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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): March 3, 2004
(March 3, 2004)
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
| Item 7. Financial Statements and Exhibits | ||||||||
| Item 12. Regulation FD Disclosure | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 PRESS RELEASE DATED MARCH 3, 2004 | ||||||||
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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 March 3, 2004 containing financial results for the quarter and fiscal year ended January 31, 2004 |
Item 12. Regulation FD Disclosure.
On March 3, 2004, Genesco Inc. issued a press release regarding its results of operations for the quarter and fiscal year ended January 31, 2004, 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: March 3, 2004
|
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 March 3, 2004 containing financial results for the quarter and fiscal year ended January 31, 2004 |
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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 FOURTH QUARTER AND FISCAL 2004 SALES AND EARNINGS --COMPANY REPORTS FOURTH QUARTER DILUTED EARNINGS PER SHARE BEFORE DISCONTINUED OPERATIONS OF $0.81-- NASHVILLE, Tenn., March 3, 2004 - Genesco Inc. (NYSE: GCO) today reported earnings before discontinued operations of $17.8 million, or $0.81 per diluted share, for the fourth quarter ended January 31, 2004. Items including retail store asset impairments and recognition of excess restructuring provisions and a tax benefit added a net $0.05 per diluted share to earnings before discontinued operations in the fourth quarter of fiscal 2004. Earnings before discontinued operations for the fourth quarter of fiscal 2003 were $14.2 million, or $0.56 per diluted share, including a charge of $0.06 per share primarily related to retail store asset impairments. Net earnings for the fourth quarter of fiscal 2004 were $16.9 million, or $0.77 per diluted share, compared with $14.0 million, or $0.55 per diluted share, for the previous fourth quarter. Net sales for the fourth quarter of fiscal 2004 were $253 million compared to $250 million for the fourth quarter of fiscal 2003. For the fiscal year ended January 31, 2004, earnings before discontinued operations were $29.7 million, or $1.33 per diluted share, compared to $36.4 million, or $1.47 per diluted share, for fiscal 2003. Earnings before discontinued operations for fiscal 2004 included net charges of $0.03 per share, primarily related to the items discussed above and expenses related to the refinancing of the Company's long-term debt in the second quarter. Earnings before discontinued operations for fiscal 2003 were reduced by $0.08 per share because of charges primarily related to retail store asset impairments. Net earnings for fiscal 2004 were $28.8 million, or $1.29 per 5
diluted share, compared to $36.3 million, or $1.47 per diluted share, for fiscal 2003. Net sales for fiscal 2004 were $837 million versus $828 million the previous year. Genesco President and Chief Executive Officer Hal N. Pennington, said, "We were very pleased to end the year on such a positive note. Throughout fiscal 2004 we worked hard to respond to challenges in the marketplace and we believe that our strong fourth quarter performance is an early indication that our strategies are working and our outlook is improving. As we head into fiscal 2005, our momentum is good, our inventories are fresh and we are excited about the opportunities that lie ahead. "During the quarter Journeys same store sales were flat, footwear unit comparable sales rose 6% and margins came in above our expectations, due primarily to lower than expected markdowns. So far in the new fiscal year, Journeys' comparable sales trends have improved, the decline in average selling price appears to be moderating, the retail environment seems to be improving and Journeys merchants are enthusiastic about fresh, new products in the marketplace. We believe that all of this bodes well for us in the new year. "Comparable store sales in the fourth quarter in the Underground Station/Jarman Group fell about 8%, compared to an increase of 9% last year, with Underground Station stores again performing better than the Jarman stores. As expected, the business was affected by a decline in demand for Euro-casual and utility-inspired products. Underground Station has implemented a number of initiatives to take advantage of the opportunities we see in its women's and fashion athletic businesses and to improve its