Attached files
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EX-24 - POWER OF ATTORNEY - GENESCO INC | d275497dex24.htm |
EX-21 - SUBSIDIARIES OF THE COMPANY - GENESCO INC | d275497dex21.htm |
EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER - GENESCO INC | d275497dex321.htm |
EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER - GENESCO INC | d275497dex311.htm |
10-K - FORM 10-K - GENESCO INC | d275497d10k.htm |
EX-32.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER - GENESCO INC | d275497dex322.htm |
EX-31.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER - GENESCO INC | d275497dex312.htm |
EX-10.F - AMENDED AND RESTATED EVA INCENTIVE COMPENSATION PLAN - GENESCO INC | d275497dex10f.htm |
Exhibit 99
AUDITED FINANCIAL STATEMENTS
Genesco Employee Stock Purchase Plan
As of January 28, 2012 and January 29, 2011 and for Each of the Three Fiscal
Years in the Period Ended January 28, 2012 with
Report of Independent Registered Public Accounting Firm
Genesco Employee Stock Purchase Plan
Audited Financial Statements
As of January 28, 2012 and January 29, 2011 and for Each of the Three Fiscal
Years in the Period Ended January 28, 2012
Contents
Report of Independent Registered Public Accounting Firm |
1 | |||
Audited Financial Statements |
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Statements of Financial Condition |
2 | |||
Statements of Changes in Plan Equity |
3 | |||
Notes to Financial Statements |
4 |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator
of the Genesco Employee Stock Purchase Plan
We have audited the accompanying statements of financial condition of the Genesco Employee Stock Purchase Plan as of January 28, 2012 and January 29, 2011 and the related statements of changes in plan equity for each of the three fiscal years in the period ended January 28, 2012. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plans internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Genesco Employee Stock Purchase Plan at January 28, 2012 and January 29, 2011, and the changes in plan equity for each of the three fiscal years in the period ended January 28, 2012, in conformity with U. S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 28, 2012
-1-
Genesco Employee Stock Purchase Plan
Statements of Financial Condition
January 28, 2012 |
January 29, 2011 |
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Assets |
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Due from Genesco Inc. |
$ | 71,385 | $ | 61,147 | ||||
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Total Assets |
$ | 71,385 | $ | 61,147 | ||||
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Liabilities and Plan Equity |
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Plan equity |
$ | 71,385 | $ | 61,147 | ||||
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Total Liabilities and Plan Equity |
$ | 71,385 | $ | 61,147 | ||||
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See accompanying notes.
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Genesco Employee Stock Purchase Plan
Statements of Changes in Plan Equity
For the Fiscal Year Ended | ||||||||||||
January 28, 2012 |
January 29, 2011 |
January 30, 2010 |
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Employee contributions |
$ | 175,363 | $ | 153,424 | $ | 143,062 | ||||||
Options exercised |
(132,997 | ) | (120,073 | ) | (99,467 | ) | ||||||
Distributions to withdrawn participants |
(32,128 | ) | (28,852 | ) | (40,537 | ) | ||||||
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Net increase in plan equity |
10,238 | 4,499 | 3,058 | |||||||||
Plan equity at beginning of year |
61,147 | 56,648 | 53,590 | |||||||||
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Plan Equity at End of Year |
$ | 71,385 | $ | 61,147 | $ | 56,648 | ||||||
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See accompanying notes.
-3-
Genesco Employee Stock Purchase Plan
Notes to Financial Statements
Note 1
Summary of Significant Accounting Policies
Basis of Accounting
The records of the Genesco Employee Stock Purchase Plan (the Plan) are prepared on the accrual basis of accounting.
Administrative Expenses
All expenses incurred in administration of the Plan are paid by Genesco Inc. (the Company) and are excluded from these financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires Plan management to make estimates that affect the reported amounts of Plan assets and liabilities and disclosure of any contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in Plan equity during the period. Actual results could differ from those estimates and the differences could be material.
Note 2
The Plan
Background and Summary
The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plans 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 Companys common stock.
