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[GENESCO LOGO]
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(Mark One) FORM 10-K
[X] Annual Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Fiscal Year Ended January 29, 2000
[ ] Transition Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934
Securities and Exchange Commission
Washington, D.C. 20549
Commission File No. 1-3083
GENESCO INC.
A Tennessee Corporation
I.R.S. No. 62-0211340
Genesco Park
1415 Murfreesboro Road
Nashville, Tennessee 37217-2895
Telephone 615/367-7000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
EXCHANGES ON WHICH
TITLE REGISTERED
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Common Stock, $1.00 par value New York and Chicago
Preferred Share Purchase Rights New York and Chicago
5 1/2% Convertible Subordinated Notes due 2005 New York
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
Subordinated Serial Preferred Stock, Series 1 Employees' Subordinated
Convertible Preferred Stock
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the June 28, 2000 annual meeting of
shareholders are incorporated into Part III by reference.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
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Common Shares Outstanding April 14, 2000 - 21,554,528
Aggregate market value on April 14, 2000 of the voting stock held by
nonaffiliates of the registrant was approximately $260,000,000.
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TABLE OF CONTENTS
PAGE
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PART I
Item 1 Business 3
Item 2 Properties 8
Item 3 Legal Proceedings 8
Item 4 Submission of Matters to a Vote of Security Holders 11
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters 14
Item 6 Selected Financial Data 15
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
Item 7A Quantitative and Qualitative Disclosures about Market Risk 30
Item 8 Financial Statements and Supplementary Data 31
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 71
PART III
Item 10 Directors and Executive Officers of the Registrant 71
Item 11 Executive Compensation 71
Item 12 Security Ownership of Certain Beneficial Owners and Management 71
Item 13 Certain Relationships and Related Transactions 73
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K 74
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PART I
ITEM 1, BUSINESS
GENERAL
Genesco is a leading retailer and wholesaler of branded footwear with net sales
for Fiscal 2000 of $573.7 million. During Fiscal 2000, the Company operated six
reportable business segments (not including corporate): Journeys; Jarman,
comprised of the Jarman, Underground Station and Stone & Co. retail footwear
chains; Johnston & Murphy, comprised of Johnston & Murphy retail stores and
wholesale distribution; Licensed Brands, comprised of Dockers and Nautica
Footwear; Other Retail, comprised of General Shoe Warehouse and the Jarman
Leased departments, both of which were closed in FY 2000; and Leather. At
January 29, 2000, the Company operated 679 retail stores and leased footwear
departments throughout the United States and Puerto Rico. It currently plans to
open a total of approximately 160 new retail stores and leased departments in
Fiscal 2001. At January 29, 2000, Journeys operated 323 stores; Jarman operated
161 stores, including 21 Underground Station stores and six Stone & Co. stores;
Johnston & Murphy operated 143 stores and factory stores; Nautica retail
operated 47 leased departments; and Other Retail operated five General Shoe
Warehouse stores. In the first quarter of Fiscal 2001, four of the General Shoe
Warehouse stores were transferred to the Jarman operating segment and one was
transferred to the Johnston & Murphy operating segment. The Company will no
longer report results from the Other Retail segment.
The following table sets forth certain additional information concerning the
Company's retail stores and leased departments during the five most recent
fiscal years:
FISCAL FISCAL FISCAL FISCAL FISCAL
1996 1997 1998 1999 2000
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Retail Stores and Leased Departments
Beginning of year 444 434 475 561 674
Opened during year 21 55 102 162 113
Closed during year (31) (14) (16) (49) (108)
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End of year 434 475 561 674 679
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The Company also designs, sources, markets and distributes footwear under its
own and licensed brands, including Johnston & Murphy, Nautica, and Dockers, to
more than 1,900 retail accounts in the United States, including a number of
leading department, discount, and specialty stores. The Company's Leather
segment includes a leather tanning and finishing business, Volunteer Leather,
primarily for sale to military boot manufacturers and other customers.
Reference to Fiscal 2000 refers to the Company's fiscal year ended January 29,
2000. Reference to Fiscal 1999 refers to the Company's fiscal year ended January
30, 1999. References to Fiscal 1996 and 1998 are to the Company's fiscal year
ended on January 31 of each such year. Reference to Fiscal 1997 refers to the
Company's fiscal year ended February 1, 1997. For further information on the
Company's business segments, see Note 17 to the Consolidated Financial
Statements included in Item 8 and Management's Discussion and Analysis of
Financial Condition and Results of Operations. All information contained in
Management's Discussion and Analysis of Financial Condition and Results of
Operations which is referred to in Item 1 of this report is incorporated by
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such reference in Item 1. This report contains forward-looking statements.
Actual results may turn out materially different from the expectations reflected
in these statements. For a discussion of some of the factors that may lead to
different results, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
SEGMENTS
Journeys
The Journeys segment accounted for approximately 38% of the Company's net sales
in Fiscal 2000. Operating income attributable to Journeys was $29.7 million in
Fiscal 2000, with an operating margin of 13.8%. The Company believes its
innovative store formats, mix of well-known brands, new product introductions,
and experienced management team provide a significant competitive advantage.
At January 29, 2000, Journeys operated 323 stores, averaging approximately 1,450
square feet, throughout the United States and Puerto Rico, selling footwear for
young men and women.
Journeys added 65 net new stores in Fiscal 2000 and achieved a comparable store
sales increase of 13% from the prior fiscal year. Journeys stores, located
primarily in the Southeast, Midwest, California, Texas, and Puerto Rico, target
customers in the 14-22 year age group through the use of youth-oriented decor
and popular music videos. Journeys stores carry predominately branded
merchandise of other footwear companies across a spectrum of prices including
leading brand names such as Dr. Martens, Skechers, Timberland, adidas, Lugz and
Steve Madden. From a base of 118 Journeys stores at the end of Fiscal 1997, the
Company opened 58 net new Journeys stores in Fiscal 1998, 82 net new stores in
Fiscal 1999 and 65 net new stores in Fiscal 2000 and plans to open up to
approximately 100 net new Journeys stores in Fiscal 2001.
Jarman
The Jarman segment accounted for approximately 15% of the Company's net sales in
Fiscal 2000. Operating income attributable to Jarman was $4.3 million in Fiscal
2000, with an operating margin of 5.0%.
At January 29, 2000, Jarman operated 161 stores, including 21 Underground
Station stores and six Stone & Co. stores, averaging approximately 1,300 square
feet, throughout the United States, selling footwear primarily for men.
Jarman achieved a comparable store sales increase of 8% from the prior fiscal
year. Jarman stores are located primarily in urban and suburban areas in the
Southeast and Midwest, target male consumers in the 18-35 age group and sell
footwear in the mid-price range ($50 to $100). The Jarman stores which operate
under the name Underground Station are located primarily in urban areas. For
Fiscal 2000, most of the footwear sold in Jarman stores was branded merchandise
of national brands other than the Company's, with the remainder made up of
Genesco and private label brands. The product mix at each Jarman store is
tailored to match local customer preferences and competitive dynamics. The
Company opened 9 new Jarman stores and closed fourteen Jarman stores in Fiscal
2000, decreasing the total number of stores to 161. The Company plans to open
approximately 41 net new Jarman stores in Fiscal 2001, including approximately
20 Underground Station stores.
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Johnston & Murphy
The Johnston & Murphy segment accounted for approximately 29% of the Company's
net sales in Fiscal 2000. Operating income attributable to Johnston & Murphy was
$22.2 million in Fiscal 2000, with an operating margin of 13.3%. All of the
Johnston & Murphy wholesale sales are of the Genesco-owned Johnston & Murphy
brand and approximately 92% of the Johnston & Murphy retail sales are of
Genesco-owned brands.
At January 29, 2000, Johnston & Murphy operated 143 retail stores and factory
stores, averaging approximately 1,400 square feet, throughout the United States
selling footwear for men.
Johnston & Murphy Wholesale Operations. In its nearly 150-year history as a
high-quality men's footwear label, Johnston & Murphy has come to symbolize
superior craftsmanship, quality materials, and classic styling. The Company has
taken these brand attributes to the growing casual lifestyle market by expanding
the product line to include a wide selection of dress casual and casual styles.
The Company has also introduced a line of contemporary, European-influenced
dress and dress casual footwear. In addition to sales through Company-owned
Johnston & Murphy retail shops and factory stores, Johnston & Murphy footwear is
sold primarily through better department and independent specialty stores.
Johnston & Murphy Retail Operations. Johnston & Murphy retail shops are located
primarily in better malls nationwide and sell a broad range of men's dress and
casual footwear and accessories. Johnston & Murphy stores target business and
professional consumers primarily between the ages of 25 and 54. Retail prices
for Johnston & Murphy footwear generally range from $130 to $240. To capitalize
upon the trend toward more casual business attire, Johnston & Murphy retail
shops have increased their selection of casual and dress casual products, which
accounted for 28% of total Johnston & Murphy retail sales in Fiscal 2000. The
Company has been repositioning the brand to appeal to a broader market and
estimates it has lowered the average age of the Johnston & Murphy customer by
ten years since the initiative was launched. Johnston & Murphy comparable store
sales were up 4% from the prior fiscal year.
Licensed Brands
The Licensed Brands segment accounted for approximately 13% of the Company's net
sales in Fiscal 2000. Operating income attributable to Licensed Brands was $2.5
million in Fiscal 2000, with an operating margin of 3.4%. Substantially all of
the Licensed Brands sales are of footwear marketed under brands for which
Genesco has an exclusive footwear license. See "Trademarks and Licenses."
Dockers. In 1991, Levi Strauss & Co. granted the Company the exclusive license
to market men's footwear under the Dockers brand name in the United States. The
Dockers brand name is well recognized in the men's casual fashion industry. The
Company uses the Dockers brand name to market a line of comfortable,
moderately-priced, casual lifestyle footwear. Dockers footwear is marketed
through many of the same national retail chains that carry Dockers slacks and
sportswear. Suggested retail prices for Dockers footwear generally range from
$50 to $84.
Nautica. Genesco acquired the exclusive worldwide license to market Nautica
footwear in 1991. In 1992, the Company introduced a new line of casual footwear
under the Nautica label, targeted at
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young, active, upper-income consumers, and designed to complement Nautica
sportswear. In Fiscal 1997, the Company introduced a line of Nautica footwear
for boys and a line of athletic footwear under the Nautica Competition label.
The Company introduced a new athletic line for men and women, Nautica Sport Tech
(NST), to replace the Nautica Competition label in the first quarter of Fiscal
2000. Suggested retail prices of Nautica casual footwear generally range from
$42 to $110, suggested retail prices of Nautica boys' footwear generally range
from $39 to $70, and suggested retail prices of NST athletic footwear generally
range from $45 to $65. Nautica footwear is sold in department stores and
specialty footwear stores and in unmanned leased shoe departments in Nautica
retail outlets operated by an affiliate of the licensor of the Nautica
trademark. At January 29, 2000, Licensed Brands operated 47 Nautica leased
departments.
Other Retail
The Other Retail segment accounted for approximately 2% of the Company's net
sales in Fiscal 2000.
Under an agreement with Mercantile Stores Company, Inc. the Company operated the
men's shoe departments in Mercantile department stores through the Company's
Jarman Leased departments division. Because of the 1998 acquisition of
Mercantile by Dillards Inc., the Company has ended its operation of the leased
departments. The Company transferred the remaining Jarman Leased departments to
Dillards Inc. and Saks Inc. during the first quarter ended May 1, 1999. See
"Significant Developments" in Management's Discussion and Analysis of Financial
Condition and Results of Operations for more information regarding Jarman Leased
departments. As of January 29, 2000, only five Other Retail stores were open,
which were General Shoe Warehouse stores. In the first quarter of Fiscal 2001,
four of the General Shoe Warehouse stores were transferred to the Jarman
operating segment and one was transferred to the Johnston & Murphy operating
segment. The Company will no longer report results from the Other Retail
segment.
Leather
During Fiscal 2000, the Company conducted leather tanning and finishing
operations in two manufacturing facilities located in Michigan and Tennessee.
The tanned leather products were sold in Fiscal 2000 to military boot
manufacturers and other customers. The Leather segment accounted for
approximately 4% of the Company's net sales in Fiscal 2000. Operating income
attributable to the leather operations was $1.4 million in Fiscal 2000, with an
operating margin of 6.1%.
MANUFACTURING AND SOURCING
The Company relies primarily on independent third-party manufacturers for
production of its footwear products. The Company sources footwear products from
foreign manufacturers located in China, Italy, Mexico, Brazil, Indonesia, Taiwan
and the United Kingdom. During Fiscal 2000, Genesco manufactured Johnston &
Murphy footwear in one facility in Nashville, Tennessee, but shoes manufactured
in the Johnston & Murphy factory have not accounted for a significant portion of
its sales of footwear products.
COMPETITION
Competition is intense in the footwear industry. The Company's retail footwear
competitors range from small, locally owned shoe stores to regional and national
department stores, discount stores, and specialty chains. The Company competes
with hundreds of footwear wholesale and
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manufacturing operations in the United States and throughout the world, most of
which are relatively small, specialized operations, but some of which are large,
more diversified companies. Some of the Company's competitors have certain
resources that are not available to the Company. The Company's success depends
upon its ability to remain competitive with respect to the key factors of style,
price, quality, comfort, brand loyalty, and customer service. The location and
atmosphere of the Company's retail stores is an additional competitive factor
for the Company's retail operations. Any failure by the Company to remain
competitive with respect to such key factors could have a material adverse
effect on the Company's business, financial condition, or results of operations.
TRADEMARKS AND LICENSES
The Company owns its Johnston & Murphy footwear brand. The Nautica and Dockers
brand footwear lines, introduced in Fiscal 1993, are sold under license
agreements. The Nautica license agreement expires on January 31, 2002 with an
option to renew through 2007 provided the Company meets minimum sales
requirements and subject to other conditions. The Dockers license agreement
expires on June 30, 2001 with an option to renew through June 30, 2002. Net
sales of Nautica and Dockers products were approximately $74 million in Fiscal
2000 and approximately $67 million in Fiscal 1999. The Company licenses certain
of its footwear brands, mostly in foreign markets. License royalty income was
not material in Fiscal 2000.
RAW MATERIALS
Genesco is not dependent upon any single source of supply for any major raw
material. In Fiscal 2000 the Company experienced no significant shortages of raw
materials in its principal businesses. The Company considers its available raw
material sources to be adequate.
BACKLOG
Most of the Company's orders are for delivery within 90 days. Therefore, the
backlog at any one time is not necessarily indicative of future sales for an
extended period of time. As of March 25, 2000, the Company's wholesale
operations and leather operations had a backlog of orders, including unconfirmed
customer purchase orders, amounting to approximately $30.1 million, compared to
approximately $23.7 million on March 27, 1999. The backlog is somewhat seasonal,
reaching a peak in spring. The Company maintains in-stock programs for selected
anticipated high volume sales.
EMPLOYEES
Genesco had approximately 4,250 employees at January 29, 2000, approximately
4,170 of whom were employed in footwear and 80 in corporate staff departments.
Retail footwear stores employ a substantial number of part-time employees during
peak selling seasons and approximately 1,840 of the Company's employees were
part-time during such seasons. Approximately 75 of the Company's employees are
covered by a collective bargaining agreement, which will expire on May 31, 2001.
PROPERTIES
At January 29, 2000, the Company operated 679 retail stores and leased
departments throughout the United States and Puerto Rico. New shopping center
store leases typically are for a term of approximately 10 years and new factory
outlet leases typically are for a term of approximately five years. Both
typically provide for rent based on a percentage of sales against a fixed
minimum rent
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based on the square footage leased. The Company's leased departments are
operated under agreements which are generally terminable by department stores
upon short notice.
The Company operates three manufacturing facilities (two of which are owned, one
of which is leased) and four warehousing facilities (two of which are owned and
two of which are leased) aggregating approximately 1,100,000 square feet. Six
facilities are located in Tennessee and one in Michigan. The Company's executive
offices and the offices of its footwear operations, which are leased, are in
Nashville, Tennessee where Genesco occupies approximately 60% of a 295,000
square foot building.
Leases on the Company's Nashville, Tennessee, plant, offices, and warehouses
expire in 2007, including renewal options. The Company believes that all leases
(other than the long-term Nashville leases) of properties that are material to
its operations may be renewed on terms not materially less favorable to the
Company than existing leases.
ENVIRONMENTAL MATTERS
The Company's manufacturing operations are subject to numerous federal, state,
and local laws and regulations relating to human health and safety and the
environment. These laws and regulations address and regulate, among other
matters, wastewater discharge, air quality and the generation, handling,
storage, treatment, disposal, and transportation of solid and hazardous wastes
and releases of hazardous substances into the environment. In addition, third
parties and governmental agencies in some cases have the power under such laws
and regulations to require remediation of environmental conditions and, in the
case of governmental agencies, to impose fines and penalties. The Company makes
capital expenditures from time to time to stay in compliance with applicable
laws and regulations. Several of the facilities owned or operated by the Company
(currently or in the past) are located in industrial areas and have historically
been used for extensive periods for industrial operations such as tanning,
dyeing, and manufacturing. Some of these operations used materials and generated
wastes that would be considered regulated substances under current environmental
laws and regulations. The Company currently is involved in several
administrative and judicial environmental proceedings relating to the Company's
former and current facilities. See "Legal Proceedings."
ITEM 2, PROPERTIES
See Item 1.
ITEM 3, LEGAL PROCEEDINGS
New York State Environmental Proceedings
The Company is a defendant in a civil action filed by the State of New York
against the City of Gloversville, New York, and 33 other private defendants. The
action arose out of the alleged disposal of certain hazardous material directly
or indirectly into a municipal landfill and seeks recovery under a federal
environmental statute and certain common law theories for the costs of
investigating and performing remedial actions and damage to natural resources.
The environmental authorities have selected a plan of remediation for the site
with a total estimated cost of approximately $12.0 million. The Company has
filed an answer to the complaint denying liability and asserting numerous
defenses. The Company, along with other defendants, and the State of
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New York are participating in non-binding mediation in an attempt to agree upon
an allocation of the remediation costs. Because of uncertainties related to the
ability or willingness of the other defendants to pay a portion of remediation
costs, the availability of New York State funding to pay a portion of
remediation costs and insurance coverage available to the various defendants,
the applicability of joint and several liability and the basis for contribution
claims among the defendants, management is unable to predict the outcome of the
action. However, management does not presently expect the action to have a
material effect on the Company's financial condition or results of operations.
The Company has received notice from the New York State Department of
Environmental Conservation (the "Department") that it deems remedial action to
be necessary with respect to certain contaminants in the vicinity of a knitting
mill operated by a former subsidiary of the Company from 1965 to 1969, and that
it considers the Company a potentially responsible party. In August 1997, the
Department 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 remediation measure with regard to
the site, without admitting liability or accepting responsibility for any future
remediation of the site. In conjunction with the consent order, the Company
entered into an agreement with the owner of the site providing for a release
from liability for property damage and for necessary access to the site, for
payments totaling $400,000. The Company estimates that the cost of conducting
the RIFS and implementing the interim remedial measure will be in the range of
$2.2 million to $2.6 million, including certain enhancements to the program
recommended by the Company's environmental consultants in the fourth quarter of
Fiscal 2000. The Company believes that it has adequately reserved for the costs
of conducting the RIFS and implementing the interim remedial measure
contemplated by the consent order, but there is no assurance that the consent
order will ultimately resolve the matter. The Company has not ascertained what
responsibility, if any, it has for any contamination in connection with the
facility or what other parties may be liable in that connection and is unable to
predict whether its liability, if any, beyond that voluntarily assumed by the
consent order will have a material effect on its financial condition or results
of operations.
Whitehall Environmental Sampling
Pursuant to a work plan approved by the Michigan Department of Environmental
Quality ("MDEQ") the Company has performed sampling and analysis of soil,
sediments, surface water, groundwater and waste management areas at the
Company's Volunteer Leather Company facility in Whitehall, Michigan. On June 29,
1999, the Company submitted a final remedial action plan (the "Plan") for the
site to MDEQ. The Plan proposes no direct remedial action with respect to soils
at the site, which are in compliance with applicable regulatory standards, or
lake sediments, which the Company believes do not pose a threat to human health
or the environment and do not violate any applicable regulatory standard. The
Plan includes the filing of certain restrictive covenants encumbering the
tannery property to prevent activities disturbing the lake sediments and uses of
the property inconsistent with the applicable regulatory standards. The Company,
with the approval of MDEQ, previously installed horizontal wells to capture
groundwater from a portion of the site and treat it by air sparging. The Plan
proposes continued operation of this system for an indefinite period and
monitoring of groundwater samples to ensure that the system is functioning as
intended. The Plan is subject to MDEQ approval. In December 1999, MDEQ responded
to the Plan with a request for further information.
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On June 30, 1999, the City of Whitehall filed an action against the Company in
the circuit court for the City of Muskegon alleging that the Company's and its
predecessors' past wastewater management practices have adversely affected the
environment, and seeking injunctive relief under Parts 17 and 201 of the
Michigan Natural Resources Environmental Protection Act ("MNREPA") to require
the Company to correct the alleged pollution. Further, the City alleges
violations of City ordinances prohibiting blight and litter, and that the
Whitehall Volunteer Leather plant constitutes a public nuisance. The Company
filed an answer denying the material allegations of the complaint and asserting
affirmative defenses and counterclaims against the City. The Company also moved
to join the State of Michigan as a party to the action, since it has primary
responsibility for administration of the environmental statutes underlying most
of the City's claims. The State moved to dismiss the Company's action against it
and to intervene in the case on a limited basis, seeking declaratory and
injunctive relief regarding the restrictive covenants on the property, the
State's jurisdiction under MNREPA Part 201 and its right of access to the
property.
If the proposed Plan is approved and the litigation's outcome does not require
additional remediation of the site, the Company does not expect remediation to
have a material impact on its financial condition or results of operations.
However, there can be no assurance that the Plan will be approved as submitted,
and the Company is unable to predict whether any further remediation that may
ultimately be required will have a material effect on its financial condition or
results of operations.
Whitehall Accident
On June 4, 1999, a truck driver working under contact with a carrier for a
chemical vendor died after inhaling a toxic vapor produced when he deposited a
chemical compound that he was delivering to the Company's Whitehall, Michigan
leather tannery into a tank containing another chemical solution. Regulatory
authorities, including the National Transportation Safety Board and the Michigan
Occupational Safety and Health Administration, are investigating the incident.
The Michigan agency has issued six citations alleging regulatory infractions
identified in the course of a general compliance review following the accident.
Proposed monetary penalties associated with the citations total $15,100. The
Company is contesting the citations. On March 14, 2000, the estate of the
deceased truck driver brought an action against the Company in Michigan state
court alleging that the Company's negligent acts and omissions caused his death
and seeking unspecified damages. The Company is currently unable to predict the
extent of its liability, if any, in connection with the accident and how
liability, if found, would be allocated among other potential defendants,
including the chemical vendor and the common carrier, and whether such
liability, if any, would have a material effect on its financial condition or
results of operations. The Company's insurance carrier is defending the Company
in the action, subject to a standard reservation of rights to deny coverage.
