1
[GENESCO LOGO]
- -----------------------------------------------------------------------------------------------------------------------------------
(Mark One) FORM 10-K
[X] Annual Report Pursuant To
Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended
February 3, 20012, 2002
[ ] 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
--------------------------------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT
EXCHANGES ON WHICH
TITLE REGISTERED
Common Stock, $1.00 par value New York and Chicago
Preferred Share Purchase Rights New York and Chicago
5 1/2% Convertible Subordinated
Notes due 2005 New York
---------------------------------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT
Subordinated Serial Preferred Stock, Series 1
Employees' Subordinated Convertible Preferred Stock
---------------------------------------------------------------
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
---------------------------------------------------------------[X]
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the June 27, 2001
annual meeting of shareholders are incorporated into
Part III by reference.
---------------------------------------------------------------
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 and (2) has been
subject to such filing requirements for the past 90
days. Yes [X|[X] No [ ]
- ------------------------------------------------------------------
Common Shares Outstanding April 27, 200126, 2002 - 21,901,89521,911,914
Aggregate market value on April 27, 200126, 2002 of the voting
stock held by nonaffiliates of the registrant was
approximately $604,000,000.$591,000,000.
2
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business 3
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 109
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 1312
Item 6. Selected Financial Data 1413
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 1514
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 2829
Item 8. Financial Statements and Supplementary Data 2930
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 6870
PART III
Item 10. Directors and Executive Officers of the Registrant 6870
Item 11. Executive Compensation 6870
Item 12. Security Ownership of Certain Beneficial Owners and Management 6870
Item 13. Certain Relationships and Related Transactions 7072
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 7173
2
3
PART I
ITEM 1, BUSINESS
GENERAL
Genesco is a leading retailer and wholesaler of branded footwear with net sales
for Fiscal 20012002 of $680.2$746.8 million. During Fiscal 2001,2002, the Company operated fivefour
reportable business segments (not including corporate): Journeys;Journeys, comprised of
Journeys and Journeys Kidz retail footwear chains; Jarman, comprised primarily
of the Jarman and Underground Station retail footwear chains; Johnston & Murphy,
comprised of Johnston & Murphy retail stores, direct marketing and wholesale
distribution; and Licensed Brands, comprised of Dockers and Nautica Footwear;Footwear.
The Company ended its license to market footwear under the Nautica label,
effective January 31, 2001. The Company sold Nautica-branded footwear for the
first six months of Fiscal 2002 in order to fill existing customer orders and
Leather.sell existing inventory. The Company sold certain assets of its Volunteer
Leather business on June 19, 2000, and has discontinued all Leather segment
operations.
The Company has also ended its license agreement with Nautica
Apparel, Inc. to market Nautica footwear effective January 31, 2001. The Company
will continue to sell Nautica-branded footwear for the first six months of
Fiscal 2002 in order to fill existing customer orders and sell existing
inventory. At February 3, 2001,2, 2002, the Company operated 836908 retail stores and leased footwear
departments throughout the United States and Puerto Rico. It currently plans to
open a total of approximately 167140 new retail stores in Fiscal 2002.2003. At February
3, 2001,2, 2002, Journeys operated 425 stores;533 stores, including 14 Journeys Kidz; Jarman
operated 207227 stores, including 5797 Underground Station stores;stores and Johnston &
Murphy operated 147148 stores and factory stores and Nautica retail operated 57 leased departments.stores.
The following table sets forth certain additional information concerning the
Company's retail stores and leased departments during the five most recent
fiscal years:
FISCAL FISCAL FISCAL FISCAL FISCAL
1997 1998 1999 2000 2001 2002
------ ------ ------ ------ ------
Retail Stores and Leased Departments
Beginning of year 434 475 561 674 679
Opened during year 55 102 162 113 181
Closed during year (14) (16) (49) (108) (24)
---- ---- ---- ---- ----
End of year 475 561 674 679 836
==== ==== ==== ==== ====Opened during year 102 162 113 181 153
Closed during year (16) (49) (108) (24) (81)
------ ------ ------ ------ ------
End of year 561 674 679 836 908
====== ====== ====== ====== ======
The Company also designs, sources, markets and distributes footwear under its
own and licensed brands, including Johnston & Murphy brand and under the licensed Dockers brand, to more than
1,5001,300 retail accounts in the United States, including a number of leading
department, discount, and specialty stores.
Reference to Fiscal 2002 refers to the Company's fiscal year ended February 2,
2002. Reference to Fiscal 2001 refers to the Company's fiscal year ended
February 3, 2001. Reference to Fiscal 2000 refers to the Company's fiscal year
ended January 29, 2000. Reference to Fiscal 1999 refers to the Company's fiscal
year ended January 30, 1999. Reference to Fiscal 1998 refers to the Company's
fiscal year ended January 31, 1998. Reference to Fiscal 1997 refers to the Company's fiscal
year ended February 1, 1997. For further information on the Company's
business segments, see Note 1817 to the Consolidated Financial Statements included
in Item 8 and Management's Discussion and Analysis of Financial Condition and
Results of Operations. All information
3
contained in Management's Discussion and Analysis of Financial Condition and
Results of Operations which is referred to in Item 1 of this report is
incorporated by such reference in Item 1.
3
4 This report contains forward-looking
statements. Actual results may turn out materially different from the
expectations reflected in these statements. For a discussion of some of the
factors that may lead to different results, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
SEGMENTS
Journeys
The Journeys segment accounted for approximately 44%51% of the Company's net sales
in Fiscal 2001.2002. Operating income attributable to Journeys was $41.9$51.9 million in
Fiscal 2001,2002, with an operating margin of 13.9%13.6%. The Company believes its
innovative store formats, mix of well-known brands, new product introductions,
and experienced management team provide a significant competitive advantage.advantages for
Journeys.
At February 3, 2001,2, 2002, Journeys operated 425519 stores, averaging approximately 1,5001,550
square feet, throughout the United States and Puerto Rico, selling footwear for
young men and women.
Journeys added 10294 net new stores in Fiscal 20012002 and achieved a comparable store
sales increase of 12%6% from the prior fiscal year. Journeys stores, located
primarily in the Southeast, Midwest, California, Texas, and Puerto Rico, target
customers in the 12-19 year age group through the use of youth-oriented decor
and popular music videos. Journeys stores carry predominately branded
merchandise of other footwear companies across a spectrumwide range of prices, including such leading brand names such as
Dr. Martens, Skechers, Timberland, adidas, Lugz, Vans and Steve Madden. From a
base of 176 Journeys stores at the end of Fiscal 1998, the Company opened 82 net
new Journeys stores in Fiscal 1999, 65 net new stores in Fiscal 2000, and 102 net
new stores in Fiscal 2001 and 94 net new stores in Fiscal 2002 and plans to open
approximately 10087 net new Journeys stores in Fiscal 2002.2003.
The Company introduced a new concept, named "Journeys Kidz"Kidz," in Fiscal 2001.
Journeys Kidz is an offshoot of Journeys and is aimed at the "tween" customer,
ages five to 12. Journeys Kidz stores will carry predominately branded merchandise,
of other footwear companies including such leading brand names such as Dr. Martens, Skechers, Timberland, adidas
and Converse. The Company has opened four14 Journeys Kidz stores in the first quarter of Fiscal 2002.2002
averaging approximately 1,400 square feet. The Company plans to open
approximately 1225 Journeys Kidz stores in Fiscal 2002.2003.
Jarman
The Jarman segment accounted for approximately 16% of the Company's net sales in
Fiscal 2001.2002. Operating income attributable to Jarman was $8.4$5.3 million in Fiscal
2001,2002, with an operating margin of 7.6%4.4%.
At February 3, 2001,2, 2002, Jarman operated 207227 stores, including 5797 Underground
Station stores, averaging approximately 1,400 square feet, throughout the United
States, selling footwear primarily for men.
Jarman achievedhad a comparable store sales increasedecrease of 6%4% from the prior fiscal year.
Jarman stores are located primarily in urban and suburban areas in the Southeast
and Midwest, target male consumers
4
in the 20-35 age group and sell footwear in the mid-price range ($50 to $100).
The Jarman stores which operate under the name Underground Station are located
primarily in urban 4
5
areas. For Fiscal 2001,2002, most of the footwear sold in Jarman
stores was branded merchandise of national brands other than the Company's, with
the remainder made up of Genesco and private label brands. The product mix at
each Jarman store is tailored to match local customer preferences and
competitive dynamics. The Company opened 4620 net new Jarman stores, including 3640
net new Underground Station stores, in Fiscal 2001,2002, increasing the total number
of stores to 207.227. The Company plans to open approximately 3711 net new Jarman
stores in Fiscal 2002,2003, including approximately 5216 net new Underground Station
stores. Going forward, the Company will not open any new Jarman stores. All new
store openings in this segment will be Underground Station stores and many of the existing Jarman
stores will be converted to Underground Station stores.
Johnston & Murphy
The Johnston & Murphy segment accounted for approximately 28%23% of the Company's
net sales in Fiscal 2001.2002. Operating income attributable to Johnston & Murphy was
$24.6$14.1 million in Fiscal 2001,2002, with an operating margin of 13.1%8.4%. All of the
Johnston & Murphy wholesale sales are of the Genesco-owned Johnston & Murphy
brand and approximately 90%93% of the Johnston & Murphy retail sales are of
Genesco-owned brands.
At February 3, 2001,2, 2002, Johnston & Murphy operated 147148 retail stores and factory
stores, averaging approximately 1,4251,500 square feet, throughout the United States
selling footwear for men.
Johnston & Murphy Wholesale Operations. In its nearly 150-year history as a
high-quality men's footwear label, Johnston & Murphy has come to symbolize
superior craftsmanship, quality materials, and classic styling. The Company has
takenCompany's
strategy for Johnston & Murphy is to take these brand attributes to the growing
casual lifestyle market by expanding the product line to include a wide
selection of dress casual and casual styles. The Company has also introduced a
line of contemporary, European-influenced dress and dress casual footwear. In
addition to sales through Company-owned Johnston & Murphy retail shops and
factory stores, Johnston & Murphy footwear is sold primarily through better
department and independent specialty stores.
Johnston & Murphy Retail Operations. Johnston & Murphy retail shops are located
primarily in better malls nationwide and sell a broad range of men's dress and
casual footwear and accessories. Johnston & Murphy stores target business and
professional consumers primarily between the ages of 25 and 54. Retail prices
for Johnston & Murphy footwear generally range from $130$110 to $240. To capitalize
upon the trend toward more casual business attire, Johnston & Murphy retail
shops have increased their selection of casualCasual and
dress casual products which
accounted for 55%60% of total Johnston & Murphy retail sales
in Fiscal 2001. The
Company has been repositioning2002, with the brand to appeal to a broader marketbalance consisting of dress shoes and estimates it has lowered the average age of the Johnston & Murphy customer by
ten years since the initiative was launched.accessories.
Johnston & Murphy comparable store sales were up 3%down 9% in Fiscal 2002 from the
prior fiscal year.
Licensed Brands
The Licensed Brands segment accounted for approximately 12%10% of the Company's net
sales in Fiscal 2001.2002. Operating income attributable to Licensed Brands was $4.7$8.0
million in Fiscal 2001,2002, with an operating margin of 5.8%10.4%. Substantially all of
the Licensed Brands sales are of footwear marketed under brands for which
Genesco has an exclusive footwear license. See "Trademarks and Licenses."
