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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Feb. 02, 2019	Mar. 15, 2019	Aug. 04, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	GENESCO INC
Entity Central Index Key	0000018498
Document Type	10-K
Document Period End Date	Feb. 02, 2019
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--02-02
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth	false
Entity Small Business	false
Entity Shell Company	false
Entity Public Float			$ 837,000,000
Entity Common Stock, Shares Outstanding		18,348,828

Consolidated Balance Sheets - USD ($) $ in Thousands	Feb. 02, 2019	Feb. 03, 2018
Current Assets:
Cash and cash equivalents	$ 167,355	$ 39,937
Accounts receivable, net of allowances of $2,894 at February 2, 2019 and $4,593 at February 3, 2018	132,390	33,614
Inventories	366,667	388,410
Prepaids and other current assets	64,634	54,031
Current assets - discontinued operations	0	177,096
Total current assets	731,046	693,088
Property and equipment:
Land	7,953	8,047
Buildings and building equipment	82,621	79,656
Computer hardware, software and equipment	138,147	118,433
Furniture and fixtures	129,625	126,699
Construction in progress	5,920	29,457
Improvements to leased property	341,134	337,798
Property and equipment, at cost	705,400	700,090
Accumulated depreciation	(428,025)	(401,543)
Property and equipment, net	277,375	298,547
Deferred income taxes	21,335	25,077
Goodwill	93,081	100,308
Trademarks, net of accumulated amortization of zero at both February 2, 2019 and February 3, 2018	30,904	33,150
Other intangibles, net of accumulated amortization of $4,680 at February 2, 2019 and $4,696 at February 3, 2018	943	1,340
Other noncurrent assets	26,397	24,559
Non-current assets - discontinued operations	0	139,284
Total Assets	1,181,081	1,315,353
Current Liabilities:
Accounts payable	158,603	123,287
Accrued employee compensation	43,246	18,746
Accrued other taxes	17,389	16,114
Accrued income taxes	2,133	1,488
Current portion – long-term debt	8,992	1,766
Other accrued liabilities	45,313	50,523
Provision for discontinued operations	553	1,902
Current liabilities - discontinued operations	0	41,242
Total current liabilities	276,229	255,068
Long-term debt	56,751	86,619
Deferred rent and other long-term liabilities	108,704	115,348
Provision for discontinued operations	1,846	1,707
Non-current liabilities - discontinued operations	0	25,907
Total liabilities	443,530	484,649
Commitments and contingent liabilities
Equity
Non-redeemable preferred stock	1,060	1,052
Common equity:
Common stock, $1 par value: Authorized: 80,000,000 shares Issued/Outstanding: February 2, 2019 – 19,591,048/19,102584 and February 3, 2018 – 20,392,253/19,903,789	19,591	20,392
Additional paid-in capital	264,138	250,877
Retained earnings	508,555	603,902
Accumulated other comprehensive loss	(37,936)	(29,192)
Treasury shares, at cost (488,464 shares)	(17,857)	(17,857)
Total Genesco equity	737,551	829,174
Noncontrolling interest – non-redeemable	0	1,530
Total equity	737,551	830,704
Total Liabilities and Equity	$ 1,181,081	$ 1,315,353

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Feb. 02, 2019	Feb. 03, 2018
Current Assets:
Allowances on accounts receivable	$ 2,894	$ 4,593
Accumulated amortization on trademarks	0	0
Accumulated amortization on other intangibles	$ 4,680	$ 4,696
Common equity:
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	80,000,000	80,000,000
Common stock, shares issued (in shares)	19,591,048	20,392,253
Common stock, shares outstanding (in shares)	19,102,584	19,903,789
Treasury shares, at cost (in shares)	488,464	488,464

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Feb. 02, 2019	Feb. 03, 2018	Jan. 28, 2017
Net sales	$ 2,188,553	$ 2,127,547	$ 2,020,831
Cost of sales	1,141,497	1,116,164	1,044,912
Selling and administrative expenses	962,076	929,238	876,157
Asset impairments and other, net	3,163	7,773	(8,031)
Earnings from operations	81,817	74,372	107,793
Gain on sale of SureGrip Footwear	126,321	0	(14,701)
Loss on early retirement of debt	597	0	0
Other components of net periodic benefit cost	(380)	(29)	2,085
Interest expense, net:
Interest expense	4,115	5,420	5,294
Interest income	(774)	(8)	(47)
Total interest expense, net	3,341	5,412	5,247
Earnings from continuing operations before income taxes	78,259	68,989	112,758
Income tax expense	27,035	32,281	39,876
Earnings from continuing operations	51,224	36,708	72,882
(Loss) earnings from discontinued operations, net of tax of $27.5 million, $22.7 million and $13.4 million for Fiscal 2019, 2018 and 2017, respectively	(103,154)	(148,547)	24,549
Net Earnings (Loss)	$ (51,930)	$ (111,839)	$ 97,431
Basic earnings (loss) per common share:
Continuing operations (in dollars per share)	$ 2.65	$ 1.91	$ 3.63
Discontinued operations (in dollars per share)	(5.33)	(7.73)	1.22
Net earnings (loss) (in dollars per share)	(2.68)	(5.82)	4.85
Diluted earnings (loss) per common share:
Continuing operations (in dollars per share)	2.63	1.90	3.61
Discontinued operations (in dollars per share)	(5.29)	(7.70)	1.22
Net earnings (loss) (in dollars per share)	$ (2.66)	$ (5.80)	$ 4.83
SureGrip Footwear
Gain on sale of SureGrip Footwear	$ 0	$ 0	$ (12,297)

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Feb. 02, 2019	Feb. 03, 2018	Jan. 28, 2017
Income Statement [Abstract]
Discontinued operations income tax expense (benefit)	$ (27.5)	$ (22.7)	$ 13.4

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Feb. 02, 2019	Feb. 03, 2018	Jan. 28, 2017
Statement of Comprehensive Income [Abstract]
Net earnings (loss)	$ (51,930)	$ (111,839)	$ 97,431
Other comprehensive income (loss):
Pension liability adjustment net of tax of $0.0 million, $1.9 million and $2.4 million for 2019, 2018 and 2017, respectively	123	5,189	3,618
Postretirement liability adjustment net of tax of $1.6 million, $0.1 million and $0.4 million 2019, 2018 and 2017, respectively	4,077	(376)	(674)
Stranded tax effect from tax reform	0	(2,234)	0
Foreign currency translation adjustments	(12,944)	19,521	(11,623)
Total other comprehensive income (loss)	(8,744)	22,100	(8,679)
Comprehensive Income (Loss)	$ (60,674)	$ (89,739)	$ 88,752

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Millions	12 Months Ended
	Feb. 02, 2019	Feb. 03, 2018	Jan. 28, 2017
Other comprehensive income (loss):
Pension liability adjustment, tax	$ 0.0	$ 1.9	$ 2.4
Postretirement liability adjustment, tax	$ 1.6	$ 0.1	$ 0.4

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Feb. 02, 2019

Feb. 03, 2018

Jan. 28, 2017

CASH FLOWS FROM OPERATING ACTIVITIES:

Net earnings (loss)

$ 51,930

$ 111,839

$ (97,431)

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Depreciation and amortization

76,939

78,326

75,768

Amortization of deferred note expense and debt discount

593

747

839

Deferred income taxes

272

(15,584)

5,394

Provision for accounts receivable

116

853

442

Impairment of intangible assets

5,736

182,211

Impairment of long-lived assets

5,823

2,670

6,409

Restricted stock expense

13,437

13,505

13,481

Provision for discontinued operations

743

552

701

Loss (Gain) on sale of business

126,321

(14,701)

Loss on pension buyout

2,456

Other

1,751

1,857

1,599

Effect on cash from changes in working capital and other assets and liabilities, net of acquisitions/dispositions:

Accounts receivable

6,312

835

1,362

Inventories

2,684

31,606

(45,396)

Prepaids and other current assets

(9,116)

(4,025)

(2,258)

Accounts payable

43,028

(7,337)

24,527

Other accrued liabilities

20,713

(22,339)

(12,867)

Other assets and liabilities

(6,279)

12,553

10,062

Net cash provided by operating activities

237,143

164,591

165,249

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(57,230)

(127,853)

(93,970)

Other investing activities

1,505

Acquisitions, net of cash acquired

(22)

Proceeds from asset sales and sale of businesses

(778)

252

23,053

Net cash used in investing activities

(56,503)

(127,601)

(70,939)

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments of long-term debt

(1,650)

(9,289)

(6,591)

Borrowings under revolving credit facility

284,473

515,560

340,920

Payments on revolving credit facility

(299,606)

(508,875)

(357,685)

Shares repurchased related to share repurchase plan

(44,935)

(16,163)

(140,499)

Restricted shares withheld for taxes

(2,853)

(1,716)

(3,435)

Change in overdraft balances

15,494

(22,498)

(8,349)

Additions to deferred note cost

(359)

(1,429)

Exercise of stock options

1,018

Other

(3,322)

(3,000)

(3,594)

Net cash used in financing activities

(52,758)

(47,410)

(178,215)

Effect of foreign exchange rate fluctuations on cash

(464)

2,056

(1,082)

Net Increase (Decrease) in Cash and Cash Equivalents

127,418

(8,364)

(84,987)

Cash and cash equivalents at beginning of year

^[1]

39,937

48,301

133,288

Cash and cash equivalents at end of year

^[1]

167,355

39,937

48,301

Net cash paid for:

Interest

3,338

5,350

4,263

Income taxes

$ 12,451

$ 37,471

$ 52,384

[1]	(1) The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows.

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Non-Redeemable Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Shares	Non Controlling Interest Non-Redeemable
Beginning balance at Jan. 30, 2016	$ 956,783	$ 1,077	$ 22,323	$ 224,004	$ 768,222	$ (42,613)	$ (17,857)	$ 1,627
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings (loss)	97,431				97,431
Other comprehensive earnings (loss)	(8,679)					(8,679)
Exercise of stock options	1,018		27	991
Employee and non-employee restricted stock	13,481			13,481
Restricted stock issuance	0		236	(236)
Restricted shares withheld for taxes	(3,435)		(56)	56	(3,435)
Tax benefit of stock options and restricted stock exercised	(657)			(657)
Shares repurchased	(133,263)		(2,156)		(131,107)
Other	1	(17)	(20)	38
Noncontrolling interest – gain (loss)	(159)							(159)
Ending balance at Jan. 28, 2017	922,521	1,060	20,354	237,677	731,111	(51,292)	(17,857)	1,468
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings (loss)	(111,839)				(111,839)
Other comprehensive earnings (loss)	22,100					22,100
Exercise of stock options	0
Employee and non-employee restricted stock	13,505			13,505
Restricted stock issuance	0		357	(357)
Restricted shares withheld for taxes	(1,716)		(51)	51	(1,716)
Shares repurchased	(16,163)		(275)		(15,888)
Stranded tax effect from tax reform	2,234				2,234
Other	0	(8)	7	1
Noncontrolling interest – gain (loss)	62							62
Ending balance at Feb. 03, 2018	830,704	1,052	20,392	250,877	603,902	(29,192)	(17,857)	1,530
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings (loss)	(51,930)				(51,930)
Other comprehensive earnings (loss)	(8,744)					(8,744)
Exercise of stock options	0
Employee and non-employee restricted stock	13,437			13,437
Restricted stock issuance	0		390	(390)
Restricted shares withheld for taxes	(2,853)		(70)	70	(2,853)
Shares repurchased	(45,945)		(968)		(44,977)
Other	(1)	8	(153)	144
Noncontrolling interest – gain (loss)	(1,530)							(1,530)
Ending balance at Feb. 02, 2019	$ 737,551	$ 1,060	$ 19,591	$ 264,138	$ 508,555	$ (37,936)	$ (17,857)	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Feb. 02, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Nature of Operations

Genesco Inc. and its subsidiaries (collectively the "Company") 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, the Republic of Ireland and Germany; through catalogs and e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, schuh.co.uk, littleburgundyshoes.com, johnstonmurphy.com and trask.com, and at wholesale, primarily under the Company's Johnston & Murphy brand, the Trask brand, the licensed Dockers brand and other brands that the Company licenses for footwear. On February 2, 2019, the Company completed the sale of its Lids Sports Group business. As a result, the Company reported the operating results of this business in (loss) earnings from discontinued operations, net in the Consolidated Statements of Operations for all periods presented. In addition, the related assets and liabilities as of February 3, 2018 have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets. The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows. Unless otherwise noted, discussion within these notes to the consolidated financial statements relates to continuing operations. See Note 3 for additional information related to discontinued operations. At February 2, 2019, the Company operated 1,512 retail stores in the U.S., Puerto Rico, Canada, the United Kingdom, the Republic of Ireland and Germany.

During Fiscal 2019, the Company operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys, Journeys Kidz and Little Burgundy retail footwear chains, e-commerce and catalog 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 and catalog operations and wholesale distribution of products under the Johnston & Murphy^® and H.S. Trask^® brands; and (iv) Licensed Brands, comprised of Dockers^® Footwear, sourced and marketed under a license from Levi Strauss & Company; G.H. Bass Footwear operated under a license from G-III Apparel Group, Ltd., which was terminated in January 2018; and other brands.

Principles of Consolidation

All subsidiaries are consolidated in the Consolidated Financial Statements. All significant intercompany transactions and accounts have been eliminated.

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to January 31. As a result, Fiscal 2019 was a 52-week year with 364 days, Fiscal 2018 was a 53-week year with 371 days and Fiscal 2017 was a 52-week year with 364 days. Fiscal 2019 ended on February 2, 2019, Fiscal 2018 ended on February 3, 2018 and Fiscal 2017 ended on January 28, 2017.

Note 1

Summary of Significant Accounting Policies, Continued

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant areas requiring management estimates or judgments include the following key financial areas:

Inventory Valuation

The Company values its inventories at the lower of cost or net realizable value in its wholesale and Schuh Group segment.

In its footwear wholesale operations and its Schuh Group segment, cost is determined using the FIFO method. Net realizable value is determined using a system of analysis which evaluates inventory at the stock number level based on factors such as inventory turn, average selling price, inventory level, and selling prices reflected in future orders for footwear wholesale. The Company provides a valuation allowance when the inventory has not been marked down to net realizable value based on current selling prices or when the inventory is not turning and is not expected to turn at levels satisfactory to the Company.

In its retail operations, other than the Schuh Group segment, the Company employs the retail inventory method, applying average cost-to-retail ratios to the retail value of inventories. Under the retail inventory method, valuing inventory at the lower of cost or market is achieved as markdowns are taken or accrued as a reduction of the retail value of inventories.

Inherent in the retail inventory method are subjective judgments and estimates, including merchandise mark-on, markups, markdowns, and shrinkage. These judgments and estimates, coupled with the fact that the retail inventory method is an averaging process, could produce a range of cost figures. To reduce the risk of inaccuracy and to ensure consistent presentation, the Company employs the retail inventory method in multiple subclasses of inventory with similar gross margins, and analyzes markdown requirements at the stock number level based on factors such as inventory turn, average selling price, and inventory age. In addition, the Company accrues markdowns as necessary. These additional markdown accruals reflect all of the above factors as well as current agreements to return

products to vendors and vendor agreements to provide markdown support. In addition to markdown allowances, the Company maintains reserves for shrinkage and damaged goods based on historical rates.

Inherent in the analysis of both wholesale and retail inventory valuation are subjective judgments about current market conditions, fashion trends, and overall economic conditions. Failure to make appropriate conclusions regarding these factors may result in an overstatement or understatement of inventory value.

Note 1

Summary of Significant Accounting Policies, Continued

Impairment of Long-Lived Assets

The Company periodically assesses the realizability of its long-lived assets, other than goodwill, and evaluates such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Asset impairment is determined to exist if estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount. Inherent in the analysis of impairment are subjective judgments about future cash flows. Failure to make appropriate conclusions regarding these judgments may result in an overstatement or understatement of the value of long-lived assets. See also Notes 3 and 5.

As required under ASC 350, the Company annually assesses its goodwill and indefinite lived trade names for impairment and on an interim basis if indicators of impairment are present. The Company’s annual assessment date of goodwill and indefinite lived trade names is the first day of the fourth quarter.

In accordance with ASC 350, the Company has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If after such assessment the Company concludes that the asset is not impaired, no further action is required. However, if the Company concludes otherwise, it is required to determine the fair value of the asset using a quantitative impairment test. The quantitative impairment test for goodwill compares the fair value of each reporting unit with the carrying value of the business unit with which the goodwill is associated. If the fair value of the reporting unit is less than the carrying value of the reporting unit, an impairment charge would be recorded for the amount, if any, in which the carrying value exceeds the reporting unit's fair value. The Company estimates fair value using the best information available, and computes the fair value derived by an income approach utilizing discounted cash flow projections. The income approach uses a projection of a reporting unit’s estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. A key assumption in the Company’s fair value estimate is the weighted average cost of capital utilized for discounting its cash flow projections in its income approach. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. See also Note 2.

Note 1

Summary of Significant Accounting Policies, Continued

Environmental and Other Contingencies

The Company is subject to certain loss contingencies related to environmental proceedings and other legal matters. The Company has made pretax accruals for certain of these contingencies, including approximately $0.7 million in Fiscal 2019, $0.6 million in Fiscal 2018 and $0.6 million in Fiscal 2017. These charges are included in (loss) earnings from discontinued operations, net in the Consolidated Statements of Operations because they relate to former facilities operated by the Company. The Company monitors these matters on an ongoing basis and, on a quarterly basis, management reviews the Company’s accruals, adjusting provisions as management deems necessary in view of changes in available information. Changes in estimates of liability are reported in the periods when they occur. Consequently, management believes that its accrued liability in relation to each proceeding is a best estimate of probable loss connected to the proceeding, or in cases in which no best estimate is possible, the minimum amount in the range of estimated losses, based upon its analysis of the facts and circumstances as of the close of the most recent fiscal quarter. However, because of uncertainties and risks inherent in litigation generally and in environmental proceedings in particular, there can be no assurance that future developments will not require additional provisions, that some or all liabilities will be adequate or that the amounts of any such additional provisions or any such inadequacy will not have a material adverse effect upon the Company’s financial condition, cash flows, or results of operations. See also Notes 3 and 13.

Revenue Recognition

On February 4, 2018, the Company adopted ASC 606 using the modified retrospective approach for all contracts not completed as of the adoption date. Financial results for reporting periods beginning after February 3, 2018 are presented in accordance with ASC 606, while prior periods will continue to be reported in accordance with the Company's pre-adoption accounting policies and therefore have not been adjusted to conform to ASC 606.

The primary impact of adopting Topic 606 relates to the timing of revenue recognition for gift card breakage and the timing of recognizing expense for direct-mail advertising costs. Gift card breakage prior to adoption was recognized at the point gift card redemption was deemed remote. Upon adoption, the Company now recognizes gift card breakage over time in proportion to the pattern of rights exercised by the customer. Prior to adopting ASC 606, the Company capitalized direct-response advertising costs and expensed them over the period of benefit. Under ASC 606, the Company is recognizing these costs as expense when incurred. Additionally, the adoption of ASC 606 resulted in the Company presenting the asset for the carrying amount of product to be returned within prepaids and other current assets on the Consolidated Balance Sheets. Prior to adopting ASC 606, the value of product expected to be returned was presented as a component of inventories on the Consolidated Balance Sheets.

Note 1

Summary of Significant Accounting Policies, Continued

The cumulative effect of the changes made to the Company's Consolidated Balance Sheets as of February 4, 2018 for the adoption of ASC 606 were as follows (in thousands):



	Balance at		Adjustments			Balance at
	February 3, 2018		due to ASC 606			February 4, 2018

Assets
Current assets:
Prepaids and other current assets	$	33,614	$	2,275		$	35,889
Inventories	388,410		(4,526		)	383,884
Deferred income taxes	25,077		(1,568		)	23,509

Liabilities and Equity
Current liabilities:
Other accrued liabilities	50,523		(3,332		)	47,191
Current liabilities - discontinued operations	41,242		(4,900		)	36,342
Equity
Retained Earnings	603,902		4,413			608,315

In accordance with the requirements of ASC 606, the disclosure of the impact of adoption on the Company's Consolidated Statements of Operations for the twelve months ended February 2, 2019 and Consolidated Balance Sheets as of February 2, 2019 were as follows (in thousands, except per share data):



	February 2, 2019
	As Reported			Balances without the adoption of ASC 606			Effect of Change Higher/(Lower)

Inventories	$	366,667		$	369,906		$	(3,239	)
Prepaids and other current assets	64,634			64,139			495
Total current assets	731,046			733,790			(2,744		)

Deferred income taxes	21,335			21,785			(450		)
Total Assets	1,181,081			1,184,275			(3,194		)

Other accrued liabilities	45,313			48,798			(3,485		)
Total current liabilities	276,229			279,714			(3,485		)
Total liabilities	443,530			447,015			(3,485		)
Retained earnings	508,555			508,242			313
Accumulated other comprehensive loss	(37,936		)	(37,914		)	(22		)
Total equity	737,551			737,260			291
Total Liabilities and Equity	1,181,081			1,184,275			(3,194		)

Note 1

Summary of Significant Accounting Policies, Continued



	Fiscal 2019
	As Reported			Balances without the adoption of ASC 606			Effect of Change Higher/(Lower)

Net sales	$	2,188,553		$	2,188,398		$	155
Selling and administrative expenses	962,076			961,581			495
Earnings from operations	81,817			82,157			(340		)
Earnings from continuing operations before income taxes	78,259			78,599			(340		)
Income tax expense	27,035			27,127			(92		)
Earnings from continuing operations	51,224			51,472			(248		)
Loss from discontinued operations	(103,154		)	(99,302		)	(3,852		)
Net earnings	(51,930		)	(47,830		)	(4,100		)

Diluted earnings per share from continuing operations	$	2.63		$	2.64		$	(0.01	)

In accordance with ASC 606, revenue shall be recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for corresponding goods. The majority of the Company's sales are single performance obligation arrangements for retail sale transactions for which the transaction price is equivalent to the stated price of the product, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product at the point of sale. Revenue from retail sales is recognized at the point of sale, is net of estimated returns, and excludes sales and value added taxes. Revenue from catalog and internet sales is recognized at estimated time of delivery to the customer, is net of estimated returns, and excludes sales and value added taxes. Wholesale revenue is recorded net of estimated returns and allowances for markdowns, damages and miscellaneous claims when the related goods have been shipped and legal title has passed to the customer. Actual amounts of markdowns have not differed materially from estimates. Shipping and handling costs charged to customers are included in net sales. The Company elected the practical expedient within ASC 606 related to taxes that are assessed by a governmental authority, which allows for the exclusion of sales and value added tax from transaction price.

