Attached files
file | filename |
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10-K - FORM 10-K - GENESCO INC | g22711e10vk.htm |
EX-24 - EX-24 - GENESCO INC | g22711exv24.htm |
EX-21 - EX-21 - GENESCO INC | g22711exv21.htm |
EX-10.S - EX-10.S - GENESCO INC | g22711exv10ws.htm |
EX-31.2 - EX-31.2 - GENESCO INC | g22711exv31w2.htm |
EX-32.1 - EX-32.1 - GENESCO INC | g22711exv32w1.htm |
EX-10.T - EX-10.T - GENESCO INC | g22711exv10wt.htm |
EX-10.F - EX-10.F - GENESCO INC | g22711exv10wf.htm |
EX-31.1 - EX-31.1 - GENESCO INC | g22711exv31w1.htm |
EX-32.2 - EX-32.2 - GENESCO INC | g22711exv32w2.htm |
Exhibit 99
AUDITED FINANCIAL STATEMENTS
Genesco Employee Stock Purchase Plan
As of January 30, 2010 and January 31, 2009 and for Each of the Three Fiscal
Years in the Period Ended January 30, 2010 with
Report of Independent Registered Public Accounting Firm
As of January 30, 2010 and January 31, 2009 and for Each of the Three Fiscal
Years in the Period Ended January 30, 2010 with
Report of Independent Registered Public Accounting Firm
Genesco Employee Stock Purchase Plan
Audited Financial Statements
As of
January 30, 2010 and January 31, 2009 and for Each
of the Three Fiscal Years in the Period Ended January 30, 2010
of the Three Fiscal Years in the Period Ended January 30, 2010
Contents
Report of Independent Registered Public Accounting Firm |
1 | |||
Audited Financial Statements |
||||
Statements of Financial Condition |
2 | |||
Statements of Income and 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
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 30, 2010 and January 31, 2009 and the related statements
of income and changes in plan equity for each of the three fiscal years in the period
ended January 30, 2010. 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
30, 2010 and January 31, 2009, and the income and changes in plan equity for
each of the three fiscal years in the period ended January 30, 2010, in conformity
with U. S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 31, 2010
March 31, 2010
-1-
Genesco Employee Stock Purchase Plan
Statements of Financial Condition
Statements of Financial Condition
January 30, | January 31, | |||||||
Assets | 2010 | 2009 | ||||||
Due from Genesco Inc. |
$ | 56,648 | $ | 53,590 | ||||
Total Assets |
$ | 56,648 | $ | 53,590 | ||||
Liabilities and Plan Equity |
||||||||
Plan equity |
$ | 56,648 | $ | 53,590 | ||||
Total Liabilities and Plan Equity |
$ | 56,648 | $ | 53,590 | ||||
See accompanying notes.
-2-
Genesco Employee Stock Purchase Plan
Statements of Income and Changes in Plan Equity
Statements of Income and Changes in Plan Equity
For the Fiscal Year Ended | ||||||||||||
January 30, | January 31, | February 2, | ||||||||||
2010 | 2009 | 2008 | ||||||||||
Employee contributions |
$ | 143,062 | $ | 121,300 | $ | 185,981 | ||||||
Options exercised |
(99,467 | ) | (54,420 | ) | (210,920 | ) | ||||||
Distributions to withdrawn participants |
(40,537 | ) | (13,290 | ) | (98,228 | ) | ||||||
Net increase (decrease) in plan equity |
3,058 | 53,590 | (123,167 | ) | ||||||||
Plan equity at beginning of year |
53,590 | -0- | 123,167 | |||||||||
Plan Equity at End of Year |
$ | 56,648 | $ | 53,590 | $ | -0- | ||||||
See accompanying notes.
-3-
Genesco Employee Stock Purchase Plan
Notes to Financial Statements
Notes to Financial Statements
Note 1
Summary of Significant Accounting Policies
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
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.
On June 17, 2007, the Company entered into the Agreement and Plan of Merger (the Merger
Agreement) with The Finish Line, Inc. (Finish Line), in which Finish Line agreed to
purchase all of the outstanding shares of the Company. As a result of the then-pending
Merger Agreement, the Company amended the Plan effective September 28, 2007 to suspend
participant contributions to the Plan, to suspend any future Plan years and option periods,
and to terminate the Plan upon the effective time of the Merger Agreement. The amended
Plan also stated that if the Merger Agreement was terminated for any reason prior to the
effective date, a new Plan year and option period would begin and participant contributions
would recommence, on the first day of the month following the month in which the
termination occurs. The Merger Agreement was terminated in March 2008. A new short Plan
year commenced on April 1, 2008.
