GENESCO INC - FORM 10-K - EX-99 - EXHIBIT 99 - April 2, 2014

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10-K - 10-K - GENESCO INCgcofy201410-k.htm
EX-10.B - EXHIBIT 10.B - GENESCO INCgenescoexhibit10bfy2014.htm
EX-21 - EXHIBIT 21 - GENESCO INCa201410-kexhibit21.htm
EX-31.1 - EXHIBIT 31.1 - GENESCO INCgenescoexhibit311q4fy14.htm
EX-32.2 - EXHIBIT 32.2 - GENESCO INCgenescoexhibit322q4fy14.htm
EX-31.2 - EXHIBIT 31.2 - GENESCO INCgenescoexhibit312q4fy14.htm
EX-24 - EXHIBIT 24 - GENESCO INCa201410-kexhibit24.htm
EX-32.1 - EXHIBIT 32.1 - GENESCO INCgenescoexhibit321q4fy14.htm


Exhibit (99)

    











AUDITED FINANCIAL STATEMENTS

Genesco Employee Stock Purchase Plan

As of February 1, 2014 and February 2, 2013 and for Each of the Three Fiscal
Years in the Period Ended February 1, 2014 with
Report of Independent Registered Public Accounting Firm







Genesco Employee Stock Purchase Plan

Audited Financial Statements

As of February 1, 2014 and February 2, 2013 and for Each of the Three Fiscal
Years in the Period Ended February 1, 2014


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 February 1, 2014 and February 2, 2013, and the related statements of changes in plan equity for each of the three fiscal years in the period ended February 1, 2014. 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 February 1, 2014 and February 2, 2013, and the changes in plan equity for each of the three fiscal years in the period ended February 1, 2014, in conformity with U. S. generally accepted accounting principles.
        
/s/ Ernst & Young LLP




Nashville, Tennessee
April 2, 2014







Genesco Employee Stock Purchase Plan
Statements of Financial Condition

 Assets
February 1,
2014

 
February 2, 2013

Due from Genesco Inc.
$
78,470

 
$
87,427

Total Assets
$
78,470

 
$
87,427

 
 
 
 
Liabilities and Plan Equity
 
 
 
Plan equity
$
78,470

 
$
87,427

Total Liabilities and Plan Equity
$
78,470

 
$
87,427

 
 
 
 

See accompanying notes.






























    

Genesco Employee Stock Purchase Plan
Statements of Changes in Plan Equity
 
For the Fiscal Year Ended
 
February 1,
2014

 
February 2,
2013

 
January 28,
2012

Employee contributions
$
216,174

 
$
210,090

 
$
175,363

Options exercised
(195,996
)
 
(157,242
)
 
(132,997
)
Distributions to withdrawn participants
(29,135
)
 
(36,806
)
 
(32,128
)
Net (decrease) increase in plan equity
(8,957
)
 
16,042

 
10,238

Plan equity at beginning of year
87,427

 
71,385

 
61,147

Plan Equity at End of Year
$
78,470

 
$
87,427

 
$
71,385


See accompanying notes.


















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 than 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.








        





Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)


Note 2
The Plan, Continued    

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 estimated grants were determined on October 1, 1995.

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.





Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)


Note 2
The Plan, Continued    

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

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 February 1, 2014, 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 2010.





Note 3
Options to Purchase Company Stock    

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).    

 
 
 
Option Period
Options to Purchase Common Stock
 Total

 
10/01/13
to
09/30/14

 
10/01/12 to
09/30/13

 
10/01/11
to
09/30/12

Estimated options to be granted, January 28, 2012
3,605

 
0

 
0

 
3,605

Estimated options to be granted - October 1, 2012
3,972

 
0

 
3,972

 
0

Adjustment to estimated options to be granted
(318
)
 
0

 
0

 
(318
)
Options exercised
(2,463
)
 
0

 
0

 
(2,463
)
Options withdrawn
(901
)
 
0

 
(77
)
 
(824
)
Estimated options to be granted, February 2, 2013
3,895

 
0

 
3,895

 
0

Estimated options to be granted - October 1, 2013
3,635

 
3,635

 
0

 
0

Adjustment to estimated options to be granted
(22
)
 
0

 
(22
)
 
0

Options exercised
(3,146
)
 
0

 
(3,146
)
 
0

Options withdrawn
(860
)
 
(133
)
 
(727
)
 
0

Estimated options to be granted, February 1, 2014
3,502

 
3,502

 
0

 
0


The cumulative options exercised as of February 1, 2014, are 689,708.





Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)


Note 3
Options to Purchase Company Stock, Continued    

 
 
Option Period
 
10/01/13
to
09/30/14
 
10/01/12 to
09/30/13
 
10/01/11
to
09/30/12
Enrollment date
10/01/13
 
10/01/12
 
10/01/11
Exercise date
09/30/14
 
09/30/13
 
09/30/12
95% of fair market value of stock at date of exercise
NA
 
$62.30
 
$63.39

The table below includes a rollforward of participants based on actual exercises and withdrawals for the option period.

 
 
 
Option Period
Number of Participants
Total

 
10/01/13
to
09/30/14

 
10/01/12 to
09/30/13

 
10/01/11
to
09/30/12

Active, January 28, 2012
223

 
0

 
0

 
223

Enrollment - October 1, 2012
280

 
0

 
280

 
0

Exercised options
(172
)
 
0

 
0

 
(172
)
Withdrawn
(56
)
 
0

 
(5
)
 
(51
)
Active, February 2, 2013
275

 
0

 
275

 
0

Enrollment - October 1, 2013
258

 
258

 
0

 
0

Exercised options
(198
)
 
0

 
(198
)
 
0

Withdrawn
(92
)
 
(15
)
 
(77
)
 
0

Active, February 1, 2014
243

 
243

 
0

 
0









    



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