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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2003
(November 20, 2003)
GENESCO INC.
| Tennessee (State of Incorporation) |
1-3083 (Commission File No.) |
62-0211340 (IRS Employer I.D. No.) |
| 1415 Murfreesboro Road Nashville, Tennessee (Address of Principal Executive Office) |
37217-2895 (Zip code) |
Registrant’s telephone number, including area code: (615) 367-7000
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Ex-99.1 Press Release | ||||||||
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Item 7. Financial Statements and Exhibits.
| c) | Exhibits |
| Exhibit | ||
| No. | Description of Exhibit | |
| 99.1 | Genesco Inc.’s press release dated November 20, 2003 containing financial results for the quarter ended November 1, 2003 |
Item 12. Regulation FD Disclosure.
On November 20, 2003, Genesco Inc. issued a press release regarding its results of operations for the quarter ended November 1, 2003 and its financial condition as of that date. A copy of the press release is furnished herewith as Exhibit 99.1 and is not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in the Company’s filings under the Securities Act of 1933.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENESCO INC. | ||||
| Date: November 20, 2003 | By: | /s/ Roger G. Sisson | ||
| Name: | Roger G. Sisson | |||
| Title: | Vice President, Secretary and General Counsel | |||
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EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Genesco Inc.’s press release dated November 20, 2003 containing financial results for the quarter ended November 1, 2003 |
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EXHIBIT 99.1 FINANCIAL CONTACT: JAMES S. GULMI (615) 367-8325 MEDIA CONTACT: CLAIRE S. MCCALL (615) 367-8283 GENESCO REPORTS THIRD QUARTER SALES AND EARNINGS -- COMPANY REPORTS DILUTED EARNINGS PER SHARE OF $0.42; DISCUSSES EXPECTATIONS FOR FOURTH QUARTER AND FISCAL 2005 -- NASHVILLE, Tenn., Nov. 20, 2003 - Genesco Inc. (NYSE: GCO) today reported net earnings of $9.4 million, or $0.42 per diluted share, for the third quarter ended November 1, 2003, compared with net earnings of $10.1 million, or $0.41 per diluted share, for the third quarter last year. Net sales for the quarter were $212.5 million compared to $213.2 million for the third quarter of fiscal 2003. Genesco President and Chief Executive Officer Hal N. Pennington, said, "Better than expected gross margin and lower expenses enabled us to meet our earnings per share expectations for the quarter, even though sales were lower than we expected. Sales were affected by a combination of unseasonably warm weather throughout much of the country and a merchandise trend that extended the demand for athletic footwear later into the season, slowing the transition into seasonal casual shoes." "Journeys' same store sales declined approximately 1% for the quarter, versus a 1% gain for the same period a year ago, and comps at Underground Station fell about 7%, compared to an increase of more than 21% last year. Both businesses were affected by the late onset of fall weather and by the athletic fashion trend. In response, we have taken a number of steps to improve our position for the holiday and spring selling seasons. On the product front, we have increased our commitment in fashion athletic footwear and reduced our exposure in the more fashion-oriented casual shoe categories. We believe that colder weather will improve sales in our traditional casual shoe business and we are well positioned in those brands. In addition, we plan to be more aggressive with promotions to drive traffic and generate sales. The Jarman stores' comparable sales declined 11% in the quarter.