overall position in the marketplace. Underground Station's comparable sales for the quarter to date have improved from fourth quarter levels. We have made the strategic decision to close 34 Jarman stores over the next 12 months and convert the remaining 62 stores to Underground Station stores as quickly as it is financially feasible to do so, subject to obtaining necessary approvals under the store leases. "Johnston & Murphy saw more benefits of its strategic repositioning in the fourth quarter, as changes in product mix and a less promotional stance improved average selling price in the Johnston & Murphy shops by 6% compared to the fourth quarter last year. Johnston & Murphy also did a good job managing expenses during the quarter and its inventories are well positioned 6
as it begins the new year. The positive feedback from retailers that we received at the recent World Shoe Association (WSA) tradeshow gives us confidence that Johnston & Murphy is successfully executing its plan. "Dockers Footwear sales were $12 million in the fourth quarter compared to $19 million for the same period last year. Despite the top line pressure, Dockers' operating margin increased by 2 percentage points. We continue to expect a rebound in Dockers' sales in the second half of this year." Genesco also stated that it is revising upward its fiscal 2005 guidance. The Company now expects sales between $901 million and $920 million and earnings per share from $1.37 to $1.44, including charges of approximately $0.09 per share associated with the planned closing of Jarman and other underperforming stores in fiscal 2005. The Company's guidance does not reflect the closing of its previously announced agreement to acquire Hat World Corporation, which the Company expects to consummate during the first quarter. Pennington concluded, "We remain committed to taking the necessary steps to help improve our operating platform and better position Genesco for long-term growth. We move forward focused on execution and excited about the future." This release contains forward-looking statements, including those regarding the Company's sales and earnings outlook, the anticipated acquisition of Hat World Corporation, 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 or other factors 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 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, the ability to negotiate acceptable arrangements for closing or converting Jarman stores, variations from expected pension-related charges caused by conditions in the 7
financial markets, and developments in litigation and environmental matters involving the Company. They also include the Company's ability to consummate the Hat World acquisition, including its ability to meet conditions to the transaction and to conclude financing for it and to obtain required regulatory approvals and the approval of Hat World's shareholders, and changes from anticipated levels in interest rates associated with the financing for the transaction and in the value of intangible assets to be acquired. 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 March 3, 2004, 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 fourth quarter and fiscal year ended January 31, 2004, and its current expectations for 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. 8
GENESCO INC. CONSOLIDATED EARNINGS SUMMARY Fourth Quarter Fiscal Year Ended -------------- ----------------- In Thousands 2004 2003 2004 2003 - ------------ ---- ---- ---- ---- Net sales $ 252,672 $ 249,715 $ 837,379 $ 828,307 Cost of sales 134,603 133,477 448,601 438,231 Selling and administrative expenses 89,209 88,744 332,559 320,833 Restructuring and other charges 1,040 2,549 901 2,549 --------- --------- --------- --------- Earnings from operations before interest and other 27,820 24,945 55,318 66,694 Loss on early retirement of debt - - 2,581 - Interest expense, net 1,598 2,114 7,289 7,870 --------- --------- --------- --------- EARNINGS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS 26,222 22,831 45,448 58,824 Income tax expense 8,392 8,658 15,760 22,379 --------- --------- --------- --------- Earnings from continuing operations 17,830 14,173 29,688 36,445 Provision for discontinued operations, net (888) (165) (888) (165) --------- --------- --------- --------- NET EARNINGS $ 16,942 $ 14,008 $ 28,800 $ 36,280 ========= ========= ========= ========= EARNINGS PER SHARE INFORMATION Fourth Quarter Fiscal Year Ended -------------- ----------------- In Thousands (except per share amounts) 2004 2003 2004 2003 - --------------------------------------- ---- ---- ---- ---- Preferred dividend requirements $ 73 $ 73 $ 294 $ 294 Average common shares - Basic EPS 21,721 21,710 21,742 21,821 Basic earnings per share: Before discontinued operations $ 0.82 $ 0.65 $ 1.35 $ 1.66 Net earnings $ 0.78 $ 0.64 $ 1.31 $ 1.65 Average common and common equivalent shares - Diluted EPS 22,098 26,988 22,042 27,152 Diluted earnings per share: Before discontinued operations $ 0.81 $ 0.56 $ 1.33 $ 1.47 Net earnings $ 0.77 $ 0.55 $ 1.29 $ 1.47
