in Canada, compared to 1,169 stores at the end of the second quarter of last year, including 232 Journeys Kidz stores, 47 Journeys stores in Canada and 38 Little Burgundy stores in ~~Canada, compared to 1,182 stores at the end of the third quarter last year, including 237 Journeys Kidz stores, 46 Journeys stores in Canada and 40 Little Burgundy stores in~~ Canada.

Journeys Group had operating income of ~~$24.0~~$30.4 million for the ~~third~~second quarter ~~ended October 31, 2020~~of Fiscal 2022 compared to ~~$29.0~~$10.2 million for the ~~third~~second quarter ~~ended November 2, 2019.~~of Fiscal 2021. The ~~decrease~~increase of ~~17.0%~~$20.2 million in operating income for Journeys Group was due to ~~decreased~~(i) increased net sales, (ii) increased gross margin as a percentage of net sales, reflecting decreased markdowns and (iii) decreased selling and administrative expenses as a percentage of net sales due to decreased occupancy expense and freight expense, partially offset by increased selling salaries, marketing expense and performance-based compensation expense.

Net sales from Schuh Group increased 47.9% to $106.1 million for the second quarter of Fiscal 2022 compared to $71.7 million for the second quarter of Fiscal 2021, primarily due to increased store sales, resulting from the reopening of stores that were closed during the second quarter of Fiscal 2021 due to the COVID-19 pandemic and the favorable impact of $10.8 million due to changes in foreign exchange rates, partially offset by decreased digital comparable sales. Stores were open almost all of the possible operating days during the second quarter of Fiscal 2022 compared to 48% of possible operating days during the second quarter of Fiscal 2021 as government mandated lockdowns that began during the fourth quarter of Fiscal 2021, were lifted throughout May 2021. Schuh Group operated 123 stores at the end of the second quarter of Fiscal 2022, compared to 127 stores at the end of the second quarter of Fiscal 2021.

Schuh Group had operating income of $3.6 million for the second quarter of Fiscal 2022 compared to an operating loss of $6.8 million for the second quarter of Fiscal 2021. The increase in operating income this year reflects (i) increased net sales, (ii) increased gross margin as a percentage of net sales, reflecting less promotional activity and decreased shipping and warehouse expense and (iii) decreased selling and administrative expenses as a percentage of net sales, reflecting greater leverage of fixed expenses as a result of the increased ~~occupancy, freight and advertising expenses,~~revenue, partially offset by ~~decreased bonus expense. Gross margin~~ increased asperformance-based compensation expense, selling salaries and marketing expenses. In addition, operating income included a ~~percentage~~favorable impact of ~~net sales, primarily reflecting decreased markdowns.~~$0.3 million due to changes in foreign exchange rates compared to last year.

Johnston & Murphy Group net sales increased 153.8% to $61.2 million for the second quarter of Fiscal 2022 from $24.1 million for the second quarter of Fiscal 2021, primarily due to increased store sales, resulting from the reopening of stores closed during the second quarter of Fiscal 2021 due to the COVID-19 pandemic, and increased digital comparable sales and increased wholesale sales. With an increase in social events and gatherings, more customers returned to in-person shopping and retail traffic improved. Retail operations accounted for 81.1% of Johnston & Murphy Group's sales in the second quarter of Fiscal 2022, up from 79.4% in the second quarter of Fiscal 2021. The store count for Johnston & Murphy retail operations at the end of the second quarter of Fiscal 2022 was 174 stores, including eight stores in Canada, compared to 180 stores, including eight stores in Canada, at the end of the second quarter of Fiscal 2021.

Johnston & Murphy Group operating income of $4.0 million for the second quarter of Fiscal 2022 improved $22.2 million compared to an operating loss of $18.2 million in the second quarter of Fiscal 2021. The increase was primarily due to (i) increased net sales, (ii) increased gross margin as a percentage of net sales reflecting decreased retail markdowns, decreased inventory reserves, decreased shipping and warehouse expense and a higher mix of retail product and (iii) decreased selling and administrative expenses as a percentage of net sales due to reduced expenses, especially occupancy expense, and greater leverage of fixed expenses as a result of the increased revenue, partially offset by increased selling salaries and performance-based compensation expense.

Licensed Brands' net sales increased 122.2% to $41.7 million for the second quarter of Fiscal 2022, from $18.8 million for the second quarter of Fiscal 2021, reflecting primarily the growth of the Levi’s footwear business as well as increased sales in all of our other licensed brands.

Licensed Brands' operating income was $1.0 million for the second quarter of Fiscal 2022 compared to an operating loss of $1.2 million in the second quarter of Fiscal 2021. The $2.2 million increase in operating income was primarily due to (i) increased net sales, (ii) increased gross margin as a percentage of net sales as the prior year gross margin was impacted by pre-Togast acquisition royalty and commission cost and (iii) decreased selling and administrative expenses as a percentage of net sales reflecting decreased compensation, shipping, bad debt, and credit card expenses, partially offset by increased royalty and performance-based compensation expense.

Corporate and other expense for the second quarter of Fiscal 2022 was $26.0 million compared to $5.9 million for the second quarter of Fiscal 2021. Corporate expense in the second quarter of Fiscal 2022 included a $7.1 million charge in asset impairment and other charges for professional fees related to the actions of an activist shareholder and retail store asset impairments, partially offset by an insurance gain. Corporate expense in the second quarter of Fiscal 2021 included a $1.7 million charge in asset impairment and other charges for retail store asset impairments. The corporate expense increase, excluding asset impairment and other charges, primarily reflected increased performance-based compensation expense. In the second quarter of Fiscal 2021, corporate salaries were reduced in response to the COVID-19 pandemic. As a result, corporate salaries increased in the second quarter of Fiscal 2022 and contributed to the increased corporate expenses in the second quarter of Fiscal 2022.

Net interest expense decreased to $0.6 million for the second quarter of Fiscal 2022 compared to net interest expense of $1.9 million for the second quarter of Fiscal 2021 primarily reflecting decreased average borrowings in the second quarter this year.