"Dockers Footwear's sales declined 24% during the quarter; however, we believe this business is stabilizing and we look forward to a rebound in sales late in the first half of next year. "Johnston & Murphy continues to make progress in its strategy of focusing on profitable sales and premium positioning. Accordingly, sales declined slightly, while both gross margin and operating income exceeded our expectations. In our Johnston & Murphy retail stores, same store sales rose 1% for the quarter. Average prices in the Johnston & Murphy shops increased 6%, again reflecting our focus on premium positioning and on dress casual styles." Due to current market conditions the Company is taking a more conservative outlook for the fourth quarter of fiscal 2004. The Company now expects fourth quarter sales to range between $251 million and $254 million and earnings per share to range from $0.63 to $0.67. The Company also expects fiscal 2004 sales to range between $836 million and $839 million and earnings per share to range from $1.16 to $1.20, including the loss of $0.08 per diluted share on the early retirement of convertible debt refinanced in the second quarter. For fiscal 2005, the Company expects sales to range between $911 million and $916 million and earnings per share to range from $1.36 to $1.41. Pennington concluded, "In this dynamic environment we believe our commitment to understanding our customer is more important than ever. Fortunately, we have the flexibility to move quickly in response to market changes. We remain confident that our brands continue to resonate with consumers and our concepts continue to occupy a compelling position in the marketplace." This release contains forward-looking statements, including those regarding the Company's sales and earnings outlook and all other statements not addressing solely historical facts or present conditions. Actual results could turn out materially different from the expectations reflected in these statements. A number of factors could cause differences. These include weakness in consumer demand for products sold by the Company, fashion trends that affect the sales or product margins of the Company's retail product offerings, changes in buying patterns by significant wholesale customers, disruptions in product supply or distribution, further unfavorable trends in foreign exchange rates and other factors affecting the cost of products, changes in business 2
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 and to renew leases in existing stores on schedule and at acceptable expense levels, variations from expected pension-related charges caused by conditions in the financial markets, and the outcome of litigation and environmental matters involving the Company. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements. The Company's live conference call on November 20, 2003, at 10:00 a.m. (Central time) may be accessed through the Company's internet website, www.genesco.com. The Company expects to discuss results from the third quarter, and its current expectations for the fourth quarter and fiscal year ending January 31, 2004, and the fiscal year ending January 29, 2005 during the call. To listen live, please go to the website at least 15 minutes early to register, download and install any necessary software. Genesco, based in Nashville, sells footwear and accessories in more than 1,040 retail stores in the U.S., principally under the names Journeys, Journeys Kidz, Johnston & Murphy, Jarman and Underground Station, and on internet websites www.journeys.com and www.johnstonmurphy.com. The Company also sells footwear at wholesale under its Johnston & Murphy brand and under the licensed Dockers brand. Additional information on Genesco and its operating divisions may be accessed at its website www.genesco.com . 3
GENESCO INC. Table 1 CONSOLIDATED EARNINGS SUMMARY Three Months Ended Nine Months Ended ---------------------------- ----------------------------- NOVEMBER 1, November 2, NOVEMBER 1, November 2, In Thousands 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Net sales $ 212,483 $ 213,157 $ 584,707 $ 578,592 Cost of sales 113,355 112,318 313,998 304,754 Selling and administrative expenses 82,426 82,197 243,350 232,089 Restructuring adjustment (gain) -- -- (139) -- --------- --------- --------- --------- Earnings from operations before interest and other 16,702 18,642 27,498 41,749 Loss on early retirement of debt -- -- 2,581 -- Interest expense, net* 1,510 2,162 5,691 5,756 --------- --------- --------- --------- PRETAX EARNINGS 15,192 16,480 19,226 35,993 Income tax expense 5,780 6,373 7,368 13,721 --------- --------- --------- --------- NET EARNINGS $ 9,412 $ 10,107 $ 11,858 $ 22,272 ========= ========= ========= ========= EARNINGS PER SHARE INFORMATION Three Months Ended Nine Months Ended ---------------------------- ---------------------------- NOVEMBER 1, November 2, NOVEMBER 1, November 2, In Thousands (except per share amounts) 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Preferred dividend requirements $ 74 $ 73 $ 221 $ 221 Average common shares - Basic EPS 21,751 21,785 21,750 21,858 Basic net earnings per share $ 0.43 $ 0.46 $ 0.54 $ 1.01 Average common and common equivalent shares - Diluted EPS 22,081 26,985 22,055 27,207 Diluted net earnings per share $ 0.42 $ 0.41 $ 0.53 $ 0.92 * Includes $0.2 million additional net interest expense due to early retirement of debt for the nine months of Fiscal 2004. 4