Threatened Indemnity Claim
The Company has been advised by the purchaser of an adhesives manufacturing
business formerly owned by the Company that the purchaser may be subject to an
indemnification claim by a subsequent acquirer of the business. The subsequent
acquirer has been named as a third-party defendant in a suit brought under
CERCLA relating to an Alabama solvent recycling facility allegedly used by the
business. According to the purchaser, it would in turn seek indemnification from
the Company against any portion of its liability arising out of the Company's
operation of the business prior to the purchaser's 1986 acquisition of it. The
Company believes that a release
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obtained from the purchaser in connection with the settlement of an earlier
disputed claim would bar any claim against the Company by the purchaser relating
to the present matter. Therefore, the Company does not currently expect this
threatened claim to have a material adverse effect on its financial condition or
results of operations. While there can be no assurance that claims by other
parties arising out of the Alabama facility will not be asserted, no such claim
has yet been asserted.
ITEM 4, SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth
quarter of Fiscal 2000.
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EXECUTIVE OFFICERS OF GENESCO
The officers of the Company are generally elected at the first meeting of the
board of directors following the annual meeting of shareholders and hold office
until their successors have been chosen and qualify. The name, age and office of
each of the Company's executive officers and certain information relating to the
business experience of each are set forth below:
BEN T. HARRIS, 56, Chairman, President and Chief Executive Officer of Genesco.
Mr. Harris joined the Company in 1967 and in 1980 was named manager of the
leased department division of the Jarman Shoe Company. In 1991, he was named
president of the Jarman Shoe Company and in 1995 was named president of Retail
Footwear, which included the Jarman Shoe Company, Journeys, Boot Factory and
General Shoe Warehouse. Mr. Harris was named executive vice president -
operations in January 1996. He was named president and chief operating officer
and a director of the Company as of November 1, 1996 and was named chief
executive officer as of February 1, 1997. Mr. Harris was named chairman as of
November 4, 1999.
HAL N. PENNINGTON, 62, Executive Vice President and Chief Operating Officer. Mr.
Pennington has served in various roles during his 38 year tenure with Genesco.
He was vice president-wholesale for Johnston & Murphy from 1990 until his
appointment as president of Dockers Footwear in August 1995. He was named
president of Johnston & Murphy in February 1997 and named senior vice president
in June 1998. Mr. Pennington was named executive vice president, chief operating
officer and a director of the Company as of November 4, 1999 and is responsible
for all the Company's operating divisions.
JAMES S. GULMI, 54, Senior Vice President - Finance and Chief Financial Officer.
Mr. Gulmi was employed by Genesco in 1971 as a financial analyst, appointed
assistant treasurer in 1974 and named treasurer in 1979. He was elected a vice
president in 1983 and assumed the responsibilities of chief financial officer in
1986. He was again elected treasurer in February 1995. Mr. Gulmi was appointed
senior vice president - finance in January 1996.
JAMES W. BOSCAMP, 50, Senior Vice President. Mr. Boscamp joined the Company in
1991 as president of Nautica Footwear. He was appointed senior vice president of
the Company in January 1996. He was appointed president of Jarman, overseeing
the Jarman retail chain, in March 1999. Before joining the Company, Mr. Boscamp
was executive vice president, marketing at Munsingwear.
JOHN W. CLINARD, 52, Vice President - Human Resources. Mr. Clinard has served in
various human resources capacities during his 25 year tenure with Genesco. He
was named vice president - human resources in June 1997.
ROGER G. SISSON, 36, Secretary and General Counsel. Mr. Sisson joined the
Company in January 1994 as assistant general counsel and was elected secretary
in February 1994. He was named general counsel in January 1996. Before joining
the Company, Mr. Sisson was associated with the firm of Boult, Cummings, Conners
& Berry for approximately six years.
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MATTHEW N. JOHNSON, 35, Treasurer. Mr. Johnson joined the Company in April 1993
as manager, corporate finance and was elected assistant treasurer in December
1993. He was elected treasurer in June 1996. Prior to joining the Company, Mr.
Johnson was a vice president in the corporate and institutional banking division
of The First National Bank of Chicago.
PAUL D. WILLIAMS, 45, Chief Accounting Officer. Mr. Williams joined the Company
in 1977, was named director of corporate accounting and financial reporting in
1993 and chief accounting officer in April 1995.
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PART II
ITEM 5, MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed on the New York Stock Exchange (Symbol:
GCO) and the Chicago Stock Exchange. The following table sets forth for the
periods indicated the high and low sales prices of the common stock as shown in
the New York Stock Exchange Composite Transactions listed in the Wall Street
Journal.
FISCAL YEAR ENDED JANUARY 30
- ----------------------------
HIGH LOW
---------- ----------
1999 1st Quarter 18 7/8 12 1/2
2nd Quarter 18 1/16 10 7/16
3rd Quarter 10 15/16 3 15/16
4th Quarter 7 3/4 4 3/4
FISCAL YEAR ENDED JANUARY 29
- ----------------------------
2000 1st Quarter 12 7 1/16
2nd Quarter 15 10 5/8
3rd Quarter 13 5/8 10 1/16
4th Quarter 14 9
There were approximately 7,400 common shareholders of record on January 29,
2000.
See Notes 9 and 11 to the Consolidated Financial Statements included in Item 8
for information regarding restrictions on dividends and redemptions of capital
stock.
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15
ITEM 6, SELECTED FINANCIAL DATA
- -------------------------------------------------------------------------------------------------------------------
FINANCIAL SUMMARY
- -------------------------------------------------------------------------------------------------------------------
IN THOUSANDS EXCEPT PER COMMON SHARE DATA, FISCAL YEAR END
---------------------------------------------------------
FINANCIAL STATISTICS AND OTHER DATA 2000 1999 1998 1997 1996
- -------------------------------------------------------------------------------------------------------------------
RESULTS OF OPERATIONS DATA
Net sales $573,720 $549,748 $536,107 $461,348 $434,575
Depreciation and amortization 10,514 9,691 8,893 7,747 7,354
Earnings before interest and taxes 47,930 37,696 17,722 18,873 5,889
Pretax earnings (loss) 41,943 31,085 8,860 10,132 (3,756)
Earnings (loss) before discontinued operations and
extraordinary loss 25,922 54,923 8,820 10,554 (3,781)
Discontinued operations -0- 450 -0- (150) 13,852
Loss on early retirement of debt (net of tax) -0- 2,245 169 -0- -0-
- -------------------------------------------------------------------------------------------------------------------
Net earnings $ 25,922 $ 53,128 $ 8,651 $ 10,404 $ 10,071
===================================================================================================================
PER COMMON SHARE DATA
Earnings (loss) before discontinued operations and
extraordinary loss
Basic $ 1.14 $ 2.15 $ .33 $ .42 $ (.17)
Diluted 1.05 1.89 .32 .40 (.17)
Discontinued operations
Basic .00 .02 .00 (.01) .57
Diluted .00 .01 .00 (.01) .57
Extraordinary loss
Basic .00 (.10) .00 .00 .00
Diluted .00 (.07) (.01) .00 .00
Net earnings
Basic 1.14 2.07 .33 .41 .40
Diluted 1.05 1.83 .31 .39 .40
===================================================================================================================
BALANCE SHEET DATA
Total assets $301,165 $307,198 $246,817 $221,654 $197,806
Long-term debt 103,500 103,500 75,000 75,000 75,000
Capital leases 34 36 279 1,485 2,697
Non-redeemable preferred stock 7,882 7,918 7,945 7,944 7,958
Common shareholders' equity 100,360 108,661 64,019 45,846 25,947
Additions to plant, equipment and capital leases 22,312 23,512 24,725 14,640 8,564
===================================================================================================================
FINANCIAL STATISTICS
Earnings before interest and taxes as a percent of net
sales 8.4% 6.9% 3.3% 4.1% 1.4%
Book value per share $ 4.73 $ 4.56 $ 2.43 $ 1.82 $ 1.04
Working capital $138,007 $155,778 $119,313 $108,795 $108,135
Current ratio 2.8 3.1 2.6 2.6 3.2
Percent long-term debt to total capitalization 48.9% 47.0% 51.1% 58.7% 69.6%
===================================================================================================================
OTHER DATA (END OF YEAR)
Number of retail outlets* 679 674 587 504 463
Number of employees 4,250 3,650 4,300 4,050 3,750
===================================================================================================================
*Includes 78 Jarman Leased departments in Fiscal 1999 which were divested during
the first quarter of Fiscal 2000 and 26 Boot Factory stores in Fiscal 1998 and
29 Boot Factory stores in Fiscal 1997 and 1996 which were divested during the
second quarter of Fiscal 1999.
Reflected in the earnings for Fiscal 1999 was a tax benefit of $23.8 million.
See Note 12 to the Consolidated Financial Statements for additional information.
Reflected in the earnings for Fiscal 1999, 1998, 1997 and 1996 were
restructuring and other charges of ($2.4) million, $17.7 million, $1.7 million
and $15.1 million, respectively. See Note 2 to the Consolidated Financial
Statements for additional information regarding these charges. Also reflected in
the earnings for Fiscal 1997 was a $6.7 million litigation settlement.
Long-term debt and capital leases include current payments. On April 9, 1998,
the Company issued $103.5 million of 5 1/2% convertible subordinated notes due
2005. The Company used $80 million of the proceeds to repay all of its 10 3/8%
senior notes including interest and expenses incurred in connection therewith.
The Company has not paid dividends on its Common Stock since 1973. See Note 11
to the Consolidated Financial Statements for a description of limitations on the
Company's ability to pay dividends.
15
16
ITEM 7, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and the notes to the Consolidated Financial Statements include
certain forward-looking statements. Actual results could differ materially from
those reflected by the forward-looking statements in this discussion and a
number of factors may adversely affect future results, liquidity and capital
resources. These factors include changes in consumer demand or tastes that
affect sales at retail or wholesale, changes in buying patterns by significant
wholesale customers, changes in business strategies by the Company's
competitors, the Company's ability to open, staff and support additional retail
stores on schedule and at acceptable expense levels, the ability to execute its
strategies to achieve improvements in Nautica's performance and the outcome of
litigation and environmental matters, including those discussed in Note 16 to
the Consolidated Financial Statements. Although the Company believes it has an
appropriate business strategy and the resources necessary for its operations,
future revenue and margin trends cannot be reliably predicted and the Company
may alter its business strategies to address changing conditions.
SIGNIFICANT DEVELOPMENTS
Jarman Leased Departments Transition
Under an agreement with Mercantile Stores Company, Inc. the Company operated the
men's shoe departments in Mercantile department stores through the Company's
Jarman Leased departments division. Because of the 1998 acquisition of
Mercantile by Dillards Inc., the Company has ended its operation of the leased
departments. The Company transferred the remaining Jarman Leased departments to
Dillards Inc. and Saks Inc. during the first quarter ended May 1, 1999. The
Jarman Leased departments business contributed sales of $1.2 million, $47.4
million and $52.3 million for Fiscal 2000, 1999 and 1998, respectively. The
Jarman Leased departments business contributed operating earnings (loss) of
($0.3) million, $2.1 million and $4.1 million for Fiscal 2000, 1999 and 1998,
respectively.
Share Repurchase Program
During the third quarter ended October 31, 1998, the Company's board of
directors authorized the repurchase of up to 2.6 million shares of the Company's
common stock. During the fourth quarter ended January 30, 1999, the board
authorized an additional 2.2 million shares to be repurchased. In August of
1999, the board authorized the repurchase of an additional 1.0 million shares.
In February of 2000, the board authorized the repurchase of an additional 1.0
million shares. The purchases may be made on the open market or in privately
negotiated transactions. In total, the Company's board of directors has
authorized the repurchase of 6.8 million shares of the Company's common stock.
As of January 29, 2000, the Company had repurchased 5.8 million shares at a cost
of $51.8 million.
Workforce Reduction
In connection with the Boot Divestiture discussed below and the closing of the
Jarman Leased departments, the Company reviewed the structure and level of
staffing in all of its operations during the third and fourth quarters of Fiscal
1999. Upon completion of the review, the Company recorded a $1.3 million charge
to earnings, included in selling and administrative expenses, during the fourth
quarter of Fiscal 1999 for a workforce reduction of 66 positions, of which
substantially all were eliminated by January 29, 2000. Twenty-six of the
positions eliminated related to the Jarman Leased departments business, with the
remainder being primarily employed at corporate headquarters.
16
17
Fiscal 1998 Restructuring
As a result of the continued weakness in the western boot market, the Company
approved a plan in the fourth quarter of Fiscal 1998 to exit the western boot
business (the "Boot Divestiture"). In connection with the Boot Divestiture, the
Company recorded a charge to earnings of $17.3 million in the fourth quarter of
Fiscal 1998, including $11.3 million in asset writedowns. The carrying value of
the assets held for sale was reduced to fair value based on estimated selling
values less estimated costs to sell. The charges related to the Boot Divestiture
also included $3.2 million in employee-related costs and $2.8 million of
facility shutdown and other costs. On June 12, 1998, the Company and Texas Boot,
Inc. entered into an agreement providing for the purchase by Texas Boot, Inc. of
most of the assets related to the western boot business, including the Company's
26 store Boot Factory retail chain, which the Company had not planned to include
in the Boot Divestiture. The Company completed the divestiture on July 14, 1998.
Net sales of the Company's western boot business were $16.6 million and $59.3
million for Fiscal 1999 and 1998, respectively, and the operating loss was $1.3
million and $2.6 million for Fiscal 1999 and 1998, respectively.
Net earnings for the second quarter ended August 1, 1998 reflect a restructuring
gain of $2.4 million, primarily from the Boot Divestiture. The gain represents
savings of expected employee-related costs and facility shutdown costs because
the buyer continued to operate a manufacturing facility that the Company would
have closed and retained certain employees whose positions the Company would
have eliminated. The Company's actions relating to the Boot Divestiture directly
resulted in the elimination of 622 jobs, including all positions related to the
western boot business and the Boot Factory retail chain.
In addition to the charge related to the Boot Divestiture, the Company took a
charge of $0.6 million during the fourth quarter of Fiscal 1998 to consolidate
staff in one operating division as well as to account for the costs of
eliminating a production process at its remaining footwear plant.
During the second quarter of Fiscal 1998, the Company recorded a restructuring
gain of $1.1 million and losses from an asset impairment and other charges of
$0.8 million, resulting in a net gain of $0.3 million reported in the income
statement. The restructuring gain relates to both the Manufacturing
Restructuring and a restructuring plan adopted in the third quarter of Fiscal
1995 (the "1995 Restructuring"). It arose primarily from the sale of one
facility and cancellation of leases on two facilities (including one facility
included in the 1995 Restructuring) more quickly and on more favorable terms
than contemplated when the reserves were established. The asset impairment and
other charges during the second quarter of Fiscal 1998 arose from the decrease
in production in one of the Company's western boot plants as a result of
continued weakness in the western boot market. The asset impairment and other
charges related to excess equipment, including $0.1 million of equipment covered
by operating leases.
Business Segments
The Company operates through six operating reportable business segments (not
including corporate): Journeys; Jarman, comprised of the Jarman, Underground
Station and Stone & Co. retail footwear chains; Johnston & Murphy, comprised of
Johnston & Murphy retail stores and wholesale distribution; Licensed Brands,
comprised of Dockers and Nautica Footwear; Other Retail, comprised of General
Shoe Warehouse and the Jarman Leased departments, both of which were closed in
FY 2000; and Leather.
17
18
RESULTS OF OPERATIONS - FISCAL 2000 COMPARED TO FISCAL 1999
The Company's net sales for Fiscal 2000 increased 4.4% to $573.7 million from
$549.7 million in Fiscal 1999. Excluding net sales attributable to the divested
Other Retail and western boot businesses from both periods, the Company's net
sales increased 18.4% to $564.9 million in Fiscal 2000 from $477.0 million in
Fiscal 1999. Gross margin for Fiscal 2000 increased 5.2% to $257.1 million in
Fiscal 2000 from $244.4 million in Fiscal 1999 and increased as a percentage of
net sales from 44.5% in Fiscal 1999 to 44.8% in Fiscal 2000. Selling and
administrative expenses in Fiscal 2000 were flat with Fiscal 1999 but decreased
as a percentage of net sales from 38.0% in Fiscal 1999 to 36.5% in Fiscal 2000.
Explanations of the changes in results of operations are provided by business
segment in discussions following this introductory paragraph.
Earnings before income taxes, discontinued operations and extraordinary loss
("pretax earnings") for Fiscal 2000 were $41.9 million compared to $31.1 million
for Fiscal 1999. Pretax earnings for Fiscal 1999 included a restructuring gain
of $2.4 million primarily relating to the Boot Divestiture and $2.3 million of
other charges, primarily litigation and severance charges, including the fourth
quarter $1.3 million workforce reduction charge discussed above.
Net earnings in Fiscal 2000 were $25.9 million ($1.05 diluted earnings per
share) compared to $53.1 million ($1.83 diluted earnings per share) for Fiscal
1999. In addition to the adjustments to earnings discussed above, Fiscal 1999
earnings included a tax benefit of $23.8 million, a gain from discontinued
operations, net of tax, of $0.5 million ($0.01 diluted earnings per share) and
an extraordinary charge, net of tax, of $2.2 million ($0.07 diluted earnings per
share) for the early retirement of debt. The Company recorded an effective
federal income tax rate of 38.2% for Fiscal 2000.
The Fiscal 1999 tax benefit of $23.8 million related to reversal of valuation
reserves on deferred tax assets in the fourth quarter of Fiscal 1999. The
reversal resulted from the reassessment by the Company of the levels of
valuation allowances. The Company concluded it was more likely than not that the
increased levels of deferred tax assets will be realized due to increased levels
of profitability, future income projections and the substantial removal of
uncertainties surrounding the Company's divestitures.
Journeys
Fiscal Year Ended
---------------------- %
2000 1999 Change
-------- -------- ------
(dollars in thousands)
Net sales ......................... $215,318 $159,965 34.6%
Operating income .................. $ 29,719 $ 21,704 36.9%
Operating margin .................. 13.8% 13.6%
Reflecting both a 28% increase in average Journeys stores operated (i.e., the
sum of the number of stores open on the first day of the fiscal year and the
last day of each fiscal month during the year divided by thirteen) and a 13%
increase in comparable store sales, net sales from Journeys increased
18
19
34.6% for Fiscal 2000 compared to Fiscal 1999. The average price per pair of
shoes increased 3% in Fiscal 2000 and unit sales increased 31% during the same
period. The store count for Journeys included 323 stores at the end of Fiscal
2000 compared to 258 stores at the end of Fiscal 1999.
Journeys operating income for Fiscal 2000 was up 36.9% to $29.7 million compared
to $21.7 million in Fiscal 1999. The increase was due to increased sales both
from store openings and a comparable store sales increase and decreased expenses
as a percentage of sales.
Jarman
Fiscal Year Ended
--------------------- %
2000 1999 Change
------- ------- -------
(dollars in thousands)
Net sales ......................... $86,897 $83,315 4.3%
Operating income .................. $ 4,336 $ 2,983 45.4%
Operating margin .................. 5.0% 3.6%
Primarily due to an 8% increase in comparable store sales, net sales from Jarman
increased 4.3% for Fiscal 2000 compared to Fiscal 1999. The increase in sales
was driven primarily by Underground Station stores. The average price per pair
of shoes increased 7% in Fiscal 2000 while unit sales decreased 4% during the
same period. Jarman operated 161 stores at the end of Fiscal 2000, including 21
Underground Station stores and six Stone & Co. stores. It had operated 166
stores at the end of Fiscal 1999, including 17 Underground Station stores.
Jarman operating income for Fiscal 2000 was up 45.4% to $4.3 million compared to
$3.0 million in Fiscal 1999 and increased as a percent of sales to 5.0% from
3.6% in Fiscal 1999. The increase was due to increased sales, increased gross
margin in dollars and as a percentage of sales due primarily to lower markdowns
and decreased expenses as a percentage of sales.
Other Retail
Fiscal Year Ended
------------------ %
2000 1999 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $ 8,840 $56,184 (84.3%)
Operating income (loss) ..................... $ (500) $ 2,214 NA
Operating margin ............................ (5.7%) 3.9%
The Jarman Leased departments business was closed in the first quarter of Fiscal
2000. Primarily because of the loss of sales from the Jarman Leased departments
business and a 14% decrease in comparable store sales for General Shoe
Warehouse, net sales from Other Retail decreased 84.3% for Fiscal 2000 compared
to Fiscal 1999. Other Retail operating income for Fiscal 2000 was down $2.7
19
20
million from Fiscal 1999 as a result of the decreased sales and decreased gross
margins as a percentage of sales. As of January 29, 2000, only five Other Retail
stores were open, which were General Shoe Warehouse stores, compared to 94 Other
Retail stores operated at the end of Fiscal 1999. In the first quarter of Fiscal
2001, four of the General Shoe Warehouse stores were transferred to the Jarman
operating segment and one was transferred to the Johnston & Murphy operating
segment. The Company will no longer report results from the Other Retail
segment.
Johnston & Murphy
Fiscal Year Ended
------------------ %
2000 1999 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $166,340 $147,434 12.8%
Operating income ............................ $ 22,187 $ 19,708 12.6%
Operating margin ............................ 13.3% 13.4%
Johnston & Murphy net sales increased 12.8% to $166.3 million in Fiscal 2000
from $147.4 million in Fiscal 1999, reflecting primarily a 4% increase in
comparable store sales for Johnston & Murphy retail operations, which accounted
for 63% of Johnston & Murphy segment sales in Fiscal 2000 and 62% of Johnston &
Murphy segment sales in Fiscal 1999, a 9% increase in average Johnston & Murphy
retail stores operated and a 10% increase in Johnston & Murphy wholesale sales.
The store count for Johnston & Murphy retail operations at the end of Fiscal
2000 included 143 Johnston & Murphy stores and factory stores compared to 132
Johnston & Murphy stores and factory stores at the end of Fiscal 1999. The
average price per pair of shoes for Johnston & Murphy retail increased 1% in
Fiscal 2000 and unit sales increased 11% during the same period. Unit sales for
the Johnston & Murphy wholesale business increased 12% in Fiscal 2000, while the
average price per pair of shoes decreased 3% for the same period, reflecting
increased promotional activities and mix changes.
Johnston & Murphy operating income for Fiscal 2000 increased 12.6% from $19.7
million in Fiscal 1999 to $22.2 million in Fiscal 2000, primarily due to
increased sales and decreased expenses as a percentage of sales from increased
leverage.
Licensed Brands
Fiscal Year Ended
------------------ %
2000 1999 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $74,122 $67,356 10.0%
Operating income ............................ $ 2,487 $ 2,435 2.1%
Operating margin ............................ 3.4% 3.6%
Licensed Brands net sales increased 10.0% to $74.1 million in Fiscal 2000 from
$67.4 million in Fiscal 1999, reflecting primarily a 9% increase in Licensed
Brands wholesale sales. Licensed Brands' net sales also included the net sales
of unmanned leased shoe departments in Nautica retail outlets
20
21
operated by an affiliate of the licensor of the Nautica trademark. There were 47
Nautica leased departments at the end of Fiscal 2000, compared to 24 Nautica
leased departments at the end of Fiscal 1999. Unit sales for the Licensed Brands
wholesale businesses increased 16% in Fiscal 2000, while the average price per
pair of shoes decreased 6% for the same period, reflecting increased promotional
activities.
Licensed Brands operating income for Fiscal 2000 increased 2.1% from $2.4
million in Fiscal 1999 to $2.5 million in Fiscal 2000, primarily due to
increased sales and decreased expenses as a percentage of sales.