5
6
Dockers. In 1991, Levi Strauss & Co. granted the Company the exclusive license
to market men's footwear under the Dockers brand name in the United States. The
Dockers brand name is well recognized in the men's casual fashion industry. The
Company uses the Dockers brand name to market a line of comfortable,
moderately-priced, casual lifestyle footwear. Dockers footwear is marketed
through many of the same national retail chains that carry Dockers slacks and
sportswear. Suggested retail prices for Dockers footwear generally range from
$50 to $84.$94.
Nautica. The Company ended its license agreement with Nautica Apparel, Inc. to market footwear under the Nautica
footwearlabel, effective January 31, 2001. Sales for the first half of Fiscal 2002
included sales of Nautica footwear permitted under the termination arrangement
with the licensor. For additional information on Nautica, see Note 2 to the Consolidated Financial Statements included in Item
8 and "Management's Discussion and Analysis of Financial Condition and Results
of Operations."
Leather
During Fiscal 2001, the Company sold certain assets of its Volunteer Leather
business and discontinued all Leather segment operations. For additional
information on the Leather segment, see Note 2 to the
Consolidated Financial Statements included in Item 8 and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
MANUFACTURING AND SOURCING
The Company relies primarily on independent third-party manufacturers for
production of its footwear products. The Company sources footwear products from
foreign manufacturers located in China, Italy, Mexico, Brazil, Indonesia, Taiwan
and the United Kingdom. During Fiscal 2001,2002, Genesco manufactured Johnston &
Murphy footwear in one facility in Nashville, Tennessee, but shoes manufactured
in the Johnston & Murphy factory have not accounted for a significant portion of
its sales of footwear products. In the fourth quarter of Fiscal 2002, the
Company announced plans to close the Nashville factory by the end of Fiscal
2003.
COMPETITION
Competition is intense in the footwear industry. The Company's retail footwear
competitors range from small, locally owned shoe stores to regional and national
department stores, discount stores, and specialty chains. The Company competes
with hundreds of footwear wholesale and manufacturing operations in the United
States and throughout the world, most of which are relatively small, specialized
operations, but some of which are large, more diversified companies. Some of the
Company's competitors have certain resources that are not available to the
Company. The Company's success depends upon its ability to remain competitive
with respect to the key factors of style, price, quality, comfort, brand
loyalty, and customer service. The location and atmosphere of the Company's
retail stores is an additional competitive factor for the Company's retail
operations. Any failure by the Company to remain competitive with respect to
such key factors could have a material adverse effect on the Company's business,
financial condition, or results of operations.
TRADEMARKS AND LICENSES
The Company owns its Johnston & Murphy footwear brand.brand through a wholly-owned
subsidiary. The Nautica and Dockers brand footwear lines, introduced in Fiscal
1993, are sold under license agreements. The Nautica license agreement was
cancelled effective January 31, 2001. The Dockers license agreement expires on
December 31, 2004 with an option to renew through December 31, 2008. Net sales
of Nautica and Dockers products were approximately $77 million in Fiscal 2002
and approximately $82 million in Fiscal 2001 and approximately $75 million in
6
7
Fiscal 2000.2001. The Company licenses certain of
its footwear brands, mostly in foreign markets. License royalty income was not
material in Fiscal 2001.2002.
6
RAW MATERIALS
Genesco is not dependent upon any single source of supply for any major raw
material. In Fiscal 20012002 the Company experienced no significant shortages of raw
materials in its principal businesses. The Company considers its available raw
material sources to be adequate, although the effects of disruptions because of
foot and mouth, "Mad Cow" and other diseases affecting cattle or of other
unforeseen disruptions
are unpredictable. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
BACKLOG
Most of the Company's orders are for delivery within 90 days. Therefore, the
backlog at any one time is not necessarily indicative of future sales for an
extended period of time. As of March 31, 2001,30, 2002, the Company's wholesale
operations had a backlog of orders, including unconfirmed customer purchase
orders, amounting to approximately $35.0$24.7 million, compared to approximately
$27.2$35.0 million on March 25, 2000.31, 2001. The backlog is somewhat seasonal, reaching a
peak in spring. The Company maintains in-stock programs for selected anticipated
high volume sales.
EMPLOYEES
Genesco had approximately 4,7005,325 employees at February 3, 2001,2, 2002, approximately
4,6105,240 of whom were employed in footwearoperations and 9085 in corporate staff departments.
Retail footwear stores employ a substantial number of part-time employees during
peak selling seasons and approximately 2,0652,450 of the Company's employees were
part-time during such seasons.
PROPERTIES
At February 3, 2001,2, 2002, the Company operated 836908 retail stores and leased
departments throughout the United States and Puerto Rico. New shopping center
store leases typically are for a term of approximately 10 years and new factory
outlet leases typically are for a term of approximately five years. Both
typically provide for rent based on a percentage of sales against a fixed
minimum rent based on the square footage leased. The Company's two leased
departments are operated under agreements which are generally terminable by
department stores upon short notice.
The Company operates one manufacturing facility (which is leased) and four
warehousing facilitiesdistribution centers (two of which are owned and two of which are leased)
aggregating approximately 795,000810,000 square feet. All of the facilities are located
in Tennessee. The Company's executive offices and the offices of its footwear
operations, which are leased, are in Nashville, Tennessee where Genesco occupies
approximately 60% of a 295,000 square foot building.
Due to the Company's retail growth, the Company began construction of a new
distribution center in Fiscal 2002. The Company purchased 215 acres in Wilson
County, Tennessee to develop a new 322,000 square foot distribution facility
expected to be completed in the Spring of 2002.
Leases on the Company's Nashville, Tennessee, plant, offices, and warehouses
expire in 2007, including renewal options. The Company believes that all leases
(other than the long-term Nashville leases) of properties that are material to
its operations may be renewed on terms not materially less favorable to the
Company than existing leases.
ENVIRONMENTAL MATTERS
The Company's manufacturing operations are subject to numerous federal, state,
and local laws and regulations relating to human health and safety and the
environment. These laws and regulations address and regulate, among other
matters, wastewater discharge, air quality and the generation,
7
handling, storage, treatment, disposal, and transportation of solid and
hazardous wastes and releases of hazardous substances into the environment. In
addition, third parties and governmental agencies
7
8 in some cases have the power
under such laws and regulations to require remediation of environmental
conditions and, in the case of governmental agencies, to impose fines and
penalties. The Company makes capital expenditures from time to time to stay in
compliance with applicable laws and regulations. Several of the facilities owned
or operated by the Company (currently or in the past) are located in industrial
areas and have historically been used for extensive periods for industrial
operations such as tanning, dyeing, and manufacturing. Some of these operations
used materials and generated wastes that would be considered regulated
substances under current environmental laws and regulations. The Company
currently is involved in severalcertain administrative and judicial environmental
proceedings relating to the Company's former and current facilities. See "Legal
Proceedings."
ITEM 2, PROPERTIES
See Item 1.
ITEM 3, LEGAL PROCEEDINGS
New York State Environmental Proceedings
The Company is a defendant in a civil action filed by the State of New York
against the City of Gloversville, New York, and 33 other private defendants. The
action arose out of the alleged disposal of certain hazardous material directly
or indirectly into a municipal landfill and seeks recovery under a federal
environmental statute and certain common law theories for the costs of
investigating and performing remedial actions and damage to natural resources.
The environmental authorities have selected a plan of remediation for the site
with a total estimated cost of approximately $12.0 million. The Company was
allocated liability for a 1.31% share of the remediation cost in non-binding
mediation with other defendants and the State of New York. The State has offered
to release the Company from further liability related to the site in exchange
for payment of its allocated share plus a small premium, totaling approximately
$180,000, and the Company has accepted. Assuming the settlement is completed as
proposed,agreed, the Company believes it has fully provided for its liability in
connection with the site.
The Company has received notice from the New York State Department of
Environmental Conservation (the "Department") that it deems remedial action to
be necessary with respect to certain contaminants in the vicinity of a knitting
mill operated by a former subsidiary of the Company from 1965 to 1969, and that
it considers the Company a potentially responsible party. In August 1997, the
Department and the Company entered into a consent order whereby the Company
assumed responsibility for conducting a remedial investigation and feasibility
study ("RIFS") and implementing an interim remediation measure with regard to
the site, without admitting liability or accepting responsibility for any future
remediation of the site. In conjunction with the consent order, the Company
entered into an agreement with the owner of the site providing for a release
from liability for property damage and for necessary access to the site, for
payments totaling $400,000. The Company estimates that the cost of conducting
the RIFS and implementing the interim remedial measure will be in the range of
$2.2$3.9 million to $2.6 million.$4.1 million, $3.3 million of which the Company has already
paid. The Company believes that it has adequately reserved for the costs of
conducting the RIFS and implementing the interim remedial measure contemplated
by the
8
consent order, but there is no assurance that the consent order will ultimately
resolve the matter. The Company has not ascertained what responsibility, if any,
it has for any contamination in connection with the facility or what other
parties may be liable in that connection and is unable to predict whether its
liability, if any, beyond
8
9 that voluntarily assumed by the consent order will
have a material effect on its financial condition or results of operations.
Whitehall Environmental Sampling
Pursuant to a work plan approved by the Michigan Department of Environmental
Quality ("MDEQ") the Company has performed sampling and analysis of soil,
sediments, surface water, groundwater and waste management areas at the
Company's Volunteer Leather Company facility in Whitehall, Michigan. On June 29,
1999, the Company submitted a remedial action plan (the "Plan") for the site to
MDEQ. The Plan proposed no direct remedial action with respectMDEQ and subsequently amended it to soils atinclude additional upland remediation to
bring the site, which are inproperty into compliance with applicable regulatory standards or lake
sediments, which the Company believes do not pose a threat to human health or
the environment and do not violate any applicable regulatory standard. The Plan
included the filing of certain restrictive covenants encumbering the tannery
property to prevent activities disturbing the lake sediments and uses of the
property inconsistent with the applicable regulatory standards.for non-industrial
uses. The Company, with the approval of MDEQ, previously installed horizontal
wells to capture groundwater from a portion of the site and treat it by air
sparging. The Plan proposed continued operation of this system for an indefinite
period and monitoring of groundwater samples to ensure that the system is
functioning as intended. The Plan is subject to MDEQ approval. In December 1999, MDEQ responded
to the Plan with a request for further information.
On June 30, 1999, the City of Whitehall filed an action against the Company in
the circuit court for the City of Muskegon alleging that the Company's and its
predecessors' past wastewater management practices have adversely affected the
environment, and seeking injunctive relief under Parts 17 and 201 of the
Michigan Natural Resources Environmental Protection Act ("MNREPA") to require
the Company to correct the alleged pollution.pollution, primarily lake sediment
contamination. Further, the City allegesalleged violations of City ordinances
prohibiting blight and litter, and that the Whitehall Volunteer Leather plant
constitutes a public nuisance. The Company, filed an answer denying the material allegationsCity of Whitehall and MDEQ
settled their disagreement over lake sediments for a lump sum payment of $3.35
million by the complaint and asserting
affirmative defenses and counterclaims against the City. The Company also moved
to join the State of Michigan as a party to the action, since it has primary
responsibility for administration of the environmental statutes underlying most
of the City's claims. The State moved to dismiss the Company's action against it
and to intervene in the case on a limited basis, seeking declaratory and
injunctive relief regarding the restrictive covenants on the property, the
State's jurisdiction under MNREPA Part 201 and its rightfirst quarter of access to the
property. On May 5, 2000, the court dismissed the Company's action against the
State; the cross actions between the City and the Company remain.Fiscal 2003. In connection with
its decision during the second quarter of Fiscal 2001 to exitsettlement, the leather business and to shut down the Whitehall facility, the Company
formally proposed a compromise remediation plan (the "Compromise Proposal"),
including limited sediment removal and additional upland remediation to bring
the property into complianceCity's lawsuit has been dismissed with regulatory standards for non-industrial uses.prejudice.
