Company Registration No. 07667223 (England and Wales)
GENESCO (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 3 FEBRUARY 2024
GENESCO (UK) LIMITED
COMPANY INFORMATION
Directors
Mimi E. Vaughn
Scott Becker
Parag Desai
Secretary
Taylor Wessing Secretaries Limited
Company number
07667223
Registered office
5 New Street Square
London
United Kingdom
EC4A 3TW
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
GENESCO (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 22
GENESCO (UK) LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 1 -

The directors present the strategic report for the period ended 3 February 2024.

Fair review of the business

The principal activity of the company is that of an investment holding company which is part of the Genesco Inc. group.

 

The company was incorporated on 13 June 2011 and its financial year ends on the Saturday closest to 31 January. On 23 June 2011 the company acquired the entire share capital of Schuh Group Limited, a company registered in Scotland for consideration of £79,046,151.

 

Genesco (UK) Limited issued Loan Notes to Genesco Jersey Ltd in January 2012. Genesco (UK) Limited then issued these on The International Stock Exchange (TISE) in February 2012 at a value of £44,985,155 at a fixed coupon rate of 7.7% redeemable in June 2021. On April 14, 2020, the company refinanced its loan notes listed on the International Stock Exchange. In the financial period ending 30 January 2021, Schuh Group Limited declared a dividend distribution of £50,000,000 to the company, and the company issued a new £36,461,107 note payable to Genesco Jersey Limited with an interest rate of 3.9% and a maturity date of April 2025. The company used the dividend distribution and the new loan note to repay its existing loan of £86,461,107 with Genesco Jersey Limited. This debt was listed on The International Stock Exchange on January 28, 2021.

 

Another key feature of the entity’s financing arrangement is the Revolving Credit Facility which was agreed on 31 January 2018 and amended on 28 January 2022 and matures on 28 January 2027. The current balance as at 3 February 2024 is £nil (2023: £12,000,000).

 

Interest payable was £2,065,000 (2023: £1,875,000).

 

The loss for the period after taxation amounted to £2,102,000 (2023: loss of £1,891,000).

Principal risks and uncertainties

In view of its limited activities, the company is only exposed to risks arising from:

 

 

Financial risk management objectives and policies

The company does not permit trade in any financial instruments or derivatives. The only significant financial instrument is debt that is held by Genesco UK Ltd and listed on the International Stock Exchange.

Key performance indicators

Measurement of the company's performance is consistently applied and control is exercised by local and divisional management. The company has a budgeting system in place whereby actual performance is measured against budget on a monthly reporting timetable. As the principal activity of the company is that of an investment holding company, management has not assigned any key performance indicators.

GENESCO (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 2 -
Section 172 statement

The Directors are well aware of their duty under s172 of the Companies Act 2006 to act in the way which they

consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and, in doing so, to have regards (amongst other matters) to:

 

 

As the principal activity of the company is to act as an intermediate holding company, the company has no employees and no external customers or suppliers. Therefore, the Board primarily considers the interest of its sole member and ultimate parent company, Genesco Inc., with regard to performing their duties under section 172. Board meetings are held regularly where the company’s activities are considered and decisions are made. All Board decisions made during the year were to promote the success of both the company and its ultimate parent company and were in line with the strategic goals and objectives of the group. All directors receive information to ensure that they have regard to section 172 when making relevant decisions.

 

Environment

The Directors have determined that there is no material impact from climate change known about now or that could arise in the future given the principal activity of the company is that of an investment holding company which is part of the Genesco Inc. group.

On behalf of the board

Parag Desai
Director
31 October 2024
GENESCO (UK) LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 3 -

The directors present their annual report and financial statements for the period ended 3 February 2024.

Principal activities

The principal activity of the company continued to be that of an investment holding company which is part of the Genesco Inc. group.

Results and dividends

The results for the period are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mimi E. Vaughn
Scott Becker
Parag Desai
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Future developments

The company expects similar activity in the 2025 financial period, continuing as a holding company.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

 

Going concern

The directors have undertaken an exercise to review the appropriateness of the continued use of the going concern basis. The company’s business activities, a review of the business and a description of the principal risks and uncertainties together with the company’s final risk management objectives and policies and narrative regarding its exposure to key financial risks are outlined in the strategic report.

 

At 3 February 2024 the company had net assets of £36.7m, and net current liabilities of £5.9m, including amounts owed to group undertakings of £42.8m. The company’s loss for the year of £2.1m was principally related to interest expenses on the amount owed to group undertakings.