A provision for estimated returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded. Estimated returns are based on historical returns and claims. Actual returns and claims in any future period may differ from historical experience. Revenue from gift cards is deferred and recognized upon the redemption of the cards. These cards have no expiration date. Income from unredeemed cards is recognized on the Consolidated Statements of Operations within net sales in proportion to the pattern of rights exercised by the customer in future periods. The Company performs an evaluation of historical redemption patterns from the date of original issuance to estimate future period redemption activity.

Note 1

Summary of Significant Accounting Policies, Continued

The Consolidated Balance Sheets include an accrued liability for gift cards of $5.1 million and $8.4 million at February 2, 2019 and February 3, 2018, respectively. Gift card breakage recognized as revenue was $0.8 million, $0.4 million and $0.6 million for Fiscal 2019, 2018 and 2017, respectively. During Fiscal 2019, the Company recognized $3.6 million of gift card redemptions and gift card breakage revenue that were included in the gift card liability as of February 3, 2018.

Income Taxes

As part of the process of preparing the Consolidated Financial Statements, the Company is required to estimate its income taxes in each of the tax jurisdictions in which it operates. This process involves estimating actual current tax obligations together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting purposes, such as depreciation of property

and equipment and valuation of inventories. These temporary differences result in deferred tax assets and liabilities, which are included within the Consolidated Balance Sheets. The Company then assesses the likelihood that its deferred tax assets will be recovered from future taxable income or other sources. Actual results could differ from this assessment if adequate taxable income is not generated in future periods. To the extent the Company believes that recovery of an asset is at risk, valuation allowances are established. To the extent valuation allowances are established or increased in a period, the Company includes an expense within the tax provision in the Consolidated Statements of Operations. These deferred tax valuation allowances may be released in future years when management considers that it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, management will need to periodically evaluate whether or not all available evidence, such as future taxable income and reversal of temporary differences, tax planning strategies, and recent results of operations, provides sufficient positive evidence to offset any potential negative evidence that may exist at such time. In the event the deferred tax valuation allowance is released, the Company would record an income tax benefit for a portion or all of the deferred tax valuation allowance released. At February 2, 2019, the Company had a deferred tax valuation allowance of $20.4 million.

Income tax reserves for uncertain tax positions are determined using the methodology required by the Income Tax Topic of the Codification. This methodology requires companies to assess each income tax position taken using a two step process. A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law which may be subject to change or varying interpretation. If the Company’s determinations and estimates prove to be inaccurate, the resulting adjustments could be material to its future financial results.

Note 1

Summary of Significant Accounting Policies, Continued

Postretirement Benefits Plan Accounting

Full-time employees who had at least 1000 hours of service in calendar year 2004, except employees in the Schuh Group segment, are covered by a defined benefit pension plan. The Company froze the defined benefit pension plan effective January 1, 2005. The Company also provides certain former

employees with limited medical and life insurance benefits. The Company funds at least the minimum amount required by the Employee Retirement Income Security Act.

As required by the Compensation – Retirement Benefits Topic of the Codification, the Company is required to recognize the overfunded or underfunded status of postretirement benefit plans as an asset or liability, respectively, in their Consolidated Balance Sheets and to recognize changes in that funded status in accumulated other comprehensive loss, net of tax, in the year in which the changes occur.

The Company recognizes pension expense on an accrual basis over employees’ approximate service periods. The calculation of pension expense and the corresponding liability requires the use of a number of critical assumptions, including the expected long-term rate of return on plan assets and the assumed discount rate, as well as the recognition of actuarial gains and losses. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from these assumptions.

The Company utilizes a calculated value of assets, which is an averaging method that recognizes changes in the fair values of assets over a period of five years. Accounting principles generally accepted in the United States require that the Company recognize a portion of these losses when they exceed a calculated threshold. These losses might be recognized as a component of pension expense in future years and would be amortized over the average future service of employees, which is currently approximately 9 years.

Cash and Cash Equivalents

The Company had total available cash and cash equivalents of $167.4 million and $39.9 million as of February 2, 2019 and February 3, 2018, respectively, of which approximately $20.8 million and $21.2 million was held by the Company's foreign subsidiaries as of February 2, 2019 and February 3, 2018, respectively. The Company's strategic plan does not require the repatriation of foreign cash in order to fund its operations in the U.S., and it is the Company's current intention to indefinitely reinvest its foreign cash and cash equivalents outside of the U.S. If the Company were to repatriate foreign cash to the U.S., it would be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation. There were $127.2 million and $0.0 million of cash equivalents included in cash and cash equivalents at February 2, 2019 and February 3, 2018, respectively. Cash equivalents are primarily institutional money market funds. The Company's $127.2 million of cash equivalents was invested in institutional money market funds which invest exclusively in highly rated, short-term securities that are issued, guaranteed or collateralized by the U.S. government or by U.S. government agencies and instrumentalities.

At February 2, 2019, substantially all of the Company’s domestic cash was invested in institutional money market funds. The majority of payments due from banks for domestic customer credit card

Note 1

Summary of Significant Accounting Policies, Continued

transactions process within 24 - 48 hours and are accordingly classified as cash and cash equivalents in the Consolidated Balance Sheets.

At February 2, 2019 and February 3, 2018, outstanding checks drawn on zero-balance accounts at certain domestic banks exceeded book cash balances at those banks by approximately $29.6 million

and $14.2 million, respectively. These amounts are included in accounts payable in the Consolidated Balance Sheets.

Concentration of Credit Risk and Allowances on Accounts Receivable

The Company’s footwear wholesale businesses sell primarily to independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry as well as by customer specific factors. In the footwear wholesale businesses, one customer each accounted for 18% and 9% and three customers each accounted for 7% of the Company’s total trade receivables balance, while no other customer accounted for more than 4% of the Company’s total trade receivables balance as of February 2, 2019.

The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information, as well as customer specific factors. The Company also establishes allowances for sales returns, customer deductions and co-op advertising based on specific circumstances, historical trends and projected probable outcomes.

Property and Equipment

Property and equipment are recorded at cost and depreciated or amortized over the estimated useful life of related assets. Depreciation and amortization expense are computed principally by the straight-line method over the following estimated useful lives:



Buildings and building equipment	20-45 years
Computer hardware, software and equipment	3-10 years
Furniture and fixtures	10 years

Depreciation expense related to property and equipment was approximately $52.1 million, $51.5 million and $49.8 million for Fiscal 2019, 2018 and 2017, respectively.

Leases

Leasehold improvements and properties under capital leases are amortized on the straight-line method over the shorter of their useful lives or their related lease terms and the charge to earnings is included in selling and administrative expenses in the Consolidated Statements of Operations.

Certain leases include rent increases during the initial lease term. For these leases, the Company recognizes the related rental expense on a straight-line basis over the term of the lease (which includes any rent holidays and the pre-opening period of construction, renovation, fixturing and merchandise

Note 1

Summary of Significant Accounting Policies, Continued

placement) and records the difference between the amounts charged to operations and amounts paid as deferred rent.

The Company occasionally receives reimbursements from landlords to be used towards construction of the store the Company intends to lease. Leasehold improvements are recorded at their gross costs including items reimbursed by landlords. The reimbursements are amortized as a reduction of rent expense over the initial lease term.

Asset Retirement Obligations

An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development, or normal operation of that long-lived asset. The Company’s asset retirement obligations are primarily associated with leasehold improvements that the Company is contractually obligated to remove at the end of a lease to comply with the lease agreement. The Company recognizes asset retirement obligations at the inception of a lease with such conditions if a reasonable estimate of fair value can be made. Asset retirement obligations are recorded in accrued expenses and other accrued liabilities and deferred rent and other long-term liabilities in the Consolidated Balance Sheets and are subsequently adjusted for changes in estimated asset retirement obligations. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life.

The Consolidated Balance Sheets include asset retirement obligations related to leases of $10.9 million and $9.7 million as of February 2, 2019 and February 3, 2018, respectively.

Acquisitions

Acquisitions are accounted for using the Business Combinations Topic of the Codification. The total purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values at acquisition.

Goodwill and Other Intangibles

As required under ASC 350, goodwill and intangible assets with indefinite lives are not amortized, but are tested at least annually for impairment. The Company will update the tests between annual tests if events or circumstances occur that would more likely than not reduce the fair value of the business unit with which the goodwill is associated below its carrying amount. It is also required that intangible assets with finite lives be amortized over their respective lives to their estimated residual values, and reviewed for impairment in accordance with the Property, Plant and Equipment Topic of the Codification.

Intangible assets of the Company with indefinite lives are primarily goodwill and identifiable trademarks acquired in connection with the acquisition of Little Burgundy in December 2015 and Schuh Group Ltd. in June 2011. The Consolidated Balance Sheets include goodwill of $83.2 million for the Schuh Group and $9.8 million for Journeys Group at February 2, 2019, and $89.9 million for the Schuh Group and $10.4 million for Journeys Group at February 3, 2018. The Company tests for impairment of intangible assets with an indefinite life, relying on a number of factors including operating results,

Note 1

Summary of Significant Accounting Policies, Continued

business plans, projected future cash flows and observable market data. The impairment test for identifiable assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying amount.

In connection with acquisitions, the Company records goodwill on its Consolidated Balance Sheets. This asset is not amortized but is subject to an impairment test at least annually, based on projected future cash flows from the acquired business discounted at a rate commensurate with the risk the Company considers to be inherent in its current business model. The Company performs the impairment

test annually at the beginning of its fourth quarter, or more frequently if events or circumstances indicate that the value of the asset might be impaired. During the fourth quarter of Fiscal 2019, because the Schuh Group business had continued to perform below the Company's projected operating results, the Company performed impairment testing as of February 2, 2019. The Company found that the result of the impairment test, which valued the business at approximately $10.8 million in excess of its carrying value, indicated no impairment at that time. See Note 2 for additional information.

Identifiable intangible assets of the Company with finite lives are trademarks, customer lists, in-place leases and a vendor contract. They are subject to amortization based upon their estimated useful lives. Finite-lived intangible assets are evaluated for impairment using a process similar to that used to evaluate other definite-lived long-lived assets, a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset.

Fair Value of Financial Instruments

The carrying amounts and fair values of the Company’s financial instruments at February 2, 2019 and February 3, 2018 are:



In thousands	February 2, 2019				February 3, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
U.S. Revolver Borrowings	$	56,773	$	56,861	$	69,372	$	69,421
UK Term Loans	8,970		9,063		11,419		11,602
UK Revolver Borrowings	—		—		7,594		7,671

Debt fair values were determined using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified in Level 2 as defined in Note 5.

Carrying amounts reported on the Consolidated Balance Sheets for cash, cash equivalents, receivables and accounts payable approximate fair value due to the short-term maturity of these instruments.

Note 1

Summary of Significant Accounting Policies, Continued

Cost of Sales

For the Company’s retail operations, the cost of sales includes actual product cost, the cost of transportation to the Company’s warehouses from suppliers, the cost of transportation from the Company’s warehouses to the stores and the cost of transportation from the Company's warehouses to the customer. Additionally, the cost of its distribution facilities allocated to its retail operations is included in cost of sales.

For the Company’s wholesale operations, the cost of sales includes the actual product cost and the cost of transportation to the Company’s warehouses from suppliers.

Selling and Administrative Expenses

Selling and administrative expenses include all operating costs of the Company excluding (i) those related to the transportation of products from the supplier to the warehouse, (ii) for its retail operations, those related to the transportation of products from the warehouse to the store and from the warehouse to the customer and (iii) costs of its distribution facilities which are allocated to its retail operations. Wholesale costs of distribution are included in selling and administrative expenses on the Consolidated Statements of Operations in the amounts of $5.6 million, $5.8 million and $6.2 million for Fiscal 2019, 2018 and 2017, respectively.

Buying, Merchandising and Occupancy Costs

The Company records buying, merchandising and occupancy costs in selling and administrative expense. Because the Company does not include these costs in cost of sales, the Company’s gross margin may not be comparable to other retailers that include these costs in the calculation of gross margin. Retail occupancy costs recorded in selling and administrative expense were $334.3 million, $333.8 million and $313.4 million for Fiscal 2019, 2018 and 2017, respectively.

Shipping and Handling Costs

Shipping and handling costs related to inventory purchased from suppliers are included in the cost of inventory and are charged to cost of sales in the period that the inventory is sold. All other shipping and handling costs are charged to cost of sales in the period incurred except for wholesale costs of distribution and shipping costs for product shipped from stores, which are included in selling and administrative expenses on the Consolidated Statements of Operations.

Preopening Costs

Costs associated with the opening of new stores are expensed as incurred, and are included in selling and administrative expenses on the Consolidated Statements of Operations.

Store Closings and Exit Costs

From time to time, the Company makes strategic decisions to close stores or exit locations or activities. Under the provisions of the Property, Plant, and Equipment Topic of the Codification, the definition of a discontinued operation was amended. A discontinued operation may include a component of an entity or a group of components of an entity that represent a strategic shift that has or will have a major effect on an entity's operation or financial results. If stores or operating activities to be closed or exited constitute a component or group of components that represent a strategic shift in the Company's

Note 1

Summary of Significant Accounting Policies, Continued

operations, these closures will be considered discontinued operations. The results of operations of discontinued operations are presented retroactively, net of tax, as a separate component on the Consolidated Statements of Operations. In each of the years presented, no store closings have met the discontinued operations criteria.

Assets related to planned store closures or other exit activities are reflected as assets held for sale and recorded at the lower of carrying value or fair value less costs to sell when the required criteria, as

defined by the Property, Plant and Equipment Topic of the Codification, are satisfied. Depreciation ceases on the date that the held for sale criteria are met.

Assets related to planned store closures or other exit activities that do not meet the criteria to be classified as held for sale are evaluated for impairment in accordance with the Company’s normal impairment policy, but with consideration given to revised estimates of future cash flows. In any event, the remaining depreciable useful lives are evaluated and adjusted as necessary.

Exit costs related to anticipated lease termination costs, severance benefits and other expected charges are accrued for and recognized in accordance with the Exit or Disposal Cost Obligations Topic of the Codification.

Advertising Costs

Advertising costs are predominantly expensed as incurred. Advertising costs were $68.3 million, $68.6 million and $62.9 million for Fiscal 2018, 2017 and 2016, respectively. Prior to adopting ASC 606, the Company capitalized direct response advertising costs for catalogs and such costs were expensed over the period of benefit in accordance with the Other Assets and Deferred Costs Topic for Capitalized Advertising Costs of the Codification. For prior periods, the Consolidated Balance Sheets include prepaid assets for direct response advertising costs of $2.3 million at February 3, 2018.

Consideration to Resellers

In its wholesale businesses, the Company does not have any written buy-down programs with retailers, but the Company has provided certain retailers with markdown allowances for obsolete and slow moving products that are in the retailer’s inventory. The Company estimates these allowances and provides for them as reductions to revenues at the time revenues are recorded. Markdowns are negotiated with retailers and changes are made to the estimates as agreements are reached. Actual amounts for markdowns have not differed materially from estimates.

Cooperative Advertising

Cooperative advertising funds are made available to most of the Company’s wholesale footwear customers. In order for retailers to receive reimbursement under such programs, the retailer must meet specified advertising guidelines and provide appropriate documentation of expenses to be reimbursed. The Company’s cooperative advertising agreements require that wholesale customers present documentation or other evidence of specific advertisements or display materials used for the Company’s products by submitting the actual print advertisements presented in catalogs, newspaper inserts or other advertising circulars, or by permitting physical inspection of displays. Additionally, the Company’s cooperative advertising agreements require that the amount of reimbursement requested for such

Note 1

Summary of Significant Accounting Policies, Continued

advertising or materials be supported by invoices or other evidence of the actual costs incurred by the retailer. The Company accounts for these cooperative advertising costs as selling and administrative expenses, in accordance with the Revenue Recognition Topic for Customer Payments and Incentives of the Codification.

Cooperative advertising costs recognized in selling and administrative expenses were $1.8 million, $3.3 million and $3.6 million for Fiscal 2019, 2018 and 2017, respectively. During Fiscal 2019, 2018 and 2017, the Company’s cooperative advertising reimbursements paid did not exceed the fair value of the benefits received under those agreements.

Vendor Allowances

From time to time, the Company negotiates allowances from its vendors for markdowns taken or expected to be taken. These markdowns are typically negotiated on specific merchandise and for specific amounts. These specific allowances are recognized as a reduction in cost of sales in the period in which the markdowns are taken. Markdown allowances not attached to specific inventory on hand or already sold are applied to concurrent or future purchases from each respective vendor.

The Company receives support from some of its vendors in the form of reimbursements for cooperative advertising and catalog costs for the launch and promotion of certain products. The reimbursements are agreed upon with vendors and represent specific, incremental, identifiable costs incurred by the Company in selling the vendor’s specific products. Such costs and the related reimbursements are accumulated and monitored on an individual vendor basis, pursuant to the respective cooperative advertising agreements with vendors. Such cooperative advertising reimbursements are recorded as a reduction of selling and administrative expenses in the same period in which the associated expense is incurred. If the amount of cash consideration received exceeds the costs being reimbursed, such excess amount would be recorded as a reduction of cost of sales.

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $7.8 million, $8.7 million and $6.7 million for Fiscal 2019, 2018 and 2017, respectively. During Fiscal 2019, 2018 and 2017, the Company’s vendor reimbursements of cooperative advertising received were not in excess of the costs incurred.

Earnings Per Common Share

Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock (see Note 11).

Foreign Currency Translation

The functional currency of the Company's 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

Note 1

Summary of Significant Accounting Policies, Continued

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 a net (gain) loss of $1.0 million, $0.1 million and $(1.0) million for Fiscal 2019, 2018 and 2017, respectively.

Share-Based Compensation

The Company has share-based compensation covering certain members of management and non-employee directors. The Company recognizes compensation expense for share-based payments based on the fair value of the awards as required by the Compensation - Stock Compensation Topic of the Codification. The Company has not granted any stock options since the first quarter of Fiscal 2008.

The fair value of employee restricted stock is determined based on the closing price of the Company's stock on the date of grant. Forfeitures for restricted stock are recognized as they occur (see Note 12).

Other Comprehensive Income

ASC 220 requires, among other things, the Company’s pension liability adjustment, postretirement liability adjustment and foreign currency translation adjustments to be included in other comprehensive income net of tax. Accumulated other comprehensive loss at February 2, 2019 consisted of $6.0 million of cumulative pension liability adjustment, net of tax, a cumulative post retirement liability adjustment of $(1.9) million, net of tax, and a cumulative foreign currency translation adjustment of $33.8 million.

Note 1

Summary of Significant Accounting Policies, Continued

The following table summarizes the components of accumulated other comprehensive loss for the year ended February 2, 2019:



	Foreign Currency Translation			Unrecognized Pension/Postretirement Benefit Costs			Total Accumulated Other Comprehensive Income (Loss)
(In thousands)
Balance February 3, 2018	$	(20,808	)	$	(8,384	)	$	(29,192	)
Other comprehensive income (loss) before reclassifications:
Foreign currency translation adjustment	(11,481		)	—			(11,481		)
Loss on intra-entity foreign currency transactions
(long-term investment nature)	(1,463		)	—			(1,463		)
Plan amendment	—			3,658			3,658
Net actuarial gain	—			2,688			2,688
Amounts reclassified from AOCI:
Curtailment⁽¹⁾	—			(1,199		)	(1,199		)
Amortization of net actuarial loss and prior service cost - ongoing operations⁽²⁾	—			582			582
Amortization of net actuarial loss and prior service cost - discontinued operations⁽¹⁾	—			(57		)	(57		)
Income tax expense	—			1,472			1,472
Current period other comprehensive income (loss), net of tax	(12,944		)	4,200			(8,744		)
Balance February 2, 2019	$	(33,752	)	$	(4,184	)	$	(37,936	)

⁽¹⁾ Amount is included in (loss) earnings from discontinued operations on the Consolidated Statements of Operations.

⁽²⁾ Amount is included in other components of net periodic benefit cost on the Consolidated Statements of Operations.

Business Segments

As required by ASC 280, companies should disclose “operating segments” based on the way management disaggregates the Company’s operations for making internal operating decisions (see Note 14).

New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In February 2018, the FASB issued ASC 220, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Act. This guidance is effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The amendments in ASC 220 should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company adopted ASC 220

Note 1

Summary of Significant Accounting Policies, Continued

in the fourth quarter of Fiscal 2018 and reclassed $2.2 million to retained earnings for the impact of stranded tax effects resulting from the Act.