The Company estimated that the Compromise Proposal would include incremental
costs of approximately $2.2 million, which werebelieves it has fully provided for during the quarter.
If the Compromise Proposal is approved and the litigation's outcome does not
require additional remediation of the site,Plan, which remains subject
to MDEQ approval. Although the Company does not expect remediation of the site
to have a material impacteffect on its financial condition or results of operations. However,operations,
there can be no assurance that the Compromise ProposalPlan, as amended, will be approved, and the
Company is unable to predict whether any further 9
10
remediation that maymight
ultimately be required willwould have a material effect on its
financial condition or results of operations.
Whitehall Accident
On June 4, 1999, a truck driver working under contact with a carrier for a
chemical vendor died after inhaling a toxic vapor produced when he deposited a
chemical compound that he was delivering to the Company's Whitehall, Michigan
leather tannery into a tank containing another chemical solution. Regulatory
authorities, including the National Transportation Safety Board and the Michigan
Occupational Safety and Health Administration, investigated the incident. The
Michigan agency issued six citations alleging regulatory infractions identified
in the course of a general compliance review following the accident. Proposed
monetary penalties associated with the citations total $15,100. The Company
contested the citations; ultimately, the monetary penalties were reduced to
$7,600, which the Company has paid. On March 14, 2000, the estate of the
deceased truck driver broughtsuch an action against the Company in Michigan state
court alleging that the Company's negligent acts and omissions caused his death
and seeking unspecified damages. In February 2001, the Company reached a
settlement of the action, which was funded by insurance. The Company does not
expect any additional material effects related to the accident.
Threatened Contribution Claim
The Company has been advised by the current owner of an adhesives manufacturing
business formerly owned by the Company that the owner has been named a
third-party defendant in a suit brought under CERCLA relating to an Alabama
solvent recycling facility allegedly used by the business. According to the
owner, it would in turn seek contribution from the Company against any portion
of its liability arising out of the Company's operation of the business prior to
its 1986 divestiture. The current owner has advised the Company that available
information on volumes of contaminants at the site indicates that the entire
share of liability related to the adhesives business is de minimis, not likely
to exceed $50,000. Based on information concerning its relative contribution of
wastes to the site the Company has agreed to accept approximately 40% of up to
$50,000 in liability imposed on the adhesives business and the current owner and
one other former owner have agreed to accept the balance of such liability up to
$50,000. The Company does not expect this threatened claim to have a material
adverse effect on its financial condition or results of operations.effect.
ITEM 4, SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth
quarter of Fiscal 2001.
102002.
9
11
EXECUTIVE OFFICERS OF GENESCO
The officers of the Company are generally elected at the first meeting of the
board of directors following the annual meeting of shareholders and hold office
until their successors have been chosen and qualify. The name, age and office of
each of the Company's executive officers and certain information relating to the
business experience of each are set forth below:
BEN T. HARRIS, 57, Chairman and Chief Executive Officer of Genesco.58, Chairman. Mr. Harris joined the Company in 1967 and in 1980
was named manager of the leased department division of the Jarman Shoe Company.
In 1991, he was named president of the Jarman Shoe Company and in 1995 was named
president of Retail Footwear, which included the Jarman Shoe Company, Journeys,
Boot Factory and General Shoe Warehouse. Mr. Harris was named executive vice
president - operations in January 1996. He was named president and chief
operating officer and a director of the Company as of November 1, 1996 and was
named chief executive officer as of February 1, 1997. Mr. Harris was named
chairman as of November 4, 1999.
HAL N. PENNINGTON, 63,64, President and Chief OperatingExecutive Officer. Mr. Pennington has
served in various roles during his 3940 year tenure with Genesco. He was vice
president-wholesale for Johnston & Murphy from 1990 until his appointment as
president of Dockers Footwear in August 1995. He was named president of Johnston
& Murphy in February 1997 and named senior vice president in June 1998. Mr.
Pennington was named executive vice president, chief operating officer and a
director of the Company as of November 4, 1999. Mr. Pennington was named
president of the Company as of November 1, 2000. He will assumehas responsibility for
operational support functions including human resources and information systems,
in addition to his existing oversight of the Company's operating divisions. Mr. Pennington
was named chief executive officer of the Company as of April 25, 2002.
JAMES S. GULMI, 55,56, Senior Vice President - Finance and Chief Financial Officer.
Mr. Gulmi was employed by Genesco in 1971 as a financial analyst, appointed
assistant treasurer in 1974 and named treasurer in 1979. He was elected a vice
president in 1983 and assumed the responsibilities of chief financial officer in
1986. He was again elected treasurer in February 1995. Mr. Gulmi was appointed
senior vice president - finance in January 1996.
JAMES W. BOSCAMP, 51, Senior Vice President. Mr. Boscamp joined the Company in
1991 as president of Nautica Footwear. He was appointed senior vice president of
the Company in January 1996. He was appointed president of Jarman, overseeing
the Jarman retail chain, in March 1999. Before joining the Company, Mr. Boscamp
was executive vice president, marketing at Munsingwear.
JAMES C. ESTEPA, - 49,50, Senior Vice President. Mr. Estepa joined the Company in
1985 and in February 1996 was named vice president operations of Genesco Retail,
which included the Jarman Shoe Company, Journeys, Boot Factory and General Shoe
Warehouse. Mr. Estepa was named senior vice president operations of Genesco
Retail in June 1998. He was named president of Journeys in March 1999. Mr.
Estepa was named senior vice president of the Company in April 2000. 11He was
named president and chief executive officer of the Genesco Retail Group in 2001,
assuming additional responsibilities of overseeing Jarman and Underground
Station.
10
12DAVID W. ZUMBACH, - 47, Senior Vice President. Mr. Zumbach joined the Company in
1999 as president of Nautica Footwear. He was named chief executive officer for
Johnston & Murphy in 2001. Mr. Zumbach was named president and chief executive
officer of the Company's newly formed Genesco Branded division in January 2002,
with responsibility for overall management of the Johnston & Murphy and Dockers
Footwear divisions. Mr. Zumbach was also named senior vice president of the
Company in January 2002. Before joining the Company, Mr. Zumbach was vice
president/general manager - U.S. marketing for Reebok International Ltd.
JOHN W. CLINARD, 53,54, Vice President - Administration and Human Resources. Mr.
Clinard has served in various human resources capacities during his 2829 year
tenure with Genesco. He was named vice president - human resources in June 1997.
He was named vice president administration and human resources in November 2000.
ROGER G. SISSON, 37,38, Secretary and General Counsel. Mr. Sisson joined the
Company in January 1994 as assistant general counsel and was elected secretary
in February 1994. He was named general counsel in January 1996. Before joining
the Company, Mr. Sisson was associated with the firm of Boult, Cummings, Conners
& Berry for approximately six years.
MATTHEW N. JOHNSON, 36,37, Treasurer. Mr. Johnson joined the Company in April 1993
as manager, corporate finance and was elected assistant treasurer in December
1993. He was elected treasurer in June 1996. Prior to joining the Company, Mr.
Johnson was a vice president in the corporate and institutional banking division
of The First National Bank of Chicago.
PAUL D. WILLIAMS, 46,47, Chief Accounting Officer. Mr. Williams joined the Company
in 1977, was named director of corporate accounting and financial reporting in
1993 and chief accounting officer in April 1995.
1211
13
PART II
ITEM 5, MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed on the New York Stock Exchange (Symbol:
GCO) and the Chicago Stock Exchange. The following table sets forth for the
periods indicated the high and low sales prices of the common stock as shown in
the New York Stock Exchange Composite Transactions listed in the Wall Street
Journal.
Fiscal Year ended January 29
High Low
---------- ----------
2000 1st Quarter 12 7 1/16
2nd Quarter 15 10 5/8
3rd Quarter 13 5/8 10 1/16
4th Quarter 14 9
Fiscal Year ended February 3
2001 1st Quarter 14 1/4 8 1/414.25 8.25
2nd Quarter 18 12 1/418.00 12.25
3rd Quarter 18 1/2 13 7/1618.50 13.4375
4th Quarter 26 1/26.50 15.75
Fiscal Year ended February 2
15 3/4
2002 1st Quarter 29.00 21.70
2nd Quarter 35.00 26.59
3rd Quarter 25.80 15.65
4th Quarter 26.10 18.20
There were approximately 6,2005,900 common shareholders of record on February 3,
2001.2,
2002.
See Notes 109 and 1211 to the Consolidated Financial Statements included in Item 8
for information regarding restrictions on dividends and redemptions of capital
stock.
1312
14
ITEM 6, SELECTED FINANCIAL DATA
FINANCIAL SUMMARY
FISCAL YEAR END
IN THOUSANDS EXCEPT PER COMMON SHARE DATA, -----------------------------------------------------------FISCAL YEAR END
FINANCIAL STATISTICS AND OTHER DATA 2002 2001 2000 1999 1998
1997
- ---------------------------------------------------------------------------------------------------------------------------------------- --------- --------- --------- ---------
RESULTS OF OPERATIONS DATA
Net sales $680,166 $553,032 $532,164 $506,889 $426,565$ 746,821 $ 680,166 $ 553,032 $ 532,164 $ 506,889
Depreciation and amortization 16,239 13,200 10,514 9,691 8,893 7,747
Earnings before interest and taxes 63,428 60,187 46,969 37,101 16,396
15,761
Pretax earnings 55,864 52,987 40,982 30,490 7,534 7,020
Earnings before discontinued operations and
extraordinary loss 38,323 32,831 25,335 54,558 7,494
7,442
Discontinued operations (1,253) (3,233) 587 815 1,326 2,962
Loss on early retirement of debt (net of tax) -0- -0- -0- 2,245 169
-0-
- ---------------------------------------------------------------------------------------------------------------------------------------- --------- --------- --------- ---------
Net earnings $ 37,070 $ 29,598 $ 25,922 $ 53,128 $ 8,651
$ 10,404
======================================================================================================================================== ========= ========= ========= =========
PER COMMON SHARE DATA
Earnings before discontinued operations and
extraordinary loss
Basic $ 1.74 $ 1.51 $ 1.12 $ 2.13 $ .28
$ .29
Diluted 1.54 1.35 1.03 1.87 .27
.28
Discontinued operations
Basic (.06) (.15) .03 .03 .05
.12
Diluted (.05) (.12) .02 .03 .05 .12
Extraordinary loss
Basic .00 .00 .00 (.09) .00 .00
Diluted .00 .00 .00 (.07) (.01) .00
Net earnings
Basic 1.68 1.36 1.14 2.07 .33
.41
Diluted 1.49 1.23 1.05 1.83 .31
.39
======================================================================================================================================== ========= ========= ========= =========
BALANCE SHEET DATA
Total assets $352,163 $301,165 $307,198 $246,817 $221,654$ 363,554 $ 352,163 $ 301,165 $ 307,198 $ 246,817
Long-term debt 103,245 103,500 103,500 103,500 75,000
75,000
Capital leases 27 28 34 36 279
1,485
Non-redeemable preferred stock 7,634 7,721 7,882 7,918 7,945
7,944
Common shareholders' equity 153,553 130,504 100,360 108,661 64,019 45,846
Additions to plant, equipment and capital leases 43,723 34,735 22,312 23,512 24,725
14,640
======================================================================================================================================== ========= ========= ========= =========
FINANCIAL STATISTICS
Earnings before interest and taxes as a percent of net sales 8.5% 8.8% 8.5% 7.0% 3.2%
3.7%
Book value per share $ 7.03 $ 6.02 $ 4.73 $ 4.56 $ 2.43
$ 1.82
Working capital $144,926 $138,007 $155,778 $119,313 $108,795$ 155,530 $ 144,926 $ 138,007 $ 155,778 $ 119,313
Current ratio 3.1 2.5 2.8 3.1 2.6 2.6
Percent long-term debt to total capitalization 39.0% 42.8% 48.9% 47.0% 51.1%
58.7%
======================================================================================================================================== ========= ========= ========= =========
OTHER DATA (END OF YEAR)
Number of retail outlets* 908 836 679 674 587
504
Number of employees 5,325 4,700 4,250 3,650 4,300
4,050
======================================================================================================================================== ========= ========= ========= =========
*Includes* Includes 78 Jarman Leased departments in Fiscal 1999 which were
divested during the first quarter of Fiscal 2000 and 26 Boot Factory
stores in Fiscal 1998 and
29 Boot Factory stores in Fiscal 1997 which were divested during the second quarter of
Fiscal 1999. Also includes Nautica Retail leased departments of 57, 47,
24 and 4 in Fiscal 2001, 2000, 1999 and 1998, respectively.