Results of Operations – Six Months of Fiscal 2022 Compared to Six Months of Fiscal 2021

Our net sales in the first six months of Fiscal 2022 increased 63.2% to $1.1 billion compared to $670.4 million in the first six months of Fiscal 2021, driven by increased store sales resulting from the reopening of stores that were closed during the first six months of Fiscal 2021 due to the COVID-19 pandemic, increased wholesale sales, the favorable impact of foreign exchange rates and a 3% digital comparable sales growth. Stores were open approximately 93% of possible days in the first six months of Fiscal 2022 as compared to 59% in the first six months of Fiscal 2021.

Gross margin increased 84.6% to $530.2 million in the first six months of Fiscal 2022 from $287.1 million in the first six months of Fiscal 2021 and increased as a percentage of net sales from 42.8% to 48.5%, reflecting increased gross margin as a percentage of net sales in all of our operating business units primarily due to fewer markdowns at Journeys Group, Schuh Group and Johnston & Murphy retail and lower shipping and warehouse expense. The lower shipping and warehouse expense in the first six months this year is a result of reduced e-commerce penetration in Fiscal 2022 as a larger percentage of retail stores were open in Fiscal 2022 compared to Fiscal 2021.

Selling and administrative expenses in the first six months of Fiscal 2022 increased 30.7% but decreased as a percentage of net sales from 56.1% to 45.0%, reflecting decreased expenses as a percentage of net sales in all of our operating business units. The decrease as a percentage of net sales in expenses in Fiscal 2022 was primarily due to greater leverage of fixed expenses as a result of the significant increase in revenue as well as reduced occupancy expense, partially offset by increased performance-based compensation expense. In Fiscal 2021, we did not record any performance-based compensation expense. The reduction in occupancy expense is driven in part by U.K. government property tax relief and benefits from our ongoing lease initiative. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.

Pretax earnings for the first six months of Fiscal 2022 were $27.1 million compared to a pretax loss of $180.5 million for the first six months of Fiscal 2021. Pretax earnings for the first six months of Fiscal 2022 included asset impairments and other charges of $9.7 million for professional fees related to the actions of an activist shareholder and retail store asset impairments, partially offset by an insurance gain. The pretax loss for the first six months of Fiscal 2021 included a goodwill impairment charge of $79.3 million and asset impairments and other charges of $9.6 million for retail store and intangible asset impairments, partially offset by the release of an earn-out related to the Togast acquisition.

We recorded an effective income tax rate of 27.0% and 14.9% in the first six months of Fiscal 2022 and Fiscal 2021, respectively. The tax rate for the first six months of Fiscal 2022 is higher than Fiscal 2021 primarily due to the inability to recognize a tax benefit for certain foreign losses and a higher mix of earnings in jurisdictions where we generate taxable income. Additionally, the tax rate for the first six months of Fiscal 2021 was unusually low due primarily to the non-deductibility of the Schuh Group goodwill impairment charge as well as the inability to recognize a tax benefit for certain foreign losses.

Net earnings for the first six months of Fiscal 2022 were $19.8 million, or $1.35 diluted earnings per share, compared to a net loss of $153.8 million, or $10.87 diluted loss per share for the first six months of Fiscal 2021.

Net sales from Journeys Group increased 62.2% to $722.8 million for the first six months of Fiscal 2022, compared to $445.6 million for the first six months of Fiscal 2021, primarily due to increased store sales, resulting from the reopening of stores that were closed during the first six months of Fiscal 2021 due to the COVID-19 pandemic, partially offset by decreased digital comparable sales.

Journeys Group had operating income of $63.5 million for the first six months of Fiscal 2022 compared to a loss of $26.9 million for the first six months of Fiscal 2021. The increase of $90.4 million in operating income for Journeys Group was due to (i) increased net sales, (ii) increased gross margin as a percentage of net sales, reflecting decreased markdowns and decreased shipping and warehouse expense and (iii) decreased selling and administrative expenses as a percentage of net sales due to greater leverage of fixed expenses as a result of the increased revenue, with the main driver being decreased occupancy expense, partially offset by increased performance-based compensation expense.

	Three Months Ended									Six Months Ended
	October 31, 2020			November 2, 2019			% Change			July 31, 2021			August 1, 2020			% Change
	(dollars in thousands)									(dollars in thousands)
Net sales	$	90,021		$	92,899			(3.1	)%	$	174,790		$	118,897			47.0	%
Operating income	$	6,766		$	4,369			54.9	%
Operating loss										$	(224	)	$	(21,924	)		99.0	%
Operating margin		7.5	%		4.7	%					(0.1	)%		(18.4	)%

Net sales from Schuh Group ~~decreased 3.1%~~increased 47.0% to ~~$90.0~~$174.8 million for the ~~third quarter ended October 31, 2020,~~first six months of Fiscal 2022 compared to ~~$92.9~~$118.9 million for the ~~third quarter ended November 2, 2019,~~first six months of Fiscal 2021 primarily due to ~~lower~~increased store ~~comparable~~ sales, ~~partially offset by increased digital comparable growth and~~resulting from the reopening of stores that were closed during the first six months of Fiscal 2021 due to the COVID-19 pandemic, the favorable impact of ~~$4.4~~$17.4 million due to changes in foreign exchange ~~rates. While total sales decreased 3%, total~~rates and increased digital comparable ~~sales increased 1% for the third quarter this year. Schuh Group operated 127 stores at the end~~sales. Stores were open almost 60% of the ~~third quarter~~possible operating days during the first six months of Fiscal ~~2021,~~2022 compared to ~~131 stores at~~49% of possible operating days during the ~~end~~first six months of ~~the third quarter last year.~~Fiscal 2021.

Schuh Group had an operating ~~income~~loss of ~~$6.8~~$0.2 million for the ~~third quarter ended October 31, 2020~~first six months of Fiscal 2022 compared to ~~$4.4~~an operating loss of $21.9 million for the ~~third quarter ended November 2, 2019.~~first six months of Fiscal 2021. The ~~increased~~decrease in operating ~~income~~loss this year reflects (i) increased net sales, (ii) increased gross margin as a percentage of net sales, reflecting less promotional activity and decreased shipping and warehouse expense and (iii) decreased selling and administrative expenses as a percentage of net sales, reflecting decreased occupancy expense primarily as a result of rent abatement agreements with our landlords and savings from the government program in the U.K. providing property tax relief, grant income from the U.K. and ~~decreased selling salaries~~ROI governments, reduced expenses and ~~depreciation expense,~~greater leverage of fixed expenses as a result of the increased net sales, partially offset by increased ~~advertising~~marketing and credit card expenses. Gross margin decreased as a percentage of net sales, reflecting higher shipping and warehouse expense from higher e-commerce sales and a higher penetration of sale product. In addition, operating income included a favorable impact of $0.3 million due to changes in foreign exchange rates compared to last year.performance-based compensation expense.