GENESCO INC. CONSOLIDATED EARNINGS SUMMARY Fourth Quarter Fiscal Year Ended -------------- ----------------- In Thousands 2004 2003 2004 2003 - ------------ ---- ---- ---- ---- Sales: Journeys $ 151,128 $ 139,566 $ 468,919 $ 436,498 Underground Station/Jarman Group 47,521 48,129 147,812 147,926 Johnston & Murphy 41,727 43,000 160,095 165,269 Dockers 12,241 18,979 60,274 78,497 Corporate and Other 55 41 279 117 --------- --------- --------- --------- NET SALES $ 252,672 $ 249,715 $ 837,379 $ 828,307 ========= ========= ========= ========= Pretax Earnings (Loss): Journeys $ 26,065 $ 22,050 $ 54,823 $ 53,214 Underground Station/Jarman Group 4,975 5,656 8,156 12,096 Johnston & Murphy 1,589 2,806 4,018 9,270 Dockers 943 1,089 4,548 8,506 Corporate and Other* (5,752) (6,656) (16,227) (16,392) --------- --------- --------- --------- Operating income 27,820 24,945 55,318 66,694 Loss on early retirement of debt - - 2,581 - Interest, net 1,598 2,114 7,289 7,870 --------- --------- --------- --------- TOTAL PRETAX EARNINGS 26,222 22,831 45,448 58,824 Income tax expense 8,392 8,658 15,760 22,379 --------- --------- --------- --------- Earnings from continuing operations 17,830 14,173 29,688 36,445 Provision for discontinued operations (888) (165) (888) (165) --------- --------- --------- --------- NET EARNINGS $ 16,942 $ 14,008 $ 28,800 $ 36,280 ========= ========= ========= ========= *Includes impairment charge of $2.8 million offset by $1.8 million excess restructuring provisions in the fourth quarter and year of Fiscal 2004 and includes impairment and other charges of $2.6 million in the fourth quarter and year of Fiscal 2003 and $0.6 million of professional fees, severance and litigation in Fiscal 2003.
GENESCO INC. CONSOLIDATED BALANCE SHEET JANUARY 31, FEBRUARY 1, In Thousands 2004 2003 - ------------ ---- ---- ASSETS Cash and cash equivalents $ 81,549 $ 55,929 Accounts receivable 12,515 19,412 Inventories 167,234 168,622 Other current assets 22,424 22,630 -------- -------- Total current assets 283,722 266,593 -------- -------- Property, equipment and capital leases 121,667 127,542 Other non-current assets 24,753 25,079 -------- -------- TOTAL ASSETS $430,142 $419,214 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 47,921 $ 43,660 Other current liabilities 44,405 44,606 -------- -------- Total current liabilities 92,326 88,266 -------- -------- Long-term debt 86,250 103,245 Other long-term liabilities 35,897 44,924 Shareholders' equity 215,669 182,779 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $430,142 $419,214 ======== ========
GENESCO INC. RETAIL UNITS OPERATED - TWELVE MONTHS ENDED JANUARY 31, 2004 BALANCE BALANCE 02/01/03 OPEN CONVERSIONS CLOSE 01/31/04 -------- ---- ----------- ----- -------- Journeys Group 614 55 0 4 665 Journeys 579 50 0 4 625 Journeys Kidz 35 5 0 0 40 Underground Station/Jarman Group 229 18 0 14 233 Underground Station 114 18 8 3 137 Jarman Retail 115 0 (8) 11 96 Johnston & Murphy 148 7 0 7 148 Shops 115 5 0 5 115 Factory Outlets 33 2 0 2 33 --- -- -- -- ----- Total Retail Units 991 80 0 25 1,046 === == == == ===== RETAIL UNITS OPERATED - THREE MONTHS ENDED JANUARY 31, 2004 BALANCE BALANCE 11/01/03 OPEN CONVERSIONS CLOSE 01/31/04 -------- ---- ----------- ----- -------- Journeys Group 658 8 0 1 665 Journeys 618 8 0 1 625 Journeys Kidz 40 0 0 0 40 Underground Station/Jarman Group 237 4 0 8 233 Underground Station 132 4 2 1 137 Jarman Retail 105 0 (2) 7 96 Johnston & Murphy 152 2 0 6 148 Shops 118 2 0 5 115 Factory Outlets 34 0 0 1 33 ----- -- --- -- ----- Total Retail Units 1,047 14 0 15 1,046 ===== == === == ===== CONSTANT STORE SALES Three Months Ended Twelve Months Ended ------------------ ------------------- JANUARY 31, February 1, JANUARY 31, February 1, 2004 2003 2004 2003 ---- ---- ---- ---- Journeys 0% 1% -1% 0% Underground Station/Jarman Group -8% 9% -6% 14% Underground Station -7% 17% -1% 18% Jarman Retail -9% 3% -11% 12% Johnston & Murphy -1% -3% -1% 0% Shops -3% -2% -3% 0% Factory Outlets 9% -7% 4% -1% -- -- -- -- Total Constant Store Sales -2% 2% -2% 3% == == == ==