Leather
Fiscal Year Ended
------------------ %
2000 1999 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $22,203 $18,934 17.3%
Operating income ............................ $ 1,363 $ 898 51.8%
Operating margin ............................ 6.1% 4.7%
Leather net sales increased 17.3% to $22.2 million in Fiscal 2000 from $18.9
million in Fiscal 1999, primarily due to increased orders from military footwear
suppliers, which make up the majority of the Company's tanned leather business.
Leather operating income for Fiscal 2000 increased from $0.9 million in Fiscal
1999 to $1.4 million in Fiscal 2000, primarily due to increased sales and
decreased expenses as a percentage of sales. The Company does not expect
continued operating income improvement in Fiscal 2001, because of product margin
pressures from increased raw material prices and competitive pressures in
pricing.
Corporate, Interest Expenses and Other Charges
Corporate and other expenses for Fiscal 2000 were $10.9 million compared to
$11.0 million for Fiscal 1999 (exclusive of other charges of $0.8 million,
primarily litigation and severance charges, in Fiscal 2000 and a restructuring
gain of $2.4 million and other charges of $2.3 million, primarily litigation and
severance charges, in Fiscal 1999), a decrease of 1.3%. The decrease in
corporate expenses in Fiscal 2000 is attributable primarily to decreased
professional fees.
Interest expense decreased 11.9% from $9.3 million in Fiscal 1999 to $8.2
million in Fiscal 2000, primarily due to the decrease in interest rates on the
Company's long-term debt from 10 3/8% on $75 million in borrowings as a result
of the notes being redeemed in Fiscal 1999 to 5 1/2% on $103.5 million of
convertible notes issued in Fiscal 1999. Interest income decreased 18% from $2.6
million in Fiscal 1999 to $2.2 million in Fiscal 2000, due to decreases in
general marketplace interest rates. There were no borrowings under the Company's
revolving credit facility during either Fiscal 2000 or Fiscal 1999.
RESULTS OF OPERATIONS - FISCAL 1999 COMPARED TO FISCAL 1998
The Company's net sales for Fiscal 1999 increased 2.5% to $549.7 million from
$536.1 million in Fiscal 1998. Excluding net sales attributable to the divested
Other Retail and western boot businesses
21
22
from both periods, the Company's net sales increased 14.6% to $477.0 million in
Fiscal 1999 from $416.2 million in Fiscal 1998. Gross margin for Fiscal 1999
increased 9.3% to $244.4 million in Fiscal 1999 from $223.6 million in Fiscal
1998 and increased as a percentage of net sales from 41.7% in Fiscal 1998 to
44.5% in Fiscal 1999. Selling and administrative expenses for Fiscal 1999
increased 11.1% to $209.1 million in Fiscal 1999 from $188.1 million in Fiscal
1998 and increased as a percentage of net sales from 35.1% in Fiscal 1998 to
38.0% in Fiscal 1999.
Earnings before income taxes, discontinued operations and extraordinary loss
("pretax earnings") for Fiscal 1999 were $31.1 million compared to $8.9 million
for Fiscal 1998. Pretax earnings for Fiscal 1999 included a restructuring gain
of $2.4 million primarily relating to the Boot Divestiture and $2.3 million of
other charges, primarily litigation and severance charges, including the fourth
quarter $1.3 million workforce reduction charge discussed above. Pretax earnings
for Fiscal 1998 included an $18.0 million restructuring charge incurred
primarily in connection with the Boot Divestiture and a net gain of $0.3 million
in the second quarter of Fiscal 1998 related to restructurings and asset
impairments as discussed in detail above.
Net earnings in Fiscal 1999 were $53.1 million ($1.83 diluted earnings per
share) compared to $8.7 million ($0.31 diluted earnings per share) for Fiscal
1998. In addition to the charges to earnings discussed above, Fiscal 1999
earnings included a tax benefit of $23.8 million, a gain from discontinued
operations, net of tax, of $0.5 million ($0.01 diluted earnings per share) and
an extraordinary charge, net of tax, of $2.2 million ($0.07 diluted earnings per
share) for the early retirement of debt. Fiscal 1998 net earnings included an
extraordinary charge of $0.2 million ($0.01 diluted earnings per share) for the
early retirement of debt.
The Fiscal 1999 tax benefit of $23.8 million related to reversal of valuation
reserves on deferred tax assets in the fourth quarter of Fiscal 1999. The
reversal resulted from the reassessment by the Company of the levels of
valuation allowances. The Company concluded it was more likely than not that the
increased levels of deferred tax assets will be realized due to increased levels
of profitability, future income projections and the substantial removal of
uncertainties surrounding the Company's divestitures.
Journeys
Fiscal Year Ended
------------------ %
1999 1998 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $159,965 $120,775 32.4%
Operating income ............................ $ 21,704 $ 16,915 28.3%
Operating margin ............................ 13.6% 14.0%
Reflecting both a 48% increase in average Journeys stores operated and a 1%
increase in comparable store sales, net sales from Journeys increased 32.4% for
Fiscal 1999 compared to Fiscal 1998. The average price per pair of shoes
decreased 2% in Fiscal 1999 while unit sales increased 38% during the same
period. The store count for Journeys included 258 stores at the end of Fiscal
1999 compared to 176 stores at the end of Fiscal 1998.
22
23
Journeys operating income for Fiscal 1999 was up 28.3% to $21.7 million compared
to $16.9 million in Fiscal 1998. The increase was due to the increased sales and
increased gross margin as a percentage of sales.
Jarman
Fiscal Year Ended
------------------ %
1999 1998 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $83,315 $82,729 0.7%
Operating income ............................ $ 2,983 $ 8,151 (63.4%)
Operating margin ............................ 3.6% 9.9%
Primarily due to a 10% increase in average Jarman stores operated, net sales
from Jarman increased 0.7% for Fiscal 1999 compared to Fiscal 1998 despite a 7%
decrease in comparable store sales for Fiscal 1999. The average price per pair
of shoes decreased 5% in Fiscal 1999 while unit sales increased 5% during the
same period. Jarman operated 166 stores at the end of Fiscal 1999, including 17
Underground Station stores. It had operated 158 stores at the end of Fiscal
1998.
Jarman operating income for Fiscal 1999 was down 63.4% to $3.0 million compared
to $8.2 million in Fiscal 1998. The decrease was due to decreased gross margin
as a percentage of sales due to higher markdowns and increased expenses as a
percentage of sales primarily due to the 10% increase in average Jarman stores
operated and the decline in comparable store sales, which resulted in increased
occupancy related expenses and selling salaries.
Other Retail
Fiscal Year Ended
------------------ %
1999 1998 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $56,184 $60,621 (7.3%)
Operating income ............................ $ 2,214 $ 4,724 (53.1%)
Operating margin ............................ 3.9% 7.8%
Primarily due to a 12% decrease in comparable store sales for Other Retail, net
sales from Other Retail decreased 7.3% for Fiscal 1999 compared to Fiscal 1998.
The average price per pair of shoes decreased 4% in Fiscal 1999 and unit sales
decreased 3% during the same period. The store count for Other Retail included
94 stores at the end of Fiscal 1999 compared to 96 stores at the end of Fiscal
1998.
23
24
Other Retail operating income for Fiscal 1999 was down 53.1% to $2.2 million
compared to $4.7 million in Fiscal 1998. The decrease was due to decreased
sales, decreased gross margin as a percentage of sales and increased expenses as
a percentage of sales caused in large part by the leased department transition.
See "Jarman Leased Departments Transition" under Significant Developments above
for further information.
Johnston & Murphy
Fiscal Year Ended
------------------ %
1999 1998 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $147,434 $125,568 17.4%
Operating income ............................ $ 19,708 $ 14,827 32.9%
Operating margin ............................ 13.4% 11.8%
Johnston & Murphy net sales increased 17.4% to $147.4 million in Fiscal 1999
from $125.6 million in Fiscal 1998, reflecting primarily an 8% increase in
comparable store sales for Johnston & Murphy retail operations, which accounted
for 62% of Johnston & Murphy segment sales in Fiscal 1999 and Fiscal 1998, a 4%
increase in average Johnston & Murphy retail stores operated and a 15% increase
in Johnston & Murphy wholesale sales. The store count for Johnston & Murphy
retail operations at the end of Fiscal 1999 included 132 Johnston & Murphy
stores and factory stores compared to 127 Johnston & Murphy stores and factory
stores at the end of Fiscal 1998. The average price per pair of shoes for
Johnston & Murphy retail increased 2% in Fiscal 1999 and unit sales increased
14% during the same period. Unit sales for the Johnston & Murphy wholesale
business increased 13% in Fiscal 1999 while the average price per pair of shoes
remained flat for the same period.
Johnston & Murphy operating income for Fiscal 1999 increased 32.9% from $14.8
million in Fiscal 1998 to $19.7 million in Fiscal 1999, primarily due to
increased sales and increased gross margin as a percentage of sales.
Licensed Brands
Fiscal Year Ended
------------------ %
1999 1998 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $67,356 $57,890 16.4%
Operating income ............................ $ 2,435 $ 4,505 (45.9%)
Operating margin ............................ 3.6% 7.8%
Licensed Brands net sales increased 16.4% to $67.4 million in Fiscal 1999 from
$57.9 million in Fiscal 1998, reflecting primarily a 15% increase in Licensed
Brands wholesale sales. There were 24 Nautica leased departments at the end of
Fiscal 1999 compared to four Nautica leased departments at the end of Fiscal
1998. Unit sales for the Licensed Brands wholesale businesses increased 20% in
Fiscal 1999 while the average price per pair of shoes decreased 5% for the same
period.
24
25
Licensed Brands operating income for Fiscal 1999 decreased 45.9% from $4.5
million in Fiscal 1998 to $2.4 million in Fiscal 1999, primarily due to
decreased gross margin as a percentage of sales due to increased markdowns in
the Company's Nautica Footwear business and increased expenses as a percentage
of sales.
Leather
Fiscal Year Ended
------------------ %
1999 1998 Change
------- ------- -------
(dollars in thousands)
Net sales ................................... $18,934 $29,218 (35.2%)
Operating income ............................ $ 898 $ 1,519 (40.9%)
Operating margin ............................ 4.7% 5.2%
Leather net sales decreased 35.2% to $18.9 million in Fiscal 1999 from $29.2
million in Fiscal 1998, primarily due to lower orders from military footwear
suppliers, which were impacted by a decrease in demand for leather military
footwear, which make up the majority of the Company's tanned leather business.
Leather operating income for Fiscal 1999 decreased 40.9% from $1.5 million in
Fiscal 1998 to $0.9 million in Fiscal 1999, primarily due to lower sales and
increased expenses as a percentage of sales.
Corporate, Interest Expenses and Other Charges
Corporate and other expenses for Fiscal 1999 were $11.0 million compared to
$11.8 million for Fiscal 1998 (exclusive of a restructuring gain of $2.4 million
and other charges of $2.3 million, primarily litigation and severance charges,
in Fiscal 1999 and a restructuring charge of $17.7 million and other charges of
$0.9 million, primarily litigation and severance charges, in Fiscal 1998), a
decrease of 6.5%. The decrease in corporate expenses in Fiscal 1999 is
attributable primarily to decreased compensation expense, including decreased
bonus accruals.
Interest expense decreased 9.1% from $10.2 million in Fiscal 1998 to $9.3
million in Fiscal 1999, primarily due to the decrease in interest rates on the
Company's long-term debt from 10 3/8% on $75 million in borrowings as a result
of the notes being redeemed in Fiscal 1999 to 5 1/2% on $103.5 million of
convertible notes issued in Fiscal 1999. Interest income increased 101% from
$1.3 million in Fiscal 1998 to $2.6 million in Fiscal 1999, due to increases in
average short-term investments as a result of the increased cash from the Boot
Divestiture and the net proceeds from the issuance of $103.5 million of 5 1/2%
convertible subordinated notes. There were no borrowings under the Company's
revolving credit facility during either Fiscal 1999 or Fiscal 1998.
25
26
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain financial data at the dates indicated.
Jan. 29, Jan. 30, Jan. 31,
2000 1999 1998
-------- -------- --------
(dollars in millions)
Cash and short-term investments ................ $ 57.9 $ 58.7 $ 49.3
Working capital ................................ $ 138.0 $ 155.8 $ 119.3
Long-term debt (includes current maturities) ... $ 103.5 $ 103.5 $ 75.0
Current ratio .................................. 2.8x 3.1x 2.6x
Working Capital
The Company's business is somewhat seasonal, with the Company's investment in
inventory and accounts receivable normally reaching peaks in the spring and fall
of each year. Cash flow from operations is generated principally in the fourth
quarter of each fiscal year.
Cash provided by operating activities was $45.7 million in Fiscal 2000 compared
to $7.5 million in Fiscal 1999. The $38.2 million increase in cash flow from
operating activities reflects primarily improved earnings, a much smaller
increase in inventory for Fiscal 2000 compared to Fiscal 1999 and an increase in
accrued liabilities for increased bonus accruals and income taxes to be paid in
Fiscal 2001. The Company's earnings before income taxes, discontinued operations
and extraordinary loss improved $10.9 million with an increase of only $2.6
million in taxes paid as the Company utilized its remaining net operating loss
carryforwards. Contributing to the inventory change was a slowdown in store
openings from 162 stores in Fiscal 1999 compared to 113 stores in Fiscal 2000
and the sell off of Jarman Leased departments inventory. Cash provided by
operating activities was $7.5 million in Fiscal 1999 compared to $26.9 million
in Fiscal 1998. The $19.4 million decrease in cash flow from operating
activities reflects primarily $8.2 million in pension contributions and a $9.4
million reduction in accrued liabilities due to payments related to the Boot
Divestiture, changes in timing of interest payments and decreased bonus
accruals.
The $0.3 million increase in inventories at January 29, 2000 from January 30,
1999 levels reflects planned increases in retail inventory to support the net
increase of 83 stores, excluding Jarman Leased departments, in Fiscal 2000. The
$12.3 million increase in inventories at January 30, 1999 reflects planned
increases in retail inventory to support the net increase of 93 stores,
excluding Jarman Leased departments, in Fiscal 1999 and increases in men's
wholesale inventory to support growth in certain of the wholesale businesses.
Accounts receivable at January 29, 2000 decreased $0.7 million compared to
January 30, 1999 primarily due to exiting the Jarman Leased departments
business. Accounts receivable at January 30, 1999 increased $2.8 million
compared to January 31, 1998, primarily due to increased sales of men's branded
footwear.
26
27
Cash provided (or used) due to changes in accounts payable and accrued
liabilities are as follows:
Fiscal Year Ended
-----------------
2000 1999 1998
------- ------- --------
(in thousands)
Accounts payable ........................................... $ (348) $ (634) $ 11,209
Accrued liabilities ........................................ 4,385 (3,107) (2,456)
------- ------- --------
$ 4,037 $(3,741) $ 8,753
======= ======= ========
The fluctuations in accounts payable for Fiscal 2000 from Fiscal 1999 and for
Fiscal 1999 from Fiscal 1998 are due to changes in buying patterns, payment
terms negotiated with individual vendors and changes in inventory levels. The
change in accrued liabilities in Fiscal 2000 was due primarily to increased
bonus accruals and income tax accruals. The change in accrued liabilities in
Fiscal 1999 was due primarily to payments related to the Boot Divestiture and
changes in timing of interest payments.
There were no revolving credit borrowings during Fiscal 2000, 1999 and 1998, as
cash generated from operations and cash on hand funded seasonal working capital
requirements and capital expenditures.
Capital Expenditures
Capital expenditures were $22.3 million, $23.5 million and $24.7 million for
Fiscal 2000, 1999 and 1998, respectively. The $1.2 million decrease in Fiscal
2000 capital expenditures as compared to Fiscal 1999 resulted primarily from a
decrease of capital expenditures connected with new system initiatives related
to the year 2000 which more than offset the increase in retail store capital
expenditures due to the increase in new stores. The $1.2 million decrease in
Fiscal 1999 capital expenditures as compared to Fiscal 1998 resulted primarily
from a decrease in the number of major renovations in retail stores for Fiscal
1999 versus Fiscal 1998.
Total capital expenditures in Fiscal 2001 are expected to be approximately $29.8
million. These include expected retail expenditures of $24.5 million to open up
to approximately 100 Journeys stores, 13 Johnston & Murphy stores and factory
stores, 41 Jarman Retail stores which includes approximately 20 Underground
Station stores and three Stone & Co. stores and to complete 42 major store
renovations. Capital expenditures for wholesale and manufacturing operations and
other purposes are expected to be approximately $5.3 million, including
approximately $2.0 million for new systems to improve customer service and
support the Company's growth.
Year 2000
The Company completed its Year 2000 software program conversions and compliance
programs during the fourth quarter of Fiscal 2000. The total cost of upgrading
most of the Company's major operating systems, including the Year 2000 project
for Fiscal Years 1998 through 2000, was $19.1 million. Of the total project
cost, approximately $11.2 million is attributable to the purchase of new
software and hardware which has been capitalized. The remaining $7.9 million has
been expensed, including costs of $1.8 million for Fiscal 2000. Subsequent to
December 31, 1999, the Company has not experienced any material Year 2000
problems either internally or from outside sources. The Company has no reason to
believe that Year 2000 problems will materially affect it in the future.
However, since it may take several additional months before it is known whether
the Company or
27
28
third party suppliers, vendors or customers may have had Year 2000 problems, no
assurances can be given that the Company will not experience losses or
disruptions due to Year 2000 computer-related problems. The Company will
continue to monitor its operations for any Year 2000 problems.
Environmental and Other Contingencies
The Company is subject to certain loss contingencies related to environmental
proceedings and other legal matters, including those disclosed in Note 16 to the
Company's Consolidated Financial Statements. The Company has made provisions for
certain of these contingencies, including approximately $250,000 reflected in
Fiscal 1998, $402,000 reflected in Fiscal 1999 and $472,000 reflected in Fiscal
2000. The Company monitors these matters on an ongoing basis and at least
quarterly management reviews the Company's reserves and accruals in relation to
each of them, adjusting provisions as management deems necessary in view of
changes in available information. Changes in estimates of liability are reported
in the periods when they occur. Consequently, management believes that its
reserve in relation to each proceeding is a reasonable estimate of the probable
loss connected to the proceeding, or in cases in which no reasonable estimate is
possible, the minimum amount in the range of estimated losses, based upon its
analysis of the facts and circumstances as of the close of the most recent
fiscal quarter. Because of uncertainties and risks inherent in litigation
generally and in environmental proceedings in particular, however, there can be
no assurance that future developments will not require additional reserves to be
set aside, that some or all reserves may not be adequate or that the amounts of
any such additional reserves or any such inadequacy will not have a material
adverse effect upon the Company's financial condition or results of operations.
Future Capital Needs
The Company expects that cash on hand and cash provided by operations will be
sufficient to fund all of its capital expenditures through Fiscal 2001, although
the Company may borrow from time to time to support seasonal working capital
requirements. The approximately $3.1 million of costs associated with the prior
restructurings and discontinued operations that are expected to be incurred
during the next twelve months are also expected to be funded from cash on hand.
The Company has also authorized the additional repurchase, from time to time, of
up to 1.0 million shares of the Company's common stock. These purchases will be
funded from available cash. The Company repurchased 3.4 million shares at a cost
of $39.5 million during Fiscal 2000. The Company has repurchased a total of 5.8
million shares at a cost of $51.8 million from previous authorizations for
Fiscal 1999 and Fiscal 2000.
There were $9.8 million of letters of credit outstanding under the revolving
credit agreement at January 29, 2000, leaving availability under the revolving
credit agreement of $55.2 million.
The Company's revolving credit agreement restricts the payment of dividends and
other payments with respect to capital stock. At January 29, 2000, $30.1 million
was available for such payments. The aggregate of annual dividend requirements
on the Company's Subordinated Serial Preferred Stock, $2.30 Series 1, $4.75
Series 3 and $4.75 Series 4, and on its $1.50 Subordinated Cumulative Preferred
Stock is $300,000.
FINANCIAL MARKET RISK
The following discusses the Company's exposure to financial market risk related
to changes in interest rates and foreign currency exchange rates.
28
29
Outstanding Debt of the Company - The Company's outstanding long-term debt of
$103.5 million 5 1/2% convertible subordinated notes due April 2005 bears
interest at a fixed rate. Accordingly, there would be no immediate impact on the
Company's interest expense due to fluctuations in market interest rates. The
fair value of the Company's long-term debt was $77.8 million at January 29, 2000
based on a dealer quote.
Cash and Short-Term Investments - The Company's cash and short-term investment
balances are invested in financial instruments with original maturities of three
months or less. The Company does not have significant exposure to changing
interest rates on invested cash at January 29, 2000. As a result, the interest
rate market risk implicit in these investments at January 29, 2000, if any, is
low.
Foreign Currency Exchange Rate Risk - Most purchases by the Company from foreign
sources are denominated in U.S. dollars. To the extent that import transactions
are denominated in other currencies, it is the Company's practice to hedge its
risks through the purchase of forward foreign exchange contracts. The loss from
such transaction was $2.5 million at January 29, 2000. At January 29, 2000, the
Company had $30.1 million of foreign exchange contracts for Italian Lira and
Euro. As of January 29, 2000, a 10% adverse change in foreign currency exchange
rates from market rates would decrease the fair value of the contracts by
approximately $5.0 million.
Summary - Based on the Company's overall market interest rate and foreign
currency rate exposure at January 29, 2000, the Company believes that the
effect, if any, of reasonably possible near-term changes in interest rates or
fluctuations in foreign currency exchange rates on the Company's consolidated
financial position, result of operations or cash flows for Fiscal 2001 would not
be material.
The Company does not purchase or hold any derivative financial instruments for
trading purposes.
CHANGES IN ACCOUNTING PRINCIPLES
The American Institute of Certified Public Accountants (AICPA) issued Statement
of Position (SOP) No. 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use, in March 1998. The Company adopted the
new rules in Fiscal 2000 and capitalized approximately $0.6 million of software
development costs during the year.
In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities, effective for fiscal years beginning after
June 15, 1999. The Financial Accounting Standards Board issued SFAS No. 137 in
July 1999 to delay the effective date of SFAS No. 133 for one year, to fiscal
years beginning after June 15, 2000. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires an entity to recognize all derivatives as either assets or liabilities
in the consolidated balance sheet and to measure those instruments at fair
value. Under certain conditions, a derivative may be specifically designated as
a fair value hedge or a cash flow hedge. The accounting for changes in the fair
value of a derivative will depend on the intended use of the derivative and the
resulting designation. At this time, the impact of adopting the provisions of
this statement is not currently estimable and will depend on the financial
position of the Company and the nature and purpose of the derivative instruments
in use at that time.
29
30
INFLATION
The Company does not believe inflation has had a material impact on sales or
operating results during periods covered in this discussion.
ITEM 7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company incorporates by reference the information regarding market risk to
appear under the heading "Market Risk" in Management's Discussion and Analysis
of Financial Condition and Results of Operations.
30
31
ITEM 8, FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Report of Independent Accountants 32
Consolidated Balance Sheet, January 29, 2000 and January 30, 1999 33
Consolidated Earnings, each of the three fiscal years ended 2000, 1999 and 1998 34
Consolidated Cash Flows, each of the three fiscal years ended
2000, 1999 and 1998 35
Consolidated Shareholders' Equity, each of the three fiscal years ended
2000, 1999 and 1998 36
Notes to Consolidated Financial Statements 37
31
32
To the Board of Directors and
Shareholders of Genesco Inc.