	Three Months Ended									Six Months Ended
	October 31, 2020			November 2, 2019			% Change			July 31, 2021			August 1, 2020			% Change
	(dollars in thousands)									(dollars in thousands)
Net sales	$	39,655		$	72,703			(45.5	)%	$	109,921		$	62,946			74.6	%
Operating income (loss)	$	(11,137	)	$	3,715		NM			$	771		$	(27,827	)	NM
Operating margin		(28.1	)%		5.1	%					0.7	%		(44.2	)%

Johnston & Murphy Group net sales ~~decreased 45.5%~~increased 74.6% to ~~$39.7~~$109.9 million for the ~~third quarter ended October 31, 2020~~first six months of Fiscal 2022 from ~~$72.7~~$62.9 million for the ~~third quarter ended November 2, 2019,~~first six months of Fiscal 2021, primarily due to ~~lower~~increased store sales, resulting from the reopening of stores closed during the first six months of Fiscal 2021 due to the COVID-19 pandemic, and increased wholesale sales and digital comparable ~~sales, store closures and lower wholesale~~ sales. ~~Total comparable sales decreased 43% for Johnston & Murphy Group for the third quarter this year.~~ Retail operations accounted for ~~69.7%~~78.2% of Johnston & Murphy Group's sales in the ~~third quarter~~first six months of Fiscal ~~2021, down~~2022, up from ~~71.6%~~74.8% in the ~~third quarter~~first six months of last year. The store count for Johnston & Murphy retail operations at the end of the third quarter of Fiscal 2021 was 181 stores, including eight stores in Canada, compared to 179 stores, including eight stores in Canada, at the end of the third quarter of Fiscal 2020.

Johnston & Murphy Group had operating income of $0.8 million for the first six months of Fiscal 2022 compared to an operating loss of ~~$11.1~~$27.8 million for the ~~third quarter ended October 31, 2020 compared to~~first six months of Fiscal 2021. The increase of $28.6 million of operating income ~~of $3.7 million for the same period last year. The decrease~~ was primarily due to (i) ~~decreased~~increased net sales, (ii) ~~decreased~~increased gross margin as a percentage of net sales reflecting ~~more closeouts at wholesale, incremental~~decreased retail markdowns, decreased inventory reserves, ~~higher markdowns at retail and increased~~decreased shipping and warehouse expense ~~from~~and a higher ~~e-commerce sales~~mix of retail product and (iii) ~~increased~~decreased selling and administrative expenses as a percentage of net sales ~~reflecting the inability to leverage expenses on lower sales~~ due to reduced expenses, especially occupancy expense, and greater leverage of fixed expenses as a result of the ~~COVID-19 pandemic.~~increased net sales, partially offset by increased performance-based compensation expense.

	Three Months Ended									Six Months Ended
	October 31, 2020			November 2, 2019			% Change			July 31, 2021			August 1, 2020			% Change
	(dollars in thousands)									(dollars in thousands)
Net sales	$	31,922		$	16,726			90.9	%	$	86,344		$	43,050			100.6	%
Operating income (loss)	$	792		$	(27	)	NM			$	3,552		$	(3,723	)	NM
Operating margin		2.5	%		(0.2	)%					4.1	%		(8.6	)%

25Licensed Brands' net sales increased 100.6% to $86.3 million for the first six months of Fiscal 2022, from $43.1 million for the first six months of Fiscal 2021, reflecting primarily the growth of the Levi’s footwear business as well as increased sales in all of our other licensed brands as customers began to recover from the COVID-19 pandemic and we were able to drive more orders.

Licensed Brands' operating income was $3.6 million for the first six months of Fiscal 2022 compared to an operating loss of $3.7 million in the first six months of Fiscal 2021. The $7.3 million increase in operating income was primarily due to (i) increased net sales, (ii) increased gross

~~Licensed Brands'~~margin as a percentage of net sales ~~increased 90.9% to $31.9 million for~~as the ~~third quarter ended October 31, 2020, from $16.7 million for the same period last~~prior year ~~reflecting increased sales related to the Togast~~gross margin was impacted by pre-Togast acquisition ~~partially offset by decreased sales of Dockers footwear.~~

Licensed Brands' operating income was $0.8 million for the third quarter of Fiscal 2021 compared to a very small loss in the third quarter of Fiscal 2020. The increase was primarily due to increased net salesroyalty and commission cost and (iii) decreased selling and administrative expenses as a percentage of net sales reflecting multiple expense category fluctuations primarily as a result of the Togast acquisition. The decrease in gross margin as a percentage of net sales for Licensed Brands was impacted by pre-acquisition royaltydecreased bad debt, compensation and ~~commission cost on legacy Togast product sales. As the legacy Togast products comprise less of the overall sales mix of Licensed Brands, we expect the gross margin to improve.~~

Corporate and other expense for the third quarter ended October 31, 2020 was $12.3 million compared to $11.1 million for third quarter ended November 2, 2019. Corporate expense in the third quarter of Fiscal 2021 included a $6.4 million charge in asset impairment and other charges for retail store asset impairments. Corporate expense in the third quarter of Fiscal 2020 included a $0.8 million charge in asset impairment and other charges for retail store and intangible asset impairments. Corporateshipping expenses, ~~excluding asset impairment and other charges, decreased 42% reflecting decreased bonus and compensation expenses.~~

Net interest expense increased to $1.4 million in the third quarter of Fiscal 2021 compared to net interest expense of $0.6 million for the third quarter of Fiscal 2020 reflecting increased average borrowings and lower rates on short-term investments in the third quarter this year.