Reflected in the earnings for Fiscal 1999 was a tax benefit of $24.1 million.
See Note 13 to the Consolidated Financial Statements for additional information.
Reflected in the earnings for Fiscal2002, 2001, 1999 1998 and 19971998 were
restructuring and other charges of $5.1 million, $4.4 million, ($2.4) million
$17.7 million
and $1.7$17.7 million, respectively. See Note 2 to the Consolidated Financial
Statements for additional information regarding these charges.
Also reflectedReflected in the earnings for Fiscal 19972002 and 1999 was a $6.7tax benefit of $3.5
million litigation settlement.and $24.1 million, respectively.
Long-term debt and capital leases include current payments.obligations. On April 9, 1998,
the Company issued $103.5 million of 5 1/2% convertible subordinated notes due
2005. The Company used $80 million of the proceeds to repay all of its 10 3/8%
senior notes including interest and expenses incurred in connection therewith.
The Company has not paid dividends on its Common Stock since 1973. See Note 1211
to the Consolidated Financial Statements for a description of limitations on the
Company's ability to pay dividends.
1413
15
ITEM 7, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and the notes to the Consolidated Financial Statements include
certain forward-looking statements.statements, including all statements that do not refer
to past or present events or conditions. Actual results could differ materially
from those reflected by the forward-looking statements in this discussion and a
number of factors may adversely affect future results, liquidity and capital
resources. These factors include lower than expected consumer demand for the
Company's products, whether caused by weakness in the overall economy or changes
in consumer demandfashions or tastes that affect sales at retailthe Company fails to anticipate or wholesale,respond
appropriately to, changes in buying patterns by significant wholesale customers,
and risks associated with a softening economy, including
erosion of revenues or margins caused by weakening consumer demand and
deterioration in the collectibility of trade accounts receivable. These factors
also include disruptions in product supply or distribution, including disruptions or price increases in the leather market relatedimpact of opening a
new distribution center, the inability to footadjust inventory levels to sales and mouth
or other cattle diseases,
changes in business strategies by the Company's competitors, among other
factors. Other factors that could cause results to differ from expectations
include the Company's ability to open, or convert, staff and support additional retail
stores on schedule and at acceptable expense levels, failure
of new retail ventures to meet expectations and the outcome of
litigation and environmental matters andinvolving the adequacy of related reserves,Company, including those
discussed in Note 1716 to the Consolidated Financial Statements. Forward-looking
statements reflect the expectations of the Company at the time they are made,
and investors should rely on them only as expressions of opinion about what may
happen in the future and only at the time they are made. The Company undertakes
no obligation to update any forward-looking statement. Although the Company
believes it has an appropriate business strategy and the resources necessary for
its operations, future revenue and margin trends cannot be reliably predicted
and the Company may alter its business strategies to address changing
conditions.
SIGNIFICANT DEVELOPMENTS
Johnston & Murphy Plant Closing and Reductions in Operating Expenses
On January 31, 2002, the Company's board of directors approved a plan to close
its one remaining manufacturing plant and to implement other initiatives
designed to streamline its operations and reduce operating expenses. The Company
expects to end operations of the plant early in the third quarter of Fiscal
2003. The Johnston & Murphy plant employs approximately 170 people.
Included in the Company's plan referred to above, is a reduction in expenses due
to eliminating approximately 40 positions from its Nashville headquarters
workforce. In addition, the Company recognized asset impairments for assets to
be held and used in twelve underperforming stores, primarily in the Jarman
group.
In connection with the plant closing, employee severance and asset impairments,
the Company recorded a pretax charge to earnings of $5.4 million ($3.4 million
net of tax) in the fourth quarter of Fiscal 2002. The charge includes $0.3
million in plant asset write-downs, $3.7 million of other costs, including
primarily employee severance and facility shutdown costs and $1.0 million of
retail store asset impairments. See Note 8 to the Consolidated Financial
Statements. Also included in the charge was a $0.4 million inventory write-down,
primarily related to inventory of product offerings affected by the plant
closing, which is reflected in gross margin on the income statement.
Minimum Pension Liability Adjustment
The return on pension plan assets was a negative 2.3% for Fiscal 2002 compared
to an expected return of 8.5% for the year. The interest rate applicable to
present value calculations with respect to plan
14
assets and liabilities also decreased from 7.875% to 7.375% in Fiscal 2002. As a
result, plan assets were less than the accumulated benefit obligation, resulting
in a pension liability of $14.0 million on the balance sheet and a minimum
pension liability adjustment of $17.2 million (net of tax) in other
comprehensive income in shareholders' equity.
Revolving Credit Agreement
On July 16, 2001, the Company entered into a revolving credit agreement with
five banks, providing for loans or letters of credit of up to $75 million. The
agreement, as amended September 6, 2001, expires July 16, 2004. This agreement
replaced a $65 million revolving credit agreement with three banks that was to
expire September 24, 2002, providing for loans or letters of credit.
Nautica Footwear License Cancellation
The Company entered into an agreement with Nautica Apparel, Inc. to endended its license to market footwear under the Nautica label,
effective January 31, 2001. The Company will continue to sellsold Nautica - branded footwear for the
first six months of Fiscal 2002 in order to fill existing customer orders and
sell existing inventory.
In connection with the termination of the Nautica Footwear license agreement,
the Company recorded a pretax charge to earnings of $4.4 million ($2.7 million
net of tax) in the fourth quarter of Fiscal 2001. The charge includesincluded
contractual obligations to Nautica Apparel for the license cancellation and
other costs, primarily severance. IncludedSee Note 8 to the Consolidated Financial
Statements. Also included in the charge iswas a $1.0 million inventory write-down
which is reflected in gross margin on the income statement.
AllDuring the second quarter of theseFiscal 2002, the Company recorded a restructuring
gain of $0.3 million in connection with the termination of the Nautica Footwear
license agreement. Included in the gain is a $0.1 million reversal of inventory
write-down which is reflected in gross margin on the income statement. The
remaining $0.1 million of anticipated costs associated with the Nautica license
termination are expected to be incurred inwithin the next twelve months.
Volunteer Leather Divestiture
On May 22, 2000, the Company's board of directors approved a plan to sell its
Volunteer Leather finishing business and liquidate its tanning business, to
allow the Company to be more focused on the retailing and marketing of branded
footwear.
Certain assets of the Volunteer Leather business were sold on June 19, 2000. The
plan resulted in a pretax charge to second quarter earnings of $4.9 million ($3.0 million net
of tax). in the second quarter of Fiscal 2001. Because Volunteer Leather
constitutes the entire Leather segment of the Company's business, the charge to
earnings iswas treated for financial reporting purposes as a provision for
discontinued operations. The provision for discontinued operations included $1.3
million in asset write-downs and $3.6 million of other costs, of which $2.3 million are expected
to be incurred in the next twelve months. As of February 3, 2001, $1.1 million
of such other costs had been incurred. Other costs includeincluding
primarily
15
16 employee severance and facility shutdown costs. The approximately $1.3 million
of other costs expectedSee Note 8 to be incurred beyond twelve months are classified as
long-term liabilities in the
consolidated balance sheet.Consolidated Financial Statements. The Volunteer Leather business employed
approximately 160 people.
In the third quarter ended November 3, 2001, the Company reached an agreement
with the Michigan Department of Environmental Quality to contribute a lump sum
of $3.35 million toward sediment removal in a lake adjacent to the Company's
former Volunteer Leather tannery in Whitehall, Michigan. See Note 16 to the
Consolidated Financial Statements. The Company recorded an additional charge to
earnings of $1.1 million ($0.7 million net of tax) reflected in
15
discontinued operations in the third quarter of Fiscal 2002 to provide for the
portion of the settlement payment not provided for in earlier periods.
In the fourth quarter ended February 2, 2002, the Company recorded an additional
charge to earnings of $0.9 million ($0.6 million net of tax) reflected in
discontinued operations to provide $0.5 million for the Michigan site and $0.4
million primarily for additional anticipated costs for a remedial investigation
and feasibility study at its former knitting mill in New York.
Share Repurchase Program
In total, theThe Company's board of directors has authorized the repurchase of 6.87.2 million
shares of the Company's common stock since the third quarter of Fiscal
1999. This total includes the authorization in February of 2000 of an additional
1.0 million shares. The purchases may be made on the open market or in privately
negotiated transactions.transactions since the third quarter of Fiscal 1999. As of February
3, 2001,2, 2002, the Company had repurchased 6.46.7 million shares at a cost of $60.5$65.4
million pursuant to all authorizations.
Workforce Reductionauthorizations, 270,500 of which shares were repurchased
during Fiscal 2002.
CRITICAL ACCOUNTING POLICIES
Inventory Valuation
As discussed in Note 1 to the Consolidated Financial Statements, the Company
values its inventories at the lower of cost or market.
In connectionits wholesale operations, cost is determined using the first-in, first-out
(FIFO) method. Market is determined using a system of analysis which evaluates
inventory at the stock number level based on factors such as inventory turn,
average selling price, inventory level, and selling prices reflected in future
orders.
In its retail operations, the Company employs the retail inventory method,
applying average cost-to-retail ratios to the retail value of inventories. Under
the retail inventory method, valuing inventory at the lower of cost or market is
achieved as markdowns are taken or accrued as a reduction of the retail value of
inventories.
Inherent in the retail inventory method are subjective judgments and estimates
including merchandise mark-on, markups, markdowns, and shrinkage. These
judgments and estimates, coupled with the exitfact that the retail inventory method
is an averaging process, could produce inaccurate cost figures. To reduce the
risk of inaccuracy, the Company employs the retail inventory method in multiple
subclasses of inventory with similar gross margin, and analyzes markdown
requirements at the stock number level based on factors such as inventory turn,
average selling price, and inventory age. In addition, the Company accrues
markdowns as necessary.
Inherent in the analysis of both wholesale and retail inventory valuation are
subjective judgments about current market conditions, fashion trends, and
overall economic conditions. Failure to make appropriate conclusions regarding
these factors may result in an overstatement or understatement of inventory
value. An analysis of the western boot business and the closingsensitivity of the Jarman Leased departments,judgments inherent in this process
indicates that changes in the valuation percents of 10% would result in a
decrease in inventory value of approximately $1.0 million as of February 2,
2002.
16
Impairment of Long-Term Assets
As discussed in Note 1 to the Consolidated Financial Statements, the Company
reviewedperiodically assesses the structure and level of
staffing in allrealizability of its operations duringlong-lived assets and evaluates
such assets for impairment whenever events or changes in circumstances indicate
that the thirdcarrying amount of an asset may not be recoverable. Asset impairment is
determined to exist if estimated future cash flows, undiscounted and fourth quarterswithout
interest charges, are less than the carrying amount. Inherent in the analysis of
Fiscal
1999. Upon completionimpairment are subjective judgments about future cash flows. Failure to make
appropriate conclusions regarding these judgments may result in an overstatement
of the review,value of long-lived assets.