In March 2017, the FASB issued ASC 715. The standard requires the sponsors of benefit plans to present service cost in the same line item or items as other current employee compensation costs, and present the remaining components of net benefit cost in one or more separate line items outside of income from operations, while also limiting the components of net benefit cost eligible to be capitalized to service cost. The standard will require the Company to present the non-service pension costs as a component of expense below operating income. The amendments to this standard allow a practical expedient that permits an employer to use the amounts disclosed in its employee benefits footnote for the prior comparative period as the estimation basis for applying the retrospective presentation. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.

The Company adopted ASC 715 in the first quarter of Fiscal 2019 and utilized the practical expedient to estimate the impact on the prior comparative period information presented in the Consolidated Statements of Operations. As required by the amendments in this update, the presentation of the service cost component and other components of net periodic benefit cost in the Consolidated Statements of Operations were applied retrospectively on and after the effective date. Upon adoption of this standard update, the Company reclassified the other components of net periodic benefit cost from selling and

administrative expenses to other components of net periodic benefit cost on the Consolidated Statements of Operations. The retrospective adoption of this standard update resulted in a decrease to earnings from operations of $0.4 million and $0.0 million for Fiscal 2019 and 2018, respectively, and an increase to earnings from operations of $2.1 million for Fiscal 2017 which was fully offset by the same amounts on the other components of net periodic benefit cost line on the Consolidated Statements of Operations.

As such, there was no impact to consolidated net earnings for Fiscal 2019, 2018 or 2017.

In March 2016, the FASB issued ASC 718. The update addresses several aspects of the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The inclusion of excess tax benefits and deficiencies as a component of the Company's income tax expense will increase volatility within its provision for income taxes as

the amount of excess tax benefits or deficiencies from share-based compensation awards is dependent on the Company's stock price at the date the awards are exercised or settled which is primarily in the second quarter of each fiscal year. The Company adopted ASC 718 in the first quarter of Fiscal 2018. The Company recorded an excess tax deficiency of $2.2 million as an increase in income tax expense related to share-based compensation for vested awards in Fiscal 2018. Earnings per share decreased $0.11 per share for Fiscal 2018 due to the impact of ASC 718. The Company reclassified $3.4 million from operating activities to financing activities on the Consolidated Statements of Cash Flows for Fiscal 2017 representing the value of the shares withheld for taxes on the vesting of restricted stock. If the Company had adopted the standard in Fiscal 2017, reported earnings per share would have decreased $0.03 per share for Fiscal 2017.

Note 1

Summary of Significant Accounting Policies, Continued

The Company adopted ASC 606 in the first quarter of Fiscal 2019 using the modified retrospective method by recognizing the cumulative effect of $4.4 million as an adjustment to the opening balance of retained earnings at February 4, 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. While the adoption of this standard did not have a material impact on the Company's Consolidated Financial Statements and related disclosures, it did impact the timing of revenue recognition for gift card breakage and the timing of recognizing expense for direct-mail advertising costs as presented in the Consolidated Statements of Operations for Fiscal 2019.

New Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02. The standard's core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information. In July 2018, ASU 2018-10, "Codification Improvements to Topic 842, Leases," was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements," which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The standard also provides for certain practical

expedients. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted.

The Company intends to adopt this guidance in the first quarter of Fiscal 2020 using the optional transition method provided by ASU 2018-11. Additionally, the Company intends to elect the “package of practical expedients”, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company also intends to elect to not separate lease and non-lease components for its store leases.

The Company has made substantial progress implementing new processes and updating internal controls to ensure compliance with the new standard. The Company continues to assess the impact the adoption of ASU 2016-02 will have on its Consolidated Financial Statements, related disclosures and internal controls and is expecting a material impact on its Consolidated Balance Sheets because the Company is party to a significant number of lease contracts.

The Company estimates adoption of the standard will result in the recognition of additional right-of-use assets and lease liabilities for operating leases of approximately $750 million to $850 million, as of February 3, 2019. The Company does not believe the standard will materially affect the Company's Consolidated Statements of Operations, Comprehensive Income, Cash Flows or Equity.

In August 2018, the FASB issued ASU 2018-14, to improve the effectiveness of disclosures in the notes to financial statements for employers that sponsor defined benefit pension plans. ASU 2018-14 is effective for financial statements issued for fiscal years ending after December 15, 2020, and early adoption is permitted. The Company is currently assessing the impact of this update on its notes to its Consolidated Financial Statements.

Note 1

Summary of Significant Accounting Policies, Continued

In August 2018, the FASB issued ASU 2018-15. The standard requires that issuers follow the internal-use software guidance in ASC 350-40 to determine which costs to capitalize as assets or expense as incurred. The ASC 350-40 guidance requires that certain costs incurred during the application development stage be capitalized and other costs incurred during the preliminary project and post-implementation stages be expensed as they are incurred. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2018-15.

Goodwill, Other Intangible Assets and Sale of Businesses

12 Months Ended

Feb. 02, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Other Intangible Assets and Sale of Businesses

Goodwill, Other Intangible Assets and Sale of Business

Goodwill

The changes in the carrying amount of goodwill by segment were as follows:



(In Thousands)	Schuh Group			Journeys Group		Total Goodwill
Balance, February 3, 2018	$89,915			$10,393		$	100,308
Effect of foreign currency exchange rates	(6,672		)	(555	)	$	(7,227	)
Balance, February 2, 2019	$	83,243		9,838		$	93,081

During the fourth quarter of Fiscal 2019, because the Schuh Group business has continued to perform below the Company's projected operating results, the Company performed impairment testing as of February 2, 2019. The Company found that the result of the impairment test, which valued the business at approximately $10.8 million in excess of its carrying value, indicated no impairment at that time. The Company may determine in connection with future impairment tests that some or all of the carrying value of the goodwill may be impaired. Such a finding would require a write-off of the amount of the carrying value that is impaired, which would reduce the Company's profitability in the period of the impairment charge. Holding all other assumptions constant as of the measurement date, the Company noted that an increase in the weighted average cost of capital of 100 basis points would reduce the fair value of the Schuh Group business by $11.4 million. Furthermore, the Company noted that a decrease in projected annual revenue growth by one percent would reduce the fair value of the Schuh Group business by $7.4 million. However, if other assumptions do not remain constant, the fair value of the Schuh Group business may decrease by a greater amount.

Note 2

Goodwill, Intangible Assets and Sale of Business, Continued

Other Intangible Assets

Other intangibles by major classes were as follows:



	Leases						Customer Lists						Other⁽¹⁾						Total
In thousands	Feb. 2, 2019			Feb. 3, 2018			Feb. 2, 2019			Feb. 3, 2018			Feb. 2, 2019			Feb. 3, 2018			Feb. 2, 2019			Feb. 3, 2018
Gross other intangibles	$	3,532		$	3,780		$	1,450		$	1,564		$	641		$	692		$	5,623		$	6,036
Accumulated amortization	(2,916		)	(2,865		)	(1,450		)	(1,564		)	(314		)	(267		)	(4,680		)	(4,696		)
Net Other Intangibles	$	616		$	915		$	—		$	—		$	327		$	425		$	943		$	1,340

⁽¹⁾Includes vendor contract.

The amortization of intangibles was less than $0.1 million for Fiscal 2019 and 2018 and $0.1 million for Fiscal 2017. The amortization of intangibles will be less than $0.1 million for the next five years.

Sale of Business

On December 25, 2016, the Company completed the sale of all the stock of the Company's subsidiary, Keuka Footwear, Inc., which operated the SureGrip occupational, slip-resistant footwear business within the Licensed Brands Group, to Shoes for Crews, LLC. The Company recognized a gain on the sale, in Fiscal 2017, of $(12.3) million, net of transaction-related expenses before tax.

The sale of SureGrip Footwear was not a strategic shift that would have a major effect on operations and financial results, and therefore the business was not presented as discontinued operations in the Company's Consolidated Financial Statements.

Asset Impairments and Other Charges and Discontinued Operations

12 Months Ended

Feb. 02, 2019

Asset Impairments and Other Charges and Discontinued Operations [Abstract]

Asset Impairments and Other Charges and Discontinued Operations

Asset Impairments and Other Charges

In accordance with Company policy, assets are determined to be impaired when the impairment indicators are identified and estimated future cash flows are insufficient to recover the carrying costs. Impairment charges represent the excess of the carrying value over the estimated fair value of those assets.

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

The Company recorded a pretax charge to earnings of $3.2 million in Fiscal 2019, including $4.2 million for retail store asset impairments, $0.3 million in legal and other matters and $0.1 million for hurricane losses, partially offset by a $(1.4) million gain related to Hurricane Maria.

The Company recorded a pretax charge to earnings of $7.8 million in Fiscal 2018, including a $5.2 million licensing termination expense, $1.7 million for retail store asset impairments and $0.9 million for hurricane losses.

The Company recorded a pretax gain to earnings of $(8.0) million in Fiscal 2017, including a gain of $(8.9) million for network intrusion expenses as a result of a litigation settlement and a gain of $(0.5) million for other legal matters, partially offset by $1.4 million for retail store asset impairments.

Discontinued Operations

On December 14, 2018, the Company entered into a definitive agreement for the sale of Lids Sports Group to FanzzLids Holdings (the "Purchaser"), a holding company controlled and operated by affiliates of Ames Watson Capital, LLC. The sale was completed on February 2, 2019 for $100.0 million cash, which remains subject to working capital and other adjustments. Because the effective date of closing was a Saturday and the cash proceeds were not received by the Company until February 4, 2019, the purchase price is reflected in accounts receivable at February 2, 2019.

As a result of the sale, the Company met the requirements of ASC 360 to report the results of Lids Sports Group as discontinued operations. The Company has presented operating results of Lids Sports Group and the loss on the sale of Lids Sports Group in (loss) earnings from discontinued operations, net on the Consolidated Statements of Operations for all periods presented. Certain corporate overhead costs and other allocated costs previously allocated to the Lids Sports Group business for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations whereas bank fees and certain legal fees related to the Lids Sports Group business segment previously excluded from segment earnings were reclassified to discontinued operations. The costs of the Lids Sports Group headquarters building, which was not included in the sale, was reclassified to corporate and other in segment earnings. In addition, the third quarter Fiscal 2018 goodwill impairment charge of $182.2 million and the third quarter Fiscal 2019 trademark impairment charge of $5.7 million related to the Lids Sports Group business segment, that were both previously excluded from the calculation of segment earnings, were reclassified to discontinued

Note 3

Asset Impairments and Other Charges and Discontinued Operations, Continued

operations. The related assets and liabilities of Lids Sports Group are presented as current and non-current assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of February 3, 2018. The Company will provide various transition services to the Purchaser for a period of up to six months under a separate agreement after the closing.

As part of the Lids Sports Group sales transaction, the Purchaser has agreed to indemnify and hold the Company harmless in connection with continuing obligations and any guarantees of the Company 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, the Company is contingently liable in the event of a breach by the Purchaser of any such obligation to a third-party. In addition, the Company is a guarantor for 71 of Lids Sports Group leases with lease expirations through October of 2027 and estimated maximum future payments totaling $29.6 million as of February 2, 2019. The Company does not believe the fair value of the guarantees is material to the Company's Consolidated Financial Statements.

Components of amounts reflected in (loss) earnings from discontinued operations, net of tax on the Consolidated Statements of Operations for the years ended February 2, 2019, February 3, 2018 and January 28, 2017 are as follows (in thousands):



	Fiscal Year
	2019			2018			2017
Net sales	$	723,125		$	779,469		$	847,510
Cost of sales	348,038			374,730			405,903
Selling and administrative expenses	370,480			391,982			400,513
Goodwill and trademark impairment	5,736			182,211			—
Asset impairments and other, net	2,394			1,068			4,773
Loss on sale of Lids Sports Group	(126,321		)	—			—
Other components of net periodic benefit cost	(23		)	(128		)	(69		)
Gain on sale of Lids Team Sports	—			—			2,404
Provision for discontinued operations⁽¹⁾	(743		)	(552		)	(701		)
(Loss) earnings from discontinued operations before taxes	(130,610		)	(171,202		)	37,955
Income tax expense (benefit)	(27,456		)	(22,655		)	13,406
(Loss) earnings from discontinued operations, net of tax	$	(103,154	)	$	(148,547	)	$	24,549

⁽¹⁾ Expenses primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company (see additional disclosures below and Note 13).

Note 3

Asset Impairments and Other Charges and Discontinued Operations, Continued

During the fourth quarter of Fiscal 2019, the Company recorded a loss on the sale of Lids Sports Group of $98.3 million, net of tax, on the sale of these assets, representing the sales price less the value of the Lids Sports Group assets sold and other miscellaneous charges, including divestiture transaction costs, offset by a tax benefit on the loss. Included in the loss on the sale is a $48.7 million write-off of trademarks. The loss on the sale of Lids Sports Group is reflected in the table above. The tax benefit associated with discontinued operations differs from the effective rate due to the mix of earnings and loss in the various jurisdictions, the impact of permanent items and other factors.

Assets and liabilities of discontinued operations presented in the Consolidated Balance Sheets at February 3, 2018 are included in the following table. The sale of Lids Sports Group was completed on February 2, 2019, and, accordingly, the assets and liabilities are not included as of February 2, 2019.



(In thousands)	February 3, 2018
Assets
Accounts Receivable	$	9,678
Inventories	154,215
Prepaids and other current assets	13,203
Current assets - discontinued operations	$	177,096
Property and equipment, net	$	84,082
Trademarks	54,748
Other Intangibles	454
Long-term assets - discontinued operations	$	139,284
Liabilities
Accounts payable	$	17,675
Accrued employee compensation	1,870
Other accrued liabilities	21,697
Current liabilities - discontinued operations	$	41,242

Deferred rent and other long-term liabilities	$	25,907
Long-term liabilities - discontinued operations	$	25,907

Note 3

Asset Impairments and Other Charges and Discontinued Operations, Continued

The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows. The following table summarizes depreciation and amortization, capital expenditures and the significant operating noncash items from discontinued operations for each period presented:



	Fiscal Year
(In thousands)	2019		2018		2017
Depreciation and amortization	$	24,778	$	26,793	$	25,825
Capital expenditures	15,450		29,244		19,045
Impairment of intangible assets	5,736		182,211		—
Impairment of long-lived assets	1,670		1,007		5,052

Discontinued Operations related to Environmental Matters

In Fiscal 2019, Fiscal 2018 and Fiscal 2017, the Company recorded an additional charge to earnings of $0.7 million, $0.6 million and $0.7 million, respectively, reflected in (loss) earnings from discontinued operations, net in the Consolidated Statements of Operations primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company (see Note 13).



Accrued Provision for Discontinued Operations
In thousands	Facility Shutdown Costs
Balance January 30, 2016	$	15,619
Additional provision Fiscal 2017	701
Charges and adjustments, net	(11,277		)
Balance January 28, 2017	5,043
Additional provision Fiscal 2018	552
Charges and adjustments, net	(1,986		)
Balance February 3, 2018	3,609
Additional provision Fiscal 2019	743
Charges and adjustments, net	(1,953		)
Balance February 2, 2019⁽¹⁾	2,399
Current provision for discontinued operations	553
Total Noncurrent Provision for Discontinued Operations	$	1,846

⁽¹⁾Includes a $1.8 million environmental provision, including $0.6 million in current provision for discontinued operations.

Inventories

12 Months Ended

Feb. 02, 2019

Inventory Disclosure [Abstract]

Inventories



In thousands	February 2, 2019		February 3, 2018
Wholesale finished goods	$	45,679	$	52,924
Retail merchandise	320,988		335,486
Total Inventories	$	366,667	$	388,410

Fair Value

12 Months Ended

Feb. 02, 2019

Fair Value Disclosures [Abstract]

Fair Value

The Fair Value Measurements and Disclosures Topic of the Codification defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. This Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table presents the Company’s assets and liabilities measured at fair value on a nonrecurring basis as of February 2, 2019 aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):



	Long-Lived Assets Held and Used		Level 1		Level 2		Level 3		Impairment Charges
Measured as of May 5, 2018	$	434	$	—	$	—	$	434	$	1,025
Measured as of August 4, 2018	171		—		—		171		329
Measured as of November 3, 2018	—		—		—		—		699
Measured as of February 2, 2019	422		—		—		422		2,099
Total Asset Impairment Fiscal 2019									$	4,152

In accordance with the Property, Plant and Equipment Topic of the Codification, the Company recorded $4.2 million of impairment charges as a result of the fair value measurement of its long-lived assets

Note 5

Fair Value, Continued

held and used and tested on a nonrecurring basis during the twelve months ended February 2, 2019. These charges are reflected in asset impairments and other, net on the Consolidated Statements of Operations.

The Company used a discounted cash flow model to estimate the fair value of these long-lived assets. Discount rate and growth rate assumptions are derived from current economic conditions, expectations of management and projected trends of current operating results. As a result, the Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs that fall within Level 3 of the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Long-Term Debt

12 Months Ended

Feb. 02, 2019

Debt Disclosure [Abstract]

Long-Term Debt



In thousands	February 2, 2019			February 3, 2018
U.S. Revolver borrowings	$	56,773		$	69,372
UK term loans	8,992			11,479
UK revolver borrowings	—			7,594
Deferred note expense on term loans	(22		)	(60		)
Total long-term debt	65,743			88,385
Current portion	8,992			1,766
Total Noncurrent Portion of Long-Term Debt	$	56,751		$	86,619

Long-term debt maturing during each of the next five fiscal years is $9.0 million, $0.0 million, $0.0 million, $56.8 million and $0.0 million, respectively.

The Company had $56.8 million of revolver borrowings outstanding under the Credit Facility at February 2, 2019, which includes $14.0 million (£10.7 million) related to Genesco (UK) Limited and $42.8 million (C$56.0 million) related to GCO Canada, and had $9.0 million (£6.9 million) in term loans outstanding and $0.0 million (€0.0 million) in revolver loans outstanding under the U.K. Credit Facilities (described below) at February 2, 2019. The Company had outstanding letters of credit of $11.2 million under the Credit Facility at February 2, 2019. These letters of credit support lease and insurance indemnifications.

U. S. Credit Facility:

On February 1, 2019, the Company entered into a First Amendment (the "Amendment") to the Fourth Amended and Restated Credit Agreement, (the “Credit Facility”) by and among the Company, certain subsidiaries of the Company party thereto (the "Borrowers"), the lenders party thereto (the "Lenders") and Bank of America, N.A., as agent (the "Agent"), amending the Fourth Amended and Restated Credit Agreement, dated as of January 31, 2018. The Amendment modifies the Credit Facility to, among other things, decrease each of the Domestic Total Commitments and the Total Commitments from $400.0 million to $275.0 million and to permit the sale of Lids Sports Group. The Credit Facility matures January 31, 2023.

Note 6

Long-Term Debt, Continued

Deferred financing costs incurred of $1.7 million related to the Credit Facility were capitalized and being amortized over five years. In connection with the Amendment to the Credit Facility, deferred financing costs of $0.6 million were written off based on a prorata reduction in the Credit Facility. These costs are included in loss on early retirement of debt on the Consolidated Statements of Operations. The remaining balance of deferred financing costs incurred related to the Credit Facility are being amortized over the remaining four years of the agreement. These costs are included in other non-current assets on the Consolidated Balance Sheets.

The material terms of the Credit Facility are as follows:

Availability

The Credit Facility, as amended, is a revolving credit facility in the aggregate principal amount of $275.0 million, including (i) for the Company and the other borrowers formed in the U.S., a $70.0 million sublimit for the issuance of letters of credit and a domestic swingline subfacility of up to $45.0 million, (ii) for GCO Canada Inc., a revolving credit subfacility in an aggregate amount not to exceed $70.0 million, which includes a $5.0 million sublimit for the issuance of letters of credit and a swingline subfacility of up to $5.0 million, and (iii) for Genesco (UK) Limited, a revolving credit subfacility in an aggregate amount not to exceed $100.0 million, which includes a $10.0 million sublimit for the issuance of letters of credit and a swingline subfacility of up to $10.0 million. Any swingline loans and any letters of credit and borrowings under the Canadian and UK subfacilities will reduce the availability under the Credit Facility on a dollar-for-dollar basis.

The Company has the option, from time to time, to increase the availability under the Credit Facility by an aggregate amount of up to $200.0 million subject to, among other things, the receipt of commitments for the increased amount. In connection with this increased facility, the Canadian revolving credit subfacility may be increased by no more than $15.0 million and the UK revolving credit subfacility may be increased by no more than $100.0 million.

The aggregate amount of the loans made and letters of credit issued under the Credit Facility, as amended, shall at no time exceed the lesser of the facility amount ($275.0 million or, if increased as described above, up to $475.0 million) or the "Borrowing Base", which generally is based on 90% of eligible inventory (increased to 92.5% during fiscal months September through November) plus 85% of eligible wholesale receivables plus 90% of eligible credit card and debit card receivables of the Company and the other borrowers formed in the U.S. and GCO Canada Inc. less applicable reserves (the "Loan Cap"). If requested by the Company and Genesco (UK) Limited and agreed to by the required percentage of Lenders, the relevant assets of Genesco (UK) Limited will be included in the Borrowing Base, provided that amounts borrowed by Genesco (UK) Limited based solely on its own borrowing base will be limited to $100.0 million, subject to the increased facility as described above. At no time can the total loans outstanding to Genesco (UK) Limited and to GCO Canada Inc. exceed 50% of the Loan Cap. In the event that the availability for GCO Canada Inc. to borrow loans based solely on its own borrowing base is completely utilized, GCO Canada Inc. will have the ability, subject to certain terms and conditions, to obtain additional loans (but not to exceed its total revolving credit subfacility amount) to the extent of the then unused portion of the domestic Loan Cap.

Note 6

Long-Term Debt, Continued

The Credit Facility also provides that a first-in, last-out tranche could be added to the revolving credit facility at the option of the Company subject to, among other things, the receipt of commitments for such tranche.