~~Results of Operations – Nine Months Fiscal 2021 Compared to Nine Months Fiscal 2020~~

Our net sales in the nine months ended October 31, 2020 decreased 24.3% to $1.15 billion compared to $1.52 billion in the nine months ended November 2, 2019, driven by store closures in response to the COVID-19 pandemic where stores were operating 71% of days during the nine months this year, lower store comparable sales, reflecting lower store traffic, and lower wholesale sales, partially offset by digital comparable growth of 88%. Gross margin decreased 31.2% to $512.6 million in the first nine months of Fiscal 2021 from $745.6 million in the same period last year, and decreased as a percentage of net sales from 49.1% to 44.6%, reflecting decreased gross margin as a percentage of net sales in all of our business units primarily due to higher shipping and warehouse expenses from the increase in penetration of e-commerce, incremental inventory reserves taken at Johnston & Murphy Group, the mix of our businesses and increased promotional activity at Schuh Group. Selling and administrative expenses in the first nine months of Fiscal 2021 decreased 16.8% but increased as a percentage of net sales from 46.5% to 51.1%, reflecting increased expenses as a percentage of net sales at Journeys Group and Johnston & Murphy Group, partially offset by decreased expenses as a percentage of net sales at Schuh Group, Licensed Brands and Corporate. Disciplined expense management, including reduced selling salaries, occupancy, bonus and compensation expenses drove the reduction in expense dollars. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.

The pretax loss for the nine months ended October 31, 2020 was $173.5 million compared to pretax earnings of $37.5 million for the nine months ended November 2, 2019. The pretax loss for the nine months ended October 31, 2020 included a goodwill impairment charge of $79.3 million and an asset impairment and other charge of $16.0 million for retail store and intangible asset impairments, partially offset by the release of an earn-out related to the Togast acquisition. Pretax earnings for the nine months ended November 2, 2019 included an asset impairment and other charge of $1.8 million for retail store asset and intangible impairments.

The net loss for the nine months ended October 31, 2020 was $146.3 million, or $10.31 diluted loss per share compared to net earnings of $25.8 million, or $1.60 diluted earnings per share for the nine months ended November 2, 2019. We recorded an effective income tax rate of 15.8% and 30.0% in the first nine months of Fiscal 2021 and Fiscal 2020, respectively. The tax rate for the first nine months of Fiscal 2021 is lower than last year primarily due to the impact of our performance in foreign jurisdictions for which no income tax benefit or expense is recorded in Fiscal 2021. As of the third quarter of Fiscal 2021 we have a valuation allowance against certain tax attributes in all of our foreign jurisdictions due to their history of cumulative losses. The tax impact of our foreign jurisdictions and the non-deductibility of the goodwill impairment charge were offset by the benefit we expect to realize from a carryback of our U.S. results to a prior tax period. The tax rate for Fiscal 2020 also included an uncertain tax position of $0.2 million. The tax rate for the first nine months of Fiscal 2021 and Fiscal 2020 was also impacted by $1.1 million tax expense and $0.1 million tax benefit, respectively, due to the impact of ASU 2016-09 related to the vesting of restricted stock.

Net sales from Journeys Group decreased 23.2% to $763.2 million for the nine months ended October 31, 2020, compared to $994.1 million for the same period last year, primarily due to store closures in response to the COVID-19 pandemic and lower store comparable sales, reflecting decreased store traffic, partially offset by increased ~~digital comparable growth.~~

Journeys Group had an operating loss of $2.9 million for the nine months ended October 31, 2020 compared to operating income of $59.3 million for the nine months ended November 2, 2019. The decrease in operating income for Journeys Group was due to (i) decreased net sales (ii) decreased gross margin as a percentage of net sales, primarily reflecting higher shipping and warehouse expense from higher e-commerce sales and (iii) increased selling and administrative expenses as a percentage of net sales, reflecting increased occupancy, depreciation, freight, compensation and advertising expenses, partially offset by decreased bonus expenses and selling salaries.

Net sales from Schuh Group decreased 20.3% to $208.9 million for the nine months ended October 31, 2020, compared to $262.2 million for the nine months ended November 2, 2019, primarily due to store closures in response to the COVID-19 pandemic and lower store comparable sales, partially offset by increased digital comparable growth and the favorable impact of $2.0 million due to changes in foreign exchange rates.

Schuh Group had an operating loss of $15.2 million for the nine months ended October 31, 2020 compared to $1.0 million for the nine months ended November 2, 2019. The increased operating loss this year reflects decreased net sales and decreased gross margin as a percentage of net sales, reflecting higher shipping and warehouse expense from higher e-commerce sales and increased promotional activity. Schuh Group’s selling and administrative expenses as a percentage of net sales for the nine months ended October 31, 2020 decreased this year, reflecting decreased occupancy expense, as a result of rent abatement agreements with our landlords and savings from the government program in the U.K. providing property tax relief, and decreased selling salaries, partially offset by increased advertising, compensation and credit card expenses and professional fees. In addition, the operating loss included a favorable impact of $1.0 million due to lower exchange rates compared to last year.

Johnston & Murphy Group net sales decreased 52.2% to $102.6 million for the first nine months ended October 31, 2020 from $214.7 million for the first nine months ended November 2, 2019, primarily due to store closures in response to the COVID-19 pandemic, lower store comparable sales and lower wholesale sales, partially offset by increased digital comparable growth. Retail operations accounted for 72.8% of Johnston & Murphy Group's sales in the first nine months of Fiscal 2021, down from 73.4% in the first nine months last year.

Johnston & Murphy Group had an operating loss of $39.0 million for the first nine months ended October 31, 2020 compared to operating income of $10.3 million for the same period last year. The decrease was primarily due to (i) decreased net sales, (ii) decreased gross margin as a percentage of net sales, reflecting incremental inventory reserves, higher markdowns at retail and increased shipping and warehouse expense from higher e-commerce sales and (iii) increased selling and administrative expenses as a percentage of net sales, reflecting the inability to leverage expenses on lower sales due to the COVID-19 pandemic.

Licensed Brands' net sales increased 54.9% to $75.0 million for the first nine months ended October 31, 2020, from $48.4 million for the same period last year, reflecting increased sales related to the Togast acquisition, partially offset by decreased sales of Dockers footwear.