Report of Independent Accountants
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14 on page 74, presents fairly, in all material respects,
the financial position of Genesco Inc. and its subsidiaries (the "Company") at
January 29, 2000 and January 30, 1999, and the results of their operations and
their cash flows for each of the three years in the period ended January 29,
2000 in conformity with accounting principles generally accepted in the United
States. In addition, in our opinion, the financial statement schedule listed in
the index appearing under Item 14 on page 74 presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
- -----------------------------
Nashville, Tennessee
February 22, 2000
32
33
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheet
In Thousands
AS OF FISCAL YEAR END
- -----------------------------------------------------------------------------------------------------------------
2000 1999
- -----------------------------------------------------------------------------------------------------------------
ASSETS
- -----------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
Cash and short-term investments $ 57,860 $ 58,743
Accounts receivable 23,617 26,258
Inventories 109,815 117,213
Deferred income taxes 14,826 19,327
Other current assets 8,881 6,719
- -----------------------------------------------------------------------------------------------------------------
Total current assets 214,999 228,260
- -----------------------------------------------------------------------------------------------------------------
Plant, equipment and capital leases 68,661 58,387
Deferred income taxes 4,184 10,370
Other noncurrent assets 13,321 10,181
- -----------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 301,165 $ 307,198
=================================================================================================================
- -----------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 74,874 $ 70,606
Provision for discontinued operations 2,118 1,876
- -----------------------------------------------------------------------------------------------------------------
Total current liabilities 76,992 72,482
- -----------------------------------------------------------------------------------------------------------------
Long-term debt 103,500 103,500
Other long-term liabilities 6,368 6,446
Provision for discontinued operations 6,063 8,191
- -----------------------------------------------------------------------------------------------------------------
Total liabilities 192,923 190,619
- -----------------------------------------------------------------------------------------------------------------
Contingent liabilities (see Note 16)
SHAREHOLDERS' EQUITY
Non-redeemable preferred stock 7,882 7,918
Common shareholders' equity:
Common stock, $1 par value:
Authorized: 80,000,000 shares
Issued: 2000 - 21,714,678; 1999 - 24,327,109 21,715 24,327
Additional paid-in capital 94,784 126,095
Retained earnings (accumulated deficit) 1,718 (23,904)
Accumulated other comprehensive income -0- -0-
Treasury shares, at cost (17,857) (17,857)
- -----------------------------------------------------------------------------------------------------------------
Total shareholders' equity 108,242 116,579
- -----------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 301,165 $ 307,198
=================================================================================================================
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
33
34
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Consolidated Earnings
In Thousands, except per share amounts
- -------------------------------------------------------------------------------------------------------------------------
FISCAL YEAR
------------------------------------------------
2000 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
Net sales $ 573,720 $ 549,748 $ 536,107
Cost of sales 316,628 305,366 312,534
Selling and administrative expenses 209,162 209,089 188,145
Restructuring and other charges, net -0- (2,403) 17,706
- -------------------------------------------------------------------------------------------------------------------------
Earnings from operations before interest 47,930 37,696 17,722
- -------------------------------------------------------------------------------------------------------------------------
Interest expense 8,152 9,250 10,174
Interest income (2,165) (2,639) (1,312)
- -------------------------------------------------------------------------------------------------------------------------
Total interest expense, net 5,987 6,611 8,862
- -------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes, discontinued operations
and extraordinary loss 41,943 31,085 8,860
Income taxes (benefit) 16,021 (23,838) 40
- -------------------------------------------------------------------------------------------------------------------------
Earnings before discontinued operations and
extraordinary loss 25,922 54,923 8,820
Excess provision discontinued operations, net -0- 450 -0-
- -------------------------------------------------------------------------------------------------------------------------
Earnings before extraordinary loss 25,922 55,373 8,820
Extraordinary loss from early retirement of debt, net -0- (2,245) (169)
- -------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 25,922 $ 53,128 $ 8,651
=========================================================================================================================
Basic earnings per common share:
Before discontinued operations and extraordinary loss $ 1.14 $ 2.15 $ .33
Discontinued operations $ .00 $ .02 $ .00
Extraordinary loss $ .00 $ (.10) $ .00
Net earnings $ 1.14 $ 2.07 $ .33
Diluted earnings per common share:
Before discontinued operations and extraordinary loss $ 1.05 $ 1.89 $ .32
Discontinued operations $ .00 $ .01 $ .00
Extraordinary loss $ .00 $ (.07) $ (.01)
Net earnings $ 1.05 $ 1.83 $ .31
=========================================================================================================================
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
34
35
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Consolidated Cash Flows
In Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
FISCAL YEAR
---------------------------------------------
2000 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
OPERATIONS:
Net earnings $ 25,922 $ 53,128 $ 8,651
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 10,514 9,691 8,893
Deferred income taxes 10,687 (28,762) (520)
Provision for losses on accounts receivable 434 447 969
Impairment of long-lived assets and other charges -0- -0- 831
Loss on retirement of debt -0- 3,651 169
Restructuring charge (gain) -0- (2,403) 16,875
Excess loss on discontinued operations -0- (731) -0-
Other 1,690 2,344 1,328
Effect on cash of changes in working capital and other assets and liabilities:
Accounts receivable 671 (2,814) 3,935
Inventories (282) (12,284) (22,487)
Other current assets (2,162) (913) (1,437)
Accounts payable and accrued liabilities 4,037 (3,741) 8,753
Other assets and liabilities (5,785) (10,082) 912
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 45,726 7,531 26,872
- -----------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Capital expenditures (22,312) (23,512) (24,725)
Proceeds from businesses divested and asset sales 10,069 14,115 193
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (12,243) (9,397) (24,532)
- -----------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Payments of long-term debt -0- (77,220) -0-
Payments on capital leases (2) (243) (1,206)
Stock repurchases (39,519) (12,232) -0-
Long-term borrowings -0- 103,500 -0-
Dividends paid (300) (1,502) -0-
Exercise of options and related income tax benefits 5,455 4,056 3,874
Deferred note expense -0- (3,970) -0-
Other -0- (1,056) 893
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (34,366) 11,333 3,561
- -----------------------------------------------------------------------------------------------------------------------------------
NET CASH FLOW (883) 9,467 5,901
Cash and short-term investments at
beginning of year 58,743 49,276 43,375
- -----------------------------------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS AT END OF YEAR $ 57,860 $ 58,743 $ 49,276
===================================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Net cash paid for:
Interest $ 7,520 $ 11,112 $ 9,594
Income taxes 2,605 23 375
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
35
36
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Consolidated Shareholders' Equity
In Thousands
- -------------------------------------------------------------------------------------------------------------------------------
ACCUMU-
TOTAL RETAINED LATED
NON- EARNINGS OTHER TOTAL
REDEEMABLE ADDITIONAL (ACCU- COMPRE- COMPRE- SHARE-
PREFERRED COMMON PAID-IN TREASURY MULATED HENSIVE HENSIVE HOLDERS'
STOCK STOCK CAPITAL STOCK DEFICIT) INCOME INCOME EQUITY
- -------------------------------------------------------------------------------------------------------------------------------
Balance February 1, 1997 $ 7,944 $25,195 $122,615 $ (17,857) $ (84,107) $ -0- $ 53,790
===============================================================================================================================
Net earnings -0- -0- -0- -0- 8,651 -0- 8,651 8,651
Exercise of options -0- 458 2,809 -0- -0- -0- -0- 3,267
Issue shares - Employee Stock Purchase Plan -0- 70 496 -0- -0- -0- -0- 566
Issue shares - litigation settlement -0- 525 6,175 -0- -0- -0- -0- 6,700
Tax effect of exercise of stock options -0- -0- 42 -0- -0- -0- -0- 42
Minimum pension liability adjustment -0- -0- -0- -0- -0- (1,150) (1,150) (1,150)
Other 1 16 81 -0- -0- -0- -0- 98
--------
Comprehensive Income $ 7,501
- -------------------------------------------------------------------------------------------------------------------------------
Balance January 31, 1998 $ 7,945 $26,264 $132,218 $ (17,857) $ (75,456) $(1,150) $ 71,964
===============================================================================================================================
Net earnings -0- -0- -0- -0- 53,128 -0- 53,128 53,128
Dividends paid -0- -0- -0- -0- (1,576) -0- -0- (1,576)
Exercise of options -0- 230 845 -0- -0- -0- -0- 1,075
Issue shares - restricted stock options -0- 67 533 -0- -0- -0- -0- 600
Issue shares - Employee Stock Purchase Plan -0- 107 387 -0- -0- -0- -0- 494
Tax effect of exercise of stock options -0- -0- 1,887 -0- -0- -0- -0- 1,887
Stock repurchases -0- (2,343) (9,889) -0- -0- -0- -0- (12,232)
Minimum pension liability adjustment -0- -0- -0- -0- -0- 1,150 1,150 1,150
Other (27) 2 114 -0- -0- -0- -0- 89
--------
Comprehensive Income $ 54,278
- -------------------------------------------------------------------------------------------------------------------------------
Balance January 30, 1999 $ 7,918 $24,327 $126,095 $ (17,857) $ (23,904) $ -0- $116,579
===============================================================================================================================
Net earnings -0- -0- -0- -0- 25,922 -0- 25,922 25,922
Dividends paid -0- -0- -0- -0- (300) -0- -0- (300)
Exercise of options -0- 693 2,796 -0- -0- -0- -0- 3,489
Issue shares - Employee Stock Purchase Plan -0- 122 417 -0- -0- -0- -0- 539
Tax effect of exercise of stock options -0- -0- 1,427 -0- -0- -0- -0- 1,427
Stock repurchases -0- (3,439) (36,080) -0- -0- -0- -0- (39,519)
Other (36) 12 129 -0- -0- -0- -0- 105
--------
Comprehensive Income $ 25,922
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE JANUARY 29, 2000 $ 7,882 $21,715 $ 94,784 $ (17,857) $ 1,718 $ -0- $108,242
===============================================================================================================================
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
36
37
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The Company's businesses include the manufacture or sourcing, marketing and
distribution of footwear principally under the Johnston & Murphy, Dockers and
Nautica brands, the tanning and distribution of leather by the Volunteer Leather
division and the operation at January 29, 2000 of 679 Jarman, Journeys, Johnston
& Murphy, Underground Station, Stone & Co. and Nautica retail footwear stores
and leased departments. Because of the acquisition of Mercantile by Dillards
Inc., the Company ended its operation of the Jarman Leased departments in Fiscal
2000. The Company had 78 Jarman Leased departments at January 30, 1999. The
Company transferred the remaining Jarman Leased departments to Dillards Inc. and
Saks Inc. during the first quarter ended May 1, 1999. The Jarman Leased
departments business contributed sales of approximately $1.2 million, $47.4
million and $52.3 million and operating earnings (loss) of $(0.3) million, $2.1
million and $4.1 million in Fiscal 2000, 1999 and 1998, respectively.
BASIS OF PRESENTATION
All subsidiaries are included in the consolidated financial statements. All
significant intercompany transactions and accounts have been eliminated.
The preparation of financial statements in conformity with 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.
FISCAL YEAR
The Company's fiscal year ends on the Saturday closest to January 31. As a
result, Fiscal 2000, 1999 and 1998 were 52-week years and had 364 days. Fiscal
Year 2000 ended on January 29, 2000, while Fiscal Years 1999 and 1998, ended on
January 30, 1999 and January 31, 1998, respectively.
FINANCIAL STATEMENT RECLASSIFICATIONS
Certain reclassifications have been made to conform prior years' data to the
current presentation.
CASH AND SHORT-TERM INVESTMENTS
Included in cash and short-term investments at January 29, 2000 and January 30,
1999, are short-term investments of $47.1 million and $53.5 million,
respectively. Short-term investments are highly-liquid debt instruments having
an original maturity of three months or less.
37
38
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
INVENTORIES
Inventories of wholesaling and manufacturing companies are stated at the lower
of cost or market, with cost determined principally by the first-in, first-out
method. Retail inventories are determined by the retail method.
PLANT, EQUIPMENT AND CAPITAL LEASES
Plant, equipment and capital leases 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
estimated useful lives:
Buildings and building equipment 20-45 years
Machinery, furniture and fixtures 3-15 years
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.
IMPAIRMENT OF LONG-TERM ASSETS
The Company periodically assesses the realizability of its long-lived assets and
evaluates such assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Asset
impairment is determined to exist if estimated future cash flows, undiscounted
and without interest charges, are less than carrying amount.
HEDGING CONTRACTS
In order to reduce exposure to foreign currency exchange rate fluctuations in
connection with inventory purchase commitments, the Company enters into foreign
currency forward exchange contracts for Italian Lira and Euro. At January 29,
2000 and January 30, 1999, the Company had approximately $30.1 million and $21.2
million, respectively, of such contracts outstanding. Forward exchange contracts
have an average term of approximately four months. The loss from these contracts
for Fiscal 2000 was $2.5 million and the gain from these contracts for Fiscal
1999 was $0.2 million. The Company monitors the credit quality of the major
national and regional financial institutions with whom it enters into such
contracts.
38
39
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Company's financial instruments at
January 29, 2000 and January 30, 1999 are:
FAIR VALUES
- ------------------------------------------------------------------------------------------------------------------
IN THOUSANDS 2000 1999
- ------------------------------------------------------------------------------------------------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
LIABILITIES
Long-term Debt $ 103,500 $ 77,801 $ 103,500 $ 72,900
Carrying amounts reported on the balance sheet for cash, short-term investments,
receivables and accounts payable approximate fair value due to the short-term
maturity of these instruments.
The fair value of the Company's long-term debt was based on dealer prices on the
respective balance sheet dates.
POSTRETIREMENT BENEFITS
Substantially all full-time employees are covered by a defined benefit pension
plan. 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.
The Company implemented Statement of Financial Accounting Standards (SFAS) 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits" in the
fourth quarter of Fiscal 1999. This statement standardizes the disclosure
requirements for pensions and other postretirement benefits to the extent
practicable, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer as useful. The
Company has restated all prior period information (see Note 13).
REVENUE RECOGNITION
Retail sales are recorded net of actual returns, and exclude all taxes, while
wholesale revenue is recorded net of estimated returns when the related goods
have been shipped and legal title has passed to the customer.
PREOPENING COSTS
Costs associated with the opening of new stores are expensed as incurred.
39
40
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
ADVERTISING COSTS
Advertising costs are predominantly expensed as incurred. Advertising costs were
$19.1 million, $19.4 million and $14.4 million for Fiscal 2000, 1999 and 1998,
respectively.
ENVIRONMENTAL COSTS
Environmental expenditures relating to current operations are expensed or
capitalized as appropriate. Expenditures relating to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probable and the costs can be reasonably
estimated and are evaluated independently of any future claims for recovery.
Generally, the timing of these accruals coincides with completion of a
feasibility study or the Company's commitment to a formal plan of action. Costs
of future expenditures for environmental remediation obligations are not
discounted to their present value.
INCOME TAXES
Deferred income taxes are provided for all temporary differences and operating
loss and tax credit carryforwards limited, in the case of deferred tax assets,
to the amount the Company believes is more likely than not to be realized in the
foreseeable future.
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 14).
COMPREHENSIVE INCOME
The Company implemented Statement of Financial Accounting Standards (SFAS) 130,
"Reporting Comprehensive Income" in the first quarter of Fiscal 1999. This
statement establishes standards for reporting and display of comprehensive
income. SFAS 130 requires, among other things, the Company's minimum pension
liability adjustment to be included in other comprehensive income. The adoption
of this statement had no impact on the Company's net income or shareholders'
equity for Fiscal years 2000, 1999 or 1998.
BUSINESS SEGMENTS
The Company implemented Statement of Financial Accounting Standards (SFAS) 131,
"Disclosures about Segments of an Enterprise and Related Information" in the
fourth quarter of Fiscal 1999. The standard requires that companies disclose
"operating segments" based on the way management disaggregates the company for
making internal operating decisions. (see Note 17).
40
41
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 2
RESTRUCTURINGS
Workforce Reduction
In connection with the Boot Divestiture discussed below and the closing of the
Jarman Leased departments, the Company reviewed the structure and level of
staffing in all of its operations during the third and fourth quarters of Fiscal
1999. Upon completion of the review, the Company recorded a $1.3 million charge
to earnings, included in selling and administrative expenses, during the fourth
quarter of Fiscal 1999 for a workforce reduction of 66 positions, of which
substantially all were eliminated by January 29, 2000. Twenty-six of the
positions eliminated related to the Jarman Leased departments business, with the
remainder being primarily employed at corporate headquarters.
Fiscal 1998 Restructuring
As a result of the continued weakness in the western boot market, the Company
approved a plan in the fourth quarter of Fiscal 1998 to exit the western boot
business (the "Boot Divestiture"). In connection with the Boot Divestiture, the
Company recorded a charge to earnings of $17.3 million in the fourth quarter of
Fiscal 1998, including $11.3 million in asset writedowns. The carrying value of
the assets held for sale was reduced to fair value based on estimated selling
values less estimated costs to sell. The charges related to the Boot Divestiture
also included $3.2 million in employee-related costs and $2.8 million of
facility shutdown and other costs. On June 12, 1998, the Company and Texas Boot,
Inc. entered into an agreement providing for the purchase by Texas Boot, Inc. of
most of the assets related to the western boot business, including the Company's
26 store Boot Factory retail chain, which the Company had not planned to include
in the Boot Divestiture. The Company completed the divestiture on July 14, 1998.
Net sales of the Company's western boot business were $16.6 million and $59.3
million for Fiscal 1999 and 1998, respectively, and the operating loss was $1.3
million and $2.6 million for Fiscal 1999 and 1998, respectively.
Net earnings for the second quarter ended August 1, 1998 reflect a restructuring
gain of $2.4 million, primarily from the Boot Divestiture. The gain represents
savings of expected employee-related costs and facility shutdown costs because
the buyer continued to operate a manufacturing facility that the Company would
have closed and retained certain employees whose positions the Company would
have eliminated. The Company's actions relating to the Boot Divestiture directly
resulted in the elimination of 622 jobs, including all positions related to the
western boot business and the Boot Factory retail chain.
In addition to the charge related to the Boot Divestiture, the Company took a
charge of $0.6 million during the fourth quarter of Fiscal 1998 to consolidate
staff in one operating division as well as to account for the costs of
eliminating a production process at its remaining footwear plant.
41
42
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 2
RESTRUCTURINGS, CONTINUED
During the second quarter of Fiscal 1998, the Company recorded a restructuring
gain of $1.1 million and losses from an asset impairment and other charges of
$0.8 million, resulting in a net gain of $0.3 million reported in the income
statement. The restructuring gain relates to both the Manufacturing
Restructuring discussed below and a restructuring plan adopted in the third
quarter of Fiscal 1995 (the "1995 Restructuring"). It arose primarily from the
sale of one facility and cancellation of leases on two facilities (including one
facility included in the 1995 Restructuring) more quickly and on more favorable
terms than contemplated when the reserves were established. The asset impairment
and other charges during the second quarter of Fiscal 1998 arose from the
decrease in production in one of the Company's western boot plants as a result
of continued weakness in the western boot market. The asset impairment and other
charges related to excess equipment, including $0.1 million of equipment covered
by operating leases.
42
43
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 3
ACCOUNTS RECEIVABLE
- -----------------------------------------------------------------------------------------------------------------
IN THOUSANDS 2000 1999
- -----------------------------------------------------------------------------------------------------------------
Trade accounts receivable $ 25,125 $ 23,106
Miscellaneous receivables 1,679 5,430
- -----------------------------------------------------------------------------------------------------------------
Total receivables 26,804 28,536
Allowance for bad debts (926) (1,075)
Other allowances (2,261) (1,203)
- -----------------------------------------------------------------------------------------------------------------
NET ACCOUNTS RECEIVABLE $ 23,617 $ 26,258
=================================================================================================================
The Company's footwear wholesaling business sells primarily to independent
retailers and department stores across the United States. Receivables arising
from these sales are not collateralized. Credit risk is affected by conditions
or occurrences within the economy and the retail industry. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other information.
One customer accounted for more than 12% of the Company's trade receivables
balance as of January 29, 2000 and no other customer accounted for more than 10%
of the Company's trade receivables balance as of January 29, 2000.
NOTE 4
INVENTORIES
- -----------------------------------------------------------------------------------------------------------------
IN THOUSANDS 2000 1999
- -----------------------------------------------------------------------------------------------------------------
Raw materials $ 3,098 $ 2,969
Work in process 2,146 2,077
Finished goods 31,513 33,949
Retail merchandise 73,058 78,218
- -----------------------------------------------------------------------------------------------------------------
TOTAL INVENTORIES $ 109,815 $ 117,213
=================================================================================================================
43
44
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 5
PLANT, EQUIPMENT AND CAPITAL LEASES, NET
- -----------------------------------------------------------------------------------------------------------------
IN THOUSANDS 2000 1999
- -----------------------------------------------------------------------------------------------------------------
Plant and equipment:
Land $ 302 $ 263
Buildings and building equipment 2,726 2,729
Machinery, furniture and fixtures 50,345 39,587
Construction in progress 7,116 8,819
Improvements to leased property 58,962 56,790
Capital leases:
Buildings 305 200
Machinery, furniture and fixtures -0- 4,026
- -----------------------------------------------------------------------------------------------------------------
Plant, equipment and capital leases, at cost 119,756 112,414
Accumulated depreciation and amortization:
Plant and equipment (50,794) (49,993)
Capital leases (301) (4,034)
- -----------------------------------------------------------------------------------------------------------------
NET PLANT, EQUIPMENT AND CAPITAL LEASES $ 68,661 $ 58,387
=================================================================================================================
44
45
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 6
OTHER NONCURRENT ASSETS
- -------------------------------------------------------------------------------------------------------------------------
IN THOUSANDS 2000 1999
- -------------------------------------------------------------------------------------------------------------------------
Other noncurrent assets:
Prepaid pension cost $ 8,554 $ 4,728
Investments and long-term receivables 1,761 1,841
Deferred note expense 3,006 3,612
- -------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER NONCURRENT ASSETS $ 13,321 $ 10,181
=========================================================================================================================
NOTE 7
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
- -------------------------------------------------------------------------------------------------------------------------
IN THOUSANDS 2000 1999
- -------------------------------------------------------------------------------------------------------------------------
Trade accounts payable $ 32,957 $ 33,305
Accrued liabilities:
Employee compensation 14,222 12,218
Taxes other than income taxes 5,635 4,665
Rent 4,476 3,574
Income taxes 3,621 2,325
Interest 1,832 1,778
Insurance 1,756 2,121
Other 10,375 10,620
- -------------------------------------------------------------------------------------------------------------------------
TOTAL ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 74,874 $ 70,606
=========================================================================================================================
At January 29, 2000 and January 30, 1999, outstanding checks drawn on certain
domestic banks exceeded book cash balances by approximately $7.8 million and
$7.2 million, respectively. These amounts are included in trade accounts
payable.
45
46
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 8
PROVISION FOR DISCONTINUED OPERATIONS AND RESTRUCTURING RESERVES
PROVISION FOR DISCONTINUED OPERATIONS
EMPLOYEE
RELATED
IN THOUSANDS COSTS* OTHER TOTAL
- -------------------------------------------------------------------------------------------------------------------------
Balance January 30, 1999 $ 9,693 $ 374 $ 10,067
Charges and adjustments, net (1,512) (374) (1,886)
- -------------------------------------------------------------------------------------------------------------------------
Balance January 29, 2000 8,181 -0- 8,181
Current portion 2,118 -0- 2,118
- -------------------------------------------------------------------------------------------------------------------------
TOTAL NONCURRENT PROVISION FOR
DISCONTINUED OPERATIONS $ 6,063 $ -0- $ 6,063
=========================================================================================================================
*Union pension withdrawal liability.