Collateral

The loans and other obligations under the Credit Facility are secured by a perfected first priority lien on, and security interest in certain assets of the Company and certain subsidiaries of the Company, including accounts receivable, inventory, payment intangibles, and deposit accounts and specifically excludes intellectual property, equity interests, equipment, real estate and leaseholds interests. The assets of GCO Canada Inc. pledged as collateral only serve to secure the obligations of GCO Canada Inc. and Genesco (UK) Limited and their respective subsidiaries. The assets of Genesco (UK) Limited will not be pledged as collateral unless the UK borrowing base is established and once pledged, will only serve to secure the obligations of GCO Canada Inc. and Genesco (UK) Limited and their respective subsidiaries.

Interest and Fees

The Company’s borrowings under the Credit Facility bear interest at varying rates that, at the Company’s option, can be based on:

Domestic Facility:

(a) LIBOR (not to be less than zero) plus the applicable margin (based on average Excess Availability (as defined below) during the prior quarter), or (b) the domestic Base Rate (not to be less than zero) (defined as the highest of (i) the Bank of America prime rate, (ii) the federal funds rate plus 0.50%, and (iii) LIBOR for an interest period of thirty days plus 1.0%) plus the applicable margin.

Canadian SubFacility:

For loans made in Canadian dollars, (a) the bankers’ acceptances (“BA”) rate (not to be less than zero) plus the applicable margin, or (b) the Canadian Prime Rate (not to be less than zero) (defined as the highest of the (i) Bank of America Canadian Prime Rate, and (ii) the BA rate for a one month interest period plus 1.0%) plus the applicable margin.

For loans made in U.S. dollars, (a) LIBOR plus the applicable margin, or (b) the U.S. Index Rate (not to be less than zero) (defined as the highest of the (i) Bank of America (Canada branch) U.S. dollar base rate, (ii) the Federal Funds rate plus 0.50%, and (iii) LIBOR for an interest period of thirty days plus 1.0%) plus the applicable margin.

UK Sub-Facility:

LIBOR (not to be less than zero) plus the applicable margin.

Note 6

Long-Term Debt, Continued

Swingline Loans:

Domestic swingline loans - domestic Base Rate plus the applicable margin.

UK swingline loans - UK Base Rate (being the "base rate" of the local Bank of America branch in the jurisdiction of the currency chosen) plus the applicable margin.

Canadian swingline loans - Canadian Prime Rate or U.S. Index Rate, plus the applicable margin.

The initial applicable margin for domestic Base Rate loans (including domestic swingline loans), U.S. Index rate loans (including Canadian swingline loans) and Canadian Prime Rate loans (including Canadian swingline loans) was 0.50% and the initial applicable margin for LIBOR loans, BA equivalent loans and UK swingline loans was 1.50%. Thereafter, the applicable margin is subject to adjustment based on the average daily “Excess Availability” for the prior quarter. The term “Excess Availability” means, as of any given date, the excess (if any) of the Loan Cap over the outstanding credit extensions under the Credit Facility.

Interest on the Company’s borrowings is payable monthly in arrears for domestic Base Rate loans (including domestic swingline loans), U.S. Index rate loans (including Canadian swingline loans),

Canadian Prime Rate loans (including Canadian swingline loans) and UK swingline loans and at the end of each interest rate period (but not less often than quarterly) for LIBOR loans and BA equivalent loans.

The Company is also required to pay a commitment fee on the actual daily unused portions of the Credit Facility at a rate of 0.25% per annum.

Currency

Loans to GCO Canada, Inc. may be made in U.S. dollars or Canadian dollars. Loans to Genesco (UK) Limited may be made in U.S. dollars, Euros, Pounds Sterling or any other freely transferable currencies approved by the Agent and applicable lenders.

Certain Covenants

The Company is not required to comply with any financial covenants unless Excess Availability is less than the greater of $17.5 million or 10% of the Loan Cap. If and during such time as Excess Availability is less than the greater of $17.5 million or 10% of the Loan Cap, the Credit Facility requires the

Company to meet a minimum fixed charge coverage ratio of (a) an amount equal to consolidated EBITDA less capital expenditures and taxes paid in cash, in each case for such period, to (b) fixed charges for such period, of not less than 1.0:1.0. Excess Availability was $151.4 million at February 2, 2019. Because Excess Availability exceeded the greater of $17.5 million or 10% of the Loan Cap, the Company was not required to comply with this financial covenant at February 2, 2019.

The Credit Facility also permits the Company to incur senior debt in an amount up to the greater of $500.0 million or an amount that would not cause the Company's ratio of consolidated total indebtedness to consolidated EBITDA to exceed 5.0:1.0 provided that certain terms and conditions are met.

Note 6

Long-Term Debt, Continued

In addition, the Credit Facility contains certain covenants that, among other things, restrict additional indebtedness, liens and encumbrances, loans and investments, acquisitions, dividends and other restricted payments, transactions with affiliates, asset dispositions, mergers and consolidations, prepayments or material amendments to certain material documents and other matters customarily restricted in such agreements.

Cash Dominion

The Credit Facility also contains cash dominion provisions that apply in the event that the Company’s Excess Availability is less than the greater of $20.0 million or 12.5% of the Loan Cap for three consecutive business days or if certain events of default occur under the Credit Facility.

Events of Default

The Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness in excess of specified amounts and to agreements which would have a material adverse effect if breached, certain events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts and change in control.

Certain of the lenders under the Credit Facility or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.

U.K. Credit Facility

In April 2017, Schuh Group Limited entered into an Amendment and Restatement Agreement which amended the Form of Amended and Restated Facilities Agreement and Working Capital Facility Letter ("UK Credit Facilities") dated May 2015. The amendment includes a new Facility A of £1.0 million, a Facility B of £9.4 million, a Facility C revolving credit agreement of £16.5 million, a working capital facility of £2.5 million and an additional revolving credit facility, Facility D, of €7.2 million for its operations in Ireland and Germany. The Facility A loan was paid off in April 2017. The Facility B loan bears interest at LIBOR plus 2.5% per annum with quarterly payments through September 2019. The Facility C bears interest at LIBOR plus 2.2% per annum and expires in September 2019. The Facility D bears interest at EURIBOR plus 2.2% per annum and expires in September 2019.

The UK Credit Facilities contain certain covenants at the Schuh level including a minimum interest coverage covenant of 4.50x and a maximum leverage covenant of 1.75x. The Company was in compliance with all the covenants at February 2, 2019. The UK Credit Facilities are secured by a pledge of all the assets of Schuh and its subsidiaries.

Commitments Under Long-Term Leases

12 Months Ended

Feb. 02, 2019

Leases [Abstract]

Commitments Under Long-Term Leases

Operating Leases

The Company leases its office space and all of its retail store locations, certain distribution centers and transportation equipment under various noncancelable operating leases. The leases have varying terms and expire at various dates through 2033. The store leases in the United States, Puerto Rico and Canada typically have initial terms of approximately 10 years. The stores leases in the United Kingdom, the Republic of Ireland and Germany typically have initial terms of between 10 and 15 years. Generally, most of the leases require the Company to pay taxes, insurance, maintenance costs and contingent rentals based on sales. Approximately 2% of the Company’s leases contain renewal options.

Rental expense under operating leases of continuing operations was:



In thousands	2019			2018			2017
Minimum rentals	$	192,508		$	196,392		$	179,806
Contingent rentals	10,271			6,979			7,459
Sublease rentals	(191		)	(223		)	(757		)
Total Rental Expense	$	202,588		$	203,148		$	186,508

Minimum rental commitments payable in future years are:



Fiscal Years	In thousands
2020	$	183,432
2021	171,584
2022	159,155
2023	140,889
2024	119,023
Later years	323,638
Total Minimum Rental Commitments	$	1,097,721

For leases that contain predetermined fixed escalations of the minimum rentals, the related rental expense is recognized on a straight-line basis and the cumulative expense recognized on the straight-line basis in excess of the cumulative payments is included in deferred rent and other long-term liabilities on the Consolidated Balance Sheets. The Company occasionally receives reimbursements from landlords to be used towards construction of the store the Company intends to lease.

Leasehold improvements are recorded at their gross costs including items reimbursed by landlords. The reimbursements are recorded as deferred rent and amortized as a reduction of rent expense over the initial lease term. Tenant allowances of $22.5 million and $23.3 million at February 2, 2019 and February 3, 2018, respectively, and deferred rent of $48.6 million and $44.8 million at February 2, 2019 and February 3, 2018, respectively, are included in deferred rent and other long-term liabilities on the Consolidated Balance Sheets.

Equity

12 Months Ended

Feb. 02, 2019

Equity [Abstract]

Equity

Non-Redeemable Preferred Stock



	Shares Authorized	Number of Shares			Amounts in Thousands
Class	Shares Authorized	2019	2018	2017	2019			2018			2017
Employees’ Subordinated Convertible Preferred	5,000,000	36,147	36,671	37,646	$	1,084		$	1,100		$	1,129
Stated Value of Issued Shares					1,084			1,100			1,129
Employees’ Preferred Stock Purchase Accounts					(24		)	(48		)	(69		)
Total Non-Redeemable Preferred Stock					$	1,060		$	1,052		$	1,060

Subordinated Serial Preferred Stock:

The Company's charter permits the Board of Directors to issue Subordinated Serial Preferred Stock (3,000,000 shares, in aggregate, are authorized) in as many series, each with as many shares and such rights and preferences as the board may designate. The Company has shares authorized for $2.30 Series 1, $4.75 Series 3, $4.75 Series 4, Series 6 and $1.50 Subordinated Cumulative Preferred stocks in amounts of 64,368 shares, 40,449 shares, 53,764 shares, 800,000 shares and 5,000,000 shares, respectively. All of these preferred stocks were mandatorily redeemed by the Company in Fiscal 2014. As a result, there are no outstanding shares for any preferred issues of stock other than Employees' Subordinated Convertible Preferred stock shown in the table above.

Preferred Stock Transactions



In thousands	Non-Redeemable Employees’ Preferred Stock			Employees’ Preferred Stock Purchase Accounts			Total Non-Redeemable Preferred Stock
Balance January 30, 2016	$	1,146		$	(69	)	$	1,077
Other stock conversions	(17		)	—			(17		)
Balance January 28, 2017	1,129			(69		)	1,060
Other stock conversions	(29		)	21			(8		)
Balance February 3, 2018	1,100			(48		)	1,052
Other stock conversions	(16		)	24			8
Balance February 2, 2019	$	1,084		$	(24	)	$	1,060

Note 8

Equity, Continued

Employees’ Subordinated Convertible Preferred Stock:

Stated and liquidation values are 88 times the average quarterly per share dividend paid on common stock for the previous eight quarters (if any), but in no event less than $30 per share. Each share of this issue of preferred stock is convertible into one share of common stock and has one vote per share.

Common Stock:

Common stock-$1 par value. Authorized: 80,000,000 shares; issued: February 2, 2019 – 19,591,048 shares; February 3, 2018 –20,392,253 shares. There were 488,464 shares held in treasury at February 2, 2019 and February 3, 2018. Each outstanding share is entitled to one vote. At February 2, 2019, common shares were reserved as follows: 36,147 shares for conversion of preferred stock and 1,354,713 shares for the Second Amended and Restated 2009 Genesco Inc. Equity Incentive Plan (the "2009 Plan").

For the year ended February 2, 2019, 353,633 shares of common stock were issued as restricted shares as part of the 2009 Plan; 36,421 shares were issued to directors in exchange for their services; 69,762 shares were withheld for taxes on restricted stock vested in Fiscal 2019; 153,646 shares of restricted stock were forfeited in Fiscal 2019; and 524 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 968,375 shares of common stock at an average weighted market price of $47.45 for a total of $45.9 million.

For the year ended February 3, 2018, 356,224 shares of common stock were issued as restricted shares as part of the 2009 Plan; 30,620 shares were issued to directors in exchange for their services; 50,957 shares were withheld for taxes on restricted stock vested in Fiscal 2018; 23,581 shares of restricted stock were forfeited in Fiscal 2018; and 975 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 275,300 shares of common stock at an average weighted market price of $58.71 for a total of $16.2 million.

For the year ended January 28, 2017, 26,696 shares of common stock were issued for the exercise of stock options at an average weighted exercise price of $38.13, for a total of $1.0 million; 236,364 shares of common stock were issued as restricted shares as part of the 2009 Plan; 23,252 shares were issued to directors in exchange for their services; 55,563 shares were withheld for taxes on restricted stock vested in Fiscal 2017; 43,998 shares of restricted stock were forfeited in Fiscal 2017; and 591 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 2,155,869 shares of common stock at an average weighted market price of $61.81 for a total of $133.3 million.

Note 8

Equity, Continued

Restrictions on Dividends and Redemptions of Capital Stock:

The Company’s charter provides that no dividends may be paid and no shares of capital stock acquired for value if there are dividend or redemption arrearages on any senior or equally ranked stock. Exchanges of subordinated serial preferred stock for common stock or other stock junior to such exchanged stock are permitted.

The Company’s Credit Facility prohibits the payment of dividends unless as of the date of the making of any such Restricted Payment (as defined in the Credit Facility), (a) no Default (as defined in the Credit Facility) or Event of Default (as defined in the Credit Facility) exists or would arise after giving effect to such Restricted Payment, and (b) either (i) the Borrowers (as defined in the Credit Facility) have pro forma Excess Availability (as defined in the Credit Facility) for the prior 60 day period equal to or greater than 20% of the Loan Cap (as defined in the Credit Facility), after giving pro forma effect to such Restricted Payment, or (ii) (A) the Borrowers have pro forma Excess Availability for the prior 60 day period of less than 20% of the Loan Cap but equal to or greater than 15% of the Loan Cap, after giving pro forma effect to the Restricted Payment, and (B) the Fixed Charge Coverage Ratio (as defined in the Credit Facility), on a pro forma basis for the twelve months preceding such Restricted Payment, will be equal to or greater than 1.0:1.0, and (c) after giving effect to such Restricted Payment, the Borrowers are Solvent (as defined in the Credit Facility). Notwithstanding the foregoing, the Company may make cash dividends on preferred stock up to $0.5 million in any fiscal year absent a continuing Event of Default. The Company’s management does not expect availability under the Credit Facility to fall below the requirements listed above during Fiscal 2020.

Note 8

Equity, Continued

Changes in the Shares of the Company’s Capital Stock



	Common Stock		Employees’ Preferred Stock
Issued at January 30, 2016	22,322,799		38,196
Exercise of options	26,696		—
Issue restricted stock	236,364		—
Shares repurchased	(2,155,869	)	—
Other	(75,718	)	(550	)
Issued at January 28, 2017	20,354,272		37,646
Issue restricted stock	356,224		—
Shares repurchased	(275,300	)	—
Other	(42,943	)	(975	)
Issued at February 3, 2018	20,392,253		36,671
Issue restricted stock	353,633		—
Shares repurchased	(968,375	)	—
Other	(186,463	)	(524	)
Issued at February 2, 2019	19,591,048		36,147
Less shares repurchased and held in treasury	488,464		—
Outstanding at February 2, 2019	19,102,584		36,147

Income Taxes

12 Months Ended

Feb. 02, 2019

Income Tax Disclosure [Abstract]

Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted in the United States. The Act includes a number of changes to existing U.S. tax laws that impact the Company including the reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The Act also provides for a one-time transition tax on indefinitely reinvested foreign earnings and the acceleration of depreciation for certain assets placed into service after September 27, 2017, as well as prospective changes beginning in 2018, including the elimination of certain domestic deductions and credits and additional limitations on the deductibility of executive compensation.

The Company recognized the income tax effects of the Act in its financial statements for the year ended February 3, 2018 in accordance with Staff Accounting Bulletin No. 118 ("SAB 118"), which provides SEC staff guidance for the application of ASC Topic 740, "Income Taxes" ("ASC 740"), in the reporting period in which the Act was signed into law. As such, the Company’s Fiscal 2018 financial results reflected the income tax effects of the Act for which accounting under ASC 740 was incomplete but a reasonable estimate could be determined. The Company did not identify items for which the income tax effects of the Act have not been completed and a reasonable estimate could not be determined as of February 3, 2018. The Company's Fiscal 2019 financial results reflected all tax effects from the Act.

The changes to existing U.S. tax laws as a result of the Act, which have the most significant impact on the Company’s provision for income taxes as of February 2, 2019 are as follows:

Reduction of the U.S. Corporate Income Tax Rate

The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, the Company’s deferred tax assets and liabilities were adjusted to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a $5.3 million increase in income tax expense for the year ended February 3, 2018 and a corresponding $5.3 million decrease in net deferred tax assets as of February 3, 2018.

Transition Tax on Foreign Earnings

The Company recognized a provisional income tax expense of $4.5 million for the year ended February 3, 2018 related to the one-time transition tax on indefinitely reinvested foreign earnings.

The adjustments to the deferred tax assets and liabilities and the liability for the transition tax on indefinitely reinvested foreign earnings, including the analysis of the Company's ability to fully utilize foreign tax credits associated with the transition tax, are provisional amounts estimated based on information reviewed as of February 3, 2018. The Company recorded an additional expense of $1.3 million in Fiscal 2019, as the one-time transition tax of $5.8 million was finalized.

Note 9

Income Taxes, Continued

The components of earnings from continuing operations before income taxes is comprised of the following:



In thousands	2019			2018		2017
United States	$	84,807		$	58,137	$	98,185
Foreign	(6,548		)	10,852		14,573
Total Earnings from Continuing Operations before Income Taxes	$	78,259		$	68,989	$	112,758

Income tax expense from continuing operations is comprised of the following:



In thousands	2019		2018			2017
Current
U.S. federal	$	13,657	$	25,093		$	24,535
International	1,649		5,421			3,291
State	4,029		3,828			4,687
Total Current Income Tax Expense	19,335		34,342			32,513
Deferred
U.S. federal	3,632		1,491			4,704
International	2,594		(3,498		)	1,182
State	1,474		(54		)	1,477
Total Deferred Income Tax Expense (Benefit)	7,700		(2,061		)	7,363
Total Income Tax Expense – Continuing Operations	$	27,035	$	32,281		$	39,876

Discontinued operations were recorded net of income tax expense (benefit) of approximately $(27.5) million, $(22.7) million and $13.4 million in Fiscal 2019, 2018 and 2017, respectively.

As a result of the exercise of stock options and vesting of restricted stock during Fiscal 2017, the Company realized an additional income tax benefit of approximately $0.3 million. These tax benefits are reflected as an adjustment to additional paid-in capital prior to Fiscal 2018. In Fiscal 2019 and 2018, the Company recognized additional income tax expense of $0.4 million and $2.2 million, respectively, due to the write-off of deferred tax assets in excess of the benefits of the tax deduction resulting from share-based compensation for vested awards as a component of the provision for income taxes following the adoption of ASC 718 in the first quarter of Fiscal 2018.

Note 9

Income Taxes, Continued

Deferred tax assets and liabilities are comprised of the following:



	February 2,			February 3,
In thousands	2019			2018
Identified intangibles	$	(3,265	)	$	(4,821	)
Prepaids	(1,638		)	(2,226		)
Convertible bonds	—			(372		)
Tax over book depreciation	—			(6,167		)
Pensions	(1,802		)	—
Gross deferred tax liabilities	(6,705		)	(13,586		)
Pensions	—			562
Deferred rent	11,081			14,214
Book over tax depreciation	2,739			—
Expense accruals	5,061			6,896
Uniform capitalization costs	7,938			9,549
Provisions for discontinued operations and restructurings	730			1,045
Inventory valuation	908			1,798
Tax net operating loss and credit carryforwards	15,766			3,682
Allowances for bad debts and notes	318			382
Deferred compensation and restricted stock	3,814			4,709
Other	39			2,177
Gross deferred tax assets	48,394			45,014
Deferred tax asset valuation allowance	(20,354		)	(6,351		)
Deferred tax asset net of valuation allowance	28,040			38,663
Net Deferred Tax Assets	$	21,335		$	25,077

The deferred tax balances have been classified in the Consolidated Balance Sheets as follows:



	2019		2018
Net non-current asset	$	21,335	$	25,077
Net non-current liability	—		—
Net Deferred Tax Assets	$	21,335	$	25,077

Note 9

Income Taxes, Continued

Reconciliation of the United States federal statutory rate to the Company’s effective tax rate from continuing operations is as follows:



	2019		2018		2017
U. S. federal statutory rate of tax	21.00	%	33.72	%	35.00	%
State taxes (net of federal tax benefit)	5.67		3.58		4.07
Foreign rate differential	(2.56	)	(5.66	)	(3.38	)
Change in valuation allowance	11.51		1.95		1.18
Impact of statutory rate change	—		7.74		—
Credits	(2.65	)	(1.80	)	(1.20	)
Permanent items	2.27		2.77		1.37
Uncertain federal, state and foreign tax positions	(1.68	)	(1.36	)	(1.21	)
Transition tax	2.23		6.47		—
Other	(1.24	)	(0.62	)	(0.47	)
Effective Tax Rate	34.55	%	46.79	%	35.36	%

The provision for income taxes resulted in an effective tax rate for continuing operations of 34.55% for Fiscal 2019, compared with an effective tax rate of 46.79% for Fiscal 2018. The tax rate for Fiscal 2019 was lower primarily due the reduction of the U.S. federal statutory rate from 35% to 21%.

As of February 2, 2019, February 3, 2018 and January 28, 2017, the Company had state net operating loss carryforwards of $5.7 million (against which a $3.3 million valuation allowance has been provided), $0.9 million and $0.4 million, respectively, which expire in fiscal years 2022 through 2039, and a federal net operating loss carryforward of $15.8 million for the fiscal year ended February 2, 2019, which has no expiration.

As of February 2, 2019, February 3, 2018 and January 28, 2017, the Company had state tax credits of $0.4 million at the end of each year. These credits expire in fiscal years 2020 through 2025.