Licensed Brands' operating loss was $2.9 million for the first nine months of Fiscal 2021 compared to operating income of $0.2 million for the first nine months of Fiscal 2020. The decrease was primarily due to decreased gross margin as a percentage of net sales as gross margin was impacted by pre-acquisition royalty and commission cost on legacy Togast product sales. As the legacy Togast products comprise less of the overall sales mix of Licensed Brands, we expect the gross margin to improve. Licensed Brands’ selling and administrative expenses decreased as a percentage of net sales, reflecting multiple expense category fluctuations as a result of both acquiring the Togast business, which carries lower expenses as a percentage of net sales than the historic business, and the impact of the COVID-19 pandemic, including higher bad debt expenses for the nine months ended October 31, 2020.performance-based compensation expense.

Corporate and other expense for the first ~~nine~~six months ~~ended October 31, 2020~~of Fiscal 2022 was ~~$30.6~~$39.2 million compared to ~~$30.7~~$18.4 million for first ~~nine~~six months ~~ended November 2, 2019.~~of Fiscal 2021. Corporate expense in the first ~~nine~~six months of Fiscal 2022 included a $9.7 million charge in asset impairment and other charges for professional fees related to the actions of an activist shareholder and retail store asset impairments, partially offset by an insurance gain. Corporate expense in the first six months of Fiscal 2021 included a ~~$16.0~~$9.6 million charge in asset impairment and other charges for retail store and intangible asset impairments, partially offset by the release of an ~~earn-out~~earnout related to the Togast acquisition. ~~Corporate~~The corporate expense ~~in the first nine months of Fiscal 2020 included a $1.8 million charge in asset impairment and other charges for retail store and intangible asset impairments. Corporate expenses,~~increase, excluding asset impairment and other charges, ~~decreased 49% reflecting decreased bonus and~~reflected increased performance-based compensation ~~expenses.~~expense.

Additionally, the first six months of Fiscal 2021 included a goodwill impairment charge of $79.3 million.

Net interest expense ~~increased~~decreased to ~~$4.2~~$1.3 million infor the first ~~nine~~six months of Fiscal 2022 compared to net interest expense of $2.8 million for the first six months of Fiscal 2021 ~~compared to $0.8 million for~~primarily reflecting decreased average borrowings in the first ~~nine~~six months ~~of Fiscal 2020 reflecting increased average borrowings and lower interest rates on short-term investments.~~this year.

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

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

Our business is seasonal, with our investment in inventory and accounts receivable normally reaching peaks in the spring and fall of each year. Historically, cash flows from operations typically have been generated principally in the fourth quarter of each fiscal year.

	Nine Months Ended									Six Months Ended
Cash flow changes:	October 31, 2020			November 2, 2019			Increase (Decrease)			July 31, 2021			August 1, 2020			Increase (Decrease)
	(in millions)
(in millions)
Net cash provided by operating activities	$	51.3		$	2.8		$	48.5		$	125.8		$	46.6		$	79.2
Net cash provided by (used in) investing activities		(18.1	)		77.3			(95.4	)
Net cash used in financing activities		(1.8	)		(191.3	)		189.5
Net cash used in investing activities											(19.5	)		(10.5	)		(9.0	)
Net cash provided by (used in) financing activities											(18.1	)		179.2			(197.3	)
Effect of foreign exchange rate fluctuations on cash		2.2			(0.3	)		2.5			0.7			2.4			(1.7	)
Increase (decrease) in cash and cash equivalents	$	33.6		$	(111.5	)	$	145.1
Increase in cash and cash equivalents										$	88.9		$	217.7		$	(128.8	)

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

Cash provided by operating activities was ~~$48.5~~$79.2 million higher for the ~~nine~~first six months ~~ended October 31, 2020~~of Fiscal 2022 compared to the ~~same period last year,~~first six months of Fiscal 2021, reflecting primarily the following factors:

Cash used in investing activities was $9.0 million higher for the first six months of Fiscal 2022 as compared to the first six months of Fiscal 2021 reflecting increased capital expenditures primarily related to digital and omnichannel initiatives.

Cash provided by ~~investing~~financing activities was ~~$95.4~~$197.3 million lower for the ~~nine~~first six months ~~ended October 31, 2020~~of Fiscal 2022 as compared to the first six months of Fiscal 2021 reflecting ~~the receipt of proceeds from the sale of Lids Sports Group in the prior year.~~

~~Cash used by financing activities was $189.5 million~~ lower ~~for the nine months ended October 31, 2020 reflecting share repurchases last~~revolver borrowings this year.

We have three principal sources of liquidity: cash flow from operations, cash and cash equivalents on hand and our credit facilities discussed in Item 8, Note 7,9, "Long-Term Debt", to our Consolidated Financial Statements included in our Annual Report on Form 10-K for Fiscal ~~2020 and in Item 1, Note 7 “Long-Term Debt”, to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.~~2021.

~~On June 5, 2020,~~As of July 31, 2021, we ~~entered into a Second Amendment to~~have borrowed $15.8 million (£11.4 million) under our Credit Facility ~~to, among other things, increase the Total Commitments for the revolving loans from $275.0~~and $4.2 million to $332.5 million, establish a FILO tranche of indebtedness of $17.5 million, for $350.0 million total capacity, increase pricing on the revolving loans, modify certain covenant and reporting terms and pledge additional collateral. As of October 31, 2020, we have borrowed $32.9 million under our Credit Facility.

On October 9, 2020, Schuh entered into a Facility Letter with Lloyds under the U.K.'s Coronavirus Large Business Interruption Loan Scheme pursuant to which Lloyds made available a RCF of £19.0 million for the purpose of refinancing Schuh's existing indebtedness with Lloyds. The RCF expires in October 2023. As of October 31, 2020, we have not borrowed(£3.0 million) under the Schuh Facility Letter.We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Letter as of July 31, 2021.

During the second quarter of Fiscal 2022, we paid off the $17.5 million FILO loan of our Credit Facility.

In the fourth quarter of Fiscal 2021, we implemented tax strategies allowed under the 5-year carryback provisions in the CARES Act which we believe will generate approximately $55 million of net tax refunds. Through the end of the second quarter of Fiscal 2022, we have received approximately $32 million of such refunds and expect to receive the balance over the remainder of Fiscal 2022 which may extend into Fiscal 2023.

Our performance-based compensation plans are designed to be self-funded by our improved operating results on a year-over-year basis. If the improvement in our operating results continues for the remainder of Fiscal 2022, we may be required to pay larger than normal performance-based compensation in the first quarter of Fiscal 2023.