The company is in a net asset position as at 3 February 2024. The directors have considered the company’s cash position and forecast cashflows for at least 12 months from the date of these financials. Based on current forecasts the company is expected to be able to operate for the foreseeable future with reliance on financial support from its ultimate parent company, Genesco Inc.

Genesco Inc. has indicated in writing that for a period of at least 12 months from the approval of these financial statements, it will continue to make available funds as they are needed by the company to meet its liabilities as they fall due.

The directors consider that the company has adequate resources to continue in operation for the foreseeable future and accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

GENESCO (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 4 -
Matters addressed in the strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments risk management objectives and policies as well as detailing engagement with suppliers, customers and others as part of the company's Section 172 statement where relevant.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Parag Desai
Director
31 October 2024
GENESCO (UK) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 5 -

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GENESCO (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENESCO (UK) LIMITED
- 6 -
Opinion

We have audited the financial statements of Genesco (UK) Limited (the 'company') for the period ended 3 February 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

GENESCO (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GENESCO (UK) LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit is considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

 

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

GENESCO (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GENESCO (UK) LIMITED
- 8 -

Extent to which the audit is considered capable of detecting irregularities, including fraud (continued)

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

 

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

 

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

GENESCO (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GENESCO (UK) LIMITED
- 9 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
31 October 2024
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
GENESCO (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 10 -
Period
Period
ended
ended
3 February
28 January
2024
2023
Notes
£000
£000
Administrative expenses
(37)
(16)
Interest payable and similar expenses
6
(2,065)
(1,875)
Loss before taxation
(2,102)
(1,891)
Tax on loss
7
-
0
-
0
Loss for the financial period
(2,102)
(1,891)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

 

There are no items of other comprehensive income in the current or prior period.

GENESCO (UK) LIMITED
BALANCE SHEET
AS AT 3 FEBRUARY 2024
- 11 -
3 February
28 January
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Investments
8
79,046
79,046
Current assets
Debtors
10
334
338
Cash at bank and in hand
129
96
463
434
Creditors: amounts falling due within one year
11
(6,327)
(4,713)
Net current liabilities
(5,864)
(4,279)
Total assets less current liabilities
73,182
74,767
Creditors: amounts falling due after more than one year
12
(36,524)
(48,519)
Net assets
36,658
26,248
Capital and reserves
Called up share capital
14
37,340
24,828
Profit and loss reserves
15
(682)
1,420
Total equity
36,658
26,248
The financial statements were approved by the board of directors and authorised for issue on 31 October 2024 and are signed on its behalf by:
Parag Desai
Director
Company Registration No. 07667223
GENESCO (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£000
£000
£000
Balance at 29 January 2022
24,828
3,311
28,139
Period ended 28 January 2023:
Loss and total comprehensive expense for the period
-
(1,891)
(1,891)
Balance at 28 January 2023
24,828
1,420
26,248
Period ended 3 February 2024:
Loss and total comprehensive expense for the period
-
(2,102)
(2,102)
Issue of share capital
14
12,512
-
12,512
Balance at 3 February 2024
37,340
(682)
36,658
GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 13 -
1
Accounting policies
Company information

Genesco (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements (where applicable to the company):

 

 

The financial statements of the company are consolidated in the financial statements of Genesco Inc. These consolidated financial statements are available from its registered office, 535 Marriott Drive, Nashville, TN 37214, USA.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Genesco (UK) Limited is a wholly owned subsidiary of Genesco Inc and the results of Genesco (UK) Limited are included in the consolidated financial statements of Genesco Inc which are available from that company's registered address which is outlined above.

GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
1
Accounting policies
(Continued)
- 14 -
1.2
Going concern

The directors have undertaken an exercise to review the appropriateness of the continued use of the going concern basis. The company’s business activities, a review of the business and a description of the principal risks and uncertainties together with the company’s final risk management objectives and policies and narrative regarding its exposure to key financial risks are outlined in the strategic report.true

 

At 3 February 2024 the company had net assets of £36.7m, and net current liabilities of £5.9m, including amounts owed to group undertakings of £42.8m. The company’s loss for the year of £2.1m was principally related to interest expenses on the amount owed to group undertakings.

The company is in a net asset position as at 3 February 2024. The directors have considered the company’s cash position and forecast cashflows for at least 12 months from the date of these financials. Based on current forecasts the company is expected to be able to operate for the foreseeable future with reliance on financial support from its ultimate parent company, Genesco Inc.

Genesco Inc. has indicated in writing that for a period of at least 12 months from the approval of these financial statements, it will continue to make available funds as they are needed by the company to meet its liabilities as they fall due.