As of February 2, 2019, February 3, 2018 and January 28, 2017, the Company had foreign net operating loss carryforwards of $28.4 million, $10.4 million and $7.3 million, respectively, which expire in 20 years.

As of February 2, 2019, the Company has provided a total valuation allowance of approximately $20.4 million on deferred tax assets associated primarily with foreign and state net operating losses for which management has determined it is more likely than not that the deferred tax assets will not be realized. The $14.0 million net increase in valuation allowance during Fiscal 2019 from the $6.4 million provided for as of February 3, 2018 relates to increases of $5.3 million in foreign net operating losses and increases of $5.4 million in fixed asset-related and other deferred tax assets that will likely never be realized. The Company has also provided a valuation on state net operating loss carryforwards of $3.3 million. Management believes that it is more likely than not that the remaining deferred tax assets will be fully realized.

Note 9

Income Taxes, Continued

Because of the transition tax on deemed repatriation required by the Act, the Company was subject to tax in Fiscal 2018 on the entire amount of its previously undistributed earnings from foreign subsidiaries as of December 31, 2017. Beginning in 2018, the Act will generally provide a 100% deduction for U.S. federal tax purposes of dividends received by the Company from its foreign subsidiaries.

The Act established new tax rules designed to tax U.S. companies on Global Intangible Low-Taxed Income ("GILTI") earned by foreign subsidiaries. The Company elected, as permitted in FASB Staff Q&A - Topic 740 - No. 5, to treat any future GILTI tax liabilities as period costs and will expense those liabilities in the period incurred. The Company therefore will not record deferred taxes associated with the GILTI provision for the Act. Because of losses in foreign jurisdictions, there was no liability for GILTI in Fiscal 2019

The methodology in ASC 740 prescribes that a company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold should be measured in order to determine the tax benefit to be recognized in the financial statements.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for Fiscal 2019, 2018 and 2017.



In thousands	2019			2018			2017
Unrecognized Tax Benefit – Beginning of Period	$	3,701		$	5,622		$	14,639
Gross Increases (Decreases) – Tax Positions in a Prior Period	—			(15		)	(7,585		)
Gross Increases (Decreases) – Tax Positions in a Current Period	(638		)	(166		)	491
Settlements	—			—			(742		)
Lapse of Statutes of Limitations	(1,228		)	(1,740		)	(1,181		)
Unrecognized Tax Benefit – End of Period	$	1,835		$	3,701		$	5,622

The amount of unrecognized tax benefits as of February 2, 2019, February 3, 2018 and January 28, 2017 which would impact the annual effective rate if recognized were $0.6 million, $0.6 million and $2.5 million, respectively. The amount of unrecognized tax benefits may change during the next twelve months but the Company does not believe the change, if any, will be material to the Company's consolidated financial position or results of operations.

The Company recognizes interest expense and penalties related to the above unrecognized tax benefits within income tax expense on the Consolidated Statements of Operations. Related to the uncertain tax benefits noted above, the Company recorded interest and penalties of approximately $0.1 million

benefit and $0.0 million benefit, respectively, during Fiscal 2019, $0.2 million benefit and $0.0 million benefit, respectively, during Fiscal 2018 and $0.8 million benefit and $0.0 million benefit, respectively,

during Fiscal 2017. The Company recognized a liability for accrued interest and penalties of $0.4 million and $0.1 million, respectively, as of February 2, 2019, $0.4 million and $0.1 million, respectively, as of February 3, 2018, and $0.6 million and $0.1 million, respectively, as of January 28, 2017. The

Note 9

Income Taxes, Continued

long-term portion of the unrecognized tax benefits and related accrued interest and penalties are included in deferred rent and other long-term liabilities on the Consolidated Balance Sheets.

The Company and its subsidiaries file income tax returns in federal and in many state and local jurisdictions as well as foreign jurisdictions. With few exceptions, the Company's state and local income tax returns for fiscal years ended January 31, 2016 and beyond remain subject to examination. In addition, the Company has subsidiaries in various foreign jurisdictions that have statutes of limitation generally ranging from two to six years. The Company's US federal income tax returns for the fiscal years ended January 31, 2016 and beyond remain subject to examination.

Defined Benefit Pension Plans and Other Postretirement Benefit Plans

12 Months Ended

Feb. 02, 2019

Retirement Benefits [Abstract]

Defined Benefit Pension Plans and Other Postretirement Benefit Plans

Defined Benefit Pension Plans

The Company previously sponsored a non-contributory, defined benefit pension plan. As of January 1, 1996, the Company amended the plan to change the pension benefit formula to a cash balance formula from the then existing benefit calculation based upon years of service and final average pay. The benefits accrued under the old formula were frozen as of December 31, 1995. Upon retirement, the participant will receive this accrued benefit payable as an annuity. In addition, the participant will receive as a lump sum (or annuity if desired) the amount credited to the participant’s cash balance account under the new formula. Effective January 1, 2005, the Company froze the defined benefit cash balance plan which prevents any new entrants into the plan as of that date as well as affects the amounts credited to the participants’ accounts as discussed below.

Under the cash balance formula, beginning January 1, 1996, the Company credits each participants’ account annually with an amount equal to 4% of the participant’s compensation plus 4% of the participant’s compensation in excess of the Social Security taxable wage base. Beginning December 31, 1996 and annually thereafter, the account balance of each active participant was credited with 7% interest calculated on the sum of the balance as of the beginning of the plan year and 50% of the amounts credited to the account, other than interest, for the plan year. The account balance of each participant who was inactive would be credited with interest at the lesser of 7% or the 30 year Treasury rate. Under the frozen plan, each participants’ cash balance plan account will be credited annually only with interest

at the 30 year Treasury rate, not to exceed 7%, until the participant retires. The amount credited each year will be based on the rate at the end of the prior year.

In June 2016, the Company's board of directors authorized an offer to vested former employees and active employees over the age of 62 in the Company's defined benefit pension plan to buy out their future benefits under the plan for a lump sum cash payment. The Company made the buyout offer in

the third quarter of Fiscal 2017, and completed it in the fourth quarter of Fiscal 2017. The Company incurred a one-time charge to earnings of $2.5 million in the fourth quarter of Fiscal 2017 in connection with the pension plan buyout.

In March 2019, the Company's board of directors authorized the termination of the defined benefit pension plan. The Company currently expects to complete the termination by the end of Fiscal 2020.

Note 10

Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued

Other Postretirement Benefit Plans

The Company provides health care benefits for early retirees that meet certain age and years of service criteria and life insurance benefits for certain retirees. Under the health care plan, early retirees are eligible for benefits until age 65. Employees who met certain requirements are eligible for life insurance benefits. The Company accrues such benefits during the period in which the employee renders service.

Obligations and Funded Status

The measurement date of the assets and liabilities for the defined benefit pension plan and postretirement medical and life insurance plans is the month-end date that is closest to the Company's fiscal year end.

Change in Benefit Obligation



	Pension Benefits						Other Benefits
In thousands	2019			2018			2019			2018
Benefit obligation at beginning of year	$	85,035		$	86,947		$	10,584		$	8,943
Service cost - ongoing operations	450			550			409			507
Service cost - discontinued operations	—			—			300			396
Interest cost - ongoing operations	3,022			3,277			214			251
Interest cost - discontinued operations	—			—			80			103
Plan participants’ contributions	—			—			126			159
Effect of plan change	—			—			(3,658		)	—
Benefits paid	(7,490		)	(7,811		)	(231		)	(403		)
Actuarial (gain) loss	(2,695		)	2,072			(3,299		)	628
Benefit Obligation at End of Year	$	78,322		$	85,035		$	4,525		$	10,584

Change in Plan Assets



	Pension Benefits						Other Benefits
In thousands	2019			2018			2019			2018
Fair value of plan assets at beginning of year	$	85,730		$	80,682		$	—		$	—
Actual gain on plan assets	892			12,859			—			—
Employer contributions	3,500			—			105			244
Plan participants’ contributions	—			—			126			159
Benefits paid	(7,490		)	(7,811		)	(231		)	(403		)
Fair Value of Plan Assets at End of Year	$	82,632		$	85,730		—			—
Funded Status at End of Year	$	4,310		$	695		$	(4,525	)	$	(10,584	)

Note 10

Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued

Amounts recognized in the Consolidated Balance Sheets consist of:



	Pension Benefits				Other Benefits
In thousands	2019		2018		2019			2018
Noncurrent assets	$	4,310	$	695	$	—		$	—
Current liabilities	—		—		(391		)	(393		)
Noncurrent liabilities	—		—		(4,134		)	(10,191		)
Net Amount Recognized	$	4,310	$	695	$	(4,525	)	$	(10,584	)

Amounts recognized in accumulated other comprehensive income consist of:



	Pension Benefits				Other Benefits
In thousands	2019		2018		2019			2018
Prior service cost	$	—	$	—	$	(2,165	)	$	—
Net loss (gain)	8,148		8,314		(334		)	3,008
Total Recognized in Accumulated Other Comprehensive Loss	$	8,148	$	8,314	$	(2,499	)	$	3,008

Amounts for projected and accumulated benefit obligation and fair value of plan assets are as follows:



In thousands	February 2, 2019		February 3, 2018
Projected benefit obligation	$	78,322	$	85,035
Accumulated benefit obligation	78,322		85,035
Fair value of plan assets	82,632		85,730

Components of Net Periodic Benefit Cost

Net Periodic Benefit Cost



	Pension Benefits									Other Benefits
In thousands	2019			2018			2017			2019			2018		2017
Service cost	$	450		$	550		$	550		$	409		$	507	$	429

Interest cost	3,022			3,277			4,118			214			251		225
Expected return on plan assets	(4,198		)	(4,505		)	(5,641		)	—			—		—
Settlement loss recognized	—			—			2,456			—			—		—
Amortization:
Prior service cost	—			—			—			(231		)	—		—
Losses	776			834			810			37			114		117
Net amortization	$	776		$	834		$	810		$	(194	)	$	114	$	117
Other components of net periodic benefit cost	$	(400	)	$	(394	)	$	1,743		$	20		$	365	$	342
Net Periodic Benefit Cost - Ongoing Operations	$	50		$	156		$	2,293		$	429		$	872	$	771
Net Periodic Benefit Cost - Discontinued Operations	$	—		$	—		$	—		$	(877	)	$	524	$	344

Note 10

Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued

Reconciliation of Accumulated Other Comprehensive Income



	Pension Benefits			Other Benefits
In thousands	2019			2019
Net (gain) loss	$	610		$	(3,299	)
Prior service cost	—			(3,658		)
Amortization of prior service cost	—			294
Recognition of prior service cost due to curtailment	—			1,199
Amortization of net actuarial loss	(776		)	(42		)
Total Recognized in Other Comprehensive Income	$	(166	)	$	(5,506	)
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income	$	(116	)	$	(5,954	)

The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year

are $0.3 million and $0.0 million, respectively. The estimated net gain and prior service cost for the other postretirement benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $0.0 million and $0.9 million, respectively.

Weighted-average assumptions used to determine benefit obligations



	Pension Benefits				Other Benefits
	2019		2018		2019		2018
Discount rate	4.05	%	3.70	%	3.48	%	3.67	%
Rate of compensation increase	NA		NA		NA		NA

For Fiscal 2019 and 2018, the discount rate was based on a yield curve of high quality corporate bonds with cash flows matching the Company’s planned expected benefit payments.

The increase in the discount rate for Fiscal 2019 decreased the accumulated benefit obligation by $2.4 million and decreased the projected benefit obligation by $2.4 million. The decrease in the discount rate for Fiscal 2018 increased the accumulated benefit obligation by $1.9 million and increased the projected benefit obligation by $1.9 million.

Weighted-average assumptions used to determine net periodic benefit costs



	Pension Benefits						Other Benefits
	2019		2018		2017		2019		2018		2017
Discount rate	3.70	%	3.95	%	4.30	%	3.67	%	3.98	%	4.04	%
Expected long-term rate of return on plan assets	5.65	%	6.05	%	6.35	%	NA		NA		NA
Rate of compensation increase	NA		NA		NA		NA		NA		NA

Note 10

Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued

To develop the expected long-term rate of return on assets assumption, the Company considered historical asset returns, the current asset allocation and future expectations. Considering this information, the Company selected a 5.65% long-term rate of return on assets assumption.

Assumed health care cost trend rates



	2019		2018
Health care cost trend rate assumed for next year	7.25	%	8.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	6.75	%	5	%
Year that the rate reaches the ultimate trend rate	2022		2028

The effect on disclosed information of one percentage point change in the assumed health care cost trend rate for each future year is shown below.



In thousands	1% Increase in Rates		1% Decrease in Rates
Aggregated service and interest cost	$	220	$	177
Accumulated postretirement benefit obligation	$	290	$	265

Plan Assets

The Company’s pension plan weighted average asset allocations as of February 2, 2019 and February 3, 2018, by asset category are as follows:



	Plan Assets
	February 2, 2019		February 3, 2018
Asset Category
Cash	2	%	2	%
Equity securities	0	%	64	%
Debt securities	98	%	34	%
Total	100	%	100	%

The investment strategy of the trust is to ensure over the long-term an asset pool, that when combined with Company contributions, will support benefit obligations to participants, retirees and beneficiaries. Investment management responsibilities of plan assets are delegated to outside investment advisers

and overseen by an Investment Committee comprised of members of the Company’s senior management that are appointed by the Board of Directors. The Company has an investment policy that provides direction on the implementation of this strategy.

The investment policy establishes a target allocation for each asset class and investment manager. The actual asset allocation versus the established target is reviewed at least quarterly and is maintained within a +/- 5% range of the target asset allocation. Target allocations are 98% fixed income and 2% cash investments. The Plan's target allocation was changed to fixed income in Fiscal 2019 from the

Note 10

Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued

previous equity and fixed income allocation in an attempt to de-risk the Plan in advance of the plan termination expected to be completed in Fiscal 2020.

All investments are made solely in the interest of the participants and beneficiaries for the exclusive purposes of providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the trust as determined by the Investment Committee. All assets shall be properly

diversified to reduce the potential of a single security or single sector of securities having a disproportionate impact on the portfolio.

The Committee utilizes an outside investment consultant and investment managers to implement its various investment strategies. Performance of the managers is reviewed quarterly and the investment objectives are consistently evaluated.

At February 2, 2019 and February 3, 2018, there were no Company related assets in the plan.

For level 1 securities in the fair value hierarchy, quoted market prices are used to value pension plan assets. Publicly traded investment funds and U.S. government obligations are valued at the closing price reported on the active market on which the individual security is traded. For level 2 securities in the fair value hierarchy, the Company's pension assets are invested principally in commingled funds. Commingled funds represent investment funds comprising multiple individual financial instruments.

The commingled funds held consist of securities such as equity or debt. All underlying positions in these commingled funds are either exchange traded or measured using observable inputs for similar instruments. The fair value of commingled funds is based on net asset value ("NAV") per fund share (the unit of account), derived from the prices of the underlying securities in the funds. These commingled funds can be redeemed at the measurement date NAV.

The following tables present the pension plan assets by level within the fair value hierarchy as of February 2, 2019 and February 3, 2018.



February 2, 2019 (In thousands)	Level 1			Level 2		Level 3		Total
Equity Securities:
International Securities	$	—		$	—	$	—	$	—
U.S. Securities	—			—		—		—
Fixed Income Securities	—			80,876		—		80,876
Other:
Cash Equivalents	1,871			—		—		1,871
Other (includes receivables and payables)	(115		)	—		—		(115		)
Total Pension Plan Assets	$	1,756		$	80,876	$	—	$	82,632

Note 10

Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued



February 3, 2018 (In thousands)	Level 1			Level 2		Level 3		Total
Equity Securities:
International Securities	$	—		$	11,076	$	—	$	11,076
U.S. Securities	—			44,013		—		44,013
Fixed Income Securities	—			28,795		—		28,795
Other:
Cash Equivalents	1,893			—		—		1,893
Other (includes receivables and payables)	(47		)	—		—		(47		)
Total Pension Plan Assets	$	1,846		$	83,884	$	—	$	85,730

Cash Flows

Return of Assets

There was no return of assets from the plan to the Company in Fiscal 2019 and no plan assets are projected to be returned to the Company in Fiscal 2020.

Contributions

There was no Employee Retirement Income Security Act of 1974, as amended ("ERISA") cash requirement for the plan in 2018 and none is projected to be required in 2019. It is the Company’s policy to contribute enough cash to maintain at least an 80% funding level. The Company made a $3.5 million contribution in September 2018.

Estimated Future Benefit Payments

Expected benefit payments from the trust, including future service and pay, are as follows:



Estimated future payments	Pension Benefits ($ in millions)		Other Benefits ($ in millions)
2019	$	7.0	$	0.4
2020	6.7		0.4
2021	6.4		0.4
2022	6.4		0.4
2023	6.2		0.4
2024 – 2028	27.1		1.9

Section 401(k) Savings Plan

The Company has a Section 401(k) Savings Plan available to employees who have completed one full year of service and are age 21 or older.

Since January 1, 2005, the Company has matched 100% of each employee’s contribution of up to 3% of salary and 50% of the next 2% of salary. In addition, for those employees hired before December 31,

Note 10

Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued

2004, who were eligible for the Company’s cash balance retirement plan before it was frozen, the Company annually makes an additional contribution of 2 1/2 % of salary to each employee’s account.

In calendar 2005 and future years, participants are immediately vested in their contributions and the Company’s matching contribution plus actual earnings thereon. The contribution expense to the Company for the matching program was approximately $5.6 million for Fiscal 2019, $5.1 million for Fiscal 2018 and $4.7 million for Fiscal 2017.

Earnings Per Share

12 Months Ended

Feb. 02, 2019

Earnings Per Share [Abstract]

Earnings Per Share



	For the Year Ended February 2, 2019					For the Year Ended February 3, 2018					For the Year Ended January 28, 2017
(In thousands, except per share amounts)	Income (Numerator)		Shares (Denominator)	Per-Share Amount		Income (Numerator)		Shares (Denominator)	Per-Share Amount		Income (Numerator)		Shares (Denominator)	Per-Share Amount
Earnings from continuing operations	$	51,224				$	36,708				$	72,882
Basic EPS from continuing operations
Income from continuing operations available to common shareholders	51,224		19,351	$	2.65	36,708		19,218	$	1.91	72,882		20,076	$	3.63
Effect of Dilutive Securities from continuing operations
Dilutive share-based awards			108					27					58
Employees’ preferred stock⁽¹⁾			36					37					38
Diluted EPS from continuing operations
Income from continuing operations available to common shareholders plus assumed conversions	$	51,224	19,495	$	2.63	$	36,708	19,282	$	1.90	$	72,882	20,172	$	3.61

⁽¹⁾The Company’s Employees’ Subordinated Convertible Preferred Stock is convertible one for one to the Company’s common stock. Because there are no dividends paid on this stock, these shares are assumed to be converted for all periods presented.

There were no outstanding options to purchase shares of common stock at the end of Fiscal 2019, 2018 and 2017.

The weighted shares outstanding reflects the effect of the Company's new $125.0 million share repurchase program approved by the Board of Directors in December 2018. The Company repurchased 968,375 shares at a cost of $45.9 million during Fiscal 2019. The Company has repurchased 1,261,918 shares in the first quarter of Fiscal 2020, through April 2, 2019, at a cost of $55.8 million. The Company has $23.3 million remaining as of April 2, 2019 under its current $125.0 million share repurchase authorization. The Company repurchased 275,300 shares at a cost of $16.2 million during Fiscal 2018. The Company repurchased 2,155,869 shares at a cost of $133.3 million during Fiscal 2017.

Share-Based Compensation Plans

12 Months Ended

Feb. 02, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation Plans

The Company’s stock-based compensation plans, as of February 2, 2019, are described below. The Company recognizes compensation expense for share-based payments based on the fair value of the awards as required by ASC 718.

Stock Incentive Plan

Under the 2009 Plan, which was originally effective June 22, 2011, the Company may grant options, restricted shares, performance awards and other stock-based awards to its employees, consultants and directors for up to 2.6 million shares of common stock. Under the 2009 Plan, the exercise price of each option equals the market price of the Company’s stock on the date of grant, and an option’s maximum term is 10 years. Options granted under the plan primarily vest 25% per year over four years. Restricted share grants deplete the shares available for future grants at a ratio of 2.0 shares per restricted share grant.

For Fiscal 2019, 2018 and 2017, the Company did not recognize any stock option related share-based compensation for its stock incentive plan as all such amounts were fully recognized in earlier periods. The Company did not capitalize any share-based compensation cost.

There were 26,696 stock options outstanding at January 30, 2016. Those stock options were exercised during Fiscal 2017 at a weighted-average exercise price of $38.13 per share. The Company did not grant any stock options in Fiscal 2019, 2018 or 2017.

The total intrinsic value, which represents the difference between the underlying stock’s market price and the option’s exercise price, of options exercised during Fiscal 2019, 2018 and 2017 was $0.0 million, $0.0 million and $0.7 million, respectively.

As of February 2, 2019, the Company does not have any options outstanding under its stock incentive plan.

As of February 2, 2019, there was no unrecognized compensation costs related to stock options under the 2009 Plan. Cash received from option exercises under all share-based payment arrangements for Fiscal 2019, 2018 and 2017 was $0.0 million, $0.0 million and $1.0 million, respectively.