Environmental and other Contingencies
The Company is subject to certain loss contingencies related to environmental
proceedings and other legal matters, including those disclosed in Note 16 to the
Company's Consolidated Financial Statements. The Company recordedhas made provisions for
certain of these contingencies, including approximately $2.0 million reflected
in Fiscal 2002 and $2.6 million reflected in Fiscal 2001. The Company monitors
these matters on an ongoing basis and at least quarterly management reviews the
Company's reserves and accruals in relation to each of them, adjusting
provisions as management deems necessary in view of changes in available
information. Changes in estimates of liability are reported in the periods when
they occur. Consequently, management believes that its reserve in relation to
each proceeding is a $1.3 million charge
to earnings, included in selling and administrative expenses, during the fourth
quarter of Fiscal 1999 for a workforce reduction of 66 positions, of which
substantially all were eliminated by January 29, 2000. Twenty-sixreasonable estimate of the positions eliminated relatedprobable loss connected to the
Jarman Leased departments business, withproceeding, or in cases in which no reasonable estimate is possible, the remainder being primarily employed at corporate headquarters.minimum
amount in the range of estimated losses, based upon its analysis of the facts
and circumstance as of the close of the most recent fiscal quarter. However,
because of uncertainties and risks inherent in litigation generally and in
environmental proceedings in particular, there can be no assurance that future
developments will not require additional reserves to be set aside, that some or
all reserves will be adequate or that the amounts of any such additional
reserves or any such inadequacy will not have a material adverse effect upon the
Company's financial condition or results of operations.
BUSINESS SEGMENTS
The Company currently operates four reportable business segments (not including
corporate)the corporate segment): Journeys;Journeys, comprised of Journeys and Journeys Kidz retail
footwear chains; Jarman, comprised primarily of the Jarman and Underground
Station retail footwear chains; Johnston & Murphy, comprised of Johnston &
Murphy retail stores, direct marketing and wholesale distribution; and Licensed
Brands, comprised of Dockers and Nautica Footwear. The Company has ended theits license agreement with Nautica Apparel, Inc.
to market footwear under the Nautica footwearlabel, effective January 31, 2001. In Fiscal 2000 the Company operated the Other Retail
segment, comprised of General Shoe Warehouse and the Jarman Leased departments,
both of which were closed in Fiscal 2000. The
Company also operated the Leather segment in Fiscal 2000 and someduring part of Fiscal 2001. The
Company sold certain assets of its Volunteer Leather business on June 19, 2000
and has discontinued all Leather segment operations. See "Significant
Developments."
RESULTS OF OPERATIONS - FISCAL 2002 COMPARED TO FISCAL 2001
The Company's net sales for Fiscal 2002 (52 weeks) increased 9.8% to $746.8
million from $680.2 million in Fiscal 2001 (53 weeks). Gross margin increased
8.4% to $349.6 million in Fiscal 2002 from $322.5 million in Fiscal 2001 but
decreased as a percentage of net sales from 47.4% to 46.8%. Selling and
administrative expenses in Fiscal 2002 increased 8.7% from Fiscal 2001 but
decreased as a percentage of net sales from 38.1% to 37.7%. Explanations of the
changes in results of operations are provided by business segment in discussions
following these introductory paragraphs.
17
Earnings before income taxes and discontinued operations ("pretax earnings") for
Fiscal 2002 were $55.9 million compared to $53.0 million for Fiscal 2001. Pretax
earnings for Fiscal 2002 included restructuring and other charges of $5.1
million related to the closing of the Johnston & Murphy plant, elimination of
staff in the Company's headquarters and asset impairments. Pretax earnings for
Fiscal 2001 included a restructuring charge of $4.4 million related to the
termination of the Nautica Footwear license.
Net earnings for Fiscal 2002 were $37.1 million ($1.49 diluted earnings per
share) compared to $29.6 million ($1.23 diluted earnings per share) for Fiscal
2001. Net earnings for Fiscal 2002 included a $1.3 million ($0.05 diluted
earnings per share) charge to earnings (net of tax) for additional environmental
clean-up costs at the Company's former Volunteer Leather tannery in Whitehall,
Michigan, and other adjustments to discontinued operations, primarily for
additional anticipated costs for a remedial investigation and feasibility study
at its former knitting mill in New York. Net earnings for Fiscal 2001 included a
$3.0 million ($0.11 diluted earnings per share) charge to earnings (net of tax)
related to the divestiture of the Company's Volunteer Leather business. The
Company recorded an effective federal income tax rate of 31.4% for Fiscal 2002
compared to 38.0% for Fiscal 2001. The Company determined that approximately
$3.5 million of previously accrued income taxes was no longer required. Because
this amount is reflected as current year income tax benefit, it reduced the
Company's effective federal income tax rate for Fiscal 2002.
Journeys
Fiscal Year Ended
%
2002 2001 Change
(dollars in thousands)
Net sales............................................... $ 381,736 $ 300,758 26.9%
Operating income........................................ $ 51,925 $ 41,869 24.0%
Operating margin........................................ 13.6% 13.9%
Reflecting primarily both a 27% increase in average Journeys stores operated
(i.e., the sum of the number of stores open on the first day of the fiscal year
and the last day of each fiscal month during the year divided by thirteen) and a
6% increase in comparable store sales, net sales from Journeys increased 26.9%
for Fiscal 2002 compared to Fiscal 2001. The average price per pair of shoes
decreased 4% in Fiscal 2002, primarily reflecting changes in product mix, but
unit sales increased 31% during the same period. The store count for Journeys
was 533 stores at the end of Fiscal 2002, including 14 Journeys Kidz stores,
compared to 425 Journeys stores at the end of Fiscal 2001.
Journeys operating income for Fiscal 2002 increased 24.0% to $51.9 million
compared to $41.9 million for Fiscal 2001. The increase was due to increased
sales from both store openings and a comparable store sales increase and
increased gross margin as a percentage of net sales.
18
Jarman
Fiscal Year Ended
%
2002 2001 Change
(dollars in thousands)
Net sales............................................... $ 120,242 $ 109,791 9.5%
Operating income........................................ $ 5,319 $ 8,395 (36.6)%
Operating margin........................................ 4.4% 7.6%
Primarily due to a 16% increase in average stores operated, partially offset by
a 4% decrease in comparable store sales, net sales from the Jarman division
(including Underground Station stores) increased 9.5% for Fiscal 2002 compared
to Fiscal 2001. The increase in sales was driven primarily by Underground
Station stores. The Jarman division had sequential quarter over quarter
comparable store sales improvements after the second quarter, with an 11%
decrease in the second quarter to a 2% decrease in the fourth quarter and ending
the year with a same store sales gain of 14% in January. The average price per
pair of shoes decreased 5% in Fiscal 2002, primarily reflecting increased
markdowns and changes in product mix, but unit sales increased 12% during the
same period. Jarman operated 227 stores at the end of Fiscal 2002, including 97
Underground Station stores. Going forward, the Company does not intend to open
any new Jarman stores. All new store openings in this segment are planned to be
Underground Station stores. During Fiscal 2002, eight Jarman stores were
converted to Underground Station stores. The Company had operated 207 stores at
the end of Fiscal 2001, including 57 Underground Station stores.
Jarman operating income for Fiscal 2002 was $5.3 million compared to $8.4
million for Fiscal 2001 and decreased as a percent of sales to 4.4% from 7.6% in
Fiscal 2001. The decrease was due to decreased gross margin as a percentage of
net sales, due primarily to increased markdowns and changes in product mix and
increased expenses as a percentage of net sales.
Johnston & Murphy
Fiscal Year Ended
%
2002 2001 Change
(dollars in thousands)
Net sales............................................... $ 167,989 $ 188,060 (10.7)%
Operating income........................................ $ 14,125 $ 24,636 (42.7)%
Operating margin........................................ 8.4% 13.1%
Johnston & Murphy net sales decreased 10.7% to $168.0 million for Fiscal 2002
from $188.1 million for Fiscal 2001, reflecting a 9% decrease in comparable
store sales for Johnston & Murphy retail operations and a 20% decrease in
Johnston & Murphy wholesale sales. Retail operations accounted for 68% of
Johnston & Murphy segment sales in Fiscal 2002, up from 64% in Fiscal 2001. The
store count for Johnston & Murphy retail operations at the end of Fiscal 2002
included 148 Johnston & Murphy stores and factory stores compared to 147
Johnston & Murphy stores and factory stores at the end of Fiscal 2001. The
average price per pair of shoes for Johnston & Murphy retail decreased 4% in
Fiscal 2002, reflecting primarily changes in product mix and increased
markdowns, and unit sales decreased 4% during the same period. Unit sales for
the Johnston & Murphy wholesale business
19
decreased 16% in Fiscal 2002, and the average price per pair of shoes decreased
8% for the same period, reflecting increased promotional activities and mix
changes.
Johnston & Murphy operating income for Fiscal 2002 decreased 42.7% from $24.6
million for Fiscal 2001 to $14.1 million, primarily due to decreased sales,
decreased gross margin as a percentage of net sales, due primarily to increased
promotional activities and markdowns and changes in product mix and to increased
expenses as a percentage of net sales.
Licensed Brands
Fiscal Year Ended
%
2002 2001 Change
(dollars in thousands)
Net sales............................................... $ 76,854 $ 81,557 (5.8)%
Operating income........................................ $ 8,001 $ 4,695 70.4%
Operating margin........................................ 10.4% 5.8%
Licensed Brands' net sales decreased 5.8% to $76.9 million for Fiscal 2002 from
$81.6 million for Fiscal 2001. The sales decrease reflected a 13% increase in
net sales of Dockers Footwear, offset by $12.7 million in declining sales of
Nautica Footwear. Unit sales for the Licensed Brands wholesale businesses were
flat for Fiscal 2002, while the average price per pair of shoes decreased 5% for
the same period, reflecting increased promotional activities.
Licensed Brands' operating income for Fiscal 2002 increased 70.4% from $4.7
million for Fiscal 2001 to $8.0 million, primarily due to decreased expenses as
a percentage of net sales.
For additional information regarding the Company's decision to exit the Nautica
Footwear business, see "Significant Developments - Nautica Footwear License
Cancellation." Net sales for Nautica footwear were $6.1 million and $18.8
million for Fiscal 2002 and Fiscal 2001, respectively, while operating losses
were $0.6 million and $2.5 million for Fiscal 2002 and Fiscal 2001,
respectively.
Corporate, Interest Expenses and Other Charges
Corporate and other expenses for Fiscal 2002 were $10.5 million compared to
$14.9 million for Fiscal 2001 (exclusive of a restructuring charge of $5.1
million and other charges of $0.4 million, primarily litigation and severance
charges, in Fiscal 2002 and a restructuring charge of $4.4 million and other
charges of $0.1 million, primarily litigation and severance charges, in Fiscal
2001), a decrease of 29.6%. The decrease in corporate expenses in Fiscal 2002 is
attributable primarily to decreased bonus accruals partially offset by costs
associated with the construction of a new distribution center.
Interest expense was flat for Fiscal 2002 compared to Fiscal 2001.
Interest income decreased 20% from $1.4 million in Fiscal 2001 to $1.1 million
in Fiscal 2002 due to decreases in average short-term investments. Borrowings
under the Company's revolving credit facility averaged $20,000 for Fiscal 2002
compared to zero borrowings for Fiscal 2001.