RESTRUCTURING RESERVES
- -------------------------------------------------------------------------------------------------------------------------
EMPLOYEE FACILITY
RELATED SHUTDOWN
IN THOUSANDS COSTS COSTS OTHER TOTAL
- -------------------------------------------------------------------------------------------------------------------------
Balance January 30, 1999 $ 268 $ 955 $ 985 $ 2,208
Charges and adjustments, net (204) (519) (458) (1,181)
- -------------------------------------------------------------------------------------------------------------------------
Balance January 29, 2000 64 436 527 1,027
Current portion (included in accounts
payable and accrued liabilities) 64 352 527 943
- -------------------------------------------------------------------------------------------------------------------------
TOTAL NONCURRENT RESTRUCTURING RESERVES
(INCLUDED IN OTHER LONG-TERM LIABILITIES) $ -0- $ 84 $ -0- $ 84
=========================================================================================================================
46
47
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 9
LONG-TERM DEBT
- -------------------------------------------------------------------------------------------------------------------
IN THOUSANDS 2000 1999
- -------------------------------------------------------------------------------------------------------------------
5 1/2% convertible subordinated notes due April 2005 $ 103,500 $ 103,500
- -------------------------------------------------------------------------------------------------------------------
Total long-term debt 103,500 103,500
Current portion -0- -0-
- -------------------------------------------------------------------------------------------------------------------
TOTAL NONCURRENT PORTION OF LONG-TERM DEBT $ 103,500 $ 103,500
===================================================================================================================
REVOLVING CREDIT AGREEMENT:
On September 24, 1997, the Company entered into a revolving credit agreement
with three banks providing for loans or letters of credit of up to $65 million
which, as amended, expires September 24, 2002. This agreement replaced a $35
million revolving credit agreement providing for loans or letters of credit. The
replacement of the $35 million revolving credit agreement resulted in an
extraordinary loss of $169,000, recognized in the third quarter of Fiscal 1998.
Outstanding letters of credit at January 29, 2000 were $9.8 million; no loans
were outstanding at that date.
Under the revolving credit agreement, the Company may borrow at the prime rate
or LIBOR plus 1.25% which may be changed if the Company's pricing ratio (as
defined in the credit agreement) changes. Facility fees are 0.375% per annum on
$65.0 million and also varies based on the pricing ratio. The revolving credit
agreement requires the Company to meet certain financial ratios and covenants,
including minimum tangible net worth, fixed charge coverage and debt to equity
ratios. The Company is required by the credit agreement to reduce the
outstanding principal balance of the revolving loans to zero for 30 consecutive
days during each period beginning on December 15 of any fiscal year and ending
on April 15 of the following fiscal year. The revolving credit agreement, as
amended, contains other covenants which restrict the payment of dividends and
other payments with respect to capital stock. In addition, annual capital
expenditures are limited to $30.0 million for Fiscal 1998 and thereafter,
subject to possible carryforwards from the previous year of up to $3.0 million
if less is spent in the current year. The Company was in compliance with the
financial covenants contained in the revolving credit agreement at January 29,
2000.
10 3/8% SENIOR NOTES DUE 2003:
On February 1, 1993, the Company issued $75 million of 10 3/8% senior notes due
February 1, 2003. These notes were redeemed on May 8, 1998, resulting in a $3.7
million extraordinary loss ($2.2 million net of tax) for early retirement of
debt recognized in the second quarter of Fiscal 1999.
47
48
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 9
LONG-TERM DEBT, CONTINUED
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2005:
On April 9, 1998, the Company issued $103.5 million of 5 1/2% convertible
subordinated notes due April 15, 2005. The notes are convertible into 47.5172
shares of common stock per $1,000 principal amount of Notes (equivalent to a
conversion price of $21.045 per share of common stock), subject to adjustment.
During the second quarter of Fiscal 1999 the Company used: 1) $79.9 million of
the proceeds to repay all of the Company's 10 3/8% senior notes including
interest and expenses incurred in connection therewith, resulting in an
extraordinary loss of $3.7 million ($2.2 million net of tax), 2) $1.3 million of
the proceeds to pay preferred dividends in arrears because of certain covenants
in the indenture relating to the senior notes, and 3) the remaining proceeds for
general corporate purposes.
The indenture pursuant to which the convertible subordinated notes were issued
does not restrict the incurrence of Senior Debt by the Company or other
indebtedness or liabilities by the Company or any of its subsidiaries.
48
49
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 10
COMMITMENTS UNDER LONG-TERM LEASES
OPERATING LEASES
Rental expense under operating leases of continuing operations was:
IN THOUSANDS 2000 1999 1998
- ----------------------------------------------------------------
Minimum rentals $ 34,814 $ 30,121 $ 23,398
Contingent rentals 3,517 10,598 11,611
Sublease rentals (1,039) (993) (1,039)
- ----------------------------------------------------------------
TOTAL RENTAL EXPENSE $ 37,292 $ 39,726 $ 33,970
================================================================
Minimum rental commitments payable in future years are:
FISCAL YEARS IN THOUSANDS
- ----------------------------------------------------------------
2001 $ 37,084
2002 35,752
2003 33,796
2004 31,205
2005 30,397
Later years 107,297
- ----------------------------------------------------------------
TOTAL MINIMUM RENTAL COMMITMENTS $275,531
================================================================
Most leases provide for the Company to pay real estate taxes and other expenses
and contingent rentals based on sales. Approximately 6% of the Company's leases
contain renewal options.
49
50
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 11
SHAREHOLDERS' EQUITY
NON-REDEEMABLE PREFERRED STOCK
NUMBER OF SHARES AMOUNTS IN THOUSANDS COMMON
SHARES ---------------- -------------------- CONVERTIBLE NO. OF
CLASS (IN ORDER OF PREFERENCE) AUTHORIZED 2000 1999 1998 2000 1999 1998 RATIO VOTES
- -------------------------------------------------------------------------------------------------------------------------------
Subordinated Serial Preferred (Cumulative)
$2.30 Series 1 64,368 37,116 37,128 37,128 $1,484 $1,485 $1,485 .83 1
$4.75 Series 3 40,449 19,369 19,369 19,369 1,937 1,937 1,937 2.11 2
$4.75 Series 4 53,764 16,412 16,412 16,412 1,641 1,641 1,641 1.52 1
Series 6 400,000 -0- -0- -0- -0- -0- -0- 100
$1.50 Subordinated Cumulative Preferred 5,000,000 30,017 30,017 30,017 901 901 901
- ------------------------------------------------------------------------------------------------------------------------------
102,914 102,926 102,926 5,963 5,964 5,964
Employees' Subordinated
Convertible Preferred 5,000,000 72,066 73,696 80,313 2,162 2,211 2,409 1.00* 1
- ------------------------------------------------------------------------------------------------------------------------------
Stated Value of Issued Shares 8,125 8,175 8,373
Employees' Preferred Stock Purchase Accounts (243) (257) (428)
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-REDEEMABLE PREFERRED STOCK $7,882 $7,918 $7,945
==============================================================================================================================
* Also convertible into one share of $1.50 Subordinated Cumulative Preferred
Stock.
PREFERRED STOCK TRANSACTIONS
IN THOUSANDS EMPLOYEES'
NON-REDEEMABLE PREFERRED TOTAL
NON-REDEEMABLE EMPLOYEES' STOCK NON-REDEEMABLE
PREFERRED PREFERRED PURCHASE PREFERRED
STOCK STOCK ACCOUNTS STOCK
- ----------------------------------------------------------------------------------------------
Balance February 1, 1997 $ 5,974 $ 2,409 $(439) $ 7,944
- ----------------------------------------------------------------------------------------------
Other (10) -0- 11 1
- ----------------------------------------------------------------------------------------------
Balance January 31, 1998 5,964 2,409 (428) 7,945
- ----------------------------------------------------------------------------------------------
Other -0- (198) 171 (27)
- ----------------------------------------------------------------------------------------------
Balance January 30, 1999 5,964 2,211 (257) 7,918
- ----------------------------------------------------------------------------------------------
Other (1) (49) 14 (36)
- ----------------------------------------------------------------------------------------------
BALANCE JANUARY 29, 2000 $ 5,963 $ 2,162 $(243) $ 7,882
==============================================================================================
SUBORDINATED SERIAL PREFERRED STOCK (CUMULATIVE):
Stated and redemption values for Series 1 are $40 per share and for Series 3
and 4 are each $100 per share; liquidation value for Series 1--$40 per share
plus accumulated dividends and for Series 3 and 4--$100 per share plus
accumulated dividends.
50
51
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 11
SHAREHOLDERS' EQUITY, CONTINUED
The Company's shareholders' rights plan grants to common shareholders the right
to purchase, at a specified exercise price, a fraction of a share of
subordinated serial preferred stock, Series 6, in the event of an acquisition
of, or an announced tender offer for, 10% or more of the Company's outstanding
common stock. Upon any such event, each right also entitles the holder (other
than the person making such acquisition or tender offer) to purchase, at the
exercise price, shares of common stock having a market value of twice the
exercise price. In the event the Company is acquired in a transaction in which
the Company is not the surviving corporation, each right would entitle its
holder to purchase, at the exercise price, shares of the acquiring company
having a market value of twice the exercise price. The rights expire in
September 2000, are redeemable under certain circumstances for $.01 per right
and are subject to exchange for one share of common stock or an equivalent
amount of preferred stock at any time after the event which makes the rights
exercisable and before a majority of the Company's common stock is acquired.
$1.50 SUBORDINATED CUMULATIVE PREFERRED STOCK:
Stated and liquidation values and redemption price--$30 per share.
EMPLOYEES' SUBORDINATED CONVERTIBLE PREFERRED STOCK:
Stated and liquidation values--$30 per share.
COMMON STOCK:
Common stock-$1 par value. Authorized: 80,000,000 shares; issued: January 29,
2000--21,714,678 shares; January 30, 1999--24,327,109 shares. There were
488,464 shares held in treasury at January 29, 2000 and January 30, 1999 not
considering the shares repurchased in Fiscal 2000 and 1999. Each outstanding
share is entitled to one vote. At January 29, 2000, common shares were reserved
as follows: 168,637 shares for conversion of preferred stock; 547,263 shares
for the 1987 Stock Option Plan; 2,039,690 shares for the 1996 Stock Option
Plan; 97,639 shares for the Restricted Stock Plan for Directors; and 457,699
shares for the Genesco Employee Stock Purchase Plan.
For the year ended January 29, 2000, 815,084 shares of common stock were issued
for the exercise of stock options and 11,785 shares were issued as part of the
Directors Restricted Stock Plan. In addition, the Company repurchased 3,439,300
shares of common stock. An additional 1,017,900 shares may be repurchased under
stock buy back programs announced in August 1998, January 1999 and February
2000.
For the year ended January 30, 1999, 403,343 shares of common stock were issued
for the exercise of stock options and 2,457 shares were issued as part of the
Directors Restricted Stock Plan. In addition, the Company repurchased 2,342,800
shares of common stock.
For the year ended January 31, 1998, 527,906 shares of common stock were issued
for the exercise of stock options and 16,204 shares were issued as part of the
Directors Restricted Stock Plan. In addition, 525,495 shares were issued in
connection with a $6.7 million litigation settlement reflected in the Fiscal
1997 income statement.
51
52
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 11
SHAREHOLDERS' 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 revolving credit agreement restricts the payment of dividends and
other payments with respect to capital stock. At January 29, 2000, $30.1
million was available for such payments.
The April 9, 1998 indenture, under which the Company's 5 1/2% convertible
subordinated notes due 2005 were issued, does not restrict the payment of
dividends.
Dividends declared for Fiscal 2000 for the Company's Subordinated Serial
Preferred Stock, $2.30 Series 1, $4.75 Series 3 and $4.75 Series 4, and the
Company's $1.50 Subordinated Cumulative Preferred Stock were $300,000.
52
53
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 11
SHAREHOLDERS' EQUITY, CONTINUED
CHANGES IN THE SHARES OF THE COMPANY'S CAPITAL STOCK
NON-
REDEEMABLE EMPLOYEES'
COMMON PREFERRED PREFERRED
STOCK STOCK STOCK
- ---------------------------------------------------------------------------------------------------------------------------
Issued at February 1, 1997 25,194,504 103,021 80,313
Exercise of options 457,848 -0- -0-
Issue shares - Employee Stock Purchase Plan 70,058 -0- -0-
Issue shares - Litigation Settlement 525,495 -0- -0-
Other 16,204 (95) -0-
- ---------------------------------------------------------------------------------------------------------------------------
Issued at January 31, 1998 26,264,109 102,926 80,313
Exercise of options 296,543 -0- -0-
Issue shares - Employee Stock Purchase Plan 106,800 -0- -0-
Stock Repurchase (2,342,800) -0- -0-
Other 2,457 -0- (6,617)
- ---------------------------------------------------------------------------------------------------------------------------
Issued at January 30, 1999 24,327,109 102,926 73,696
Exercise of options 692,722 -0- -0-
Issue shares - Employee Stock Purchase Plan 122,362 -0- -0-
Stock Repurchase (3,439,300) -0- -0-
Other 11,785 (12) (1,630)
- ---------------------------------------------------------------------------------------------------------------------------
Issued at January 29, 2000 21,714,678 102,914 72,066
Less treasury shares 488,464 -0- -0-
- ---------------------------------------------------------------------------------------------------------------------------
OUTSTANDING AT JANUARY 29, 2000 21,226,214 102,914 72,066
===========================================================================================================================
53
54
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 12
INCOME TAXES
Income tax expense (benefit) from continuing operations is comprised of the
following:
IN THOUSANDS 2000 1999 1998
- ---------------------------------------------------------------------------------------------------------------
Current
U.S. federal $ 3,534 $ 1,789 $ 505
Foreign 615 76 55
State 638 47 -0-
Deferred
U.S. federal 10,224 (22,335) (505)
Foreign 77 (237) (15)
State 933 (3,178) -0-
- ---------------------------------------------------------------------------------------------------------------
TOTAL INCOME TAX EXPENSE (BENEFIT) $ 16,021 $ (23,838) $ 40
===============================================================================================================
Deferred tax assets and liabilities are comprised of the following:
JANUARY 29, January 30,
IN THOUSANDS 2000 1999
- ---------------------------------------------------------------------------------------------------------------
Pensions $ (3,681) $ (1,896)
- ---------------------------------------------------------------------------------------------------------------
Gross deferred tax liabilities (3,681) (1,896)
- ---------------------------------------------------------------------------------------------------------------
Net operating loss carryforwards -0- 7,715
Net capital loss carryforwards 7,726 7,826
Provisions for discontinued operations
and restructurings 4,202 5,073
Inventory valuation 2,068 2,090
Expense accruals 5,885 5,116
Allowances for bad debts and notes 907 703
Uniform capitalization costs 2,374 2,131
Depreciation 3,142 4,355
Other 2,095 2,106
Tax credit carryforwards 2,377 2,743
- ---------------------------------------------------------------------------------------------------------------
Gross deferred tax assets 30,776 39,858
- ---------------------------------------------------------------------------------------------------------------
Deferred tax asset valuation allowance (8,085) (8,265)
- ---------------------------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSETS $ 19,010 $29,697
===============================================================================================================
54
55
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 12
INCOME TAXES, CONTINUED
The Company has capital loss carryforwards available to offset future U.S.
capital gains of approximately $20 million expiring in 2001.
The Company establishes valuation allowances in accordance with the provisions
of FASB Statement No. 109, "Accounting for Income Taxes." The Company
continually reviews the adequacy of the valuation allowance and is recognizing
these benefits only as the Company believes that it is more likely than not
that the benefits will be realized.
The Company previously limited the recognition of deferred tax assets to an
amount no greater than the amount of tax refunds the Company could claim as
loss carrybacks. In the fourth quarter of Fiscal 1999, due to increased levels
of profitability, future income projections and the substantial removal of
uncertainties surrounding the Company's divestitures, the valuation allowance
was reduced by a net $40.0 million resulting in a net tax benefit of $23.8
million. The Company's remaining valuation allowance relates primarily to net
capital loss carryforwards which can only be used to offset capital gains.
Reconciliation of the United States federal statutory rate to the Company's
effective tax rate is as follows:
2000 1999 1998
- -----------------------------------------------------------------------------------
U. S. federal statutory rate of tax 35.00% 34.00% 34.00%
State taxes (net of federal tax benefit) 3.97 4.50 4.50
Release of deferred tax valuation allowance (.43) (115.38) (38.50)
Other (.34) .19 -0-
- -----------------------------------------------------------------------------------
EFFECTIVE TAX RATE 38.20% (76.69)% -0-
===================================================================================
55
56
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 13
RETIREMENT AND OTHER BENEFIT PLANS
The Company sponsors a non-contributory, defined benefit pension plan.
Effective January 1, 1996, the Company amended the plan to change the pension
benefit formula to a cash balance formula from the 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 their cash balance account under the new formula.
Under the amended plan, 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 will be 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 is
inactive will be credited with interest at the lesser of 7% or the 30 year
Treasury interest rate.
The Company provides health care benefits for early retirees and life insurance
benefits for certain retirees not covered by collective bargaining agreements.
Under the health care plan, early retirees are eligible for limited benefits
until age 65. Employees who meet certain requirements are eligible for life
insurance benefits upon retirement. The Company accrues such benefits during
the period in which the employee renders service.
56
57
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 13
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED
ASSETS AND OBLIGATIONS
The following table sets forth the change in benefit obligation for the
respective fiscal year:
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
IN THOUSANDS 2000 1999 2000 1999
- -------------------------------------------------------------------------------------------------------------------
Benefit obligation at beginning of year $ 98,263 $97,530 $ 2,775 $2,653
Service cost 1,893 1,575 71 84
Interest cost 6,509 6,460 122 180
Plan participants' contributions -0- -0- 126 116
Benefits paid (7,574) (8,088) (375) (304)
Actuarial (gain) or loss (11,218) 786 (888) 46
- -------------------------------------------------------------------------------------------------------------------
BENEFIT OBLIGATION AT END OF YEAR $ 87,873 $98,263 $ 1,831 $2,775
===================================================================================================================
The following table sets forth the change in plan assets for the respective
fiscal year:
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
IN THOUSANDS 2000 1999 2000 1999
- ------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at beginning of year $ 92,190 $84,848 $ -0- $ -0-
Actual return on plan assets 10,158 7,209 -0- -0-
Employer contributions 5,504 8,221 249 188
Plan participants' contributions -0- -0- 126 116
Benefits paid (7,574) (8,088) (375) (304)
- ------------------------------------------------------------------------------------------------------------------
FAIR VALUE OF PLAN ASSETS AT END OF YEAR $100,278 $92,190 $ -0- $ -0-
==================================================================================================================
At January 29, 2000 and January 30, 1999, there were no Company related assets
in the plan. The pension plan assets are invested primarily in common stocks,
mutual funds, domestic bond funds and cash equivalent securities.
57
58
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 13
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED
The following table sets forth the funded status of the plans for the
respective fiscal year:
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
IN THOUSANDS 2000 1999 2000 1999
- ---------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation $(84,257) $(92,166) $ (1,831) $(2,775)
Future pay increases (3,616) (6,097) -0- -0-
- ---------------------------------------------------------------------------------------------------------------------
Projected benefit obligation (87,873) (98,263) (1,831) (2,775)
Assets 100,278 92,190 -0- -0-
- ---------------------------------------------------------------------------------------------------------------------
Over (under) funded projected benefit obligation 12,405 (6,073) (1,831) (2,775)
Transition obligation 1,649 2,474 -0- -0-
Prior service cost (1,072) (1,195) -0- -0-
Cumulative net (gains)/losses (4,428) 9,522 (288) 628
- ---------------------------------------------------------------------------------------------------------------------
(ACCRUED BENEFIT LIABILITY)/PREPAID BENEFIT COST $ 8,554 $ 4,728 $ (2,119) $(2,147)
=====================================================================================================================
The amounts recognized in the balance sheet consist of:
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
IN THOUSANDS 2000 1999 2000 1999
- ---------------------------------------------------------------------------------------------------------------------
Prepaid benefit cost $ 8,554 $ 4,728 $ -0- $ -0-
Accrued benefit liability -0- -0- (2,119) (2,147)
Intangible asset -0- -0- -0- -0-
Accumulated other comprehensive income -0- -0- -0- -0-
- ---------------------------------------------------------------------------------------------------------------------
NET AMOUNT RECOGNIZED ON BALANCE SHEET $ 8,554 $ 4,728 $ (2,119) $ (2,147)
=====================================================================================================================
ASSUMPTIONS
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
2000 1999 2000 1999
- --------------------------------------------------------------------------------------------------------------------
Discount rate 8.00% 6.75% 8.00% 6.75%
Expected return on plan assets 9.50% 9.50% -- --
Rate of compensation increase 5.00% 5.00% -- --
The weighted average discount rate used to measure the benefit obligation for
the pension plan increased from 6.75% to 8.00% from Fiscal 1999 to Fiscal 2000.
The increase in the rate decreased the accumulated benefit obligation by $11.3
million and decreased the projected benefit obligation by $12.4 million. The
weighted average discount rate used to measure the benefit obligation for the
pension plan decreased from 7.00% to 6.75% from Fiscal 1998 to Fiscal 1999. The
decrease in the rate increased the accumulated benefit obligation by $2.5
million and increased the projected benefit obligation by $2.8 million.
58
59
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 13
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED
For measurement purposes, an 8.00% increase in the health care cost trend rate
was used for Fiscal 2000. The trend rate is assumed to decrease gradually to
5.00% by Fiscal 2013. The effect on disclosure information of one percentage
point change in the assumed health care cost trend rate for each future year is
shown below.
1% DECREASE 1% INCREASE
IN RATES IN RATES
(IN THOUSANDS) -------- --------
Aggregated service and interest cost $ (20) $ 24
Accumulated postretirement benefit obligation $ (110) $127
PENSION EXPENSE
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
IN THOUSANDS 2000 1999 1998 2000 1999 1998
- -------------------------------------------------------------------------------------------------------------------
Service cost $ 1,893 $ 1,575 $ 1,476 $ 71 $ 84 $ 79
Interest cost 6,509 6,460 6,644 122 180 180
Expected return on plan assets (7,900) (7,171) (6,591) -0- -0- -0-
Amortization:
Transition obligation 825 825 983 -0- -0- -0-
Prior service cost (123) (123) (146) -0- -0- -0-
Losses 473 476 690 28 62 62
- -------------------------------------------------------------------------------------------------------------------
Net amortization 1,175 1,178 1,527 28 62 62
- -------------------------------------------------------------------------------------------------------------------
Curtailment Loss -0- -0- 379 -0- -0- -0-
- -------------------------------------------------------------------------------------------------------------------
NET PERIODIC BENEFIT COST $ 1,677 $ 2,042 $ 3,435 $ 221 $ 326 $ 321
===================================================================================================================
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.
Concurrent with the January 1, 1996 amendment to the pension plan (discussed
previously), the Company amended the 401(k) savings plan to make matching
contributions equal to 50% of each employee's contribution of up to 5% of
salary. Matching funds vest after five years of service with the Company. Years
of service earned prior to the adoption of this change contribute toward the
vesting requirement. The contribution expense to the Company for the matching
program was approximately $1.0 million for Fiscal 2000, 1999 and 1998.