Restricted Stock Incentive Plans

Director Restricted Stock

The 2009 Plan permits grants to non-employee directors on such terms as the Board of Directors may approve. Restricted stock awards were made to independent directors on the date of the annual meeting of shareholders in each of Fiscal 2019, 2018 and 2017. The shares granted in each award vested on the first anniversary of the grant date, subject to the director's continued service through that date. The Board of Directors also approved a grant of 760 additional shares in Fiscal 2017 to two newly elected directors on the annual meeting date in Fiscal 2017 on the same terms as the Fiscal 2017 grant to all

independent directors. In all cases, the director is restricted from selling, transferring, pledging or assigning the shares for three years from the grant date unless he or she earlier leaves the board. The Fiscal 2019 grant was valued at $91,375 for the year, per director, with the exception of two new

Note 12

Share-Based Compensation Plans, Continued

directors with a grant valued at $106,605 each, the Fiscal 2018 grant was valued at $107,500 for the year, per director, and the Fiscal 2017 grant was valued at $97,500 for the year, per director, based on the average closing price of the stock for the first five trading days of the month in which they were granted and vested on the first anniversary of the grant date. For Fiscal 2019, 2018 and 2017, the Company issued 22,042 shares, 22,185 shares and 13,734 shares, respectively, of director restricted stock.

In addition, the 2009 Plan permits an outside director to elect irrevocably to receive all or a specified portion of his annual retainers for board membership and any committee chairmanship for the following fiscal year in a number of shares of restricted stock (the "Retainer Stock"). Shares of the Retainer Stock are granted as of the first business day of the fiscal year as to which the election is effective, subject to forfeiture to the extent not earned upon the outside director's ceasing to serve as a director or committee chairman during such fiscal year. Once the shares are earned, the director is restricted from selling, transferring, pledging or assigning the shares for an additional three years. For Fiscal 2019, 2018 and 2017, the Company issued 14,379 shares, 8,435 shares and 8,758 shares, respectively, of Retainer Stock.

For Fiscal 2019, 2018 and 2017, the Company recognized $1.3 million, $1.3 million and $1.4 million, respectively, of director restricted stock related share-based compensation in selling and administrative expenses in the accompanying Consolidated Statements of Operations.

Employee Restricted Stock

Under the 2009 Plan, the Company issued 352,060 shares, 356,224 shares and 236,364 shares of employee restricted stock in Fiscal 2019, 2018 and 2017, respectively. Shares of employee restricted stock issued in Fiscal 2019, 2018 and 2017 primarily vest 25% per year over four years, provided that on such date the grantee has remained continuously employed by the Company since the date of grant. In addition, the Company issued 4,388, 4,947 and 2,523 restricted stock units in Fiscal 2019, 2018 and 2017, respectively, to certain employees at no cost that vest over three years. The fair value of employee restricted stock is charged against income as compensation cost over the vesting period. Compensation cost recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for these shares was $12.1 million, $12.2 million and $12.1 million for Fiscal 2019, 2018 and 2017, respectively, and is inclusive of discontinued operations of $2.0 million, $1.7 million and $1.9 million.

Note 12

Share-Based Compensation Plans, Continued

A summary of the status of the Company’s nonvested shares of its employee restricted stock as of February 2, 2019 is presented below:



Nonvested Restricted Shares	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at January 30, 2016	471,599		$	69.26
Granted	236,364		65.99
Vested	(125,347	)	67.23
Withheld for federal taxes	(55,563	)	67.52
Forfeited	(43,051	)	70.60
Nonvested at January 28, 2017	484,002		68.27
Granted	356,224		32.00
Vested	(125,190	)	68.94
Withheld for federal taxes	(50,957	)	68.87
Forfeited	(23,999	)	55.90
Nonvested at February 3, 2018	640,080		48.37
Granted	352,060		40.90
Vested	(177,394	)	54.12
Withheld for federal taxes	(69,762	)	54.26
Forfeited	(153,646	)	42.66
Nonvested at February 2, 2019	591,338		$	42.99

As of February 2, 2019, there was $19.5 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements for restricted stock discussed above. That cost is expected to be recognized over a weighted average period of 1.75 years.

Legal Proceedings and Other Matters	12 Months Ended
Legal Proceedings and Other Matters	Feb. 02, 2019
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings and Other Matters	Legal Proceedings and Other Matters Environmental Matters New York State Environmental Matters In August 1997, the New York State Department of Environmental Conservation (“NYSDEC”) and the Company entered into a consent order whereby the Company assumed responsibility for conducting a remedial investigation and feasibility study (“RIFS”) and implementing an interim remedial measure (“IRM”) with regard to the site of a knitting mill operated by a former subsidiary of the Company from 1965 to 1969. The 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 the Company to perform certain ongoing monitoring, operation and maintenance activities and to reimburse EPA's future oversight cost, involving future costs to the Company 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 the Company is liable for the costs associated with enhanced treatment required by the impact of the groundwater plume from the site on two public water supply wells, including historical 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 the Company and the owner of the property under the Resource Conservation and Recovery Act (“RCRA”), the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as well as a number of state law theories in the U.S. District Court for the Eastern District of New York, seeking an injunction requiring the defendants to remediate contamination from the site and to establish their liability for future costs that may be incurred in connection with it. In June 2016 the Company and the Village reached an agreement 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 the Company asserted in the Village Lawsuit in exchange for a lump-sum payment of $10.0 million by the Company. 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 the Company's compliance with the Consent Judgment were covered by the Company's existing provision for the site. The settlement with the Village did not have, and the Company expects that the Consent Judgment will not have, a material effect on its financial condition or results of operations. Note 13 Legal Proceedings and Other Matters, Continued In April 2015, the Company 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 the Company 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, the Company and EPA entered into a settlement agreement resolving EPA's claim for past response costs in exchange for a payment by the Company of $1.5 million which was paid in May 2017. The Company's environmental insurance carrier has reimbursed the Company for 75% of the settlement amount, subject to a $500,000 self-insured retention. The Company does not expect any additional cost related to the matter. Whitehall Environmental Matters The Company has performed sampling and analysis of soil, sediments, surface water, groundwater and waste management areas at the Company's former Volunteer Leather Company facility in Whitehall, Michigan. In October 2010, the Company and the Michigan Department of Natural Resources and Environment entered into a Consent Decree providing for implementation of a remedial Work Plan for the facility site designed to bring the site into compliance with applicable regulatory standards. The Work Plan's implementation is substantially complete and the Company expects, based on its present understanding of the condition of the site, that its future obligations with respect to the site will be limited to periodic monitoring and that future costs related to the site should not have a material effect on its financial condition or results of operations. Accrual for Environmental Contingencies Related to all outstanding environmental contingencies, the Company had accrued $1.8 million as of February 2, 2019, $3.0 million as of February 3, 2018 and $4.4 million as of January 28, 2017. All such provisions reflect the Company's estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made. There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions. Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Consolidated Balance Sheets because it relates to former facilities operated by the Company. The Company has made pretax accruals for certain of these contingencies, including approximately $0.7 million in Fiscal 2019, $0.6 million in Fiscal 2018 and $0.6 million in Fiscal 2017. These charges are included in provision for discontinued operations, net in the Consolidated Statements of Operations and represent changes in estimates. Other Legal Matters On February 22, 2017, a former employee of a subsidiary of the Company filed a putative class and collective action, Shumate v. Genesco, Inc., et al., in the U.S District Court for the Southern District of Ohio, alleging violations of the federal Fair Labor Standards Act ("FLSA") and Ohio wages and hours law including failure to pay minimum wages and overtime to the subsidiary's store managers and seeking back pay, damages, penalties, and declaratory and injunctive relief. On April 21, 2017, a Note 13 Legal Proceedings and Other Matters, Continued former employee of the same subsidiary filed a putative class and collective action, Ward v. Hat World, Inc., in the Superior Court for the State of Washington, alleging violations of the FLSA and certain Washington wages and hours laws, including, among others, failure to pay overtime to certain loss prevention investigators, and seeking back pay, damages, attorneys' fees and other relief. A total of seven loss prevention investigators elected to join the suit at the expiration of the opt-in period. The Company has removed the case to federal court and the court has approved its transfer to the U.S. District Court for the Southern District of Indiana. Effective February 2, 2019, pursuant to the Purchase Agreement, dated December 14, 2018, by and among the Company, FanzzLids and certain other parties thereto 2018 (the “Purchase Agreement”), FanzzLids has agreed to assume the defense of the Shumate and Ward matters and to indemnify the Company and its subsidiaries for any losses incurred by them after the closing date resulting from such matters. On May 19, 2017, two former employees of the same subsidiary filed a putative class and collective action, Chen and Salas v. Genesco Inc., et al., in the U.S. District Court for the Northern District of Illinois alleging violations of the FLSA and certain Illinois and New York wages and hours laws, including, among others, failure to pay overtime to store managers, and also seeking back pay, damages, statutory penalties, and declaratory and injunctive relief. On March 8, 2018, the court granted the Company's motion to transfer venue to the U.S. District Court for the Southern District of Indiana. On March 9, 2018, a former employee of the same subsidiary filed a putative class action in the Superior Court of the Commonwealth of Massachusetts claiming violations of the Massachusetts Overtime Law, M.G.L.C. 151§1A, by failing to pay overtime to employees classified as store managers, and seeking restitution, an incentive award, treble damages, interest, attorneys fees and costs. The Company has reached an agreement in principle to settle the Chen and Salas and Massachusetts matters for payment of attorneys' fees and administrative costs totaling $0.4 million plus total payments to members of the plaintiff class who opt to participate in the settlement of up to $0.8 million. The proposed settlement is subject to documentation and approval by the court. The Company does not expect that the proposed settlement will have a material adverse effect on its financial condition or results of operations. On April 30, 2015, an employee of a subsidiary of the Company filed an action, Stewart v. Hat World, Inc., et al., under the California Labor Code Private Attorneys General Act on behalf of herself, the State of California, and other non-exempt, hourly-paid employees of the subsidiary in California, seeking unspecified damages and penalties for various alleged violations of the California Labor Code, including failure to pay for all hours worked, minimum wage and overtime violations, failure to provide required meal and rest periods, failure to timely pay wages, failure to provide complete and accurate wage statements, and failure to provide full reimbursement of business-related costs and expenses incurred in the course of employment. On April 17, 2018, the court issued a statement of decision in the first phase of the case, finding that the plaintiff is an "aggrieved employee" with regard to meal period and rest break claims only, and not with respect to any other violations alleged in the complaint and that she can represent other employees only with respect to meal and rest break claims. In light of a California Court of Appeal ruling on another matter in May 2018, plaintiff filed a motion for reconsideration of the court’s decision, which was denied. On December 13, 2018, plaintiff then filed a petition for peremptory writ of prohibition to the California Court of Appeal. The Company filed an opposition to plaintiff’s petition on January 11, 2019. On February 27, 2019, the Court of Appeal gave Note 13 Legal Proceedings and Other Matters, Continued notice that it intended to reverse the trial court’s decision. On March 8, 2019, the trial court amended its decision to permit plaintiff to proceed to trial on all of her claims, even though she was not personally aggrieved as to each of them. Effective February 2, 2019, pursuant to the Purchase Agreement, FanzzLids has agreed to assume the defense of the Stewart matter and to indemnify the Company and its subsidiaries for any losses incurred by them after the closing date resulting from such matter. In addition to the matters specifically described in this Note, the Company is a party to other legal and regulatory proceedings and claims arising in the ordinary course of its business. While management does not believe that the Company's liability with respect to any of these other matters is likely to have a material effect on its financial statements, legal proceedings are subject to inherent uncertainties and unfavorable rulings could have a material adverse impact on the Company's financial statements. Other Matters Subsequent to the balance sheet date, the IRS notified the Company on Letter 226-J, that the Company may be liable for an Employer Shared Responsibility Payment (“ESRP”) in the amount of $12.3 million for the year ended December 31, 2016. 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 the Company’s policy to offer MEC to all full-time employees and their dependents. Based upon a preliminary assessment, the Company believes that data was not transmitted to the IRS properly, however, the Company is still investigating the matter and intends to respond to the IRS on or before the May 1, 2019 deadline. Accordingly, the Company currently does not believe the ESRP set forth in Letter 226-J is a probable liability, and no accrual has been recorded at February 2, 2019.

Business Segment Information

12 Months Ended

Feb. 02, 2019

Segment Reporting [Abstract]

Business Segment Information

The Company completed the sale of Lids Sports Group on February 2, 2019. As a result of the sale, the Company met the requirements to report the results of Lids Sports Group as a discontinued operation. Certain corporate overhead costs and other allocated costs previously allocated to the Lids Sports Group business for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations whereas bank fees and certain legal fees related to the Lids Sports Group business segment previously excluded from segment earnings were reclassified to discontinued operations. The costs of Lids Sports Group headquarters building, which was not included in the sale, was reclassified to corporate and other in segment earnings. In addition, the third quarter Fiscal 2018 goodwill impairment charge of $182.2 million and the third quarter Fiscal 2019 trademark impairment charge of $5.7 million related to the Lids Sports Group business segment, that were both previously excluded from the calculation of segment earnings, were reclassified to discontinued operations. As a result, the Company's segment information has been adjusted to exclude discontinued operations for all periods presented.

During Fiscal 2019, the Company operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys, Journeys Kidz and Little Burgundy retail footwear chains, e-commerce operations and catalog; (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, catalog and wholesale distribution of products under the Johnston & Murphy^® and H.S. Trask^® brands; and (iv) Licensed Brands, comprised of Dockers^® Footwear, sourced and marketed under a license from Levi Strauss & Company; G. H. Bass Footwear operated under a license from G-III Apparel Group, Ltd., which was terminated in January 2018; and other brands.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

The Company's reportable segments are based on management's organization of the segments in order to make operating decisions and assess performance along types of products sold. Journeys Group and Schuh Group sell primarily branded products from other companies while Johnston & Murphy Group and Licensed Brands sell primarily the Company's owned and licensed brands.

Corporate assets include cash, domestic prepaid rent expense, prepaid income taxes, pension asset, deferred income taxes, deferred note expense on revolver debt and corporate fixed assets and miscellaneous investments. The Company charges allocated retail costs of distribution to each segment. The Company does not allocate certain costs to each segment in order to make decisions and assess performance. These costs include corporate overhead, bank fees, interest expense, interest income, asset impairment charges and other, including major litigation and major lease terminations.

Note 14

Business Segment Information, Continued



Fiscal 2019
	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
In thousands	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Sales	$	1,419,993	$	382,591	$	313,134	$	72,576		$	271		$	2,188,565
Intercompany sales	—		—		—		(12		)	—			(12		)
Net sales to external customers	$	1,419,993	$	382,591	$	313,134	$	72,564		$	271		$	2,188,553
Segment operating income (loss)	$	100,799	$	3,765	$	20,385	$	(488	)	$	(39,481	)	$	84,980
Asset impairments and other⁽¹⁾	—		—		—		—			(3,163		)	(3,163		)
Earnings from operations	100,799		3,765		20,385		(488		)	(42,644		)	81,817
Loss on early retirement of debt	—		—		—		—			(597		)	(597		)
Other components of net periodic benefit cost	—		—		—		—			380			380
Interest expense	—		—		—		—			(4,115		)	(4,115		)
Interest income	—		—		—		—			774			774
Earnings from continuing operations before income taxes	$	100,799	$	3,765	$	20,385	$	(488	)	$	(46,202	)	$	78,259

Total assets⁽²⁾	$	425,842	$	211,983	$	128,525	$	24,004		$	390,727		$	1,181,081
Depreciation and amortization⁽³⁾	28,121		14,193		6,517		637			2,693			52,161
Capital expenditures⁽⁴⁾	26,114		7,226		6,526		162			1,752			41,780

⁽¹⁾Asset Impairments and other includes a $4.2 million charge for asset impairments, of which $2.4 million is in the Schuh Group, $1.6 million is in the Journeys Group and $0.2 million is in the Johnston & Murphy Group, a $0.3 million charge for legal and other matters and a $0.1 million charge for hurricane losses, partially offset by a $(1.4) million gain related to Hurricane Maria.

⁽²⁾Total assets for the Schuh Group and Journeys Group include $83.2 million and $9.8 million of goodwill, respectively. Goodwill for Schuh Group and Journeys Group decreased $6.7 million and $0.6 million, respectively, from February 3, 2018 due to foreign currency translation adjustments. Of the Company's $277.4 million of long-lived assets, $45.9 million and $12.8 million relate to long-lived assets in the United Kingdom and Canada, respectively.

⁽³⁾Excludes $24.8 million of depreciation and amortization related to Lids Sports Group. This amount is included in depreciation and amortization in the Consolidated Statements of Cash Flows as the Company did not segregate cash flows related to discontinued operations.

⁽⁴⁾Excludes $15.4 million of capital expenditures related to Lids Sports Group. This amount is included in capital expenditures in the Consolidated Statements of Cash Flows as the Company did not segregate cash flows related to discontinued operations.

Note 14

Business Segment Information, Continued



Fiscal 2018
	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
In thousands	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Sales	$	1,329,460	$	403,698	$	304,160	$	89,812		$	420		$	2,127,550
Intercompany sales	—		—		—		(3		)	—			(3		)
Net sales to external customers	$	1,329,460	$	403,698	$	304,160	$	89,809		$	420		$	2,127,547
Segment operating income (loss)	$	74,114	$	20,104	$	19,367	$	(299	)	$	(31,141	)	$	82,145
Asset impairments and other⁽¹⁾	—		—		—		—			(7,773		)	(7,773		)
Earnings from operations	74,114		20,104		19,367		(299		)	(38,914		)	74,372
Other components of net periodic benefit cost	—		—		—		—			29			29
Interest expense	—		—		—		—			(5,420		)	(5,420		)
Interest income	—		—		—		—			8			8
Earnings from continuing operations before income taxes	$	74,114	$	20,104	$	19,367	$	(299	)	$	(44,297	)	$	68,989
Total assets ongoing operations	$	443,066	$	239,479	$	127,178	$	32,331		$	156,919		$	998,973
Assets from discontinued operations													316,380
Total assets⁽²⁾													1,315,353
Depreciation and amortization⁽³⁾	26,490		13,769		6,418		688			4,168			51,533
Capital expenditures⁽⁴⁾	79,532		10,968		6,163		421			1,525			98,609

⁽¹⁾Asset Impairments and other includes a $5.2 million charge for a licensing termination expense related to the Licensed Brands Group and a $1.7 million charge for asset impairments, of which $1.0 million is in the Schuh Group and $0.7 million is in the Journeys Group, and a $0.9 million charge for hurricane losses.

⁽²⁾Total assets for the Schuh Group and Journeys Group include $89.9 million and $10.4 million of goodwill, respectively. Goodwill for Schuh Group and Journeys Group increased $10.1 million and $0.6 million, respectively, from January 28, 2017 due to foreign currency translation adjustments. Of the Company's $298.5 million of long-lived assets, $57.5 million and $14.8 million relate to long-lived assets in the United Kingdom and Canada, respectively.

⁽³⁾Excludes $26.8 million of depreciation and amortization related to Lids Sports Group. This amount is included in depreciation and amortization in the Consolidated Statements of Cash Flows as the Company did not segregate cash flows related to discontinued operations.

⁽⁴⁾Excludes $29.2 million of capital expenditures related to Lids Sports Group. This amount is included in capital expenditures in the Consolidated Statements of Cash Flows as the Company did not segregate cash flows related to discontinued operations.

Note 14

Business Segment Information, Continued



Fiscal 2017
	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
In thousands	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Sales	$	1,251,646	$	372,872	$	289,324	$	107,210		$	617		$	2,021,669
Intercompany sales	—		—		—		(838		)	—			(838		)
Net sales to external customers	$	1,251,646	$	372,872	$	289,324	$	106,372		$	617		$	2,020,831
Segment operating income (loss)	$	85,270	$	20,530	$	19,330	$	4,498		$	(29,866	)	$	99,762
Asset impairments and other⁽¹⁾	—		—		—		—			8,031			8,031
Earnings from operations	85,270		20,530		19,330		4,498			(21,835		)	107,793
Gain on sale of SureGrip Footwear	—		—		—		—			12,297			12,297
Other components of net periodic benefit cost	—		—		—		—			(2,085		)	(2,085		)
Interest expense	—		—		—		—			(5,294		)	(5,294		)
Interest income	—		—		—		—			47			47
Earnings from continuing operations before income taxes	$	85,270	$	20,530	$	19,330	$	4,498		$	(16,870	)	$	112,758
Total assetsongoing operations	$	404,773	$	214,886	$	126,559	$	40,357		$	142,585		$	929,160
Assets from discontinued operations													511,839
Total assets⁽²⁾													1,440,999
Depreciation and amortization⁽³⁾	24,235		14,003		5,987		995			4,723			49,943
Capital expenditures⁽⁴⁾	50,259		11,236		9,221		760			3,449			74,925

⁽¹⁾Asset Impairments and other includes an $(8.9) million gain for network intrusion expenses as a result of a litigation settlement and a $(0.5) million gain for other legal matters, partially offset by a $1.4 million charge for asset impairments, of which $0.8 million is in the Schuh Group and $0.5 million is in the Journeys Group.

⁽²⁾Total assets for the Schuh Group and Journeys Group include $79.8 million and $9.8 million of goodwill, respectively. Goodwill for Schuh Group decreased by $10.5 million from January 30, 2016 due to foreign currency translation adjustments. Goodwill for Journeys Group increased $0.4 million from January 30, 2016 due to foreign currency translation adjustments. Goodwill for Licensed Brands decreased $0.8 million from January 30, 2016 due to the sale of SureGrip Footwear in the fourth quarter of Fiscal 2017. Of the Company's $247.6 million of long-lived assets, $54.3 million and $13.5 million relate to long-lived assets in the United Kingdom and Canada, respectively.

⁽³⁾Excludes $25.8 million of depreciation and amortization related to Lids Sports Group. This amount is included in depreciation and amortization in the Consolidated Statements of Cash Flows as the Company did not segregate cash flows related to discontinued operations.