20
RESULTS OF OPERATIONS - FISCAL 2001 COMPARED TO FISCAL 2000
The Company's net sales for Fiscal 2001 (53 weeks) increased 23.0% to $680.2
million from $553.0 million in Fiscal 2000 (52 weeks). Total retail sales
attributable to the extra week were $9.4 million. Excluding net sales
attributable to the divested Other Retail business from last year,Fiscal 2000, the
Company's net sales increased 25.0% to $680.2 million in Fiscal 2001 from
$544.2 million in Fiscal 2000. Gross margin increased 25.9% to $322.5 million
in Fiscal 2001 from $256.3 million in Fiscal 2000 and increased as a percentage
of net sales from 46.3% to 47.4%. Selling and administrative expenses in Fiscal
2001 increased 23.7% from Fiscal 2000 and increased as a percentage of net
sales from 37.8% to 38.1%. Selling and administrative expenses were reduced
$1.4 million in Fiscal 2001, reflecting a reduction in pension expense to $0.3
million from $1.7 million in Fiscal 2000. Explanations of the changes in
results of operations are provided by business segment in discussions following
these introductory paragraphs.
16
17
Earnings before income taxes and discontinued operations ("pretax earnings")
for Fiscal 2001 were $53.0 million compared to $41.0 million for Fiscal 2000.
Pretax earnings for Fiscal 2001 included a restructuring charge of $4.4 million
related to the termination of the Nautica Footwear license.
Net earnings for Fiscal 2001 were $29.6 million ($1.23 diluted earnings per
share) compared to $25.9 million ($1.05 diluted earnings per share) for Fiscal
2000. Net earnings for Fiscal 2001 included a $3.0 million ($.110.11 diluted
earnings per share) charge to earnings (net of tax) related to the divestiture
of the Company's Volunteer Leather business. Net earnings for Fiscal 2000
include a gain from discontinued operations, net of tax, of $0.6 million ($0.02
diluted earnings per share). The Company recorded an effective federal income
tax rate of 38.0% for Fiscal 2001.2001 compared to 38.2% for Fiscal 2000.
Journeys
Fiscal Year Ended
--------------------------------------------------- %
2001 2000 Change
----------- ------------------- -------- ------
(dollars in thousands)
Net sales............................................... $ 300,758 $ 215,318sales .................... $300,758 $215,318 39.7%
Operating income........................................income ............. $ 41,869 $ 29,719 40.9%
Operating margin........................................margin ............. 13.9% 13.8%
Reflecting both a 30% increase in average Journeys stores operated (i.e., the
sum of the number of stores open on the first day of the fiscal year and the
last day of each fiscal month during the year divided by thirteen) and a 12%
increase in comparable store sales, net sales from Journeys increased 39.7% for
Fiscal 2001 compared to Fiscal 2000. The average price per pair of shoes
increased 1% in Fiscal 2001, primarily reflecting changes in product mix, and
unit sales increased 38% during the same period. The store count for Journeys
was 425 stores at the end of Fiscal 2001 compared to 323 stores at the end of
Fiscal 2000.
Journeys'Journeys operating income for Fiscal 2001 increased 40.9% to $41.9 million
compared to $29.7 million for Fiscal 2000. The increase was due to increased
sales from both store openings and a comparable store sales increase and
increased gross margin as a percentage of sales.
21
Jarman
Fiscal Year Ended
-------------------------------------------------- %
2001 2000 Change
----------- ------------------- ------- ------
(dollars in thousands)
Net sales............................................... $ 109,791 $ 86,897sales .................... $109,791 $86,897 26.3%
Operating income........................................income ............. $ 8,395 $ 4,336 93.6%
Operating margin........................................margin ............. 7.6% 5.0%
Primarily due to a 17% increase in average stores operated and a 6% increase in
comparable store sales, net sales from the Jarman division (including
Underground Station stores) increased 26.3% for Fiscal 2001 compared to Fiscal
2000. The increase in sales and comparable store sales was driven primarily by
Underground Station stores. The average price per pair of shoes increased 2% in
Fiscal 2001, primarily reflecting changes in product mix, and unit sales
increased 22% during the same period. Jarman operated 207 stores at the end of
Fiscal 2001, including 57 Underground Station stores. Going forward, the
Company willdoes not intend to open any new Jarman stores. All new store openings
in 17
18
this segment willare planned to be Underground Station stores, and many of the existing Jarman
stores will be converted to Underground Station stores. ItThe Company had
operated 161 stores at the end of Fiscal 2000, including 21 Underground Station
stores.
Jarman operating income for Fiscal 2001 was $8.4 million compared to $4.3
million for Fiscal 2000 and increased as a percent of sales to 7.6% from 5.0%
in Fiscal 2000. The increase was due to increased sales and increased gross
margin in dollars and as a percentage of sales, due primarily to changes in
product mix, and to decreased expenses as a percentage of sales.
Johnston & Murphy
Fiscal Year Ended
--------------------------------------------------- %
2001 2000 Change
----------- ------------------- -------- ------
(dollars in thousands)
Net sales............................................... $ 188,060 $ 167,459sales .................... $188,060 $167,459 12.3%
Operating income........................................income ............. $ 24,636 $ 22,187 11.0%
Operating margin........................................margin ............. 13.1% 13.2%
Johnston & Murphy net sales increased 12.3% to $188.1 million for Fiscal 2001
from $167.5 million for Fiscal 2000. Johnston & Murphy retail sales increased
14%. The increase reflects primarily a 3% increase in comparable store sales
and a 6% increase in average Johnston & Murphy retail stores operated. Retail
operations accounted for 64% of Johnston & Murphy segment sales in Fiscal 2001,
up from 63% in Fiscal 2000. The store count for Johnston & Murphy retail
operations at the end of Fiscal 2001 included 147 Johnston & Murphy stores and
factory stores compared to 143 Johnston & Murphy stores and factory stores at
the end of Fiscal 2000. The average price per pair of shoes for Johnston &
Murphy retail decreased 1% in Fiscal 2001, primarily due to increased
markdowns, while unit sales increased 10% during the same period. There was a
10% increase in Johnston & Murphy wholesale sales. Unit sales for the Johnston
& Murphy wholesale business increased 15% in Fiscal 2001, while the average
price per pair of shoes decreased 4% for the same period, reflecting increased
promotional activities and mix changes.
22
Johnston & Murphy operating income for Fiscal 2001 increased 11.0% from $22.2
million for Fiscal 2000 to $24.6 million, primarily due to increased sales.
Licensed Brands
Fiscal Year Ended
------------------------------------------------- %
2001 2000 Change
----------- ------------------ ------- ------
(dollars in thousands)
Net sales............................................... $ 81,557 $ 74,518sales .................... $81,557 $74,518 9.4%
Operating income........................................income ............. $ 4,695 $ 2,488 88.7%
Operating margin.........................................margin ............. 5.8% 3.3%
Licensed BrandsBrands' net sales increased 9.4% to $81.6 million for Fiscal 2001 from
$74.5 million for Fiscal 2000. The sales increase reflected a 36% increase in
net sales of Dockers Footwear, offset by $9.6 million in declining sales of
Nautica Footwear. Unit sales for the Licensed Brands wholesale businesses
18
19
increased 9% for Fiscal 2001, while the average price per pair of shoes
decreased 2% for the same period, reflecting increased promotional activities
in the Nautica business and changes in product mix.
Licensed BrandsBrands' operating income for Fiscal 2001 increased 88.7% from $2.5
million for Fiscal 2000 to $4.7 million, primarily due to increased sales and
decreased expenses as a percentage of sales.
For additional information regarding the Company's decision to exit the Nautica
Footwear business, see "Significant Developments --- Nautica Footwear License
Cancellation." Net sales for Nautica footwear were $18.8 million and $28.4
million for Fiscal 2001 and Fiscal 2000, respectively, while operating losses
were $2.5 million and $2.2 million for Fiscal 2001 and Fiscal 2000,
respectively.
Other Retail
Fiscal Year Ended
--------------------------------------------------- %
2001 2000 Change
----------- ----------- --------------- -------- ------
(dollars in thousands)
Net sales............................................... $ -0-sales .................... $-0- $ 8,840 (100.0%)(100.0)%
Operating loss..........................................$ -0-loss ............... $-0- $ (500) NA
Operating margin........................................margin ............. NA (5.7%)(5.7)%
The Jarman Leased departments business was closed in the first quarter of
Fiscal 2000 and the remaining five Other Retail stores, which were General Shoe
Warehouse stores, were transferred to the Jarman and Johnston & Murphy
operating segments during the first quarter of Fiscal 2001. The Company will no
longer report results from the Other Retail segment.
Corporate, and Interest Expenses and Other Charges
Corporate and other expenses for Fiscal 2001 were $14.9 million compared to
$10.9 million for Fiscal 2000 (exclusive of a restructuring charge of $4.4
million and other charges of $0.1 million, primarily litigation and severance
charges, in Fiscal 2001 and other charges of $0.4 million, primarily litigation
and severance charges, in Fiscal 2000), an increase of 37.3%. The increase in
corporate expenses in
23
Fiscal 2001 is attributable primarily to increased bonus accruals based upon the
improved financial performance of the Company.
Interest expense increased 5.7% from $8.2 million in Fiscal 2000 to $8.6
million in Fiscal 2001, primarily due to increased bank activity fees related
to the increase in the number of individual bank accounts because of new store
openings.
Interest income decreased 34% from $2.2 million in Fiscal 2000 to $1.4 million
in Fiscal 2001 due to decreases in average short-term investments. There were
no borrowings under the Company's revolving credit facility during either
Fiscal 2001 or Fiscal 2000.
RESULTS OF OPERATIONS - FISCAL 2000 COMPARED TO FISCAL 1999
The Company's net sales for Fiscal 2000 increased 3.9% to $553.0 million from
$532.2 million in Fiscal 1999. Excluding net sales attributable to the divested
Other Retail and western boot businesses from both periods, the Company's net
sales increased 18.5% to $544.2 million in Fiscal 2000 from $459.4 million in
Fiscal 1999. Gross margin increased 5.2% to $256.3 million in Fiscal 2000 from
$243.5 million in Fiscal 1999 and increased as a percentage of net sales from
45.8% in Fiscal 1999 to 46.3% in Fiscal 2000. Selling and administrative
expenses in Fiscal 2000 were flat with Fiscal 1999 but decreased as a percentage
of net sales from 39.2% in Fiscal 1999 to 37.8% in Fiscal 2000. Explanations of
the changes in results of operations are provided by business segment in
discussions following these introductory paragraphs.
19
20
Earnings before income taxes, discontinued operations and extraordinary loss
("pretax earnings") for Fiscal 2000 were $41.0 million compared to $30.5 million
for Fiscal 1999. Pretax earnings for Fiscal 1999 included a restructuring gain
of $2.4 million primarily relating to the Boot Divestiture and $2.0 million of
other charges, primarily litigation and severance charges, including the fourth
quarter $1.3 million workforce reduction charge discussed under "Significant
Developments--Workforce Reduction."
Net earnings in Fiscal 2000 were $25.9 million ($1.05 diluted earnings per
share) compared to $53.1 million ($1.83 diluted earnings per share) for Fiscal
1999. Net earnings for Fiscal 2000 include a gain from discontinued operations,
net of tax, of $0.6 million ($0.02 diluted earnings per share). In addition to
the adjustments to earnings discussed above, Fiscal 1999 earnings included a tax
benefit of $24.1 million, a gain from discontinued operations, net of tax, of
$0.8 million ($0.03 diluted earnings per share) and an extraordinary charge, net
of tax, of $2.2 million ($0.07 diluted earnings per share) for the early
retirement of debt. The Company recorded an effective federal income tax rate of
38.2% for Fiscal 2000.