GENESCO INC. CONSOLIDATED EARNINGS SUMMARY Three Months Ended Nine Months Ended ------------------------------- ------------------------------- NOVEMBER 1, November 2, NOVEMBER 1, November 2, In Thousands 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Sales: Journeys $ 121,602 $ 113,777 $ 317,791 $ 296,932 Underground Station/Jarman Group 34,996 36,415 100,291 99,797 Johnston & Murphy 38,760 40,363 118,368 122,269 Dockers 17,023 22,526 48,033 59,518 Corporate and Other 102 76 224 76 --------- --------- --------- --------- NET SALES $ 212,483 $ 213,157 $ 584,707 $ 578,592 ========= ========= ========= ========= Pretax Earnings (Loss): Journeys $ 16,484 $ 15,464 $ 28,758 $ 31,164 Underground Station/Jarman Group 1,390 2,637 3,181 6,440 Johnston & Murphy 455 992 2,429 6,464 Dockers 1,315 3,305 3,605 7,417 Corporate and Other* (2,942) (3,756) (10,475) (9,736) --------- --------- --------- --------- Operating income 16,702 18,642 27,498 41,749 Loss on early retirement of debt -- -- 2,581 -- Interest, net 1,510 2,162 5,691 5,756 --------- --------- --------- --------- TOTAL PRETAX EARNINGS 15,192 16,480 19,226 35,993 Income tax expense 5,780 6,373 7,368 13,721 --------- --------- --------- --------- NET EARNINGS $ 9,412 $ 10,107 $ 11,858 $ 22,272 ========= ========= ========= ========= * Includes $0.2 million of severance charges in the third quarter of Fiscal 2003 and a $0.1 million restructuring adjustment and $0.6 million of professional fees and severance charges in the nine months of Fiscal 2004 and 2003, respectively. 5
GENESCO INC. CONSOLIDATED BALANCE SHEET NOVEMBER 1, November 2, In Thousands 2003 2002 ----------- ----------- ASSETS Cash and short-term investments $ 44,306 $ 10,260 Accounts receivable 18,731 24,597 Inventories 205,918 199,773 Other current assets 25,364 29,140 -------- -------- Total current assets 294,319 263,770 -------- -------- Plant, equipment and capital leases 126,842 129,271 Other non-current assets 24,465 13,124 Non-currrent assets of discontinued operations* -- 1,140 -------- -------- TOTAL ASSETS $445,626 $407,305 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 78,318 $ 50,839 Other current liabilities 40,647 45,381 -------- -------- Total current liabilities 118,965 96,220 -------- -------- Long-term debt 86,275 103,271 Other long-term liabilities 45,802 25,578 Shareholders' equity 194,584 182,236 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $445,626 $407,305 ======== ======== * Non-current assets of discontinued operations include Volunteer Leather. 6
GENESCO INC. Table 2 RETAIL UNITS OPERATED - NINE MONTHS ENDED NOVEMBER 1, 2003 BALANCE BALANCE 02/01/03 OPEN CONVERSIONS CLOSE 11/01/03 -------- ---- ----------- ----- -------- Journeys 614 47 0 3 658 Journeys 579 42 0 3 618 Journeys Kidz 35 5 0 0 40 Underground Station/Jarman Group 229 14 0 6 237 Underground Station 114 14 6 2 132 Jarman Retail 115 0 (6) 4 105 Johnston & Murphy 148 5 0 1 152 Shops 115 3 0 0 118 Factory Outlets 33 2 0 1 34 --- -- -- -- ----- Total Retail Units 991 66 0 10 1,047 === == == == ===== RETAIL UNITS OPERATED - THREE MONTHS ENDED NOVEMBER 1, 2003 BALANCE BALANCE 08/02/03 OPEN CONVERSIONS CLOSE 11/01/03 -------- ---- ----------- ----- -------- Journeys 641 19 0 2 658 Journeys 603 17 0 2 618 Journeys Kidz 38 2 0 0 40 Underground Station/Jarman Group 235 4 0 2 237 Underground Station 125 4 3 0 132 Jarman Retail 110 0 (3) 2 105 Johnston & Murphy 152 1 0 1 152 Shops 117 1 0 0 118 Factory Outlets 35 0 0 1 34 ----- -- -- - ----- Total Retail Units 1,028 24 0 5 1,047 ===== == == = ===== CONSTANT STORE SALES Three Months Ended Nine Months Ended ------------------------- -------------------------- NOVEMBER 1, November 2, NOVEMBER 1, November 2, 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Journeys -1% 1% -1% -1% Underground Station/Jarman Group -9% 15% -5% 17% Underground Station -7% 21% 2% 19% Jarman Retail -11% 10% -12% 16% Johnston & Murphy 1% 4% -2% 1% Shops -1% 6% -3% 1% Factory Outlets 7% -2% 2% 1% -- -- -- -- Total Constant Store Sales -2% 4% -2% 3% == == == == 7