As we manage through the impacts of the COVID-19 pandemic in Fiscal ~~2021,~~2022, we have access to our existing cash, as well as our available credit facilities to meet short-term liquidity needs. We believe that cash on hand, cash provided by operations and borrowings under our amended Credit Facility and the Schuh Facility Letter will be sufficient to support our near-term liquidity. In the fourth quarter of Fiscal 2021, we intend to implement tax mechanisms allowed under the 5-year carryback provisions in the CARES Act which could generate significant cash inflows in Fiscal 2022.liquidity

Our contractual obligations at ~~October~~July 31, ~~2020~~2021 decreased approximately 4% compared to ~~February 1, 2020~~January 30, 2021 primarily due to decreased ~~lease and~~ purchase obligations ~~partially offset by increased~~and long-term debt.

We do not currently have any longer-term capital expenditures or other cash requirements other than as set forth above and in the contractual obligations table as disclosed in Item 7 of our Fiscal 2021 Form 10-K. We also do not currently have any off-balance sheet arrangements.

Total capital expenditures in Fiscal ~~2021~~2022 are expected to be approximately ~~$25~~$35 million to ~~$30 million. These include retail capital expenditures~~$40 million of which approximately $10 million to $12 million to open approximately six Journeys stores, three Journeys Kidz stores, one Schuh store and four Johnston & Murphy shops and factory stores and to complete approximately 16 major store renovations. Additionally, we expect capital expenditures of approximately $14 million to $16 million in71% is for computer hardware, software and warehouse enhancements for initiatives to drive traffic and ~~enhance~~ omni-channel capabilities. ~~The amount of~~Planned capital expenditures ~~in Fiscal 2021~~excludes approximately $11 million, net of tenant allowance, for ~~wholesale operations and other purposes is expected to be approximately $1 million to $2 million, primarily for~~the new ~~systems.~~Corporate Headquarters building.

We did not repurchase any shares during the ~~nine months ended October 31, 2020.~~second quarter of Fiscal 2022 or Fiscal 2021. We have $89.7 million remaining as of ~~October~~July 31, ~~2020~~2021 under our current $100.0 million share repurchase authorization. ~~We repurchased 4,570,015 shares for $189.4 million during the nine months ended November 2, 2019 under a prior share repurchase authorization.~~

We are subject to certain loss contingencies related to environmental proceedings and other legal matters, including those disclosed in Item 1, Note 9, "Legal ~~Proceedings and Other Matters"~~Proceedings", to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Descriptions of the recently issued accounting pronouncements, if any, and the accounting pronouncements adopted by us during the ~~three months ended October 31, 2020~~second quarter of Fiscal 2022 are included in Note 1 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

We incorporate by reference the information regarding market risk appearing in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Financial Market Risk” in our Annual Report on Form 10-K for the fiscal year ended ~~February 1, 2020.~~January 30, 2021. There have been no material changes to our exposure to market risks from those disclosed in the Form 10-K.

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

Based on their evaluation as of ~~October~~July 31, ~~2020,~~2021, the principal executive officer and principal financial officer of the Company have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during our ~~third~~second quarter of Fiscal 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We incorporate by reference the information regarding legal proceedings in Item 1, Note 9, of“Legal Proceedings”, to our Condensed Consolidated Financial ~~Statements.~~Statements included in this Quarterly Report on Form 10-Q.

You should carefully consider ~~the risk factors below and~~ the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended ~~February 1, 2020,~~January 30, 2021, and in the Quarterly Report on Form 10-Q for the quarter ended May ~~2, 2020~~1, 2021 (the “Quarterly Report”), which could materially affect our business, financial condition or future results. The risks described in this report, in our Annual Report and the Quarterly Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

Our business is subject to risks, or public perception of risks, arising from public health and safety crises, including pandemics, which have impacted, and may in the future impact, our wholesale and retail demand and supply chains. On March 18, 2020, we temporarily closed all of our North American stores, on March 23, 2020, we temporarily closed all our stores in the United Kingdom and Republic of Ireland and on March 26, 2020, we closed temporarily our e-commerce business in the U.K. in response to the COVID-19 pandemic. Effective April 3, 2020, our U.K.-based Schuh business announced that it had reopened its e-commerce operations in compliance with government health and safety practices. On March 27, 2020, we announced that we were adjusting our operational needs, including a significant reduction of expense, capital and planned inventory receipts. As part of these measures, we made the decision to temporarily reduce compensation of certain members of senior management and the Board of Directors. In addition, we furloughed all our full-time store employees in North America and our store and distribution center employees in the United Kingdom. We also furloughed employees and reduced headcount in our corporate offices, call centers and distribution centers. Our wholesale partner stores also closed or substantially reduced operating hours. Beginning on May 1, 2020, we began to re-open stores based on the pertinent state and local orders, and as of October 31, 2020, we have reopened most of our stores. We have also returned (some) employees off furlough status and restored all senior management and board compensation.

The COVID-19 pandemic has created significant uncertainty regarding the impact on the global and U.S. economy, the breadth and severity of business, government restrictions on business operations, fiscal and monetary responses to the pandemic, and consumer demand. While, as of October 31, 2020, most of our stores have reopened the pandemic is continuing to have a significant impact on our business. The duration of the COVID-19 pandemic and its impact over the longer term are uncertain and cannot be predicted at this time, but we have already experienced significant declines in net sales and net earnings (loss). Our results have been negatively impacted by various factors related to the pandemic such as:

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

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

As permitted by the CARES Act, we have deferred payroll and other tax payments and are applying for additional payroll tax credits. We also expect to make certain tax accounting method changes pursuant to the 5-year carryback provision under the CARES Act which we believe could result in significant cash flows in Fiscal 2022. We continue to review and may seek other available benefits under CARES Act. We cannot predict the manner in which such benefits will be allocated or administered and we cannot assure you that we will be able to access such benefits in a timely manner or at all. Certain of the benefits under the CARES Act have not previously been administered on the present scale or at all. Government or third-party program administrators may impose additional conditions and restrictions on our operations and the benefits may otherwise provide less relief than we contemplate. If the U.S. government, the U.K. government or any other governmental authority agrees to provide crisis relief assistance that we accept, it may impose certain requirements on the recipients of the aid, including restrictions on executive officer compensation, dividends, prepayment of debt, limitations on debt and other similar restrictions that will apply for a period of time after the aid is repaid or redeemed in full. We cannot assure you that any such government crisis relief assistance will not significantly limit our corporate activities or be on terms that are favorable to us. Such restrictions and terms could adversely impact our business and operations.