The directors consider that the company has adequate resources to continue in operation for the foreseeable future and accordingly, they continue to adopt the going concern basis in preparing the financial statements.

1.3
Reporting period

The company prepares its financial year end to the Saturday closest to 31 January. For the current reporting period this has resulted in the financial statements being prepared for the period from 29 January 2023 to 3 February 2024. The comparative financial statements, prepared on the same basis, cover the period from 30 January 2022 to 28 January 2023 and as a result the comparative results (including related notes) are not directly comparable. The current period represents 53 week (2023: 52 week) trading period.

1.4
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial assets

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including certain creditors, loans from fellow group companies and other borrowings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
1
Accounting policies
(Continued)
- 16 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Carrying value of investments

At each reporting period end date, the directors review the carrying value of the company's fixed asset investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The assessment of recoverable amount involves judgement over net sales value and future cash generation attributable to the underlying assets. The carrying value of fixed asset investments at the reporting date is outlined at note 8.

GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 17 -
3
Auditor's remuneration
Period
Period
ended
ended
3 February
28 January
2024
2023
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
16
15
For other services
All other non-audit services
3
3

Fees payable to the company's auditor have been borne by one of the company's subsidiary undertakings.

4
Employees

Due to the principal activity of being a holding company, the company does not have any employees.

5
Directors' remuneration

No director received payment, or was due to receive payment, from the company for their services provided during the period. These costs are borne by other group companies. The directors consider that the level of their qualifying services provided to this company is inconsequential in both 2024 and 2023.

6
Interest payable and similar expenses
Period
Period
ended
ended
3 February
28 January
2024
2023
£000
£000
Interest on revolver credit facility
435
336
Interest on loan notes
1,630
1,539
2,065
1,875
GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 18 -
7
Taxation

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

Period
Period
ended
ended
3 February
28 January
2024
2023
£000
£000
Loss before taxation
(2,102)
(1,891)
Expected tax credit based on the standard rate of corporation tax in the UK of 24.03% (2023: 19.00%)
(505)
(359)
Change in unrecognised deferred tax assets
-
0
138
Group relief
505
221
Taxation charge for the period
-
-

Deferred tax not recognised

The company has not recognised deferred tax assets in respect of certain tax losses and non-trading timing differences carried forward as at 3 February 2024 on the basis that the timing during which tax losses could be regarded as recoverable against future profits cannot be determined with reasonable certainty. The unprovided deferred tax asset is estimated at £4,211k (2023: £4,210k).

 

Change in tax rate

A change in the UK Corporation tax rate from 19% to 25% took effect from 1 April 2023.

8
Fixed asset investments
3 February
28 January
2024
2023
Notes
£000
£000
Investments in subsidiaries
9
79,046
79,046

The directors note that, as at 3 February 2024, the net assets of the subsidiaries are lower than the carrying value at which they are held in the company's balance sheet. The directors have considered whether impairment indicators exist for the investments, including considering the net realisable value of the companies based upon their expected future cashflows. No impairment indicators have been identified and no impairment allowance has been made within the financial statements.

GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 19 -
9
Subsidiaries

Details of the company's subsidiaries at 3 February 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Schuh Group Limited
1 Neilson Square Deans Industrial Estate Deans, Livingston, West Lothian, EH54 8RQ
Holding Company
Ordinary
100.00
-
Schuh (Holdings) Limited
1 Neilson Square Deans Industrial Estate Deans, Livingston, West Lothian, EH54 8RQ
Holding Company
Ordinary
-
100.00
Schuh Limited
1 Neilson Square Deans Industrial Estate Deans, Livingston, West Lothian, EH54 8RQ
Retailer
Ordinary
-
100.00
Schuh (ROI) Limited
Riverside One, Sir John Rogerson's Quay, Dublin 2
Retailer
Ordinary
-
100.00
10
Debtors
3 February
28 January
2024
2023
Amounts falling due within one year:
£000
£000
Amounts owed by group undertakings
334
338

Amounts owed by group undertakings are repayable on demand and are not interest bearing.

11
Creditors: amounts falling due within one year
3 February
28 January
2024
2023
£000
£000
Accruals
6,327
4,713

£6,292k (2023: £4,662k) of the accrual balance relates to accrued interest on the loan notes.

