Attached files

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EX-24 - POWER OF ATTORNEY - GENESCO INCd275497dex24.htm
EX-21 - SUBSIDIARIES OF THE COMPANY - GENESCO INCd275497dex21.htm
EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER - GENESCO INCd275497dex321.htm
EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER - GENESCO INCd275497dex311.htm
10-K - FORM 10-K - GENESCO INCd275497d10k.htm
EX-32.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER - GENESCO INCd275497dex322.htm
EX-31.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER - GENESCO INCd275497dex312.htm
EX-10.F - AMENDED AND RESTATED EVA INCENTIVE COMPENSATION PLAN - GENESCO INCd275497dex10f.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

  

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 Plan’s 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 Plan’s 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 Plan’s 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
 

Assets

     

Due from Genesco Inc.

   $ 71,385       $ 61,147   
  

 

 

    

 

 

 

Total Assets

   $ 71,385       $ 61,147   
  

 

 

    

 

 

 

Liabilities and Plan Equity

     

Plan equity

   $ 71,385       $ 61,147   
  

 

 

    

 

 

 

Total Liabilities and Plan Equity

   $ 71,385       $ 61,147   
  

 

 

    

 

 

 

See accompanying notes.

 

-2-


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
 

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
  

 

 

   

 

 

   

 

 

 

Net increase in plan equity

     10,238        4,499        3,058   

Plan equity at beginning of year

     61,147        56,648        53,590   
  

 

 

   

 

 

   

 

 

 

Plan Equity at End of Year

   $ 71,385      $ 61,147      $ 56,648   
  

 

 

   

 

 

   

 

 

 

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 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 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 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. The initial grant date was October 1, 1995.

 

-4-


Genesco Employee Stock Purchase Plan

Notes to Financial Statements (Continued)

Note 2

The Plan, Continued

The participant will purchase shares of the Company’s 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 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 Company’s 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.

 

-5-


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
 

Options outstanding, January 30, 2010

     6,663        -0-        -0-        6,663   
  

 

 

   

 

 

   

 

 

   

 

 

 

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
  

 

 

   

 

 

   

 

 

   

 

 

 

Options outstanding, January 29, 2011

     4,664        -0-        4,664        -0-   
  

 

 

   

 

 

   

 

 

   

 

 

 

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-   
  

 

 

   

 

 

   

 

 

   

 

 

 

Options outstanding, January 28, 2012

     3,605        3,605        -0-        -0-   
  

 

 

   

 

 

   

 

 

   

 

 

 

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
 

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).

 

-6-


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
 

Active, January 30, 2010

     163        -0-        -0-        163   
  

 

 

   

 

 

   

 

 

   

 

 

 

Enrollment – October 1, 2010

     171        -0-        171        -0-   

Exercised options

     (122     -0-        -0-        (122

Withdrawn

     (41     -0-        -0-        (41
  

 

 

   

 

 

   

 

 

   

 

 

 

Active, January 29, 2011

     171        -0-        171        -0-   
  

 

 

   

 

 

   

 

 

   

 

 

 

Enrollment – October 1, 2011

     225        225        -0-        -0-   

Exercised options

     (140     -0-        (140     -0-   

Withdrawn

     (33     (2     (31     -0-   
  

 

 

   

 

 

   

 

 

   

 

 

 

Active, January 28, 2012

     223        223        -0-        -0-   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

-7-