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

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

Our business and results of operations are subject to uncertainties arising out of world and domestic events, which may impact not only consumer demand, but also our ability to obtain the products we sell, most of which are produced outside the countries in which we operate, and our ability to operate in certain markets. These uncertainties may include a global economic slowdown, changes in consumer spending or

travel, increase in fuel prices, and the economic consequences of pandemics, natural disasters, military action, riots, civil insurrection or social unrest, looting, protests, strikes, street demonstrations or terrorist activities and increased regulatory and compliance burdens related to governmental actions in response to a variety of factors, including but not limited to national security and anti-terrorism concerns and concerns about climate change. Any future events arising as a result of terrorist activity or other world events may have a material adverse impact on our business, including the demand for and our ability to source products and damage to our physical stores, and consequently on our results of operations and financial condition.

ISSUER PURCHASES OF EQUITY SECURITIES

Period

(a) Total
Number of
Shares
Purchased

(b) Average
Price
Paid
per Share

(c) Total
Number of
Shares
Purchased
as Part
of Publicly
Announced
Plans or
Programs

(d) Maximum
Number
(or Approximate
Dollar Value)
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs

August 2020

8-2-20 to 8-29-20

—

$
—

—

$
—

September 2020

8-30-20 to 9-26-20

—

$
—

—

$
—

October 2020

9-27-20 to 10-31-20 ⁽¹⁾

14

$
19.01

—

$
—

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

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
May 2021
5-2-21 to 5-29-21		—	$	—		—	$	—

June 2021
5-30-21 to 6-26-21		—	$	—		—	$	—

July 2021
6-27-21 to 7-31-21 ⁽¹⁾		64,535	$	63.16		—	$	—

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

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

Tennessee		62-0211340
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Genesco Park,	1415 Murfreesboro Pike	37217-2895
Nashville,	Tennessee	(Zip Code)
(Address of principal executive offices)

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


Part I. Financial Information
Item 1. Financial Statements (unaudited):
Condensed Consolidated Balance Sheets – ~~October~~July 31, ~~2020, February~~2021, January 30, 2021 and August 1, 2020 ~~and November 2, 2019~~	4
Condensed Consolidated Statements of Operations - Three and ~~Nine~~Six Months ended ~~October~~July 31, ~~2020~~2021 and ~~November 2, 2019~~August 1, 2020	5
Condensed Consolidated Statements of Comprehensive Income - Three and ~~Nine~~Six Months ended ~~October~~July 31, ~~2020~~2021 and ~~November 2, 2019~~August 1, 2020	6
Condensed Consolidated Statements of Cash Flows – ~~Three and Nine~~Six Months ended ~~October~~July 31, ~~2020~~2021 and ~~November 2, 2019~~August 1, 2020	7
Condensed Consolidated Statements of Equity - Three and ~~Nine~~Six Months ended ~~October~~July 31, ~~2020~~2021 and ~~November 2, 2019~~August 1, 2020	8
Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	2118
Item 3. Quantitative and Qualitative Disclosures about Market Risk	3027
Item 4. Controls and Procedures	3027
Part II. Other Information	3128
Item 1. Legal Proceedings	3128
Item 1A. Risk Factors	3128
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3328
Item 6. Exhibits	3429
Signature	3530

(In thousands)	Schuh Group			Journeys Group			Licensed Brands Group		Total Goodwill
Balance, February 1, 2020	$	84,069		$	9,730		$	28,385	$	122,184
Change in opening balance sheet		0			0			77		77
Impairment		(79,259	)		0			0		(79,259	)
Effect of foreign currency exchange rates		(4,810	)		(63	)		0		(4,873	)
Balance, October 31, 2020	$	0		$	9,667		$	28,462	$	38,129

(In thousands)	Journeys Group		Licensed Brands Group			Total Goodwill
Balance, January 30, 2021	$	10,082	$	28,468		$	38,550
Effect of foreign currency exchange rates		238		(1	)		237
Balance, July 31, 2021	$	10,320	$	28,467		$	38,787


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended ~~October~~July 31, ~~2020~~2021


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

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

Nine Months Ended October 31, 2020 (In thousands)	Journeys Group			Schuh Group			Johnston & Murphy Group			Licensed Brands			Corporate & Other			Consolidated
Sales	$	763,238		$	208,918		$	102,601		$	76,381		$	0		$	1,151,138
Intercompany sales		0			0			0			(1,409	)		—			(1,409	)
Net sales to external customers	$	763,238		$	208,918		$	102,601		$	74,972		$	—		$	1,149,729
Segment operating loss	$	(2,888	)	$	(15,158	)	$	(38,964	)	$	(2,931	)	$	(14,675	)	$	(74,616	)
Goodwill impairment⁽¹⁾		0			0			0			0			79,259			79,259
Asset impairments and other⁽²⁾		0			0			0			0			15,953			15,953
Operating loss		(2,888	)		(15,158	)		(38,964	)		(2,931	)		(109,887	)		(169,828	)
Other components of net periodic benefit income		0			0			0			0			(488	)		(488	)
Interest expense		0			0			0			0			4,429			4,429
Interest income		0			0			0			0			(251	)		(251	)
Earnings (loss) from continuing operations before income taxes	$	(2,888	)	$	(15,158	)	$	(38,964	)	$	(2,931	)	$	(113,577	)	$	(173,518	)
Depreciation and amortization		21,962			7,077			4,309			1,066			1,139			35,553
Capital expenditures		11,653			2,412			3,356			198			538			18,157