59
60
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 14
EARNINGS PER SHARE
FOR THE YEAR ENDED For the Year Ended For the Year Ended
JAN. 29, 2000 Jan. 30, 1999 Jan. 31, 1998
----------------------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT INCOME SHARES PER-SHARE Income Shares Per-Share Income Shares Per-Share
PER SHARE AMOUNTS) (NUMERATOR)(DENOMINATOR) AMOUNT (Numerator)(Denominator) Amount (Numerator)(Denominator) Amount
- ----------------------------------------------------------------------------------------------------------------------------------
Earnings before
discontinued operations
and extraordinary loss $25,922 $54,923 $8,820
Less: Preferred stock dividends (300) (300) (300)
- ----------------------------------------------------------------------------------------------------------------------------------
BASIC EPS
Income available to
common shareholders 25,622 22,392 $1.14 54,623 25,461 $2.15 8,520 25,464 $.33
===== ===== ====
EFFECT OF DILUTIVE SECURITIES
OPTIONS 644 1,042 1,393
5 1/2% convertible subordinated
notes 3,787 4,918 3,124 3,969 -0- -0-
Contingent Options(1) -0- 67 67
Employees' Preferred Stock(2) 73 78 80
- ----------------------------------------------------------------------------------------------------------------------------------
DILUTED EPS
Income available to common
shareholders plus assumed
conversions $29,409 28,027 $1.05 $57,747 30,617 $1.89 $8,520 27,004 $.32
==================================================================================================================================
(1) These options are contingent upon service to the Company and the Company's
common stock trading at various prices. See Note 15 to the Consolidated
Financial Statements under "Restricted Stock Options."
(2) 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.
The amount of the dividend on the convertible preferred stock per common share
obtainable on conversion of the convertible preferred is higher than basic
earnings per share for the period. Therefore, conversion of the convertible
preferred stock is not reflected in diluted earnings per share, because it
would have been antidilutive. The shares convertible to common stock for Series
1, 3 and 4 preferred stock would have been 30,816, 40,869 and 24,946,
respectively.
Options to purchase 343,500 shares of common stock at $13.19 per share, 123,000
shares of common stock at $12.75 per share, 28,000 shares of common stock at
$13.69 per share and 10,000 shares of common stock at $13.06 per share were
outstanding at the end of Fiscal 2000 but were not included in the computation
of diluted earnings per share because the options' exercise price was greater
than the average market price of the common shares.
Options to purchase 284,000 shares of common stock at $11.00 per share, 157,250
shares of common stock at $12.75 per share and 250,000 shares of common stock
at $6.06 per share were outstanding at the end of Fiscal 1999 but were not
included in the computation of diluted earnings per share because the options'
exercise price was greater than the average market price of the common shares.
Options to purchase 194,500 shares of common stock at $12.75 per share and
51,954 shares of common stock at $12.38 per share were outstanding at the end
of Fiscal 1998 but were not included in the computation of diluted earnings per
share because the options' exercise price was greater than the average market
price of the common shares.
The weighted shares outstanding reflects the effect of the stock buy back
program of up to 5.8 million shares announced by the Company in FY 1999 and
2000. The Company has repurchased all but 17,900 shares as of January 29, 2000.
The Company's Board of Directors authorized the repurchase of an additional 1.0
million shares in February 2000.
60
61
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 15
STOCK OPTION PLANS
The Company's stock-based compensation plans, as of January 29, 2000, are
described below. The Company applies APB Opinion 25 and related Interpretations
in accounting for its plans. Accordingly, no compensation cost has been
recognized other than for its restricted stock options. The compensation cost
that has been charged against income for its restricted plans was $0.6 million,
$1.1 million and $1.7 million for Fiscal 2000, 1999 and 1998, respectively. The
compensation cost that has been charged against shareholders' equity for its
directors' restricted stock plan was $105,000, $89,000 and $100,000 for Fiscal
2000, 1999 and 1998, respectively. Had compensation cost for all of the
Company's stock-based compensation plans been determined based on the fair
value at the grant dates for awards under those plans consistent with the
methodology prescribed by FAS 123, the Company's net income and earnings per
share would have been reduced to the pro forma amounts indicated below:
FISCAL YEARS
----------------------------------------------
(In thousands, except per share amounts) 2000 1999 1998
---- ---- ----
Net Income As reported $25,922 $53,128 $ 8,651
Pro forma $24,839 $52,464 $ 7,954
Diluted EPS As reported $ 1.05 $ 1.83 $ 0.31
Pro forma $ 1.01 $ 1.81 $ 0.28
Basic EPS As reported $ 1.14 $ 2.07 $ 0.33
Pro forma $ 1.10 $ 2.05 $ 0.30
FIXED STOCK OPTION PLANS
The Company has three fixed option plans. Under the 1987 Stock Option Plan, the
Company may grant options to its management personnel for up to 2.2 million
shares of common stock. Under the 1996 Stock Incentive Plan, the Company may
grant options to its officers and other key employees of and consultants to the
Company for up to 2.3 million shares of common stock, which excludes 100,000
shares reserved for issuance to outside directors. Under both plans, the
exercise price of each option equals the market price of the Company's stock on
the date of grant and an option's maximum term is 10 years. Options granted
under both plans vest 25% at the end of each year with the exception of shares
granted February 20, 1995 which vest 20% at the end of each year.
61
62
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 15
STOCK OPTION PLANS, CONTINUED
With regard to the 100,000 shares reserved for issuance to outside directors,
an automatic grant of restricted stock will be given to outside directors on
the date of the annual meeting of shareholders at which an outside director is
first elected. The outside director restricted stock shall vest with respect to
one-third of the shares each year as long as the director is still serving as a
director. Once the shares have vested, the director is restricted from selling,
transferring, pledging or assigning the shares for an additional two years.
There were 1,139 shares and 9,522 shares of restricted stock issued to
directors for Fiscal 2000 and 1998, respectively. There were no shares issued
in Fiscal 1999. An outside director may 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 shall be
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 four
years. There were 9,157 shares, 4,555 shares and 6,475 shares of Retainer Stock
issued to directors for Fiscal 2000, 1999 and 1998, respectively. Annually on
the date of the annual meeting of shareholders, each outside director shall
receive the automatic grant of options to purchase 4,000 shares of common stock
at an exercise price equal to the fair market value of the common stock on the
date of grant. These stock options become exercisable six months after their
respective dates of grant, and expire in ten years. There were 28,000 shares of
stock options issued to directors for Fiscal 2000.
Under the 1996 Stock Incentive Plan, shares of restricted stock may be issued
either alone, in addition to or in tandem with other awards granted under the
Plan and/or cash awards made outside the Plan. To encourage stock ownership by
key management employees, the Company instituted a program allowing the chief
executive officer, eight other executive officers and two high-level operating
division employees to elect to receive part or all of their target awards under
the Fiscal 1998 plan in the form of nonqualified stock options. The Fiscal 1998
options were granted February 25, 1997. As of the grant date, the participants
were permitted to elect to relinquish irrevocably all or a portion of the
target award under the plan in exchange for a ten-year option to purchase
shares of common stock at the closing price of the stock on the grant date. The
option is to become exercisable one year from the date on which entitlement to
the award under the plan for Fiscal 1998 is determined by the Company.
Compensation cost charged against income for these options was $0.4 million for
Fiscal 1998.
The third fixed option plan is the executive stock option plan which granted
200,000 shares to the chief executive officer at the end of Fiscal 1996. The
exercise price of these shares is equal to the market price of the Company's
stock on the date of grant, the maximum term is 10 years and options for
100,000 shares vested after six months and an additional 100,000 shares vested
after one year. These 200,000 shares were exercised during Fiscal 2000.
The weighted-average fair value of each option granted in the fixed stock
option plans described above is estimated on the date of grant using the
Black-Scholes option-pricing model-average assumptions used for grants in
Fiscal 2000, 1999 and 1998, respectively: expected volatility of 62, 62 and 45
percent; risk-free interest rates of 6.7, 5.0 and 6.1 percent; and expected
lives of 7.6, seven and six years, respectively.
62
63
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 15
STOCK OPTION PLANS, CONTINUED
A summary of the status of the Company's fixed stock option plans as of January
29, 2000, January 30, 1999 and January 31, 1998 and changes during the years
ended on those dates is presented below:
2000 1999 1998
----------------------------- ----------------------------- ----------------------------
WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
FIXED OPTIONS SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
- ------------- ---------- ------------------- --------- ---------------------- --------- -----------------
Outstanding at beginning of year 2,271,389 $ 5.76 2,528,655 $ 5.88 2,616,171 $ 4.96
Granted 387,500 13.23 268,000 6.06 377,370 11.40
Exercised (591,711) 3.13 (229,876) 4.21 (457,848) 5.23
Forfeited (149,188) 8.54 (295,390) 8.29 (7,038) 2.62
--------- --------- ---------
Outstanding at end of year 1,917,990 7.87 2,271,389 5.76 2,528,655 5.88
========= ========= =========
Options exercisable at year-end 1,238,989 1,279,034 944,176
Weighted-average fair value of
options granted during
the year $9.27 $4.02 $6.48
The following table summarizes information about fixed stock options outstanding
at January 29, 2000:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------------- ---------------------------------
NUMBER WEIGHTED-AVERAGE NUMBER
RANGE OF OUTSTANDING REMAINING WEIGHTED-AVERAGE EXERCISABLE WEIGHTED-AVERAGE
EXERCISE PRICES AT 1/29/00 CONTRACTUAL LIFE EXERCISE PRICE AT 1/29/00 EXERCISE PRICE
--------------- ----------- ----------------- ---------------- ----------- ----------------
$ 1.875 - 2.75 121,500 4.9 years $ 2.27 115,500 $ 2.28
3.375 - 5.00 745,756 3.1 4.51 695,380 4.48
5.50 - 7.75 209,375 8.3 6.06 47,750 6.07
9.00 - 12.75 459,859 6.0 11.17 352,359 10.93
13.00 - 14.00 381,500 9.7 13.22 28,000 13.69
--------- --------
$ 1.875 - 14.00 1,917,990 5.8 7.87 1,238,989 6.38
========= =========
RESTRICTED STOCK OPTIONS
On January 10, 1997, 200,000 shares of restricted stock were granted to the
chairman of the board under the 1996 Stock Incentive Plan. The stock price at
the date of grant was $9 per share. The restrictions lapsed for one third of the
shares (66,667 shares) on January 31, 1998 and the second one third of the
shares on January 31, 1999. The restrictions would lapse for the last one third
of the shares on January 31, 2000 if (1) the chairman remains on the board of
the Company and serves as chairman or in such other capacity as the board may
request through that date and (2) the Company's common stock trades at or above
$15.00 per share for 20 consecutive trading days during Fiscal 2000. The
chairman resigned in the fourth quarter of Fiscal 2000. The last one third of
the shares were not issued since the above conditions were not met. There was
compensation income of $0.5 million for these options in Fiscal 2000.
Compensation cost charged against income for these options was $0.8 million and
$1.3 million in Fiscal 1999 and 1998, respectively.
As of the beginning of the first quarter of Fiscal 1999, a three year long term
incentive plan was approved for the president - CEO which covers Fiscal 1999
through Fiscal 2001. The incentive plan provides a maximum of 300,000
performance shares of stock to be awarded based on cumulative revenue growth,
cumulative earnings before income taxes to sales ratio and cumulative assets to
sales ratio. There were 34,344 shares issued in Fiscal 2000. Compensation cost
charged against income for these options was $1.1 million and $0.4 million in
Fiscal 2000 and 1999, respectively.
63
64
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 15
STOCK OPTION PLANS, CONTINUED
EMPLOYEE STOCK PURCHASE PLAN
Under the Employee Stock Purchase Plan, the Company is authorized to issue up to
1.0 million shares of common stock to those full-time employees whose total
annual base salary is less than $100,000. Under the terms of the Plan, employees
can choose each year to have up to 15 percent of their annual base earnings
withheld to purchase the Company's common stock. The purchase price of the stock
is 85 percent of the closing market price of the stock on either the exercise
date or the grant date, whichever is less. Under the Plan, the Company sold
122,362 shares, 106,800 shares and 70,058 shares to employees in Fiscal 2000,
1999 and 1998, respectively. Compensation cost is recognized for the fair value
of the employees' purchase rights, which was estimated using the Black-Scholes
model with the following assumptions for Fiscal 2000, 1999 and 1998,
respectively: an expected life of 1 year for all years; expected volatility of
47, 82 and 34 percent; and risk-free interest rates of 6.1, 4.6 and 5.6 percent.
The weighted-average fair value of those purchase rights granted in Fiscal 2000,
1999 and 1998 was $4.26, $2.47 and $3.78, respectively.
STOCK PURCHASE PLANS
Stock purchase accounts arising out of sales to employees prior to 1972 under
certain employee stock purchase plans amounted to $250,000 and $264,000 at
January 29, 2000 and January 30, 1999, respectively, and were secured at January
29, 2000, by 13,042 employees' preferred shares. Payments on stock purchase
accounts under the stock purchase plans have been indefinitely deferred. No
further sales under these plans are contemplated.
65
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 16
LEGAL PROCEEDINGS
New York State Environmental Proceedings
The Company is a defendant in a civil action filed by the State of New York
against the City of Gloversville, New York, and 33 other private defendants.
The action arose out of the alleged disposal of certain hazardous material
directly or indirectly into a municipal landfill and seeks recovery under a
federal environmental statute and certain common law theories for the costs of
investigating and performing remedial actions and damage to natural resources.
The environmental authorities have selected a plan of remediation for the site
with a total estimated cost of approximately $12.0 million. The Company has
filed an answer to the complaint denying liability and asserting numerous
defenses. The Company, along with other defendants, and the State of New York
are participating in non-binding mediation in an attempt to agree upon an
allocation of the remediation costs. Because of uncertainties related to the
ability or willingness of the other defendants to pay a portion of remediation
costs, the availability of New York State funding to pay a portion of
remediation costs and insurance coverage available to the various defendants,
the applicability of joint and several liability and the basis for contribution
claims among the defendants, management is unable to predict the outcome of the
action. However, management does not presently expect the action to have a
material effect on the Company's financial condition or results of operations.
The Company has received notice from the New York State Department of
Environmental Conservation (the "Department") that it deems remedial action to
be necessary with respect to certain contaminants in the vicinity of a knitting
mill operated by a former subsidiary of the Company from 1965 to 1969, and that
it considers the Company a potentially responsible party. In August 1997, the
Department 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 remediation measure with regard to
the site, without admitting liability or accepting responsibility for any
future remediation of the site. In conjunction with the consent order, the
Company entered into an agreement with the owner of the site providing for a
release from liability for property damage and for necessary access to the
site, for payments totaling $400,000. The Company estimates that the cost of
conducting the RIFS and implementing the interim remedial measure will be in
the range of $2.2 million to $2.6 million, including certain enhancements to
the program recommended by the Company's environmental consultants in the
fourth quarter of Fiscal 2000. The Company believes that it has adequately
reserved for the costs of conducting the RIFS and implementing the interim
remedial measure contemplated by the consent order, but there is no assurance
that the consent order will ultimately resolve the matter. The Company has not
ascertained what responsibility, if any, it has for any contamination in
connection with the facility or what other parties may be liable in that
connection and is unable to predict whether its liability, if any, beyond that
voluntarily assumed by the consent order will have a material effect on its
financial condition or results of operations.
65
66
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 16
LEGAL PROCEEDINGS, CONTINUED
Whitehall Environmental Sampling
Pursuant to a work plan approved by the Michigan Department of Environmental
Quality ("MDEQ") the Company has performed sampling and analysis of soil,
sediments, surface water, groundwater and waste management areas at the
Company's Volunteer Leather Company facility in Whitehall, Michigan. On June
29, 1999, the Company submitted a final remedial action plan (the "Plan") for
the site to MDEQ. The Plan proposes no direct remedial action with respect to
soils at the site, which are in compliance with applicable regulatory
standards, or lake sediments, which the Company believes do not pose a threat
to human health or the environment and do not violate any applicable regulatory
standard. The Plan includes the filing of certain restrictive covenants
encumbering the tannery property to prevent activities disturbing the lake
sediments and uses of the property inconsistent with the applicable regulatory
standards. The Company, with the approval of MDEQ, previously installed
horizontal wells to capture groundwater from a portion of the site and treat it
by air sparging. The Plan proposes continued operation of this system for an
indefinite period and monitoring of groundwater samples to ensure that the
system is functioning as intended. The Plan is subject to MDEQ approval. In
December 1999, MDEQ responded to the Plan with a request for further
information.
On June 30, 1999, the City of Whitehall filed an action against the Company in
the circuit court for the City of Muskegon alleging that the Company's and its
predecessors' past wastewater management practices have adversely affected the
environment, and seeking injunctive relief under Parts 17 and 201 of the
Michigan Natural Resources Environmental Protection Act ("MNREPA") to require
the Company to correct the alleged pollution. Further, the City alleges
violations of City ordinances prohibiting blight and litter, and that the
Whitehall Volunteer Leather plant constitutes a public nuisance. The Company
filed an answer denying the material allegations of the complaint and asserting
affirmative defenses and counterclaims against the City. The Company also moved
to join the State of Michigan as a party to the action, since it has primary
responsibility for administration of the environmental statutes underlying most
of the City's claims. The State moved to dismiss the Company's action against
it and to intervene in the case on a limited basis, seeking declaratory and
injunctive relief regarding the restrictive covenants on the property, the
State's jurisdiction under MNREPA Part 201 and its right of access to the
property.
66
67
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 16
LEGAL PROCEEDINGS, CONTINUED
If the proposed Plan is approved and the litigation's outcome does not require
additional remediation of the site, the Company does not expect remediation to
have a material impact on its financial condition or results of operations.
However, there can be no assurance that the Plan will be approved as submitted,
and the Company is unable to predict whether any further remediation that may
ultimately be required will have a material effect on its financial condition
or results of operations.
Whitehall Accident
On June 4, 1999, a truck driver working under contact with a carrier for a
chemical vendor died after inhaling a toxic vapor produced when he deposited a
chemical compound that he was delivering to the Company's Whitehall, Michigan
leather tannery into a tank containing another chemical solution. Regulatory
authorities, including the National Transportation Safety Board and the
Michigan Occupational Safety and Health Administration, are investigating the
incident. The Michigan agency has issued six citations alleging regulatory
infractions identified in the course of a general compliance review following
the accident. Proposed monetary penalties associated with the citations total
$15,100. The Company is contesting the citations. On March 14, 2000, the estate
of the deceased truck driver brought an action against the Company in Michigan
state court alleging that the Company's negligent acts and omissions caused his
death and seeking unspecified damages. The Company is currently unable to
predict the extent of its liability, if any, in connection with the accident
and how liability, if found, would be allocated among other potential
defendants, including the chemical vendor and the common carrier, and whether
such liability, if any, would have a material effect on its financial condition
or results of operations. The Company's insurance carrier is defending the
Company in the action, subject to a standard reservation of rights to deny
coverage.
Threatened Indemnity Claim
The Company has been advised by the purchaser of an adhesives manufacturing
business formerly owned by the Company that the purchaser may be subject to an
indemnification claim by a subsequent acquirer of the business. The subsequent
acquirer has been named as a third-party defendant in a suit brought under
CERCLA relating to an Alabama solvent recycling facility allegedly used by the
business. According to the purchaser, it would in turn seek indemnification
from the Company against any portion of its liability arising out of the
Company's operation of the business prior to the purchaser's 1986 acquisition
of it. The Company believes that a release obtained from the purchaser in
connection with the settlement of an earlier disputed claim would bar any claim
against the Company by the purchaser relating to the present matter. Therefore,
the Company does not currently expect this threatened claim to have a material
adverse effect on its financial condition or results of operations. While there
can be no assurance that claims by other parties arising out of the Alabama
facility will not be asserted, no such claim has yet been asserted.
67
68
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 17
BUSINESS SEGMENT INFORMATION
The Company has seven reportable segments (not including corporate): Journeys;
Jarman, comprised of the Jarman, Underground Station and Stone & Co. retail
footwear chains; Johnston & Murphy, comprised of Johnston & Murphy retail
stores and wholesale distribution; Licensed Brands, comprised of Dockers and
Nautica Footwear; Other Retail, comprised of General Shoe Warehouse and the
Jarman Leased departments, both of which were closed in FY 2000; Leather and
Western Boots which was divested in Fiscal 1999. All the Company's segments,
except Leather, sell footwear products at either retail or wholesale. The
Leather segment is comprised of Volunteer Leather, a leather tanning and
finishing company which sells primarily to military boot manufacturers and
other customers.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies.
The Company's reportable segments are based on the way management organizes the
segments in order to make operating decisions and assess performance along
types of products sold. Journeys and Jarman sells primarily branded products
from other companies while Johnston & Murphy and Licensed Brands sells
primarily the Company's owned and licensed brands.
Corporate assets include cash, deferred income taxes, prepaid pension cost and
deferred note expense. The Company does not allocate certain costs to each
segment in order to make decisions and assess performance. These costs include
corporate overhead, restructuring gains and losses, interest expense, interest
income, and other charges. Other includes severance, litigation and
environmental charges.