⁽⁴⁾Excludes $19.0 million of capital expenditures related to Lids Sports Group. This amount is included in capital expenditures in the Consolidated Statements of Cash Flows as the Company did not segregate cash flows related to discontinued operations.

Quarterly Financial Information (Unaudited)

12 Months Ended

Feb. 02, 2019

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information (Unaudited)



(In thousands,	1st Quarter							2nd Quarter							3rd Quarter							4th Quarter							Fiscal Year
except per share amounts)	2019				2018			2019			2018				2019			2018				2019				2018^(a)			2019			2018^(b)
Net sales	$	486,219			$	466,467		$	487,015		$	436,276			$	539,828		$	535,412			$	675,491			$	689,392		$	2,188,553		$	2,127,547
Gross margin	238,006				224,776			231,469			210,503				261,918			258,776				315,663				317,328			1,047,056			1,011,383
Earnings (loss) from continuing operations before income taxes	2,692			⁽¹⁾	2,807		⁽³⁾	1			(7,004		)		25,580			26,588			⁽⁷⁾	49,986			⁽⁹⁾	46,598		⁽¹¹⁾	78,259			68,989
Earnings (loss) from continuing operations	1,856				1,617			(25		)	(6,498		)		19,694			(6,835		)		29,699				48,424			51,224			36,708
Net earnings (loss)	(2,331		)	⁽²⁾	885		⁽⁴⁾	(15		)	(3,948		)	⁽⁵⁾	14,387		⁽⁶⁾	(164,821		)	⁽⁸⁾	(63,971		)	⁽¹⁰⁾	56,045		⁽¹²⁾	(51,930		)	(111,839		)
Diluted earnings (loss) per common share:
Continuing operations	0.10				0.08			0.00			(0.34		)		1.00			(0.35		)		1.53				2.51			2.63			1.90
Net earnings (loss)	(0.12		)		0.05			0.00			(0.21		)		0.73			(8.56		)		(3.29		)		2.90			(2.66		)	(5.80		)

⁽¹⁾Includes a net asset impairment and other charge of $1.1 million (see Note 3). ^(a) 14 week period vs. 13

⁽²⁾Includes a loss of $4.2 million, net of tax, from discontinued operations (see Note 3). weeks in Fiscal 2019

⁽³⁾Includes a net asset impairment and other charge of $0.1 million (see Note 3). ^(b) 53 week period vs. 52

⁽⁴⁾Includes a loss of $0.7 million, net of tax, from discontinued operations (see Note 3). weeks in Fiscal 2019

⁽⁵⁾Includes a gain of $(2.6) million, net of tax, from discontinued operations (see Note 3).

⁽⁶⁾Includes a loss of $5.3 million, net of tax, from discontinued operations (see Note 3).

⁽⁷⁾Includes a net asset impairment and other charge of $1.2 million (see Note 3).

⁽⁸⁾Includes a loss of $158.0 million, net of tax, from discontinued operations (see Note 3).

⁽⁹⁾Includes a net asset impairment and other charge of $2.1 million (see Note 3) and a loss on early retirement of debt of $0.6 million (see Note 6).

⁽¹⁰⁾Includes a loss of $93.7 million, net of tax, from discontinued operations (see Note 3).

⁽¹¹⁾Includes a net asset impairment and other charge of $6.5 million (see Note 3).

⁽¹²⁾Includes a gain of $(7.6) million, net of tax, from discontinued operations (see Note 3).

Valuation and Qualifying Accounts

12 Months Ended

Feb. 02, 2019

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

Year Ended February 2, 2019



In Thousands	Beginning Balance		Charged to Profit and Loss		Additions (Reductions)			Ending Balance
Allowances deducted from assets in the balance sheet:
Accounts Receivable Allowances	$	4,593	$	40	$	(1,739	)	$	2,894
Markdown Allowance (1)	$	6,498	$	4,297	$	(3,776	)	$	7,019

Year Ended February 3, 2018



In Thousands	Beginning Balance		Charged to Profit and Loss		Reductions			Ending Balance
Allowances deducted from assets in the balance sheet:
Accounts Receivable Allowances	$	3,073	$	618	$	902		$	4,593
Markdown Allowance (1)	$	5,416	$	3,491	$	(2,409	)	$	6,498

Year Ended January 28, 2017



In Thousands	Beginning Balance		Charged to Profit and Loss		Reductions			Ending Balance
Allowances deducted from assets in the balance sheet:
Accounts Receivable Allowances	$	2,960	$	442	$	(329	)	$	3,073
Markdown Allowance (1)	$	4,584	$	2,426	$	(1,594	)	$	5,416

(1) Reflects adjustment of merchandise inventories to realizable value. Charged to Profit and Loss column represents increases to the allowance and the Reductions column represents decreases to the allowance based on quarterly assessments of the allowance.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Feb. 02, 2019

Accounting Policies [Abstract]

Nature of Operations

Principles of Consolidation

All subsidiaries are consolidated in the Consolidated Financial Statements. All significant intercompany transactions and accounts have been eliminated.

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to January 31.

Use of Estimates

Inventory Valuation

The Company values its inventories at the lower of cost or net realizable value in its wholesale and Schuh Group segment.

products to vendors and vendor agreements to provide markdown support. In addition to markdown allowances, the Company maintains reserves for shrinkage and damaged goods based on historical rates.

Note 1

Summary of Significant Accounting Policies, Continued

Impairment of Long-Lived Assets

Environmental and Other Contingencies

Revenue Recognition

Note 1

Summary of Significant Accounting Policies, Continued

The cumulative effect of the changes made to the Company's Consolidated Balance Sheets as of February 4, 2018 for the adoption of ASC 606 were as follows (in thousands):



	Balance at		Adjustments			Balance at
	February 3, 2018		due to ASC 606			February 4, 2018

Assets
Current assets:
Prepaids and other current assets	$	33,614	$	2,275		$	35,889
Inventories	388,410		(4,526		)	383,884
Deferred income taxes	25,077		(1,568		)	23,509

Liabilities and Equity
Current liabilities:
Other accrued liabilities	50,523		(3,332		)	47,191
Current liabilities - discontinued operations	41,242		(4,900		)	36,342
Equity
Retained Earnings	603,902		4,413			608,315



	February 2, 2019
	As Reported			Balances without the adoption of ASC 606			Effect of Change Higher/(Lower)

Inventories	$	366,667		$	369,906		$	(3,239	)
Prepaids and other current assets	64,634			64,139			495
Total current assets	731,046			733,790			(2,744		)

Deferred income taxes	21,335			21,785			(450		)
Total Assets	1,181,081			1,184,275			(3,194		)

Other accrued liabilities	45,313			48,798			(3,485		)
Total current liabilities	276,229			279,714			(3,485		)
Total liabilities	443,530			447,015			(3,485		)
Retained earnings	508,555			508,242			313
Accumulated other comprehensive loss	(37,936		)	(37,914		)	(22		)
Total equity	737,551			737,260			291
Total Liabilities and Equity	1,181,081			1,184,275			(3,194		)

Note 1

Summary of Significant Accounting Policies, Continued



	Fiscal 2019
	As Reported			Balances without the adoption of ASC 606			Effect of Change Higher/(Lower)

Net sales	$	2,188,553		$	2,188,398		$	155
Selling and administrative expenses	962,076			961,581			495
Earnings from operations	81,817			82,157			(340		)
Earnings from continuing operations before income taxes	78,259			78,599			(340		)
Income tax expense	27,035			27,127			(92		)
Earnings from continuing operations	51,224			51,472			(248		)
Loss from discontinued operations	(103,154		)	(99,302		)	(3,852		)
Net earnings	(51,930		)	(47,830		)	(4,100		)

Diluted earnings per share from continuing operations	$	2.63		$	2.64		$	(0.01	)

Note 1

Summary of Significant Accounting Policies, Continued

Income Taxes

Postretirement Benefits Plan Accounting

employees with limited medical and life insurance benefits. The Company funds at least the minimum amount required by the Employee Retirement Income Security Act.

Cash and Cash Equivalents

At February 2, 2019, substantially all of the Company’s domestic cash was invested in institutional money market funds. The majority of payments due from banks for domestic customer credit card

Note 1

Summary of Significant Accounting Policies, Continued

transactions process within 24 - 48 hours and are accordingly classified as cash and cash equivalents in the Consolidated Balance Sheets.

At February 2, 2019 and February 3, 2018, outstanding checks drawn on zero-balance accounts at certain domestic banks exceeded book cash balances at those banks by approximately $29.6 million

and $14.2 million, respectively. These amounts are included in accounts payable in the Consolidated Balance Sheets.

Concentration of Credit Risk and Allowances on Accounts Receivable

Property and Equipment



Buildings and building equipment	20-45 years
Computer hardware, software and equipment	3-10 years
Furniture and fixtures	10 years

Leases

Note 1

Summary of Significant Accounting Policies, Continued

placement) and records the difference between the amounts charged to operations and amounts paid as deferred rent.

Asset Retirement Obligation

Asset Retirement Obligations

Acquisitions

Goodwill and Other Intangibles

Note 1

Summary of Significant Accounting Policies, Continued

Fair Value of Financial Instruments

Carrying amounts reported on the Consolidated Balance Sheets for cash, cash equivalents, receivables and accounts payable approximate fair value due to the short-term maturity of these instruments.

Cost of Sales

For the Company’s wholesale operations, the cost of sales includes the actual product cost and the cost of transportation to the Company’s warehouses from suppliers.

Selling and Administrative Expenses

Buying, Merchandising and Occupancy Costs

Shipping and Handling Costs

Preopening Costs

Costs associated with the opening of new stores are expensed as incurred, and are included in selling and administrative expenses on the Consolidated Statements of Operations.

Store Closings and Exit Costs

Note 1

Summary of Significant Accounting Policies, Continued

defined by the Property, Plant and Equipment Topic of the Codification, are satisfied. Depreciation ceases on the date that the held for sale criteria are met.

Advertising Costs

Advertising costs are predominantly expensed as incurred. Advertising costs were $68.3 million, $68.6 million and $62.9 million for Fiscal 2018, 2017 and 2016, respectively.

Consideration to Resellers

Cooperative Advertising

Note 1

Summary of Significant Accounting Policies, Continued

Vendor Allowances

Earnings Per Common Share

Foreign Currency Translation

Note 1

Summary of Significant Accounting Policies, Continued

translation are included as a separate component of accumulated other comprehensive loss within shareholders' equity.

Share-Based Compensation

The fair value of employee restricted stock is determined based on the closing price of the Company's stock on the date of grant. Forfeitures for restricted stock are recognized as they occur

Other Comprehensive Income

Business Segments

As required by ASC 280, companies should disclose “operating segments” based on the way management disaggregates the Company’s operations for making internal operating decisions

New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

Note 1

Summary of Significant Accounting Policies, Continued

in the fourth quarter of Fiscal 2018 and reclassed $2.2 million to retained earnings for the impact of stranded tax effects resulting from the Act.

As such, there was no impact to consolidated net earnings for Fiscal 2019, 2018 or 2017.

Note 1

Summary of Significant Accounting Policies, Continued

New Accounting Pronouncements Not Yet Adopted

expedients. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted.

Note 1

Summary of Significant Accounting Policies, Continued

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Feb. 02, 2019

Accounting Policies [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The cumulative effect of the changes made to the Company's Consolidated Balance Sheets as of February 4, 2018 for the adoption of ASC 606 were as follows (in thousands):



	Balance at		Adjustments			Balance at
	February 3, 2018		due to ASC 606			February 4, 2018

Assets
Current assets:
Prepaids and other current assets	$	33,614	$	2,275		$	35,889
Inventories	388,410		(4,526		)	383,884
Deferred income taxes	25,077		(1,568		)	23,509

Liabilities and Equity
Current liabilities:
Other accrued liabilities	50,523		(3,332		)	47,191
Current liabilities - discontinued operations	41,242		(4,900		)	36,342
Equity
Retained Earnings	603,902		4,413			608,315



	February 2, 2019
	As Reported			Balances without the adoption of ASC 606			Effect of Change Higher/(Lower)

Inventories	$	366,667		$	369,906		$	(3,239	)
Prepaids and other current assets	64,634			64,139			495
Total current assets	731,046			733,790			(2,744		)

Deferred income taxes	21,335			21,785			(450		)
Total Assets	1,181,081			1,184,275			(3,194		)

Other accrued liabilities	45,313			48,798			(3,485		)
Total current liabilities	276,229			279,714			(3,485		)
Total liabilities	443,530			447,015			(3,485		)
Retained earnings	508,555			508,242			313
Accumulated other comprehensive loss	(37,936		)	(37,914		)	(22		)
Total equity	737,551			737,260			291
Total Liabilities and Equity	1,181,081			1,184,275			(3,194		)

Note 1

Summary of Significant Accounting Policies, Continued



	Fiscal 2019
	As Reported			Balances without the adoption of ASC 606			Effect of Change Higher/(Lower)

Net sales	$	2,188,553		$	2,188,398		$	155
Selling and administrative expenses	962,076			961,581			495
Earnings from operations	81,817			82,157			(340		)
Earnings from continuing operations before income taxes	78,259			78,599			(340		)
Income tax expense	27,035			27,127			(92		)
Earnings from continuing operations	51,224			51,472			(248		)
Loss from discontinued operations	(103,154		)	(99,302		)	(3,852		)
Net earnings	(51,930		)	(47,830		)	(4,100		)

Diluted earnings per share from continuing operations	$	2.63		$	2.64		$	(0.01	)

Property and equipment amortized over the estimated useful life of related assets

Depreciation and amortization expense are computed principally by the straight-line method over the following estimated useful lives:



Buildings and building equipment	20-45 years
Computer hardware, software and equipment	3-10 years
Furniture and fixtures	10 years

Carrying amounts and fair values of the Company's financial instruments

The carrying amounts and fair values of the Company’s financial instruments at February 2, 2019 and February 3, 2018 are:



In thousands	February 2, 2019				February 3, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
U.S. Revolver Borrowings	$	56,773	$	56,861	$	69,372	$	69,421
UK Term Loans	8,970		9,063		11,419		11,602
UK Revolver Borrowings	—		—		7,594		7,671

Schedule of accumulated other comprehensive loss

The following table summarizes the components of accumulated other comprehensive loss for the year ended February 2, 2019:



	Foreign Currency Translation			Unrecognized Pension/Postretirement Benefit Costs			Total Accumulated Other Comprehensive Income (Loss)
(In thousands)
Balance February 3, 2018	$	(20,808	)	$	(8,384	)	$	(29,192	)
Other comprehensive income (loss) before reclassifications:
Foreign currency translation adjustment	(11,481		)	—			(11,481		)
Loss on intra-entity foreign currency transactions
(long-term investment nature)	(1,463		)	—			(1,463		)
Plan amendment	—			3,658			3,658
Net actuarial gain	—			2,688			2,688
Amounts reclassified from AOCI:
Curtailment⁽¹⁾	—			(1,199		)	(1,199		)
Amortization of net actuarial loss and prior service cost - ongoing operations⁽²⁾	—			582			582
Amortization of net actuarial loss and prior service cost - discontinued operations⁽¹⁾	—			(57		)	(57		)
Income tax expense	—			1,472			1,472
Current period other comprehensive income (loss), net of tax	(12,944		)	4,200			(8,744		)
Balance February 2, 2019	$	(33,752	)	$	(4,184	)	$	(37,936	)

⁽¹⁾ Amount is included in (loss) earnings from discontinued operations on the Consolidated Statements of Operations.

⁽²⁾ Amount is included in other components of net periodic benefit cost on the Consolidated Statements of Operations.

Goodwill, Other Intangible Assets and Sale of Businesses (Tables)

12 Months Ended

Feb. 02, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The changes in the carrying amount of goodwill by segment were as follows:



(In Thousands)	Schuh Group			Journeys Group		Total Goodwill
Balance, February 3, 2018	$89,915			$10,393		$	100,308
Effect of foreign currency exchange rates	(6,672		)	(555	)	$	(7,227	)
Balance, February 2, 2019	$	83,243		9,838		$	93,081

Other Intangible Assets

Other intangibles by major classes were as follows:



	Leases						Customer Lists						Other⁽¹⁾						Total
In thousands	Feb. 2, 2019			Feb. 3, 2018			Feb. 2, 2019			Feb. 3, 2018			Feb. 2, 2019			Feb. 3, 2018			Feb. 2, 2019			Feb. 3, 2018
Gross other intangibles	$	3,532		$	3,780		$	1,450		$	1,564		$	641		$	692		$	5,623		$	6,036
Accumulated amortization	(2,916		)	(2,865		)	(1,450		)	(1,564		)	(314		)	(267		)	(4,680		)	(4,696		)
Net Other Intangibles	$	616		$	915		$	—		$	—		$	327		$	425		$	943		$	1,340

⁽¹⁾Includes vendor contract.

Asset Impairments and Other Charges and Discontinued Operations (Tables)

12 Months Ended

Feb. 02, 2019

Asset Impairments and Other Charges and Discontinued Operations [Abstract]

Impact of Discontinued Operations on Financial Statements



(In thousands)	February 3, 2018
Assets
Accounts Receivable	$	9,678
Inventories	154,215
Prepaids and other current assets	13,203
Current assets - discontinued operations	$	177,096
Property and equipment, net	$	84,082
Trademarks	54,748
Other Intangibles	454
Long-term assets - discontinued operations	$	139,284
Liabilities
Accounts payable	$	17,675
Accrued employee compensation	1,870
Other accrued liabilities	21,697
Current liabilities - discontinued operations	$	41,242

Deferred rent and other long-term liabilities	$	25,907
Long-term liabilities - discontinued operations	$	25,907



	Fiscal Year
	2019			2018			2017
Net sales	$	723,125		$	779,469		$	847,510
Cost of sales	348,038			374,730			405,903
Selling and administrative expenses	370,480			391,982			400,513
Goodwill and trademark impairment	5,736			182,211			—
Asset impairments and other, net	2,394			1,068			4,773
Loss on sale of Lids Sports Group	(126,321		)	—			—
Other components of net periodic benefit cost	(23		)	(128		)	(69		)
Gain on sale of Lids Team Sports	—			—			2,404
Provision for discontinued operations⁽¹⁾	(743		)	(552		)	(701		)
(Loss) earnings from discontinued operations before taxes	(130,610		)	(171,202		)	37,955
Income tax expense (benefit)	(27,456		)	(22,655		)	13,406
(Loss) earnings from discontinued operations, net of tax	$	(103,154	)	$	(148,547	)	$	24,549

⁽¹⁾ Expenses primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company (see additional disclosures below and Note 13).



	Fiscal Year
(In thousands)	2019		2018		2017
Depreciation and amortization	$	24,778	$	26,793	$	25,825
Capital expenditures	15,450		29,244		19,045
Impairment of intangible assets	5,736		182,211		—
Impairment of long-lived assets	1,670		1,007		5,052

Accrued provision for discontinued operations



Accrued Provision for Discontinued Operations
In thousands	Facility Shutdown Costs
Balance January 30, 2016	$	15,619
Additional provision Fiscal 2017	701
Charges and adjustments, net	(11,277		)
Balance January 28, 2017	5,043
Additional provision Fiscal 2018	552
Charges and adjustments, net	(1,986		)
Balance February 3, 2018	3,609
Additional provision Fiscal 2019	743
Charges and adjustments, net	(1,953		)
Balance February 2, 2019⁽¹⁾	2,399
Current provision for discontinued operations	553
Total Noncurrent Provision for Discontinued Operations	$	1,846

⁽¹⁾Includes a $1.8 million environmental provision, including $0.6 million in current provision for discontinued operations.

