GENESCO INC - 10-Q Quarterly Report

GENESCO


(Mark One)		Form 10-Q
þ		Quarterly Report Pursuant To
		Section 13 or 15(d) of the
		Securities Exchange Act of 1934
		For Quarter Ended
		May 3, 2003

o		Transition Report Pursuant To
		Section 13 or 15(d) of the
		Securities Exchange Act of 1934

		Securities and Exchange Commission
		Washington, D.C. 20549
		Commission File No. 1-3083



		Genesco Inc.
		A Tennessee Corporation
		I.R.S. No. 62-0211340
		Genesco Park
		1415 Murfreesboro Road
		Nashville, Tennessee 37217-2895
		Telephone 615/367-7000


		Indicate by check mark whether the registrant (1) has filed
		all reports required to be filed by Section 13 or 15(d) of the
		Securities Exchange Act of 1934 during the preceding 12
		months (or for such shorter period that the registrant was
		required to file such reports) and (2) has been subject to such
		filing requirements for the past 90 days.
		Yes [ü] No [ ]


		Indicate by check mark whether the registrant is an accelerated
		filer (as defined in Rule 12b-2 of the Exchange Act).
		Yes [ü] No [ ]

Common Shares Outstanding June 6, 2003 – 21,745,410

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
	Item 1. Financial Statements
		Consolidated Balance Sheet
		Consolidated Earnings
		Consolidated Cash Flows
		Consolidated Shareholders’ Equity
		Notes to Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II - OTHER INFORMATION
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATIONS
Section 906 Certification of the CEO
Section 906 Certification of the CFO

INDEX


		Page

Part I. Financial Information
Item 1. Financial Statements (unaudited):
	Consolidated Balance Sheet — May 3, 2003, February 1, 2003 and May 4, 2002		3
	Consolidated Earnings — Three Months Ended May 3, 2003 and May 4, 2002		4
	Consolidated Cash Flows — Three Months Ended May 3, 2003 and May 2, 2002		5
	Consolidated Shareholders’ Equity — Year Ended February 1, 2003 and Three Months Ended May 3, 2003		6
	Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
Item 4. Controls and Procedures			28
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K			30
Signature			31
Certifications			32

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Genesco Inc.

and Consolidated Subsidiaries

Consolidated Balance Sheet

In Thousands


					May 3,			February 1,			May 4,
					2003			2003			2002

Assets
*Current Assets*
Cash and cash equivalents					$	57,671		$	55,929		$	44,266
Accounts receivable						19,394			19,412			22,513
Inventories						163,769			168,622			143,448
Deferred income taxes						11,658			11,909			14,807
Other current assets						14,181			13,559			12,584

Total current assets						266,673			269,431			237,618

Plant, equipment and capital leases						126,979			127,542			125,419
Deferred income taxes						17,787			17,787			8,611
Other noncurrent assets						4,545			4,454			4,829
Noncurrent assets of discontinued operations						-0-			-0-			499

Total Assets					$	415,984		$	419,214		$	376,976

Liabilities and Shareholders’ Equity
*Current Liabilities*
Accounts payable					$	41,694		$	43,660		$	38,243
Accrued liabilities						37,623			43,263			36,942
Provision for discontinued operations						668			1,343			3,060

Total current liabilities						79,985			88,266			78,245

Long-term debt						103,245			103,245			103,245
Other long-term liabilities						46,210			44,924			24,416
Provision for discontinued operations						-0-			-0-			91

Total liabilities						229,440			236,435			205,997

Contingent liabilities (see Note 8)
*Shareholders’ Equity*
	Non-redeemable preferred stock					7,594			7,599			7,626
	Common shareholders’ equity:
		Common stock, $1 par value:
			Authorized: 80,000,000 shares
			Issued/Outstanding:
				May 3, 2003 – 22,233,874/21,745,410;
				February 1, 2003 – 22,221,566/21,733,102;
				May 4, 2002 – 22,403,893/21,915,429		22,234			22,222			22,404
		Additional paid-in capital				97,591			97,488			99,824
		Retained earnings				107,042			103,779			75,921
		Accumulated other comprehensive loss				(30,060	)		(30,452	)		(16,939	)
		Treasury shares, at cost				(17,857	)		(17,857	)		(17,857	)

Total shareholders’ equity						186,544			182,779			170,979

Total Liabilities and Shareholders’ Equity					$	415,984		$	419,214		$	376,976

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Genesco Inc.