The Fiscal 1999 tax benefit of $24.1 million related to reversal of valuation
reserves on deferred tax assets in the fourth quarter of Fiscal 1999. The
reversal resulted from the reassessment by the Company of the levels of
valuation allowances. The Company concluded it was more likely than not that the
increased levels of deferred tax assets will be realized due to increased levels
of profitability, future income projections and the substantial removal of
uncertainties surrounding the Company's divestitures.
Journeys
Fiscal Year Ended
-------------------------- %
2000 1999 Change
----------- ----------- -------
(dollars in thousands)
Net sales............................................... $ 215,318 $ 159,965 34.6%
Operating income........................................ $ 29,719 $ 21,704 36.9%
Operating margin........................................ 13.8% 13.6%
Reflecting both a 28% increase in average Journeys stores operated and a 13%
increase in comparable store sales, net sales from Journeys increased 34.6% for
Fiscal 2000 compared to Fiscal 1999. The average price per pair of shoes
increased 3% in Fiscal 2000 and unit sales increased 31% during the same period.
The store count for Journeys included 323 stores at the end of Fiscal 2000
compared to 258 stores at the end of Fiscal 1999.
Journeys operating income for Fiscal 2000 was up 36.9% to $29.7 million compared
to $21.7 million in Fiscal 1999. The increase was due to increased sales both
from store openings and a comparable store sales increase and decreased expenses
as a percentage of sales.
20
21
Jarman
Fiscal Year Ended
---------------------- %
2000 1999 Change
-------- -------- ------
(dollars in thousands)
Net sales............................................... $ 86,897 $83,315 4.3%
Operating income........................................ $ 4,336 $ 2,983 45.4%
Operating margin........................................ 5.0% 3.6%
Primarily due to an 8% increase in comparable store sales, net sales from Jarman
increased 4.3% for Fiscal 2000 compared to Fiscal 1999. The increase in sales
was driven primarily by Underground Station stores. The average price per pair
of shoes increased 7% in Fiscal 2000 while unit sales decreased 4% during the
same period. Jarman operated 161 stores at the end of Fiscal 2000, including 21
Underground Station stores. It had operated 166 stores at the end of Fiscal
1999, including 17 Underground Station stores.
Jarman operating income for Fiscal 2000 was up 45.4% to $4.3 million compared to
$3.0 million in Fiscal 1999 and increased as a percent of sales to 5.0% from
3.6% in Fiscal 1999. The increase was due to increased sales, increased gross
margin in dollars and as a percentage of sales due primarily to lower markdowns,
and to decreased expenses as a percentage of sales.
Other Retail
Fiscal Year Ended
----------------------- %
2000 1999 Change
-------- -------- ------
(dollars in thousands)
Net sales............................................... $ 8,840 $ 56,184 (84.3%)
Operating income (loss)................................. $ (500) $ 2,214 NA
Operating margin........................................ (5.7%) 3.9%
The Jarman Leased departments business was closed in the first quarter of Fiscal
2000. Primarily because of the loss of sales from the Jarman Leased departments
business and a 14% decrease in comparable store sales for General Shoe
Warehouse, net sales from Other Retail decreased 84.3% for Fiscal 2000 compared
to Fiscal 1999. Other Retail operating income for Fiscal 2000 was down $2.7
million from Fiscal 1999 as a result of the decreased sales and decreased gross
margins as a percentage of sales. As of January 29, 2000, only five Other Retail
stores were open, which were General Shoe Warehouse stores, compared to 94 Other
Retail stores operated at the end of Fiscal 1999. In the first quarter of Fiscal
2001, four of the General Shoe Warehouse stores were transferred to the Jarman
operating segment and one was transferred to the Johnston & Murphy operating
segment. The Company will no longer report results from the Other Retail
segment.
21
22
Johnston & Murphy
Fiscal Year Ended
------------------------ %
2000 1999 Change
--------- ---------- ------
(dollars in thousands)
Net sales............................................... $ 167,459 $ 148,380 12.9%
Operating income........................................ $ 22,187 $ 19,708 12.6%
Operating margin........................................ 13.2% 13.3%
Johnston & Murphy net sales increased 12.9% to $167.5 million in Fiscal 2000
from $148.4 million in Fiscal 1999, reflecting primarily a 4% increase in
comparable store sales and a 9% increase in average Johnston & Murphy retail
stores operated. Retail operations accounted for 63% of Johnston & Murphy
segment sales in Fiscal 2000 and 62% of Johnston & Murphy segment sales in
Fiscal 1999. The store count for Johnston & Murphy retail operations at the end
of Fiscal 2000 included 143 Johnston & Murphy stores and factory stores compared
to 132 Johnston & Murphy stores and factory stores at the end of Fiscal 1999.
The average price per pair of shoes for Johnston & Murphy retail increased 1% in
Fiscal 2000 and unit sales increased 11% during the same period. There was a 10%
increase in Johnston & Murphy wholesale sales. Unit sales for the Johnston &
Murphy wholesale business increased 12% in Fiscal 2000, while the average price
per pair of shoes decreased 3% for the same period, reflecting increased
promotional activities and mix changes.
Johnston & Murphy operating income for Fiscal 2000 increased 12.6% from $19.7
million in Fiscal 1999 to $22.2 million in Fiscal 2000, primarily due to
increased sales and decreased expenses as a percentage of sales from increased
leverage.
Licensed Brands
Fiscal Year Ended
----------------------- %
2000 1999 Change
-------- --------- ------
(dollars in thousands)
Net sales............................................... $ 74,518 $ 67,760 10.0%
Operating income........................................ $ 2,488 $ 2,435 2.2%
Operating margin........................................ 3.3% 3.6%
Licensed Brands net sales increased 10.0% to $74.5 million in Fiscal 2000 from
$67.8 million in Fiscal 1999, reflecting primarily a 9% increase in Licensed
Brands wholesale sales. Unit sales for the Licensed Brands wholesale businesses
increased 16% in Fiscal 2000, while the average price per pair of shoes
decreased 6% for the same period, reflecting increased promotional activities.
Licensed Brands operating income for Fiscal 2000 increased 2.2% from $2.4
million in Fiscal 1999 to $2.5 million in Fiscal 2000, primarily due to
increased sales and decreased expenses as a percentage of sales.
22
23
Corporate and Interest Expenses
Corporate and other expenses for Fiscal 2000 were $10.9 million compared to
$11.0 million for Fiscal 1999 (exclusive of other charges of $0.4 million,
primarily litigation and severance charges, in Fiscal 2000 and a restructuring
gain of $2.4 million and other charges of $2.0 million, primarily litigation and
severance charges, in Fiscal 1999), a decrease of 1.3%. The decrease in
corporate expenses in Fiscal 2000 is attributable primarily to decreased
professional fees.
Interest expense decreased 11.9% from $9.3 million in Fiscal 1999 to $8.2
million in Fiscal 2000, primarily due to the decrease in interest rates on the
Company's long-term debt from 10 3/8% on $75 million in borrowings as a result
of the notes being redeemed in Fiscal 1999 to 5 1/2% on $103.5 million of
convertible notes issued in Fiscal 1999.
Interest income decreased 18% from $2.6 million in Fiscal 1999 to $2.2 million
in Fiscal 2000, due to decreases in general marketplace interest rates. There
were no borrowings under the Company's revolving credit facility during either
Fiscal 2000 or Fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain financial data at the dates indicated.
Feb. 2, Feb. 3, Jan. 29,
Jan. 30,2002 2001 2000
1999
------- --------------- --------
(dollars in millions)
-------------------
Cash and short-term investments..............................................cash equivalents .................................. $ 46.4 $ 60.4 $ 57.9
$ 58.7
Working capital.............................................................. $ 144.9 $ 138.0 $ 155.8capital ............................................ $155.5 $144.9 $138.0
Long-term debt (includes current maturities)................................. $ 103.5 $ 103.5 $ 103.5 ............... $103.2 $103.5 $103.5
Current ratio................................................................ratio .............................................. 3.1x 2.5x 2.8x 3.1x
Working Capital
The Company's business is somewhat seasonal, with the Company's investment in
inventoryinventories and accounts receivable normally reaching peaks in the spring and
fall of each year. Cash flow from operations is generated principally in the
fourth quarter of each fiscal year.
Cash provided by operating activities was $27.9 million in Fiscal 2002 compared
to $36.1 million in Fiscal 2001. The $8.1 million decrease in cash flow from
operating activities reflects primarily an $8.9 million increase in inventories
for Fiscal 2002 compared to Fiscal 2001 primarily due to new store openings,
and to decreased accrued liabilities of $16.7 million primarily due to payments
of incentive compensation accruals and an $8.4 million increase in taxes paid
offset by increased earnings of $7.5 million in Fiscal 2002 and a $3.5 million
decrease in accounts receivable due to decreased wholesale sales. The $8.9
million increase in inventories at February 2, 2002 from February 3, 2001
levels reflects increases in retail inventory to support the net increase of
129 stores, excluding Nautica Leased departments, in Fiscal 2002.
Cash provided by operating activities was $36.1 million in Fiscal 2001 compared
to $47.2 million in Fiscal 2000. The $11.1 million decrease in cash flow from
operating activities reflectsreflected primarily a $3.1 million increase in accounts
receivable due to increased wholesale sales and extended terms, increased
inventoryinventories and a $6.8 million increase in taxes paid. The $25.8 million
increase in inventories at February 3, 2001 from January 29, 2000 levels
reflects increases in retail inventory to support the net increase of 147
stores, excluding Nautica Leased departments, in Fiscal 2001 as well as
increases to support the Company's continued growth.
Cash provided by operating activities was $47.2 million in Fiscal 2000 compared
to $9.4 million in Fiscal 1999. The $37.7 million increase in cash flow from
operating activities reflected primarily improved earnings, a much smaller
increase in inventory for Fiscal 2000 compared to Fiscal 1999 and an increase in
accrued liabilities for increased bonus accruals and income taxes to be paid in
Fiscal 2001. The $0.3 million increase in inventories at January 29, 2000 from
January 30, 1999 levels
2324
24
reflects planned increases in retail inventory to support the net increase of 60
stores, excluding Jarman Leased and Nautica Leased departments, in Fiscal 2000.
Accounts receivable at January 29, 2000 decreased $0.7 million compared to
January 30, 1999, primarily due to exiting the Jarman Leased departments
business, also contributing to the cash flow improvement. The Company's earnings
before income taxes, discontinued operations and extraordinary loss for Fiscal
2000 improved by $10.5 million over the prior year. Federal income taxes paid
for Fiscal 2000 increased by only $2.6 million from the prior year, as the
Company utilized its remaining net operating loss carryforwards.
Cash provided (or used) due to changes in accounts payable and accrued
liabilities are as follows:
Fiscal Year Ended
--------------------------------------------------------------------------
2002 2001 2000
1999
-------- -------- --------------- -------
(in thousands)
Accounts payable...................................................payable ....................... $(11,479) $ 4,635 $ (348)
$ (634)
Accrued liabilities................................................liabilities .................... (16,733) 10,468 4,385
(3,107)
-------- -------- --------
$ 15,103------- -------
$(28,212) $15,103 $ 4,037
$ (3,741)
======== ======== =============== =======
The fluctuations in accounts payable for Fiscal 2002 from Fiscal 2001 and for
Fiscal 2001 from Fiscal 2000 and for
Fiscal 2000 from Fiscal 1999 are due to changes in payment terms negotiated
with individual vendors, inventory levels and buying patterns. The change in
accrued liabilities in Fiscal 2001 as well as2002 was due primarily to payment of incentive
compensation accruals, income tax payments and restructuring payments and the
change in Fiscal 20002001 was due primarily to increased bonus accruals and income
tax accruals.