Six Months Ended July 31, 2021
(In thousands)	Journeys Group		Schuh Group			Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Sales	$	722,823	$	174,790		$	109,921	$	86,798		$	0		$	1,094,332
Intercompany sales		0		0			0		(454	)		—			(454	)
Net sales to external customers	$	722,823	$	174,790		$	109,921	$	86,344		$	—		$	1,093,878
Segment operating income (loss)	$	63,492	$	(224	)	$	771	$	3,552		$	(29,423	)	$	38,168
Asset impairments and other⁽¹⁾		0		0			0		0			(9,740	)		(9,740	)
Operating income (loss)		63,492		(224	)		771		3,552			(39,163	)		28,428
Other components of net periodic benefit cost		0		0			0		0			(17	)		(17	)
Interest expense		0		0			0		0			(1,621	)		(1,621	)
Interest income		0		0			0		0			275			275
Earnings (loss) from continuing operations before income taxes	$	63,492	$	(224	)	$	771	$	3,552		$	(40,526	)	$	27,065
Depreciation and amortization	$	14,389	$	3,681		$	2,312	$	554		$	698		$	21,634
Capital expenditures		13,773		1,227			2,562		480			1,503			19,545

Six Months Ended August 1, 2020
(In thousands)	Journeys Group			Schuh Group			Johnston & Murphy Group			Licensed Brands			Corporate & Other			Consolidated
Sales	$	445,556		$	118,897		$	62,946		$	43,795		$	0		$	671,194
Intercompany sales		0			0			0			(745	)		—			(745	)
Net sales to external customers	$	445,556		$	118,897		$	62,946		$	43,050		$	—		$	670,449
Segment operating loss	$	(26,923	)	$	(21,924	)	$	(27,827	)	$	(3,723	)	$	(8,762	)	$	(89,159	)
Goodwill impairment⁽¹⁾		0			0			0			0			(79,259	)		(79,259	)
Asset impairments and other⁽²⁾		0			0			0			0			(9,594	)		(9,594	)
Operating loss		(26,923	)		(21,924	)		(27,827	)		(3,723	)		(97,615	)		(178,012	)
Other components of net periodic benefit income		0			0			0			0			306			306
Interest expense		0			0			0			0			(3,014	)		(3,014	)
Interest income		0			0			0			0			240			240
Earnings (loss) from continuing operations before income taxes	$	(26,923	)	$	(21,924	)	$	(27,827	)	$	(3,723	)	$	(100,083	)	$	(180,480	)
Depreciation and amortization	$	14,724		$	4,957		$	2,928		$	823		$	778		$	24,210
Capital expenditures		5,852			1,838			2,568			75			309			10,642

Nine Months Ended November 2, 2019 (In thousands)	Journeys Group		Schuh Group			Johnston & Murphy Group		Licensed Brands		Corporate & Other			Consolidated
Sales	$	994,067	$	262,219		$	214,704	$	48,392	$	105		$	1,519,487
Intercompany sales		0		0			0		0		—			0
Net sales to external customers	$	994,067	$	262,219		$	214,704	$	48,392	$	105		$	1,519,487
Segment operating income (loss)	$	59,260	$	(1,020	)	$	10,339	$	151	$	(28,898	)	$	39,832
Asset impairments and other⁽¹⁾		0		0			0		0		1,843			1,843
Operating income (loss)		59,260		(1,020	)		10,339		151		(30,741	)		37,989
Other components of net periodic benefit income		0		0			0		0		(271	)		(271	)
Interest expense		0		0			0		0		2,491			2,491
Interest income		0		0			0		0		(1,708	)		(1,708	)
Earnings (loss) from continuing operations before income taxes	$	59,260	$	(1,020	)	$	10,339	$	151	$	(31,253	)	$	37,477
Depreciation and amortization		21,714		8,745			4,608		383		1,848			37,298
Capital expenditures		12,983		3,749			3,953		328		375			21,388

	October 31, 2020		February 1, 2020		November 2, 2019
	(in millions)
Cash and cash equivalents	$	115.1	$	81.4	$	55.8
Working capital	$	151.3	$	146.2	$	152.3
Long-term debt (including current portion)	$	32.9	$	14.4	$	79.5

•	The effects of the COVID-19 pandemic on the global economy, including a prolonged recession and the deterioration of economic conditions in the markets where we operate, could result in customers having less disposable income which could lead to reduced sales of our products;
•	To the extent that our target customer demographic is disproportionately impacted by continued significant unemployment, the lack of further government stimulus or otherwise as a result of the COVID-19 pandemic, our business may be further adversely affected;
•	~~The effects of COVID-19 could further delay inventory production and fulfillment, and our release or delivery of new product offerings or require us to make unexpected changes to our offerings;~~

•	If “Shelter in Place” or “Stay-at-Home” orders, or similar mandates are implemented in any of our markets, our store and e-commerce operations might be disrupted because employees could be unable to report to work and/or store traffic and customer demand might be reduced;
•	Our business is dependent on sales in our brick and mortar locations, which have a high fixed cost component. The impact of the pandemic has shifted some consumer demand to digital, and we may not be able to reduce our fixed costs in the near term or scale our e-commerce businesses quickly enough to meet demand, particularly if the mix of online and in-store demand does not return to historical levels;
•	~~While we are making efforts to further reduce operating costs and conserve cash, we may not be successful in doing so;~~
•	We have been engaged in discussions with our landlords and other vendors to obtain rent and other relief, and while we have had some success in entering into rent abatement agreements with certain landlords in the past, there are no assurances that we will be successful in these endeavors in the future. As a result, we may be subject to litigation or other claims;
•	Borrowings or capacity under our Credit Facility may not be adequate to provide necessary liquidity at the parent or subsidiary level if the pandemic continues for an extended period, and we may not have access to additional sources of capital;
•	~~After the pandemic has subsided, fear of COVID-19, and/or recurrence of the outbreak could cause customers to avoid public places where our stores are located such as malls, outlets, and airports;~~

•	~~We could experience further incremental costs associated with efforts to mitigate the effects of the COVID-19 pandemic, including increased freight and logistics costs and other expenses; and~~
•	We may be required to revise certain accounting estimates and judgments such as, but not limited to, those related to the valuation of inventory, goodwill, long-lived assets and deferred tax assets, which could have a material adverse effect on our financial position and results of operations.

Exhibit Index

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

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

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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



	Genesco Inc.

	By:			/s/ ~~Mimi E. Vaughn~~Thomas A. George
				~~Mimi E. Vaughn~~Thomas A. George
				Senior Vice President - Finance and Interim Chief ~~Executive~~Financial Officer