Eligibility
Each employee who is not a highly compensated employee as described in Section 414(a) of the Internal Revenue Code of 1986 (the Code), 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 $9,500 a year or 15% of the participants 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. The initial grant date was October 1, 1995.
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Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Note 2
The Plan, Continued
The participant will purchase shares of the Companys common stock at 95% of the market price on the exercise date. Options are to be granted each year, unless the Board of Directors of the Company, 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.
Participant Accounts
Periodically throughout the year, each participant is provided with statements reflecting the value of his or her account. Participant contributions are held by the Company, which has an unsecured obligation to the Plan.
At the exercise date, the Company issues stock that is transferred to a brokerage firm and distributed 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, disability or death, the participants 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 participants 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 Companys Board of Directors or another designee of the Board of Directors.
Income Tax Status
The Plan is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Code, as amended. Issuance of shares under this Plan are not intended to result in taxable income to participants in the Plan based on provisions of the Code. 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. Management believes that the Plan is operating in compliance with the Code and, therefore, no provision for income taxes has been reflected in the accompanying financial statements.
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Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Note 2
The Plan, Continued
Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of January 28, 2012, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.
Note 3
Options to Purchase Company Stock
Option Period | ||||||||||||||||
Options to Purchase Company Stock |
Total | 10/01/11 to 09/30/12 |
10/01/10 to 09/30/11 |
10/01/09 to 09/30/10 |
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Options outstanding, January 30, 2010 |
6,663 | -0- | -0- | 6,663 | ||||||||||||
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Estimated options granted October 1, 2010 |
4,664 | -0- | 4,664 | -0- | ||||||||||||
Less options granted at exercise date |
(1,301 | ) | -0- | -0- | (1,301 | ) | ||||||||||
Options exercised |
(4,230 | ) | -0- | -0- | (4,230 | ) | ||||||||||
Options withdrawn |
(1,132 | ) | -0- | -0- | (1,132 | ) | ||||||||||
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Options outstanding, January 29, 2011 |
4,664 | -0- | 4,664 | -0- | ||||||||||||
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Estimated options granted October 1, 2011 |
3,655 | 3,655 | -0- | -0- | ||||||||||||
Less options granted at exercise date |
(943 | ) | -0- | (943 | ) | -0- | ||||||||||
Options exercised |
(2,717 | ) | -0- | (2,717 | ) | -0- | ||||||||||
Options withdrawn |
(1,054 | ) | (50 | ) | (1,004 | ) | -0- | |||||||||
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Options outstanding, January 28, 2012 |
3,605 | 3,605 | -0- | -0- | ||||||||||||
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The cumulative options exercised as of January 28, 2012 are 684,099.
Option Period | ||||||||||||
10/01/11 to 09/30/12 |
10/01/10 to 09/30/11 |
10/01/09 to 09/30/10 |
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Date of grant |
10/01/11 | 10/01/10 | 10/01/09 | |||||||||
Exercise date |
09/30/12 | 09/30/11 | 9/30/10 | |||||||||
95% of fair market value of stock at date of exercise |
na | $ | 48.95 | $ | 28.39 |
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 the 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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Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Note 3
Options to Purchase Company Stock, Continued
Option Period | ||||||||||||||||
Number of Participants |
Total | 10/01/11 to 09/30/12 |
10/01/10 to 09/30/11 |
10/01/09 to 09/30/10 |
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Active, January 30, 2010 |
163 | -0- | -0- | 163 | ||||||||||||
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Enrollment October 1, 2010 |
171 | -0- | 171 | -0- | ||||||||||||
Exercised options |
(122 | ) | -0- | -0- | (122 | ) | ||||||||||
Withdrawn |
(41 | ) | -0- | -0- | (41 | ) | ||||||||||
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Active, January 29, 2011 |
171 | -0- | 171 | -0- | ||||||||||||
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Enrollment October 1, 2011 |
225 | 225 | -0- | -0- | ||||||||||||
Exercised options |
(140 | ) | -0- | (140 | ) | -0- | ||||||||||
Withdrawn |
(33 | ) | (2 | ) | (31 | ) | -0- | |||||||||
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Active, January 28, 2012 |
223 | 223 | -0- | -0- | ||||||||||||
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