- ------------------------------------------------------------------------------------------------------------------------------
OTHER JOHNSTON LICENSED
FISCAL 2000 JOURNEYS JARMAN RETAIL & MURPHY BRANDS LEATHER CORPORATE CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------------------
Sales $215,318 $86,897 $8,840 $166,703 $78,422 $24,114 $ -0- $580,294
Intercompany sales -0- -0- -0- (363) (4,300) (1,911) -0- (6,574)
- ------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS 215,318 86,897 8,840 166,340 74,122 22,203 -0- 573,720
- ------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 29,719 4,336 (500) 22,187 2,487 1,363 (10,868) 48,724
Interest expense -0- -0- -0- -0- -0- -0- 8,152 8,152
Interest income -0- -0- -0- -0- -0- -0- 2,165 2,165
Other -0- -0- -0- -0- -0- -0- (794) (794)
- ------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 29,719 4,336 (500) 22,187 2,487 1,363 (17,649) 41,943
- ------------------------------------------------------------------------------------------------------------------------------
Total assets 65,256 23,910 992 61,693 28,678 9,670 110,966 301,165
Depreciation 3,382 1,724 155 2,763 213 460 1,817 10,514
Capital expenditures 12,338 2,600 99 3,604 89 47 3,535 22,312
68
69
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 17
BUSINESS SEGMENT INFORMATION, CONTINUED
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER JOHNSTON LICENSED WESTERN
Fiscal 1999 JOURNEYS JARMAN RETAIL & MURPHY BRANDS LEATHER BOOT CORPORATE CONSOLIDATED
- ----------------------------------------------------------------------------------------------------------------------------------
Sales $159,965 $83,315 $56,184 $ 148,715 $ 71,933 $ 21,470 $ 16,560 $ -0- $ 558,142
Intercompany sales -0- -0- -0- (1,281) (4,577) (2,536) -0- -0- (8,394)
- ----------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS 159,965 83,315 56,184 147,434 67,356 18,934 16,560 -0- 549,748
- ----------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 21,704 2,983 2,214 19,708 2,435 898 (1,309) (11,007) 37,626
Restructuring (gain)/charge -0- -0- -0- -0- -0- -0- -0- (2,403) (2,403)
Interest expense -0- -0- -0- -0- -0- -0- -0- 9,250 9,250
Interest income -0- -0- -0- -0- -0- -0- -0- 2,639 2,639
Other -0- -0- -0- -0- -0- -0- -0- (2,333) (2,333)
- ----------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES,
DISCONTINUED OPERATIONS AND
EXTRAORDINARY LOSS 21,704 2,983 2,214 19,708 2,435 898 (1,309) (17,548) 31,085
- ----------------------------------------------------------------------------------------------------------------------------------
Total assets 52,125 25,395 15,772 59,925 28,873 8,759 -0- 116,349 307,198
Depreciation 2,591 1,676 469 2,423 238 556 336 1,402 9,691
Capital expenditures 9,330 3,468 598 4,351 93 157 -0- 5,515 23,512
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER JOHNSTON LICENSED WESTERN
Fiscal 1998 JOURNEYS JARMAN RETAIL & MURPHY BRANDS LEATHER BOOT CORPORATE CONSOLIDATED
- ----------------------------------------------------------------------------------------------------------------------------------
Sales $120,775 $82,729 $60,621 $ 126,900 $ 62,292 $ 30,781 $ 59,371 $ -0- $ 543,469
Intercompany sales -0- -0- -0- (1,332) (4,402) (1,563) (65) -0- (7,362)
- ----------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS 120,775 82,729 60,621 125,568 57,890 29,218 59,306 -0- 536,107
- ----------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 16,915 8,151 4,724 14,827 4,505 1,519 (2,550) (11,768) 36,323
Restructuring (gain)/charge -0- -0- -0- -0- -0- -0- -0- 17,706 17,706
Interest expense -0- -0- -0- -0- -0- -0- -0- 10,174 10,174
Interest income -0- -0- -0- -0- -0- -0- -0- 1,312 1,312
Other -0- -0- -0- -0- -0- -0- -0- (895) (895)
- ----------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES AND
EXTRAORDINARY LOSS 16,915 8,151 4,724 14,827 4,505 1,519 (2,550) (39,231) 8,860
- ----------------------------------------------------------------------------------------------------------------------------------
Total assets 36,257 23,571 16,011 46,914 27,900 10,997 17,925 67,242 246,817
Depreciation 1,583 1,491 501 2,245 224 461 1,097 1,291 8,893
Capital expenditures 8,593 4,012 337 4,461 26 1,044 398 5,854 24,725
- ----------------------------------------------------------------------------------------------------------------------------------
69
70
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 18
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER
(IN THOUSANDS, EXCEPT -------------------- -------------------- ---------------------
PER SHARE AMOUNTS) 2000 1999 2000 1999 2000 1999
- ------------------------------------------------------------------------------------------------------------------
Net sales $128,656 $133,808 $125,903 $132,049 $145,968 $129,764
Gross margin 57,561 58,113 56,639 57,499 65,596 58,196
Pretax earnings 6,811 3,507 6,891 6,659(1) 10,275 6,435
Earnings before
discontinued operations
and extraordinary loss 4,067 3,788 4,176 6,625 6,204 6,273
Net earnings 4,067 3,788 4,176 2,974(2) 6,204 6,273
Diluted earnings per common share:
Before discontinued operations and
extraordinary loss .16 .13 .17 .24 .26 .23
Net earnings .16 .13 .17 .11 .26 .23
==================================================================================================================
- ---------------------------------------------------------------------------------------
4TH QUARTER FISCAL YEAR
(IN THOUSANDS, EXCEPT -------------------- --------------------
PER SHARE AMOUNTS) 2000 1999 2000 1999
- ---------------------------------------------------------------------------------------
Net sales $173,193 $154,127 $573,720 $549,748
Gross margin 77,296 70,574 257,092 244,382
Pretax earnings 17,966 14,484 41,943 31,085
Earnings before
discontinued operations
and extraordinary loss 11,475 38,237(3) 25,922 54,923
Net earnings 11,475 40,093(4) 25,922 53,128
Diluted earnings per common share:
Before discontinued operations and
extraordinary loss .45 1.30 1.05 1.89
Net earnings .45 1.36 1.05 1.83
=======================================================================================
(1) Includes a restructuring gain of $2.4 million (see Note 2).
(2) Includes a $3.7 million extraordinary loss for early retirement of debt
(see Note 9).
(3) Includes a tax benefit of $23.8 million (see Note 12).
(4) Includes a gain of $0.5 million, net of tax, from discontinued operations
and a $1.5 million gain due to the tax effect of the extraordinary loss in
the second quarter (see Note 9).
70
71
ITEM 9, CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10, DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company incorporates by reference the (i) information regarding directors
of the Company appearing under the heading "Information Concerning Nominees" to
be included in the Company's proxy statement relating to the annual meeting of
shareholders scheduled for June 28, 2000 (the "Proxy Statement") and (ii)
information regarding compliance by persons subject to Section 16(a) of the
Securities Exchange Act of 1934 appearing under the heading "Compliance with
Beneficial Ownership Reporting Rules" to be included in the Proxy Statement.
Information regarding the executive officers of the Company appears under the
heading "Executive Officers of Genesco" in this report following Item 4 of Part
I.
ITEM 11, EXECUTIVE COMPENSATION
The Company incorporates by reference the (i) information regarding the
compensation of directors of the Company to appear under the heading "Director
Compensation" in the Proxy Statement and (ii) information regarding the
compensation of the Company's executive officers to appear under the heading
"Executive Compensation" in the Proxy Statement.
ITEM 12, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding beneficial ownership of the Company's voting securities
by (i) the Company's directors, (ii) certain executive officers and (iii) the
officers and directors of the Company as a group is incorporated by reference
to the Proxy Statement.
The following information regarding beneficial ownership on March 25, 2000
(except as indicated) of the Company's voting securities is furnished with
respect to each person or group of persons acting together who, as of such
date, was known by the Company to be the beneficial owner of more than five
percent of any class of the Company's voting securities. Beneficial ownership
of the shares consists of sole voting and investment power except as otherwise
noted.
CLASS OF NO. OF PERCENT OF
NAME AND ADDRESS STOCK* SHARES CLASS
- ---------------- -------- -------- ----------
Entrust Capital Inc. Common 1,384,375(1) 6.4
650 Madison Ave.
New York, NY 10022
Eagle Asset Management, Inc. Common 1,987,813(2) 9.2
880 Carillon Parkway
St. Petersburg, FL 33776
71
72
Jeannie Bussetti Series 1 3,000 8.1
12 Carteret Drive
Pomona, NY 10970
Joseph Bussetti Series 1 2,000 5.4
52 South Lilburn Drive
Garnerville, NY 10923
Ronald R. Bussetti Series 1 2,000 5.4
12 Carteret Drive
Pomona, NY 10970
S. Robert Weltz, Jr. Series 1 2,308 6.2
415 Hot Springs Road
Santa Barbara, CA 93108
Empire & Co. Series 1 5,889 15.9
P. O. Box 426
Exchange Place Station
69 Montgomery St.
Jersey City, NJ 07803
Empire & Co. Series 3 4,226 21.8
P. O. Box 426
Exchange Place Station
69 Montgomery St.
Jersey City, NJ 07803
Estate of Hyman Fuhrman, Deceased Series 3 1,081 5.6
c/o Sylvia Fuhrman
525 Lexington Blvd.
#13
Clark, NJ 07066
Hazel Grossman Series 3 1,074 5.5
30 Argyle Ave., Apt. 209
Riverside, RI 02915
Jack Rubens Series 3 1,514 7.8
5114 Windsor Parke Dr.
Boca Raton, FL 33496
Melissa Evins Series 4 2,893 17.6
417 East 57th Street
New York, NY 10022
72
73
Reed Evins Series 4 2,418 14.7
417 East 57th Street
Apt. 32B
New York, NY 10022
James H. Cheek, Jr. Subordinated 2,413 8.0
Apt. 407 Cumulative
11 Burton Hills Blvd. Preferred
Nashville, TN 37215
- --------------
* See Note 11 to the Consolidated Financial Statements included in Item 8 and
under the heading "Voting Securities" included in the Company's Proxy Statement
for a more complete description of each class of stock.
(1) This information is from an Amendment to Schedule 13G dated February 11,
2000.
(2) This information is from an Amendment to Schedule 13G dated January 7,
2000.
ITEM 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company incorporates by reference any information appearing under the
heading "Certain Relationships and Related Transactions" included in the
Company's Proxy Statement.
73
74
PART IV
ITEM 14, EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS
The following are included in Item 8.
Report of Independent Accountants
Consolidated Balance Sheet, January 29, 2000 and January 30, 1999
Consolidated Earnings, each of the three fiscal years ended 2000, 1999 and 1998
Consolidated Cash Flows, each of the three fiscal years ended 2000, 1999
and 1998
Consolidated Shareholders' Equity, each of the three fiscal years ended 2000,
1999 and 1998
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES
II -Reserves, each of the three fiscal years ended 2000, 1999 and 1998
All other schedules are omitted because the required information is either not
applicable or is presented in the financial statements or related notes. These
schedules begin on page 79.
EXHIBITS
(3) a. By-laws of Genesco Inc. Incorporated by reference to Exhibit
(3)a to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1995.
b. Restated Charter of Genesco Inc. Incorporated by reference to
Exhibit (3)b to the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1993. Amendment to Restated
Charter of Genesco Inc. dated as of June 17, 1998. Incorporated
by reference to Exhibit (3)b to the Company's Quarterly Report
on Form 10-Q for the quarter ended August 1, 1998.
(4) Indenture dated as of April 9, 1998 between the Company and United
States Trust Company of New York relating to 5 1/2% Convertible
Subordinated Notes due 2005. Incorporated by reference to
Registration Statement on Form S-3 filed November 9, 1998 (File No.
333-58541).
(10) a. Form of Split-Dollar Insurance Agreement with Executive
Officers. Incorporated by reference to Exhibit (10)a to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997.
b. Form of Officers and Key Executives Change-in-Control
Employment Agreement. Incorporated by reference to Exhibit (10)d
to the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1993.
74
75
c. 1987 Stock Option Plan and Form of Stock Option Agreement.
Incorporated by reference to Exhibit (10)e to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1993.
d. 1996 Stock Incentive Plan. Incorporated by reference to
Registration Statement on Form S-8 filed July 19, 1996 (File No.
33-08463).
e. 2000 EVA Incentive Compensation Plan. Incorporated by reference
to Exhibit (10)g to the Company's Annual Report on Form 10-K for
the fiscal year ended January 30, 1999.
f. 2001 EVA Incentive Compensation Plan.
g. Form of Indemnification Agreement For Directors. Incorporated by
reference to Exhibit (10)m to the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1993.
h. Modified and Restated Loan Agreement dated as of September 24,
1997 among the Company and Bank One, N.A. and Bank of America,
N.A. Incorporated by reference to Exhibit (10)l to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 1,
1997. First Amendment to Modified and Restated Loan Agreement
dated as of January 30, 1998 and Second Amendment to Modified
and Restated Loan Agreement dated as of March 31, 1998.
Incorporated by reference to Exhibit (10)i to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1998. Third Amendment to Modified and Restated Loan Agreement
dated as of August 1, 1998 and Fourth Amendment to Modified and
Restated Loan Agreement dated as of December 11, 1998.
Incorporated by reference to Exhibit (10)i to the Company's
Annual Report on Form 10-K for the fiscal year ended January 30,
1999. Fifth Amendment to Modified and Restated Loan Agreement
dated as of November 5, 1999.
i. Supplemental Pension Agreement dated as of October 18, 1988
between the Company and William S. Wire II, as amended January
9, 1993. Incorporated by reference to Exhibit (10)p to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1993.
j. Deferred Compensation Trust Agreement dated as of February 27,
1991 between the Company and NationsBank of Tennessee for the
benefit of William S. Wire, II, as amended January 9, 1993.
Incorporated by reference to Exhibit (10)q to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1993.
k. Shareholder Rights Agreement dated as of August 8, 1990 between
the Company and Chicago Trust Company of New York. First
Amendment to the Rights Agreement dated as of August 8, 1990.
Incorporated by reference to Registration Statement on Form 8-A
filed August 15, 1990 (File No. 1-3083). Second Amendment to the
Rights Agreement dated as of March 24, 1998. Incorporated by
reference to Registration Statement on Form 8-A filed March 25,
1998 (File No. 1-3083). Third Amendment to the Rights Agreement
dated as of November 9, 1998. Incorporated by reference to
Registration Statement on Form 8-K filed November 19, 1998 (File
No. 1-3083).
l. Form of Employment Protection Agreement between the Company and
certain executive officers dated as of February 26, 1997.
Incorporated by reference to Exhibit (10)p to the Company's
Annual Report on Form 10-K for the fiscal year ended February 1,
1997.
75
76
(21) Subsidiaries of the Company.
(23) Consent of Independent Accountants included on page 77.
(24) Power of Attorney
(27) Financial Data Schedule (for SEC use only).
(99) Financial Statements and Report of Independent Accountants with
respect to the Genesco Employee Stock Purchase Plan being filed
herein in lieu of filing Form 11-K pursuant to Rule 15d-21.
Exhibits (10)a through (10)f and (10)k are Management Contracts or Compensatory
Plans or Arrangements required to be filed as Exhibits to this Form 10-K.
- ---------------
A copy of any of the above described exhibits will be furnished to the
shareholders upon written request, addressed to Director, Corporate Relations,
Genesco Inc., Genesco Park, Room 498, P.O. Box 731, Nashville, Tennessee
37202-0731, accompanied by a check in the amount of $15.00 payable to Genesco
Inc.
REPORTS ON FORM 8-K
None.
76
77
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-15835, 33-30828, 33-35329, 33-50248, 33-62653
and 33-08463) of Genesco Inc. of our report dated February 22, 2000 relating to
the consolidated financial statements and consolidated financial statement
schedules, which appears in this Form 10-K. We also consent to the
incorporation by reference in the Registration Statement on Form S-8 (No.
33-62653) of Genesco Inc. of our report dated March 17, 2000 relating to the
January 29, 2000 financial statements of the Genesco Employee Stock Purchase
Plan, which appears in an exhibit to this Form 10-K.
/s/PricewaterhouseCoopers LLP
Nashville, Tennessee
April 28, 2000
77
78
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
GENESCO INC.
By: /s/James S. Gulmi
------------------------------------
James S. Gulmi
Senior Vice President - Finance
Date: April 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the twenty eighth day of April,
2000.
/s/Ben T. Harris Chairman, President and Chief Executive
- ------------------------------ Officer
Ben T. Harris
/s/James S. Gulmi Senior Vice President - Finance
- ------------------------------ (Principal Financial Officer)
James S. Gulmi
/s/Paul D. Williams Chief Accounting Officer
- ------------------------------
Paul D. Williams
Directors:
Leonard L. Berry* Hal N. Pennington*
W. Lipscomb Davis, Jr.* William A. Williamson, Jr.*
Joel C. Gordon* William S. Wire, II*
Kathleen Mason* Gary M. Witkin*
*By /s/Roger G. Sisson
--------------------------
Roger G. Sisson
Attorney-In-Fact
78
79
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Financial Statement Schedules
January 29, 2000
79
80
Schedule 2
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Reserves
YEAR ENDED JANUARY 29, 2000
- ---------------------------------------------------------------------------------------------------------------
ADDITIONS
----------------------
CHARGED CHARGED
BEGINNING TO PROFIT TO OTHER INCREASES ENDING
IN THOUSANDS BALANCE AND LOSS ACCOUNTS (DECREASES) BALANCE
- ---------------------------------------------------------------------------------------------------------------
Reserves deducted from assets in
the balance sheet:
Allowance for bad debts $ 1,075 247 -0-(1) (396)(2) $ 926
Allowance for cash discounts -0- -0- -0- -0- (3) -0-
Allowance for sales returns 292 -0- -0- 643 (4) 935
Allowance for customer deductions 511 -0- -0- 320 (5) 831
Allowance for co-op advertising 400 -0- -0- 95 (6) 495
- ---------------------------------------------------------------------------------------------------------------
TOTALS $ 2,278 247 -0- 662 $ 3,187
===============================================================================================================
YEAR ENDED JANUARY 30, 1999
- ---------------------------------------------------------------------------------------------------------------
ADDITIONS
----------------------
CHARGED CHARGED
BEGINNING TO PROFIT TO OTHER INCREASES ENDING
IN THOUSANDS BALANCE AND LOSS ACCOUNTS (DECREASES) BALANCE
- ---------------------------------------------------------------------------------------------------------------
Reserves deducted from assets in
the balance sheet:
Allowance for bad debts $ 988 1,028 15(1) (956)(2) $ 1,075
Allowance for cash discounts 2 -0- -0- (2)(3) -0-
Allowance for sales returns 365 -0- -0- (73)(4) 292
Allowance for customer deductions 1,006 -0- -0- (495)(5) 511
Allowance for co-op advertising 389 -0- -0- 11 (6) 400
- ---------------------------------------------------------------------------------------------------------------
TOTALS $ 2,750 1,028 15 (1,515) $ 2,278
===============================================================================================================
YEAR ENDED JANUARY 31, 1998
- ---------------------------------------------------------------------------------------------------------------
ADDITIONS
----------------------
CHARGED CHARGED
BEGINNING TO PROFIT TO OTHER INCREASES ENDING
IN THOUSANDS BALANCE AND LOSS ACCOUNTS (DECREASES) BALANCE
- ---------------------------------------------------------------------------------------------------------------
Reserves deducted from assets in
the balance sheet:
Allowance for bad debts $ 3,353 809 274(1) (3,448)(2) $ 988
Allowance for cash discounts 168 -0- -0- (166)(3) 2
Allowance for sales returns 483 -0- -0- (118)(4) 365
Allowance for customer deductions 621 -0- -0- 385 (5) 1,006
Allowance for co-op advertising 667 -0- -0- (278)(6) 389
- ---------------------------------------------------------------------------------------------------------------
TOTALS $ 5,292 809 274 (3,625) $ 2,750
===============================================================================================================
Note: Most subsidiaries and branches charge credit and collection expense
directly to profit and loss. Adding such charges of $32,000 in 2000,
$74,000 in 1999 and $345,000 in 1998 to the addition above, the
total bad debt expense amounted to $279,000 in 2000, $1,102,000 in
1999 and $1,154,000 in 1998.
(1) Bad debt recoveries.
(2) Bad debt charged to reserve and transfers to operations to be divested.
(3) Adjustment of allowance for estimated discounts to be allowed subsequent
to period end on receivables at same date and transfers to operations to
be divested.
(4) Adjustment of allowance for sales returns to be allowed subsequent to
period end on receivables at same date and transfers to operations to be
divested.
(5) Adjustment of allowance for customer deductions to be allowed subsequent
to period end on receivables at same date and transfers to operations to
be divested.
(6) Adjustment of allowance for estimated co-op advertising to be allowed
subsequent to period end on receivables at same date and transfers to
operations to be divested.
See Note 3 to the Consolidated Financial Statements included in Item 8.
80
1
EXHIBIT (10)f.
GENESCO INC.
EVA INCENTIVE COMPENSATION PLAN
1. PURPOSE.
The purposes of the Genesco Inc. EVA Incentive Compensation Plan ("the Plan")
are to motivate and reward excellence and teamwork in achieving maximum
improvement in shareholder value; to provide attractive and competitive total
cash compensation opportunities for exceptional corporate and business unit
performance; to reinforce the communication and achievement of the mission,
objectives and goals of the Company; to motivate managers to think strategically
(long term) as well as tactically (short term); and to enhance the Company's
ability to attract, retain and motivate the highest caliber management team. The
purposes of the Plan shall be carried out by payment to eligible participants of
annual incentive cash awards, subject to the terms and conditions of the Plan
and the discretion of the Compensation Committee of the board of directors of
the Company.
2. AUTHORIZATION.
On October 27, 1998, the Compensation Committee approved the Plan.
3. SELECTION OF PARTICIPANTS.
Participants shall be selected annually by the Chief Executive Officer from
among full-time employees of the Company who serve in operational,
administrative, professional or technical capacities. The participation and
target bonus amounts of Company officers and employees whose annual base
compensation is $125,000 or more shall be approved by the Compensation Committee
with the advice of the Chief Executive Officer. The Chief Executive Officer
shall not be eligible to participate in the Plan.
The Chief Executive Officer shall annually assign participants to a Business
Unit. For participants whose Business Unit consists of more than one profit
center, the Chief Executive Officer shall determine in advance the relative
weight to be given to the performance of each profit center in the calculation
of awards. If a participant is transferred to a different business unit during
the Plan Year he or she shall be eligible to receive a bonus for each of the
Business Units to which the participant was assigned during the Plan Year,
prorated for the amount of time worked in each assignment, unless the Chief
Executive Officer determines that a different proration is warranted in the
circumstances.
In the event of another significant change in the responsibilities and duties of
a participant during a Plan Year, the Chief Executive Officer shall have the
authority, in his sole discretion, to terminate
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the participant's participation in the Plan, if such change results in
diminished responsibilities, or to make such changes as he deems appropriate in
(i) the target award the participant is eligible to earn, (ii) the participant's
applicable goal(s) and (iii) the period during which the participant's
applicable award applies.
4. PARTICIPANTS ADDED DURING PLAN YEAR.
A person selected for participation in the Plan after the beginning of a Plan
Year will be eligible to earn a prorated portion of the award the participant
might have otherwise earned for a full year's service under the Plan during that
Plan Year, provided the participant is actively employed as a participant under
the Plan for at least 120 days during the Plan Year. The amount of the award, if
any, earned by such participant for such Plan Year shall be based on the number
of full months of the Plan Year during which the employee participated in the
Plan.
5. DISQUALIFICATION FOR UNSATISFACTORY PERFORMANCE.
Any participant whose performance is found to be unsatisfactory or who shall
have violated in any material respect the Company's Policy on Legal Compliance
and Ethical Business Practices shall not be eligible to receive an award under
the Plan in the current Plan Year. The participant shall be eligible to be
considered by the Chief Executive Officer for reinstatement to the Plan in
subsequent Plan Years. Any determination of unsatisfactory performance or of
violation of the Company's Policy on Legal Compliance and Ethical Business
Practices shall be made by the Chief Executive Officer. Participants who are
found ineligible for participation in a Plan Year due to unsatisfactory
performance will be so notified in writing prior to October 31 of the Plan Year.
6. TERMINATION OF EMPLOYMENT.
A participant whose employment is terminated voluntarily or involuntarily,
except by reason of death, medical disability or voluntary retirement, prior to
the end of a Plan Year shall not be eligible to receive an award under the Plan.
A participant who voluntarily retires, is on medical leave of absence or the
estate of a participant who dies during the Plan Year will be eligible to
receive the sum of a prorated portion of the award (positive or negative) the
participant would have otherwise received for a full year's service under the
Plan, provided the participant is actively employed as a participant under the
Plan for at least 120 days during the Plan Year, and the participant's bonus
bank (positive or negative). The amount of any award payable to such disabled or
retired participant or the estate of such deceased participant shall be based on
the number of full months of the Plan Year during which the disabled, retired or
deceased employee was classified in the Company's payroll system as an active
employee. A participant who has received or is receiving severance pay at the
end of the Plan Year shall be considered a terminated employee and shall not be
eligible to receive an award under the Plan.
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7. ECONOMIC VALUE ADDED ("EVA") CALCULATION
EVA for a Business Unit or the entire Company, as applicable, shall be the
result of a Business Unit's or the Company's net operating profit after taxes
less a charge for capital employed by that Business Unit or the Company. The
Company will track the change in EVA by Business Unit over each Plan Year for
the purpose of determining bonus as further described below.