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Inventories (Tables)

12 Months Ended

Feb. 02, 2019

Inventory Disclosure [Abstract]

Schedule of inventories



In thousands	February 2, 2019		February 3, 2018
Wholesale finished goods	$	45,679	$	52,924
Retail merchandise	320,988		335,486
Total Inventories	$	366,667	$	388,410

Fair Value (Tables)

12 Months Ended

Feb. 02, 2019

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on a nonrecurring basis



	Long-Lived Assets Held and Used		Level 1		Level 2		Level 3		Impairment Charges
Measured as of May 5, 2018	$	434	$	—	$	—	$	434	$	1,025
Measured as of August 4, 2018	171		—		—		171		329
Measured as of November 3, 2018	—		—		—		—		699
Measured as of February 2, 2019	422		—		—		422		2,099
Total Asset Impairment Fiscal 2019									$	4,152

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Long-Term Debt (Tables)

12 Months Ended

Feb. 02, 2019

Debt Disclosure [Abstract]

Schedule of long-term debt



In thousands	February 2, 2019			February 3, 2018
U.S. Revolver borrowings	$	56,773		$	69,372
UK term loans	8,992			11,479
UK revolver borrowings	—			7,594
Deferred note expense on term loans	(22		)	(60		)
Total long-term debt	65,743			88,385
Current portion	8,992			1,766
Total Noncurrent Portion of Long-Term Debt	$	56,751		$	86,619

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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-Paragraph 1
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+ Details

Commitments Under Long-Term Leases (Tables)

12 Months Ended

Feb. 02, 2019

Leases [Abstract]

Rental expense under operating leases

Rental expense under operating leases of continuing operations was:



In thousands	2019			2018			2017
Minimum rentals	$	192,508		$	196,392		$	179,806
Contingent rentals	10,271			6,979			7,459
Sublease rentals	(191		)	(223		)	(757		)
Total Rental Expense	$	202,588		$	203,148		$	186,508

Minimum rental commitments payable in future years

Minimum rental commitments payable in future years are:



Fiscal Years	In thousands
2020	$	183,432
2021	171,584
2022	159,155
2023	140,889
2024	119,023
Later years	323,638
Total Minimum Rental Commitments	$	1,097,721

Equity (Tables)

12 Months Ended

Feb. 02, 2019

Equity [Abstract]

Non redeemable preferred stock

Non-Redeemable Preferred Stock



	Shares Authorized	Number of Shares			Amounts in Thousands
Class	Shares Authorized	2019	2018	2017	2019			2018			2017
Employees’ Subordinated Convertible Preferred	5,000,000	36,147	36,671	37,646	$	1,084		$	1,100		$	1,129
Stated Value of Issued Shares					1,084			1,100			1,129
Employees’ Preferred Stock Purchase Accounts					(24		)	(48		)	(69		)
Total Non-Redeemable Preferred Stock					$	1,060		$	1,052		$	1,060

Preferred stock transactions

Preferred Stock Transactions



In thousands	Non-Redeemable Employees’ Preferred Stock			Employees’ Preferred Stock Purchase Accounts			Total Non-Redeemable Preferred Stock
Balance January 30, 2016	$	1,146		$	(69	)	$	1,077
Other stock conversions	(17		)	—			(17		)
Balance January 28, 2017	1,129			(69		)	1,060
Other stock conversions	(29		)	21			(8		)
Balance February 3, 2018	1,100			(48		)	1,052
Other stock conversions	(16		)	24			8
Balance February 2, 2019	$	1,084		$	(24	)	$	1,060

Changes in the shares of the company's capital stock

Changes in the Shares of the Company’s Capital Stock



	Common Stock		Employees’ Preferred Stock
Issued at January 30, 2016	22,322,799		38,196
Exercise of options	26,696		—
Issue restricted stock	236,364		—
Shares repurchased	(2,155,869	)	—
Other	(75,718	)	(550	)
Issued at January 28, 2017	20,354,272		37,646
Issue restricted stock	356,224		—
Shares repurchased	(275,300	)	—
Other	(42,943	)	(975	)
Issued at February 3, 2018	20,392,253		36,671
Issue restricted stock	353,633		—
Shares repurchased	(968,375	)	—
Other	(186,463	)	(524	)
Issued at February 2, 2019	19,591,048		36,147
Less shares repurchased and held in treasury	488,464		—
Outstanding at February 2, 2019	19,102,584		36,147

Income Taxes (Tables)

12 Months Ended

Feb. 02, 2019

Income Tax Disclosure [Abstract]

Components of earnings from continuing operations before income taxes

The components of earnings from continuing operations before income taxes is comprised of the following:



In thousands	2019			2018		2017
United States	$	84,807		$	58,137	$	98,185
Foreign	(6,548		)	10,852		14,573
Total Earnings from Continuing Operations before Income Taxes	$	78,259		$	68,989	$	112,758

Income tax expense from continuing operations

Income tax expense from continuing operations is comprised of the following:



In thousands	2019		2018			2017
Current
U.S. federal	$	13,657	$	25,093		$	24,535
International	1,649		5,421			3,291
State	4,029		3,828			4,687
Total Current Income Tax Expense	19,335		34,342			32,513
Deferred
U.S. federal	3,632		1,491			4,704
International	2,594		(3,498		)	1,182
State	1,474		(54		)	1,477
Total Deferred Income Tax Expense (Benefit)	7,700		(2,061		)	7,363
Total Income Tax Expense – Continuing Operations	$	27,035	$	32,281		$	39,876

Deferred tax assets and liabilities

Deferred tax assets and liabilities are comprised of the following:



	February 2,			February 3,
In thousands	2019			2018
Identified intangibles	$	(3,265	)	$	(4,821	)
Prepaids	(1,638		)	(2,226		)
Convertible bonds	—			(372		)
Tax over book depreciation	—			(6,167		)
Pensions	(1,802		)	—
Gross deferred tax liabilities	(6,705		)	(13,586		)
Pensions	—			562
Deferred rent	11,081			14,214
Book over tax depreciation	2,739			—
Expense accruals	5,061			6,896
Uniform capitalization costs	7,938			9,549
Provisions for discontinued operations and restructurings	730			1,045
Inventory valuation	908			1,798
Tax net operating loss and credit carryforwards	15,766			3,682
Allowances for bad debts and notes	318			382
Deferred compensation and restricted stock	3,814			4,709
Other	39			2,177
Gross deferred tax assets	48,394			45,014
Deferred tax asset valuation allowance	(20,354		)	(6,351		)
Deferred tax asset net of valuation allowance	28,040			38,663
Net Deferred Tax Assets	$	21,335		$	25,077

Deferred tax assets net classification

The deferred tax balances have been classified in the Consolidated Balance Sheets as follows:



	2019		2018
Net non-current asset	$	21,335	$	25,077
Net non-current liability	—		—
Net Deferred Tax Assets	$	21,335	$	25,077

Reconciliation of the United States federal statutory rate to the Company's effective tax rate from continuing operations

Reconciliation of the United States federal statutory rate to the Company’s effective tax rate from continuing operations is as follows:



	2019		2018		2017
U. S. federal statutory rate of tax	21.00	%	33.72	%	35.00	%
State taxes (net of federal tax benefit)	5.67		3.58		4.07
Foreign rate differential	(2.56	)	(5.66	)	(3.38	)
Change in valuation allowance	11.51		1.95		1.18
Impact of statutory rate change	—		7.74		—
Credits	(2.65	)	(1.80	)	(1.20	)
Permanent items	2.27		2.77		1.37
Uncertain federal, state and foreign tax positions	(1.68	)	(1.36	)	(1.21	)
Transition tax	2.23		6.47		—
Other	(1.24	)	(0.62	)	(0.47	)
Effective Tax Rate	34.55	%	46.79	%	35.36	%

Reconciliation of the total amounts of unrecognized tax benefits

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for Fiscal 2019, 2018 and 2017.



In thousands	2019			2018			2017
Unrecognized Tax Benefit – Beginning of Period	$	3,701		$	5,622		$	14,639
Gross Increases (Decreases) – Tax Positions in a Prior Period	—			(15		)	(7,585		)
Gross Increases (Decreases) – Tax Positions in a Current Period	(638		)	(166		)	491
Settlements	—			—			(742		)
Lapse of Statutes of Limitations	(1,228		)	(1,740		)	(1,181		)
Unrecognized Tax Benefit – End of Period	$	1,835		$	3,701		$	5,622

Defined Benefit Pension Plans and Other Postretirement Benefit Plans (Tables)

12 Months Ended

Feb. 02, 2019

Retirement Benefits [Abstract]

Obligations and funded status

Obligations and Funded Status

Change in Benefit Obligation



	Pension Benefits						Other Benefits
In thousands	2019			2018			2019			2018
Benefit obligation at beginning of year	$	85,035		$	86,947		$	10,584		$	8,943
Service cost - ongoing operations	450			550			409			507
Service cost - discontinued operations	—			—			300			396
Interest cost - ongoing operations	3,022			3,277			214			251
Interest cost - discontinued operations	—			—			80			103
Plan participants’ contributions	—			—			126			159
Effect of plan change	—			—			(3,658		)	—
Benefits paid	(7,490		)	(7,811		)	(231		)	(403		)
Actuarial (gain) loss	(2,695		)	2,072			(3,299		)	628
Benefit Obligation at End of Year	$	78,322		$	85,035		$	4,525		$	10,584

Change in Plan Assets



	Pension Benefits						Other Benefits
In thousands	2019			2018			2019			2018
Fair value of plan assets at beginning of year	$	85,730		$	80,682		$	—		$	—
Actual gain on plan assets	892			12,859			—			—
Employer contributions	3,500			—			105			244
Plan participants’ contributions	—			—			126			159
Benefits paid	(7,490		)	(7,811		)	(231		)	(403		)
Fair Value of Plan Assets at End of Year	$	82,632		$	85,730		—			—
Funded Status at End of Year	$	4,310		$	695		$	(4,525	)	$	(10,584	)

Amounts recognized in the consolidated balance sheets

Amounts recognized in the Consolidated Balance Sheets consist of:



	Pension Benefits				Other Benefits
In thousands	2019		2018		2019			2018
Noncurrent assets	$	4,310	$	695	$	—		$	—
Current liabilities	—		—		(391		)	(393		)
Noncurrent liabilities	—		—		(4,134		)	(10,191		)
Net Amount Recognized	$	4,310	$	695	$	(4,525	)	$	(10,584	)

Amounts recognized in accumulated other comprehensive income

Amounts recognized in accumulated other comprehensive income consist of:



	Pension Benefits				Other Benefits
In thousands	2019		2018		2019			2018
Prior service cost	$	—	$	—	$	(2,165	)	$	—
Net loss (gain)	8,148		8,314		(334		)	3,008
Total Recognized in Accumulated Other Comprehensive Loss	$	8,148	$	8,314	$	(2,499	)	$	3,008

Pension benefits

Amounts for projected and accumulated benefit obligation and fair value of plan assets are as follows:



In thousands	February 2, 2019		February 3, 2018
Projected benefit obligation	$	78,322	$	85,035
Accumulated benefit obligation	78,322		85,035
Fair value of plan assets	82,632		85,730

Components of net periodic benefit cost

Net Periodic Benefit Cost



	Pension Benefits									Other Benefits
In thousands	2019			2018			2017			2019			2018		2017
Service cost	$	450		$	550		$	550		$	409		$	507	$	429

Interest cost	3,022			3,277			4,118			214			251		225
Expected return on plan assets	(4,198		)	(4,505		)	(5,641		)	—			—		—
Settlement loss recognized	—			—			2,456			—			—		—
Amortization:
Prior service cost	—			—			—			(231		)	—		—
Losses	776			834			810			37			114		117
Net amortization	$	776		$	834		$	810		$	(194	)	$	114	$	117
Other components of net periodic benefit cost	$	(400	)	$	(394	)	$	1,743		$	20		$	365	$	342
Net Periodic Benefit Cost - Ongoing Operations	$	50		$	156		$	2,293		$	429		$	872	$	771
Net Periodic Benefit Cost - Discontinued Operations	$	—		$	—		$	—		$	(877	)	$	524	$	344

Reconciliation of accumulated other comprehensive income

Reconciliation of Accumulated Other Comprehensive Income



	Pension Benefits			Other Benefits
In thousands	2019			2019
Net (gain) loss	$	610		$	(3,299	)
Prior service cost	—			(3,658		)
Amortization of prior service cost	—			294
Recognition of prior service cost due to curtailment	—			1,199
Amortization of net actuarial loss	(776		)	(42		)
Total Recognized in Other Comprehensive Income	$	(166	)	$	(5,506	)
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income	$	(116	)	$	(5,954	)

Weighted-average assumptions used to determine benefit obligations



	Pension Benefits				Other Benefits
	2019		2018		2019		2018
Discount rate	4.05	%	3.70	%	3.48	%	3.67	%
Rate of compensation increase	NA		NA		NA		NA

Weighted-average assumptions used to determine net periodic benefit costs



	Pension Benefits						Other Benefits
	2019		2018		2017		2019		2018		2017
Discount rate	3.70	%	3.95	%	4.30	%	3.67	%	3.98	%	4.04	%
Expected long-term rate of return on plan assets	5.65	%	6.05	%	6.35	%	NA		NA		NA
Rate of compensation increase	NA		NA		NA		NA		NA		NA

Assumed health care cost trend rates



	2019		2018
Health care cost trend rate assumed for next year	7.25	%	8.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	6.75	%	5	%
Year that the rate reaches the ultimate trend rate	2022		2028

Effect of one percentage point change in the assumed health care cost trend rate

The effect on disclosed information of one percentage point change in the assumed health care cost trend rate for each future year is shown below.



In thousands	1% Increase in Rates		1% Decrease in Rates
Aggregated service and interest cost	$	220	$	177
Accumulated postretirement benefit obligation	$	290	$	265

Company's pension plan weighted average asset allocations by asset category

The Company’s pension plan weighted average asset allocations as of February 2, 2019 and February 3, 2018, by asset category are as follows:



	Plan Assets
	February 2, 2019		February 3, 2018
Asset Category
Cash	2	%	2	%
Equity securities	0	%	64	%
Debt securities	98	%	34	%
Total	100	%	100	%

Hierarchy of plan assets by level within fair values

The following tables present the pension plan assets by level within the fair value hierarchy as of February 2, 2019 and February 3, 2018.



February 2, 2019 (In thousands)	Level 1			Level 2		Level 3		Total
Equity Securities:
International Securities	$	—		$	—	$	—	$	—
U.S. Securities	—			—		—		—
Fixed Income Securities	—			80,876		—		80,876
Other:
Cash Equivalents	1,871			—		—		1,871
Other (includes receivables and payables)	(115		)	—		—		(115		)
Total Pension Plan Assets	$	1,756		$	80,876	$	—	$	82,632

Note 10

Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued



February 3, 2018 (In thousands)	Level 1			Level 2		Level 3		Total
Equity Securities:
International Securities	$	—		$	11,076	$	—	$	11,076
U.S. Securities	—			44,013		—		44,013
Fixed Income Securities	—			28,795		—		28,795
Other:
Cash Equivalents	1,893			—		—		1,893
Other (includes receivables and payables)	(47		)	—		—		(47		)
Total Pension Plan Assets	$	1,846		$	83,884	$	—	$	85,730

Expected benefit payments from the trust, including future service and pay

Expected benefit payments from the trust, including future service and pay, are as follows:



Estimated future payments	Pension Benefits ($ in millions)		Other Benefits ($ in millions)
2019	$	7.0	$	0.4
2020	6.7		0.4
2021	6.4		0.4
2022	6.4		0.4
2023	6.2		0.4
2024 – 2028	27.1		1.9

Earnings Per Share (Tables)

12 Months Ended

Feb. 02, 2019

Earnings Per Share [Abstract]

Summary of basic and diluted earnings per share



	For the Year Ended February 2, 2019					For the Year Ended February 3, 2018					For the Year Ended January 28, 2017
(In thousands, except per share amounts)	Income (Numerator)		Shares (Denominator)	Per-Share Amount		Income (Numerator)		Shares (Denominator)	Per-Share Amount		Income (Numerator)		Shares (Denominator)	Per-Share Amount
Earnings from continuing operations	$	51,224				$	36,708				$	72,882
Basic EPS from continuing operations
Income from continuing operations available to common shareholders	51,224		19,351	$	2.65	36,708		19,218	$	1.91	72,882		20,076	$	3.63
Effect of Dilutive Securities from continuing operations
Dilutive share-based awards			108					27					58
Employees’ preferred stock⁽¹⁾			36					37					38
Diluted EPS from continuing operations
Income from continuing operations available to common shareholders plus assumed conversions	$	51,224	19,495	$	2.63	$	36,708	19,282	$	1.90	$	72,882	20,172	$	3.61

Share-Based Compensation Plans (Tables)

12 Months Ended

Feb. 02, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock option activity

Summary of the status of the Company's nonvested shares of its employee restricted stock

A summary of the status of the Company’s nonvested shares of its employee restricted stock as of February 2, 2019 is presented below:



Nonvested Restricted Shares	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at January 30, 2016	471,599		$	69.26
Granted	236,364		65.99
Vested	(125,347	)	67.23
Withheld for federal taxes	(55,563	)	67.52
Forfeited	(43,051	)	70.60
Nonvested at January 28, 2017	484,002		68.27
Granted	356,224		32.00
Vested	(125,190	)	68.94
Withheld for federal taxes	(50,957	)	68.87
Forfeited	(23,999	)	55.90
Nonvested at February 3, 2018	640,080		48.37
Granted	352,060		40.90
Vested	(177,394	)	54.12
Withheld for federal taxes	(69,762	)	54.26
Forfeited	(153,646	)	42.66
Nonvested at February 2, 2019	591,338		$	42.99

Business Segment Information (Tables)

12 Months Ended

Feb. 02, 2019

Segment Reporting [Abstract]

Segment reporting information by segment



Fiscal 2019
	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
In thousands	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Sales	$	1,419,993	$	382,591	$	313,134	$	72,576		$	271		$	2,188,565
Intercompany sales	—		—		—		(12		)	—			(12		)
Net sales to external customers	$	1,419,993	$	382,591	$	313,134	$	72,564		$	271		$	2,188,553
Segment operating income (loss)	$	100,799	$	3,765	$	20,385	$	(488	)	$	(39,481	)	$	84,980
Asset impairments and other⁽¹⁾	—		—		—		—			(3,163		)	(3,163		)
Earnings from operations	100,799		3,765		20,385		(488		)	(42,644		)	81,817
Loss on early retirement of debt	—		—		—		—			(597		)	(597		)
Other components of net periodic benefit cost	—		—		—		—			380			380
Interest expense	—		—		—		—			(4,115		)	(4,115		)
Interest income	—		—		—		—			774			774
Earnings from continuing operations before income taxes	$	100,799	$	3,765	$	20,385	$	(488	)	$	(46,202	)	$	78,259

Total assets⁽²⁾	$	425,842	$	211,983	$	128,525	$	24,004		$	390,727		$	1,181,081
Depreciation and amortization⁽³⁾	28,121		14,193		6,517		637			2,693			52,161
Capital expenditures⁽⁴⁾	26,114		7,226		6,526		162			1,752			41,780

Note 14

Business Segment Information, Continued



Fiscal 2018
	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
In thousands	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Sales	$	1,329,460	$	403,698	$	304,160	$	89,812		$	420		$	2,127,550
Intercompany sales	—		—		—		(3		)	—			(3		)
Net sales to external customers	$	1,329,460	$	403,698	$	304,160	$	89,809		$	420		$	2,127,547
Segment operating income (loss)	$	74,114	$	20,104	$	19,367	$	(299	)	$	(31,141	)	$	82,145
Asset impairments and other⁽¹⁾	—		—		—		—			(7,773		)	(7,773		)
Earnings from operations	74,114		20,104		19,367		(299		)	(38,914		)	74,372
Other components of net periodic benefit cost	—		—		—		—			29			29
Interest expense	—		—		—		—			(5,420		)	(5,420		)
Interest income	—		—		—		—			8			8
Earnings from continuing operations before income taxes	$	74,114	$	20,104	$	19,367	$	(299	)	$	(44,297	)	$	68,989
Total assets ongoing operations	$	443,066	$	239,479	$	127,178	$	32,331		$	156,919		$	998,973
Assets from discontinued operations													316,380
Total assets⁽²⁾													1,315,353
Depreciation and amortization⁽³⁾	26,490		13,769		6,418		688			4,168			51,533
Capital expenditures⁽⁴⁾	79,532		10,968		6,163		421			1,525			98,609

Note 14

Business Segment Information, Continued



Fiscal 2017
	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
In thousands	Journeys Group		Schuh Group		Johnston & Murphy Group		Licensed Brands			Corporate & Other			Consolidated
Sales	$	1,251,646	$	372,872	$	289,324	$	107,210		$	617		$	2,021,669
Intercompany sales	—		—		—		(838		)	—			(838		)
Net sales to external customers	$	1,251,646	$	372,872	$	289,324	$	106,372		$	617		$	2,020,831
Segment operating income (loss)	$	85,270	$	20,530	$	19,330	$	4,498		$	(29,866	)	$	99,762
Asset impairments and other⁽¹⁾	—		—		—		—			8,031			8,031
Earnings from operations	85,270		20,530		19,330		4,498			(21,835		)	107,793
Gain on sale of SureGrip Footwear	—		—		—		—			12,297			12,297
Other components of net periodic benefit cost	—		—		—		—			(2,085		)	(2,085		)
Interest expense	—		—		—		—			(5,294		)	(5,294		)
Interest income	—		—		—		—			47			47
Earnings from continuing operations before income taxes	$	85,270	$	20,530	$	19,330	$	4,498		$	(16,870	)	$	112,758
Total assetsongoing operations	$	404,773	$	214,886	$	126,559	$	40,357		$	142,585		$	929,160
Assets from discontinued operations													511,839
Total assets⁽²⁾													1,440,999
Depreciation and amortization⁽³⁾	24,235		14,003		5,987		995			4,723			49,943
Capital expenditures⁽⁴⁾	50,259		11,236		9,221		760			3,449			74,925

Quarterly Financial Information (Unaudited) (Tables)

12 Months Ended

Feb. 02, 2019

Quarterly Financial Information Disclosure [Abstract]

Details of quarterly financial information



(In thousands,	1st Quarter							2nd Quarter							3rd Quarter							4th Quarter							Fiscal Year
except per share amounts)	2019				2018			2019			2018				2019			2018				2019				2018^(a)			2019			2018^(b)
Net sales	$	486,219			$	466,467		$	487,015		$	436,276			$	539,828		$	535,412			$	675,491			$	689,392		$	2,188,553		$	2,127,547
Gross margin	238,006				224,776			231,469			210,503				261,918			258,776				315,663				317,328			1,047,056			1,011,383
Earnings (loss) from continuing operations before income taxes	2,692			⁽¹⁾	2,807		⁽³⁾	1			(7,004		)		25,580			26,588			⁽⁷⁾	49,986			⁽⁹⁾	46,598		⁽¹¹⁾	78,259			68,989
Earnings (loss) from continuing operations	1,856				1,617			(25		)	(6,498		)		19,694			(6,835		)		29,699				48,424			51,224			36,708
Net earnings (loss)	(2,331		)	⁽²⁾	885		⁽⁴⁾	(15		)	(3,948		)	⁽⁵⁾	14,387		⁽⁶⁾	(164,821		)	⁽⁸⁾	(63,971		)	⁽¹⁰⁾	56,045		⁽¹²⁾	(51,930		)	(111,839		)
Diluted earnings (loss) per common share:
Continuing operations	0.10				0.08			0.00			(0.34		)		1.00			(0.35		)		1.53				2.51			2.63			1.90
Net earnings (loss)	(0.12		)		0.05			0.00			(0.21		)		0.73			(8.56		)		(3.29		)		2.90			(2.66		)	(5.80		)