12
Creditors: amounts falling due after more than one year
3 February
28 January
2024
2023
Notes
£000
£000
Loan notes
13
36,461
36,461
Revolver borrowings
13
-
0
12,000
Amounts owed to group undertakings
63
58
36,524
48,519
GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
12
Creditors: amounts falling due after more than one year
(Continued)
- 20 -

Loan notes issued

The company issued loan notes to Genesco Jersey Ltd in January 2012. The company then issued these on The International Stock Exchange ('TISE') in February 2012 at a value of £44,985k and at a fixed coupon rate of 7.7% redeemable in 2021. On 14 April 2020, the company refinanced its loan notes listed on TISE. In the financial period ending 30 January 2021, Schuh Group Limited declared a dividend distribution of £50,000,000 to the company, and the company issued a new £36,461,107 note payable to Genesco Jersey Limited with an interest rate of 3.9% and a maturity date of April 2025. The company used the dividend distribution and the new loan note to repay its existing loan of £86,461,107 with Genesco Jersey Limited. This debt was listed on TISE on 28 January 2021.

Revolver borrowings

On 31 January 2018, Genesco Inc. entered into the Fourth Amended and Restated Credit Agreement, (the “Credit Facility”) by and among Genesco Inc., certain subsidiaries of Genesco Inc. party thereto, as other borrowers, the lenders party thereto and Bank of America, N.A., as agent.

 

On 28 January 2022, Genesco Inc. entered into a Third Amendment to the Credit Facility to, among other things, (i) extend the maturity date to 28 January 2027, (ii) remove the first in-last out term loan that was in an amount equal to $17.5 million and (iii) add certain in-transit inventory to the borrowing base, subject to customary eligibility requirements. In addition, the Third Amendment makes conforming changes to replace LIBOR with the Secured Overnight Financing Rate ("SOFR"), the Sterling Overnight Index Average ("SONIA") and EURIBOR. The Total Commitments (as defined in the Credit Agreement) for the revolving loans remains at $332.5 million. The Credit Facility continues to be secured by certain assets of the company and certain subsidiaries of the company, including accounts receivable, inventory, payment intangibles and deposit accounts. Equity interests, certain equipment, intellectual property and most leasehold interests are specifically excluded. The Credit Facility continues to provide for the borrowing base to include real estate as those assets are added or maintained as collateral and contains customary real estate covenants.

 

The Credit Facility includes a revolving credit subfacility for the benefit of the company 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. For the period ended 3 February 2024, the interest rate on the facility ranged from 4.71% to 6.47% (2023: 1.48% to 4.71%).

 

The company has the option, from time to time, to increase the availability of its subfacility under the Credit Facility by an additional amount of up to $100.0 million.

 

The relevant assets of the company will be included in the Borrowing Base, provided that amounts borrowed by the company based solely on its own borrowing base will be limited to $100.0 million, subject to the increased facility.

 

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, deposit accounts, certain intellectual property, and certain real estate assets and specifically excludes equity interests, equipment, and most leaseholds interests. The assets of the company 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 ULC and the company and their respective subsidiaries.

 

At 3 February 2024, there were £nil (2023: £12,000,000) in borrowings under the company's part of the credit facility and the additional $100 million sublimit increase had not been exercised so the assets of the company have not been pledged as collateral. The company used the proceeds from each of the share issuances (per note 14) to repay in full its balance on the Revolving Credit Facility as of 26 October 2023.

 

GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 21 -
13
Loans and overdrafts
3 February
28 January
2024
2023
£000
£000
Loan notes
36,461
36,461
Revolver borrowings
-
0
12,000
36,461
48,461
Payable after one year
36,461
48,461

Details on the maturity and any security in place over the company's borrowings is outlined at note 12.

14
Share capital
3 February
28 January
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
37,340,666
24,828,387
37,340
24,828

On 25 July 2023, the company issued 5,812,279 Ordinary shares of £1 each at par value.

 

On 25 October 2023, the company issued 6,700,000 Ordinary shares of £1 each at par value.

 

The company used the proceeds from each of these share issuances to repay in full its balance on the Revolving Credit Facility as of 26 October 2023.

15
Profit and loss reserves

Profit and loss reserves represent total comprehensive income for the period and prior periods less dividends paid.

16
Related party transactions
Transactions with related parties

The company has taken advantage of the exemption in FRS 102 not to disclose transactions with other group companies which meet the criteria that all subsidiary undertakings which are party to the transactions are wholly owned by the ultimate parent undertaking.

GENESCO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 FEBRUARY 2024
- 22 -
17
Ultimate controlling party

The company's immediate parent and ultimate parent undertaking is Genesco Inc. which is incorporated in the United States of America. The only group of which the company is a member and for which group financial statements are prepared is that headed by Genesco Inc. Copies of the Fiscal 2024 Annual Report of Genesco Inc. can be obtained from the following address:

 

Genesco Inc.

535 Marriott Drive

Nashville, TN 37214

USA

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