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.
-4-
Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Notes to Financial Statements (Continued)
Note 2
The Plan, Continued
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
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.
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 through and including
October 1, 2010, 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. No participant contributions
were accepted by the Company under the Plan, as amended, from September 28, 2007 through
March 31, 2008. Contributions began again April 1, 2008 with the beginning of a new short
Plan year as a result of the termination of the Merger Agreement.
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.
-5-
Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Notes to Financial Statements (Continued)
Note 2
The Plan, Continued
The Plan, Continued
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.
Note 3
Options to Purchase Company Stock
Options to Purchase Company Stock
Due to the Plan amendment effective September 28, 2007, the Plan applied accumulated
contributions of persons participating in the Plan on September 28, 2008 to purchase
Company common stock. A new short Plan year began April 1, 2008.
Option Period | ||||||||||||||||
10/01/09 | 10/01/08 | 04/01/08 | ||||||||||||||
to | to | to | ||||||||||||||
Options to Purchase Company Stock | Total | 09/30/10 | 09/30/09 | 09/30/08 | ||||||||||||
Options outstanding, February 2, 2008 |
-0- | -0- | -0- | -0- | ||||||||||||
Estimated options granted April 1, 2008 |
2,003 | -0- | -0- | 2,003 | ||||||||||||
Estimated options granted October 1, 2008 |
9,567 | -0- | 9,567 | -0- | ||||||||||||
Less options granted at exercise date |
(49 | ) | -0- | -0- | (49 | ) | ||||||||||
Options exercised |
(1,711 | ) | -0- | -0- | (1,711 | ) | ||||||||||
Options withdrawn |
(243 | ) | -0- | -0- | (243 | ) | ||||||||||
Options outstanding, January 31, 2009 |
9,567 | -0- | 9,567 | -0- | ||||||||||||
Estimated options granted October 1, 2009 |
6,663 | 6,663 | -0- | -0- | ||||||||||||
Less options granted at exercise date |
(2,961 | ) | -0- | (2,961 | ) | -0- | ||||||||||
Options exercised |
(4,350 | ) | -0- | (4,350 | ) | -0- | ||||||||||
Options withdrawn |
(2,256 | ) | -0- | (2,256 | ) | -0- | ||||||||||
Options outstanding, January 30, 2010 |
6,663 | 6,663 | -0- | -0- | ||||||||||||
The cumulative options exercised as of January 30, 2010 are 677,152.
-6-
Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Notes to Financial Statements (Continued)
Note 3
Options to Purchase Company Stock, Continued
Options to Purchase Company Stock, Continued
Option Period | ||||||||||||
10/01/09 | 10/01/08 | 04/01/08 | ||||||||||
to | to | to | ||||||||||
09/30/10 | 09/30/09 | 09/30/08 | ||||||||||
Date of grant |
10/01/09 | 10/1/08 | 4/1/08 | |||||||||
Exercise date |
09/30/10 | 9/30/09 | 9/30/08 | |||||||||
95% of fair market value of stock at date of exercise |
na | $22.87 | $31.81 |
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 | ||||||||||||||||
10/01/09 | 10/01/08 | 04/01/08 | ||||||||||||||
to | to | to | ||||||||||||||
Number of Participants | Total | 09/30/10 | 09/30/09 | 09/30/08 | ||||||||||||
Active, February 2, 2008 |
-0- | -0- | -0- | -0- | ||||||||||||
Enrollment April 1, 2008 |
131 | -0- | -0- | 131 | ||||||||||||
Enrollment October 1, 2008 |
162 | -0- | 162 | -0- | ||||||||||||
Exercised options |
(110 | ) | -0- | -0- | (110 | ) | ||||||||||
Withdrawn |
(21 | ) | -0- | -0- | (21 | ) | ||||||||||
Active, January 31, 2009 |
162 | -0- | 162 | -0- | ||||||||||||
Enrollment October 1, 2009 |
163 | 163 | -0- | -0- | ||||||||||||
Exercised options |
(99 | ) | -0- | (99 | ) | -0- | ||||||||||
Withdrawn |
(63 | ) | -0- | (63 | ) | -0- | ||||||||||
Active, January 30, 2010 |
163 | 163 | -0- | -0- | ||||||||||||
-7-