8. AMOUNT OF AWARDS.
Participants are eligible to earn cash awards based on (i) change in EVA for a
Business Unit and (ii) achievement of individual Performance Plan Goals to be
approved by the Chief Executive Officer prior to March 31 of each Plan Year.
Prior to the beginning of each Plan Year, the Chief Executive Officer will
establish for each Business Unit and for the Company as a whole target levels of
expected changes in EVA for each Business Unit and for the Company for such Plan
Year and a range of multiples to be applied to the participant's target bonus
based on actual performance for the Plan Year. The multiple related to Business
Unit performance is referred to as the "Business Unit Multiple." If a
participant's Business Unit is comprised of more than one profit center, the
Chief Executive Officer shall determine the relative weight to be assigned to
each profit center's Business Unit Multiple. The Business Unit Multiple for such
participant shall be the weighted average of the Business Unit Multiples for
each profit center comprising the participant's Business Unit. The multiple
related to the performance of the Company as a whole is referred to as the
"Corporate Multiple." The Corporate Multiple and Business Unit Multiples may be
positive or negative and may consist of whole numbers or fractions. Not later
than March 31 the Plan Year, the participant and the participant's supervisor
shall agree on a set of strategic performance objectives for the participant for
the Plan Year (the "Performance Plan Goals").
The "Declared Bonus" shall be determined as follows:
For participants who are Business Unit Presidents, the Declared Bonus shall
equal the sum of (A) the Business Unit Multiple times one-half the participant's
target bonus plus (B) the Corporate Multiple times one-quarter of the
participant's target bonus plus (C) the percentage of the participant's
achievement of his or her Performance Plan Goals determined by the participant's
supervisor (the "Performance Plan Percentage") times one-quarter of the
participant's target bonus times the Business Unit Multiple; provided, however
that if the Business Unit Multiple is a negative number, the Performance Plan
Percentage shall be 100%.
For other Business Unit participants, the Declared Bonus shall equal the sum of
(A) the Business Unit Multiple times 75% of the participant's target bonus plus
(B) the Business Unit Multiple times 25% of the participant's target bonus times
the Performance Plan Percentage; provided, however
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that if the Business Unit Multiple is a negative number, the Performance Plan
Percentage shall be 100%.
For the Corporate Staff participants, the Declared Bonus shall equal the sum of
(A) the Corporate Multiple times 75% of the participant's target bonus plus (B)
the Corporate Multiple times 25% of the participant's target bonus times the
Performance Plan Percentage; provided that, if the Corporate Multiple is a
negative number, the Performance Plan Percentage shall be 100%.
Each participant shall have a balance in a "Bonus Bank" consisting of the
cumulative total since the first year of such participant's participation in the
Plan of (i) all of the participant's negative Declared Bonuses and (ii) all of
participant's positive Declared Bonuses not distributed because of payout
limitations. The sum of the participant's Declared Bonus for the current Plan
Year and the participant's Bonus Bank balance (positive or negative) will
constitute the "Available Bonus." A participant's Bonus Payout at the end of the
Plan Year shall be equal to the lesser of (A) the Available Bonus or (B) the sum
of (i) the Declared Bonus, up to three times the participant's target bonus for
the Plan Year plus (ii) one-third of the participant's Bonus Bank balance, if
positive, after the addition to the Bonus Bank of any amount by which the
Declared Bonus exceeds three times the target bonus.
Any positive balance in the Bonus Bank shall be payable without interest
promptly upon the Company's termination of the participant's employment without
"Cause," or upon the participant's death or retirement. "Cause" for termination
for purposes of this Plan means any act of dishonesty involving the Company, any
violation of the Policy on Legal Compliance and Ethical Business Practices as
then in effect, any breach of fiduciary duty owed to the Company, persistent or
flagrant failure to follow the lawful directives of the board of directors or of
the executive to whom the participant reports or conviction of a felony.
Nothing in this Plan (including but not limited to the foregoing definition of
Cause) shall in any manner alter the participant's status as an employee at will
or limit the Company's right or ability to terminate the participant's
employment for any reason or for no reason at all. Upon termination for Cause or
voluntary termination at the participant's instance, any unpaid portion of the
"Bonus Bank" will be forfeited by the participant.
9. PAYMENT OF AWARDS.
Any awards payable under the Plan (including awards with respect to participants
who die, are placed on medical leave of absence or voluntarily retire during the
Plan Year), other than the amount, if any, to be credited to the Bonus Bank,
will be made in cash, net of applicable withholding taxes, as soon as reasonably
practicable after the end of the Plan Year, but in no event prior to the date on
which the Company's audited financial statements for the Plan Year are reviewed
by the audit committee of the Company's board of directors. The positive Bonus
Bank
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5
balance will be paid in cash, net of applicable withholding taxes, as soon as
reasonably practicable after the date on which it becomes payable.
10. PLAN ADMINISTRATION.
The Chief Executive Officer shall have final authority to interpret the
provisions of the Plan. Interpretations by the Chief Executive Officer which are
not patently inconsistent with the express provisions of the Plan shall be
conclusive and binding on all participants and their designated beneficiaries.
It is the responsibility of the Vice President Human Resources (i) to cause each
person selected to participate in the Plan to be furnished with a copy of the
Plan and to be notified in writing of such selection, the applicable goals and
the range of the awards for which the participant is eligible; (ii) to cause the
awards to be calculated in accordance with the Plan; and (iii) except to the
extent reserved to the Chief Executive Officer or the Compensation Committee
hereunder, to administer the Plan consistent with its express provisions.
11. NON-ASSIGNABILITY.
A participant may not at any time encumber, transfer, pledge or otherwise
dispose of or alienate any present or future right or expectancy that the
participant may have at any time to receive any payment under the Plan. Any
present or future right or expectancy to any such payment is non-assignable and
shall not be subject to execution, attachment or similar process.
12. MISCELLANEOUS.
Nothing in the Plan shall interfere with or limit in any way the right of the
Company to terminate any participant's employment or to change any participant's
duties and responsibilities, nor confer upon any participant the right to be
selected to participate in any incentive compensation plans for future years.
Neither the Chief Executive Officer, the Vice President Human Resources, nor the
Compensation Committee shall have any liability for any action taken or
determination made under the Plan in good faith.
13. BINDING ON SUCCESSORS.
The obligations of the Company under the Plan shall be binding upon any
organization which shall succeed to all or substantially all of the assets of
the Company, and the term Company, whenever used in the Plan, shall mean and
include any such organization after the succession. If the subject matter of
this Section 13 is covered by a change-in-control agreement or similar agreement
which is more favorable to the participant than this Section 13, such other
agreement shall govern to the extent applicable and to the extent inconsistent
herewith.
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14. DEFINITIONS.
"EVA" means the economic value added to the Company during the Plan Year as
determined by the net operating profit in a particular Business Unit as
reflected on the Company's books for internal reporting purposes, reduced by the
cost of capital.
"BUSINESS UNIT" means any of the Company's profit centers or any combination of
two or more of the profit centers, which comprise Genesco Inc.
The "CHIEF EXECUTIVE OFFICER" means the president and chief executive officer of
the Company.
The "COMPANY" means Genesco Inc.
The "COMPENSATION COMMITTEE" means the compensation committee of the board of
directors of the Company.
"THE "PLAN" means this EVA Incentive Compensation Plan for the Plan Year.
"PLAN YEAR" means the fiscal year of the Company ending January 31, 2000.
The "VICE PRESIDENT HUMAN RESOURCES" means the vice president Human Resources of
Genesco Inc.
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EXHIBIT (10)h.
FIFTH AMENDMENT TO MODIFIED
AND RESTATED LOAN AGREEMENT
THIS FIFTH AMENDMENT TO MODIFIED AND RESTATED LOAN AGREEMENT (the
"Fifth Amendment") dated as of November 5, 1999, is to that Modified and
Restated Loan Agreement dated as of September 24, 1997, as amended January 30,
1998, March 31, 1998, August 1, 1998 and December 11, 1998 (hereinafter, such
Loan Agreement as amended hereby, and as further amended or modified from time
to time, the "Loan Agreement"; all terms used but not otherwise defined herein
shall have the meanings provided in the Loan Agreement), by and among GENESCO
INC. (the "Borrower"), the banks and financial institutions on the signature
pages hereto (the "Banks"), BANK ONE, NA (formerly known as The First National
Bank of Chicago), as Co-Agent for the Banks (the "Co-Agent"), and BANK OF
AMERICA, N.A. (formerly known as NationsBank, N.A.), as Agent for the Banks (in
such capacity, the "Agent").
WITNESSETH:
WHEREAS, the Borrower has requested certain modifications to the Loan
Agreement; and
WHEREAS, the Banks have agreed to the requested modifications on the
terms and conditions herein set forth;
NOW, THEREFORE, IN CONSIDERATION of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A. Effective as of November 5, 1999, Section 7.1(k) shall be
amended in its entirety so that such Section now reads as follows:
(k) (i) Liens on accounts receivable which have been sold by
the Borrower pursuant to that certain Foreign Accounts Receivable
Factoring Agreement, dated October 13, 1999, by and between the
Borrower and Suntrust Bank, Atlanta Factoring Division (the "Factoring
Agreement") provided that (A) the liabilities and obligations incurred
by the Borrower under the Factoring Agreement (including contingent
liabilities and obligations) shall not exceed $2,000,000 in the
aggregate at any time outstanding and (B) the Liens granted by the
Borrower pursuant to the Factoring Agreement shall only be on the
accounts receivable sold pursuant to the Factoring Agreement and shall
not extend to any other assets of the Borrower or any of its
Subsidiaries; and
(ii) Liens on accounts receivable which have been sold or
discounted by the Borrower by means of a securitization for purposes of
securing the obligations incurred
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by the Borrower in connection with such sale provided that (A) the
outstanding amount of accounts receivable so sold or discounted by the
Borrower in the aggregate at any time shall not exceed 50% of the face
amount of all such receivables, (B) the accounts receivable so sold or
discounted are substantially similar in credit quality to the accounts
receivable retained by the Borrower and (C) the proceeds of such sales
shall be used to prepay the Obligations and permanently reduce the
Committed Amounts; and
B. The Borrower hereby represents and warrants that:
(i) any and all representations and warranties made by the
Borrower and contained in the Loan Agreement (other than those which
expressly relate to a prior period) are true and correct in all
material respects as of the date of this Fifth Amendment; and
(ii) No Default or Potential Default currently exists and is
continuing under the Loan Agreement simultaneously with the execution
of this Fifth Amendment.
C. The Borrower will execute such additional documents as are
reasonably requested by the Agent to reflect the terms and conditions of this
Fifth Amendment.
D. Except as modified hereby and except for necessary
modifications to exhibits to bring such exhibits in conformity with the terms of
this Fifth Amendment, all of the terms and provisions of the Loan Agreement (and
Exhibits) remain in full force and effect.
E. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this Fifth
Amendment, including without limitation the reasonable fees and expenses of the
Agent's legal counsel.
F. This Fifth Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Fifth Amendment
to produce or account for more than one such counterpart.
G. This Fifth Amendment and the Loan Agreement, as amended
hereby, shall be deemed to be contracts made under, and for all purposes shall
be construed in accordance with the laws of the State of Tennessee.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Fifth Amendment to be duly executed under seal and delivered as of the
date and year first above written.
BORROWER:
GENESCO INC.
a Tennessee corporation
By /s/ James S. Gulmi
------------------------------------------
Title Senior Vice President - Finance
---------------------------------------
BANKS:
BANK OF AMERICA, N.A.
individually in its capacity as a
Bank and in its capacity as Agent
By /s/ Timothy H. Spanos
------------------------------------------
Title Managing Director
---------------------------------------
BANK ONE, NA (Main Office -
Chicago, formerly known as
The First National Bank of
Chicago),
individually in its capacity as a Bank and
in its capacity as a Co-Agent
By /s/ Catherine A. Muszynski
------------------------------------------
Title Vice President
---------------------------------------
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EXHIBIT (21)
SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARIES OF THE COMPANY:
PLACE OF PERCENT OF VOTING SECURITIES
NAMES OF SUBSIDIARY INCORPORATION OWNED BY REGISTRANT
- ---------------------------------------------------------------------------------------------------------------------------------
Beagen Street Corporation Delaware 100
Flagg Bros. of Puerto Rico, Inc. Delaware 100
GCO Properties, Inc. Tennessee 100
Genesco Global, Inc. Delaware 100
Genesco Merger Company Inc. Tennessee 100
Genesco Netherlands BV Netherlands 100
Genesco Virgin Islands Virgin Islands 100
Genesco World Apparel, Ltd. Delaware 100
=================================================================================================================================
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EXHIBIT (24)
POWER OF ATTORNEY
The undersigned, certain of the officers and directors of Genesco Inc., a
Tennessee corporation ("Genesco"), do hereby constitute and appoint Roger G.
Sisson and James S. Gulmi, and any one of them, to act severally as
attorneys-in-fact for and in their respective names, places and steads, with
full power of substitution, to execute, sign and file with the Securities and
Exchange Commission the Annual Report on Form 10-K of Genesco for the fiscal
year ended January 29, 2000, and any and all amendments thereto; granting to
said attorneys-in-fact, and each of them, full power and authority to do and
perform every act and thing whatsoever requisite or necessary to be done in and
about the premises as fully to all intents and purposes as the undersigned or
any of them might or could do if personally present, and the undersigned do
hereby ratify and confirm all that said attorney-in-fact or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
EXECUTED as of this 23rd day of February, 2000.
/s/ Ben T. Harris /s/ James S. Gulmi
- --------------------------------------------- ---------------------------------------------
Ben T. Harris, Chairman, President and James S. Gulmi, Senior Vice President-Finance
Chief Executive Officer (Principal Financial Officer)
/s/ Hal N. Pennington /s/ Leonard L. Berry
- --------------------------------------------- ---------------------------------------------
Hal N. Pennington, Executive Vice President Leonard L. Berry, Director
and Chief Operating Officer and a Director
/s/ W. Lipscomb Davis, Jr. /s/ William A. Williamson, Jr.
- --------------------------------------------- ---------------------------------------------
W. Lipscomb Davis, Jr., Director William A. Williamson, Jr., Director
/s/ Joel C. Gordon /s/ William S. Wire II
- --------------------------------------------- ---------------------------------------------
Joel C. Gordon, Director William S. Wire II, Director
/s/ Kathleen Mason /s/ Gary M. Witkin
- --------------------------------------------- ---------------------------------------------
Kathleen Mason, Director Gary M. Witkin, Director
5
1,000
12-MOS
JAN-29-2000
JAN-31-1999
JAN-29-2000
10,732
47,128
22,864
926
109,815
214,999
119,756
51,095
301,165
76,992
103,500
0
7,882
21,715
78,645
301,165
573,720
573,720
316,628
316,628
0
247
8,152
41,943
16,021
25,922
0
0
0
25,922
1.14
1.05
1
EXHIBIT (99)
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
January 29, 2000 and January 30, 1999
2
March 17, 2000
To the Participants and Administrator
of the Genesco Employee Stock Purchase Plan
Report of Independent Accountants
In our opinion, the accompanying statement of financial condition and
the related statement of changes in plan equity present fairly, in all
material respects, the financial condition of the Genesco Employee
Stock Purchase Plan (the "Plan") at January 29, 2000 and January 30,
1999, and the changes in plan equity for each of the three years in the
period ended January 29, 2000 in conformity with accounting principles
generally accepted in the United States. These financial statements are
the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statement of Financial Condition
JANUARY 29, JANUARY 30,
ASSETS 2000 1999
------------------------------------------------------------------------------------------------------
Due from Genesco Inc. $209,817 $212,836
------------------------------------------------------------------------------------------------------
TOTAL ASSETS $209,817 $212,836
======================================================================================================
LIABILITIES AND PLAN EQUITY
Payable to withdrawn participants $ 1,506 $ 9,281
Plan equity 208,311 203,555
------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $209,817 $212,836
======================================================================================================
The accompanying Notes are an integral part of these Financial
Statements.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statement of Changes in Plan Equity
--------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
-----------------------------------------------------
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
--------------------------------------------------------------------------------------------------------
Employee contributions $ 576,081 $ 586,814 $ 629,482
Options exercised (539,494) (493,630) (565,719)
Distributions to withdrawn participants (31,831) (118,157) (51,880)
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in plan equity 4,756 (24,973) 11,883
Plan equity at beginning of period 203,555 228,528 216,645
--------------------------------------------------------------------------------------------------------
PLAN EQUITY AT END OF PERIOD $ 208,311 $ 203,555 $ 228,528
========================================================================================================
The accompanying Notes are an integral part of these Financial
Statements.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The records of the Genesco Employee Stock Purchase Plan (the "Plan") are
maintained on the accrual basis of accounting.
All expenses incurred in administration of the Plan are paid by Genesco Inc.
(the "Company") and are excluded from these financial statements.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingencies at the date of the financial statements and the reported amounts
of revenues and expenses during the period. Actual results could differ from
those estimates.
NOTE 2
THE PLAN
BACKGROUND AND SUMMARY
The following description of the Plan provides only general information.
Participants should refer to the Plan prospectus for a more complete description
of the Plan's provisions.
The Plan became effective October 1, 1995 to advance the interests of the
Company and its shareholders by attracting and retaining qualified employees and
by encouraging them to identify with shareholder interests through the
acquisition of shares of the Company's common stock.
ELIGIBILITY
Each employee whose total annual base salary is less than $100,000 and whose
customary employment is greater that 20 hours per week and greater than five
months per year is eligible to participate in the Plan if the employee has been
employed by the Company for at least six months prior to the grant date. The
Plan excludes statutory insiders and five percent shareholders.
CONTRIBUTIONS
Contributions to the Plan are solely from participating employees of the Company
who, through after-tax payroll deductions, may use their contributions to
purchase common stock of the Company at the end of a one-year option period. The
maximum number of shares available to any participant is the lesser of 2,000 a
year or that number of shares equal to $10,000 divided by the closing market
price of the common stock on the grant date or the exercise date. The maximum
contribution is the lesser of $8,500 a year or 15% of the participant's base pay
as of October 1. The minimum contribution is $250 per participant per year.
Shares will be purchased September 30 of the year following the October 1 grant
date with the initial grant date being October 1, 1995.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 2
THE PLAN, CONTINUED
An option enables the participant to purchase shares of the Company's common
stock at the lesser of 85% of the market value on the grant date or the exercise
date. Options are to be granted each year through and including October 1, 2004,
unless the board of directors, at its discretion, determines in advance that no
options are to be granted. The cumulative number of shares which may be
purchased under the Plan is 1,000,000. The options granted and rights thereto
may not be sold, assigned, pledged or otherwise transferred and may be exercised
during the lifetime of the participant only by the participant.
PARTICIPANT ACCOUNTS
Periodically throughout the year, each participant is provided with statements
reflecting the value of their account. Participant contributions are held by
Genesco Inc., which has an unfunded and unsecured obligation to the Plan.
At the exercise date, the Company issues stock that is transferred to a
brokerage firm and allocated among the participants according to the number of
options exercised by each participant.
VESTING
Participants are 100% vested in the value of their account and may withdraw from
the Plan at any time except during the period September 15 through September 30
which is the time that preparations are made for the issuance of the stock each
year.
If a participant is terminated for any reason other than retirement or death,
the participant's involvement in the Plan and any unexercised options
automatically terminate, and the participant will receive the account balance in
cash.
TERMINATION OF THE PLAN
The Company reserves the right to terminate the Plan at any time. In the event
of Plan termination, the balance of each participant's account shall be paid in
cash as soon as is reasonably practical.
PLAN ADMINISTRATOR
The Plan is to be administered by the compensation committee of the board of
directors or another designee of the board of directors.
REGULATORY MATTERS
The Plan is intended to qualify as an Employee Stock Purchase Plan within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended.
Accordingly, no income will result for federal income tax purposes when an
option is granted or exercised; however, income may result upon disposition of
the stock.
The Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 3
-------------------------------------------------------------------------------------------------------------------
OPTION PERIOD
-----------------------------------
10/01/99 10/01/98 10/01/97
TO TO TO
OPTIONS TO PURCHASE COMPANY STOCK TOTAL 09/30/00 09/30/99 09/30/98
-------------------------------------------------------------------------------------------------------------------
Estimated options granted - October 1, 1997 53,747 -0- -0- 53,747
Options exercised -0- -0- -0- -0-
Options withdrawn (1,793) -0- -0- (1,793)
-------------------------------------------------------------------------------------------------------------------
Options outstanding, January 31, 1998 51,954 -0- -0- 51,954
-------------------------------------------------------------------------------------------------------------------
Estimated options granted - October 1, 1998 143,852 -0- 143,852 -0-
Additional options granted at exercise date 71,369 -0- -0- 71,369
Options exercised (106,800) -0- -0- (106,800)
Options withdrawn (27,199) -0- (10,676) (16,523)
-------------------------------------------------------------------------------------------------------------------
Options outstanding, January 30, 1999 133,176 -0- 133,176 -0-
-------------------------------------------------------------------------------------------------------------------
Estimated options granted - October 1, 1999 59,763 59,763 -0- -0-
Additional options granted at exercise date 1,649 -0- 1,649 -0-
Options exercised (122,362) -0- (122,362) -0-
Options withdrawn (13,245) (782) (12,463) -0-
-------------------------------------------------------------------------------------------------------------------
Options outstanding, January 29, 2000 58,981 58,981 -0- -0-
===================================================================================================================
The cumulative options exercised as of January 29, 2000 are 428,258.
OPTION PERIOD
-----------------------------------
10/01/99 10/01/98 10/01/97
TO TO TO
09/30/00 09/30/99 09/30/98
-----------------------------------
85% of fair market value of stock at date of grant $10.31 $4.41 $12.38
Date of grant 10/1/99 10/1/98 10/1/97
85% of fair market value of stock at date of exercise N/A $10.63 $4.62
Exercise date 9/30/00 9/30/99 9/30/98
At the beginning of each option period, the Company estimates the
number of options to be granted based on participant contributions
and the current stock price. At the end of the option period, the
Company grants options to each plan participant. In the event plan
contributions, withdrawals or stock price are different than
originally estimated, additional or fewer options may be granted at
the end of the option period (exercise date).
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8
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 3, CONTINUED
-------------------------------------------------------------------------------------------------------------------
OPTION PERIOD
-----------------------------------
10/01/99 10/01/98 10/01/97
TO TO TO
NUMBER OF PARTICIPANTS TOTAL 09/30/00 09/30/99 09/30/98
-------------------------------------------------------------------------------------------------------------------
Enrollment - October 1, 1997 377 -0- -0- 377
Exercised options -0- -0- -0- -0-
Withdrawn (15) -0- -0- (15)
-------------------------------------------------------------------------------------------------------------------
Active, January 31, 1998 362 -0- -0- 362
-------------------------------------------------------------------------------------------------------------------
Enrollment - October 1, 1998 350 -0- 350 -0-
Exercised options (268) -0- -0- (268)
Withdrawn (119) -0- (25) (94)
-------------------------------------------------------------------------------------------------------------------
Active, January 30, 1999 325 -0- 325 -0-
-------------------------------------------------------------------------------------------------------------------
Enrollment - October 1, 1999 349 349 -0- -0-
Exercised options (287) -0- (287) -0-
Withdrawn (46) (8) (38) -0-
-------------------------------------------------------------------------------------------------------------------
Active, January 29, 2000 341 341 -0- -0-
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