and Consolidated Subsidiaries

Consolidated Earnings

Three Months Ended

In Thousands, except per share amounts


		May 3,			May 4,
		2003			2002

Net sales		$	192,746		$	190,593
Cost of sales			104,654			100,445
Selling and administrative expenses			80,653			75,226

Earnings from operations before interest			7,439			14,922

	Interest expense		2,206			1,965
	Interest income		(174	)		(293	)

Total interest expense, net			2,032			1,672

Pretax earnings			5,407			13,250
Income taxes			2,070			5,048

Net Earnings		$	3,337		$	8,202

Basic net earnings per common share		$	0.15		$	0.37
Diluted net earnings per common share		$	0.15		$	0.33

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Genesco Inc.

and Consolidated Subsidiaries

Three Months Ended

Consolidated Cash Flows

In Thousands


			May 3,			May 4,
			2003			2002

OPERATIONS:
Net earnings			$	3,337		$	8,202
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation				5,109			4,362
Provision for losses on accounts receivable				160			39
Other				271			285
Effect on cash of changes in working capital and other assets and liabilities:
		Accounts receivable		(178	)		(2,695	)
		Inventories		4,853			(592	)
		Other current assets		(622	)		133
		Accounts payable and accrued liabilities		(7,638	)		4,669
		Other assets and liabilities		940			(22	)

Net cash provided by operating activities				6,232			14,381

INVESTING ACTIVITIES:
	Capital expenditures			(4,647	)		(17,363	)
	Proceeds from asset sales			153			-0-

Net cash used in investing activities				(4,494	)		(17,363	)

FINANCING ACTIVITIES:
	Stock repurchase			(31	)		-0-
	Dividends paid			(74	)		(74	)
	Options exercised			109			932
	Other			-0-			6

Net cash provided by financing activities				4			864

Net Cash Flow				1,742			(2,118	)
Cash and cash equivalents at beginning of period				55,929			46,384

Cash and cash equivalents at end of period			$	57,671		$	44,266

Supplemental Cash Flow Information:
Net cash paid for:
	Interest		$	3,447		$	3,489
	Income taxes			3,046			363

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Genesco Inc.

and Consolidated Subsidiaries

Consolidated Shareholders’ Equity

In Thousands


	Total
	Non-Redeemable						Additional
	Preferred			Common			Paid-In			Treasury
	Stock			Stock			Capital			Stock

Balance February 2, 2002	$	7,634		$	22,331		$	98,622		$	(17,857	)

Net earnings		-0-			-0-			-0-			-0-
Dividends paid		-0-			-0-			-0-			-0-
Exercise of options		-0-			122			1,443			-0-
Issue shares - Employee Stock Purchase Plan		-0-			49			533			-0-
Tax effect of exercise of stock options		-0-			-0-			516			-0-
Stock repurchases		-0-			(286	)		(3,758	)		-0-
Gain on foreign currency forward contracts (net of tax of $0.3 million)		-0-			-0-			-0-			-0-
Minimum pension liability adjustment (net of tax benefit of $8.7 million)		-0-			-0-			-0-			-0-
Other		(35	)		6			132			-0-
Comprehensive income

Balance February 1, 2003		7,599			22,222			97,488			(17,857	)

Net earnings		-0-			-0-			-0-			-0-
Dividends paid		-0-			-0-			-0-			-0-
Exercise of options		-0-			9			100			-0-
Tax effect of exercise of stock options		-0-			-0-			4			-0-
Stock repurchases		-0-			(3	)		(29	)		-0-
Gain on foreign currency forward contracts (net of tax of $0.2 million)		-0-			-0-			-0-			-0-
Other		(5	)		6			28			-0-
Comprehensive income

Balance May 3, 2003	$	7,594		$	22,234		$	97,591		$	(17,857	)

[Additional columns below]

Accumulated Total

Other Share-

Retained Comprehensive Comprehensive holders'

Earnings Loss Income Equity

Balance February 2, 2002
$ 67,793 $ (17,336 ) $ 161,187

Net earnings
36,280 -0- $ 36,280 36,280

Dividends paid
(294 ) -0- -0- (294 )

Exercise of options
-0- -0-

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


				Accumulated					Total
				Other					Share-
	Retained			Comprehensive			Comprehensive		holders'
	Earnings			Loss			Income		Equity

Balance February 2, 2002	$	67,793		$	(17,336	)			$	161,187

Net earnings		36,280			-0-		$	36,280		36,280
Dividends paid		(294	)		-0-			-0-		(294	)
Exercise of options		-0-			-0-