ThereThe average daily revolving credit borrowings for Fiscal 2002 were $20,000 and
there were no revolving credit borrowings during Fiscal 2001 2000 or 1999,2000, as cash
generated from operations and cash on hand funded seasonal working capital
requirements and capital expenditures. On July 16, 2001, the Company entered
into a revolving credit agreement with five banks, providing for loans or
letters of credit of up to $75 million. The agreement, as amended September 6,
2001, expires July 16, 2004.
The following table sets forth aggregate commitments as of February 2, 2002.
(in thousands) Payments Due by Period
-----------------------------------------------------------------------
Significant Contractual Less than 1 1 - 3 4 - 5 After 5
Cash Obligations Total year years years years
-------- ----------- -------- -------- --------
Long-Term Debt $103,245 $-0- $-0- $103,245 $-0-
Capital Lease Obligations 27 1 2 2 22
Operating Leases 456,888 59,970 117,876 110,260 168,782
-----------------------------------------------------------------------
Total Significant Contractual
Cash Obligations $560,160 $59,971 $117,878 $213,507 $168,804
=======================================================================
(in thousands) Amount of Commitment Expiration Per Period
----------------------------------------------------------------------------
Total Amounts Less than 1 1 - 3 4 - 5 Over 5
Commercial Commitments Committed year years years years
------------- ----------- -------- -------- --------
Letters of Credit $ 7,491 $ 7,491 $-0- $-0- $-0-
-----------------------------------------------------------------------
Total Commercial Commitments $ 7,491 $ 7,491 $-0- $-0- $-0-
=======================================================================
Capital Expenditures
Capital expenditures were $43.7 million, $34.7 million $22.3 million and $23.5$22.3 million for
Fiscal 2002, 2001 2000 and 1999,2000, respectively. The $9.0 million increase in Fiscal
2002 capital expenditures as compared to Fiscal 2001 resulted primarily from
capital expenditures for a new distribution center. The $12.4
25
million increase in Fiscal 2001 capital expenditures as compared to Fiscal 2000
resulted primarily from an increase in retail store capital expenditures due to
the increase in new stores.
The $1.2 million decreaseDue to the Company's retail growth, the Company began construction of a new
distribution center in Fiscal 20002002. The Company purchased 215 acres in Wilson
County, Tennessee to develop a new 322,000 square foot distribution facility.
The Company expects a total cost of $28 million for the distribution center
with a completion date in Spring 2002. The Company had capital expenditures as compared toof
$14.3 million in Fiscal 1999 resulted primarily from a decrease of capital expenditures connected
with new system initiatives related to2002 for the year 2000, which more than offset the
increase in retail store capital expenditures due to the increase in new stores.distribution facility.
Total capital expenditures in Fiscal 20022003 are expected to be approximately
$54.6$44.2 million. These include expected retail expenditures of $29.1$24.4 million to
open approximately 10190 Journeys stores, 1225 Journeys Kidz stores, 89 Johnston &
Murphy stores and factory stores, and 4616 Underground Station stores, and to
complete 2919 major store renovations. Capital expenditures for wholesale and
manufacturing operations and other purposes, including a new distribution
center, are expected to be approximately $25.5$19.8 million, including approximately
$1.9$2.0 million for new computer systems to improve customer service and support
the Company's growth and approximately $22.0$13.9 million for a new distribution
center.
DueFuture Capital Needs
The Company expects that cash on hand and cash provided by operations will be
sufficient to the Company's retail growth, the Company has begun studies forfund all of its capital expenditures through Fiscal 2003,
including costs associated with construction of a new distribution center. The
Company doesmay borrow from time to time, particularly in the fall, to support
seasonal working capital requirements should cash provided by operations not knowbe
sufficient to fund these items listed above. The approximately $7.8 million of
costs associated with the size or locationprior restructurings and discontinued operations that
are expected to be paid during the next twelve months are also expected to be
funded from cash on hand.
In October 2001, the Company authorized the additional repurchase, from time to
time, of up to 0.4 million shares of the facility, but expects itCompany's common stock of which there
are 501,100 shares remaining to be locatedrepurchased under this and prior
authorizations. These purchases will be funded from available cash. The Company
has repurchased a total of 6.7 million shares at a cost of $65.4 million from
all authorizations for Fiscal 1999 - Fiscal 2002. The Company repurchased
270,500 shares during Fiscal 2002 for a total cost of $4.8 million, which was
more than offset by the exercise of stock options and shares issued in the
Middle Tennessee area.employee stock purchase plan.
There were $7.5 million of letters of credit outstanding under the revolving
credit agreement at February 2, 2002, leaving availability under the revolving
credit agreement of $67.5 million. The revolving credit agreement requires the
Company to meet certain financial ratios and covenants, including minimum
tangible net worth, fixed charge coverage and debt to EBITDAR ratios. The
Company expects the Fiscal 2002 costwas in compliance with these financial covenants at February 2, 2002.
Violation of the facilityfixed charge coverage ratio, the most restrictive covenant, at
the current level of fixed charges would require earnings to be in the range of $22.0
24
25decline by
approximately $26 million to $24.0 million.for a rolling twelve month period.
The Company's current bankrevolving credit agreement has been amended
in orderrestricts the payment of dividends and
other payments with respect to facilitatecapital stock, however the additional capital expenditureCompany may make
payments with respect to preferred stock. At February 2, 2002, $20.1 million
was available for such payments related to common stock. The aggregate of
annual dividend requirements on the new
distribution center.Company's Subordinated Serial Preferred
26
Stock, $2.30 Series 1, $4.75 Series 3 and $4.75 Series 4, and on its $1.50
Subordinated Cumulative Preferred Stock is $294,000.
ENVIRONMENTAL AND OTHER CONTINGENCIES
The Company is subject to certain loss contingencies related to environmental
proceedings and other legal matters, including those disclosed in Note 1716 to
the Company's Consolidated Financial Statements. The Company has made
provisions for certain of these contingencies, including approximately $2.0
million reflected in Fiscal 2002, $2.6 million reflected in Fiscal 2001 and
$472,000 reflected in Fiscal 2000. The Company monitors these matters on an
ongoing basis and at least quarterly management reviews the Company's reserves
and accruals in relation to each of them, adjusting provisions as management
deems necessary in view of changes in available information. Changes in
estimates of liability are reported in the periods when they occur.
Consequently, management believes that its reserve in relation to each
proceeding is a reasonable estimate of the probable loss connected to the
proceeding, or in cases in which no reasonable estimate is possible, the
minimum amount in the range of estimated losses, based upon its analysis of the
facts and circumstances as of the close of the most recent fiscal quarter.
BecauseHowever, because of uncertainties and risks inherent in litigation generally
and in environmental proceedings in particular, however, there can be no assurance that
future developments will not require additional reserves to be set aside, that
some or all reserves may not be adequate or that the amounts of any such
additional reserves or any such inadequacy will not have a material adverse
effect upon the Company's financial condition or results of operations.
FUTURE CAPITAL NEEDS
The Company expects that cash on hand and cash provided by operations will be
sufficient to fund all of its capital expenditures through Fiscal 2002. The
approximately $8.7 million of costs associated with the prior restructurings and
discontinued operations that are expected to be incurred during the next twelve
months are also expected to be funded from cash on hand. In February of 2000,
the Company authorized the additional repurchase, from time to time, of up to
1.0 million shares of the Company's common stock. These purchases will be funded
from available cash. The Company has repurchased a total of 6.4 million shares
at a cost of $60.5 million out of authorizations totaling $6.8 million during
Fiscal 1999, Fiscal 2000 and Fiscal 2001.
There were $9.8 million of letters of credit outstanding under the revolving
credit agreement at February 3, 2001, leaving availability under the revolving
credit agreement of $55.2 million.
The Company's revolving credit agreement restricts the payment of dividends and
other payments with respect to capital stock. At February 3, 2001, $30.7 million
was available for such payments. The aggregate of annual dividend requirements
on the Company's Subordinated Serial Preferred Stock, $2.30 Series 1, $4.75
Series 3 and $4.75 Series 4, and on its $1.50 Subordinated Cumulative Preferred
Stock is $294,000.
FINANCIAL MARKET RISK
The following discusses the Company's exposure to financial market risk related
to changes in interest rates and foreign currency exchange rates.
Outstanding Debt of the Company - The Company's outstanding long-term debt of
$103.5$103.2 million 5 1/2% convertible subordinated notes due April 2005 bears
interest at a fixed rate. Accordingly, there would be no immediatenear term impact on
the Company's interest expense due to fluctuations in market 25
26
interest rates.
The fair value of the Company's long-term debt was $129.9$128.3 million at February
3, 20012, 2002 based on a dealer quote.
Cash and Short-Term InvestmentsCash Equivalents - The Company's cash and short-term investmentcash equivalent balances are
invested in financial instruments with original maturities of three months or
less. The Company does not have significant exposure to changing interest rates
on invested cash at February 3, 2001.2, 2002. As a result, the Company considers the
interest rate market risk implicit in these investments at February 3, 2001, if any, is2, 2002, to
be low.
Foreign Currency Exchange Rate Risk - Most purchases by the Company from
foreign sources are denominated in U.S. dollars. To the extent that import
transactions are denominated in other currencies, it is the Company's practice
to hedge its risks through the purchase of forward foreign exchange contracts.
Gains and
losses from these transactions are included in the cost of the underlying
purchases. The gain on contracts outstanding at February 3, 2001 was $1.3
million from current spot rates. At February 3, 2001,2, 2002, the Company had $31.3$12.1 million of foreign exchange
contracts for Italian LiraEuro. The Company's policy is not to speculate in derivative
instruments for profit on the exchange rate price fluctuation and Euro.it does not
hold any derivative instruments for trading purposes. Derivative instruments
used as hedges must be effective at reducing the risk associated with the
exposure being hedged and must be designated as a hedge at the inception of the
contract. The loss on contracts outstanding at February 2, 2002 was $0.3
million based on current spot rates. As of
27
February 3, 2001,2, 2002, a 10% adverse change in foreign currency exchange rates from
market rates would decrease the fair value of the contracts by approximately
$1.7$1.4 million.
Accounts Receivable - The Company's accounts receivable balance at February 2,
2002 is concentrated in its two remaining wholesale businesses, which sell
primarily to department stores and independent retailers across the United
States. One customer accounts for 11% of the Company's trade accounts
receivable balance as of February 2, 2002. The Company monitors the credit
quality of its customers and establishes an allowance for doubtful accounts
based upon factors surrounding credit risk, historical trends and other
information; however, credit risk is affected by conditions or occurrences
within the economy and the retail industry.
Summary - Based on the Company's overall market interest rate and foreign
currency rate exposure at February 3, 2001,2, 2002, the Company believes that the
effect, if any, of reasonably possible near-term changes in interest rates or
fluctuations in foreign currency exchange rates on the Company's consolidated
financial position, resultsresult of operations or cash flows for Fiscal 20012002 would
not be material.
The Company does not purchase or hold any derivative financial instruments for
trading purposes.
CHANGES INNEW ACCOUNTING PRINCIPLES
In June 19982001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations. This statement eliminates the pooling-of-interests method of
accounting for business combinations except for qualifying business
combinations initiated prior to July 1, 2001. The Company does not expect this
statement to have a material impact on its results of operations or financial
condition.
In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. This statement establishes new rules on the accounting for goodwill and
other intangible assets. The Company does not expect this statement to have a
material impact on its results of operations or financial condition.
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. This statement establishes accounting standards for recognition
and measurement of a liability for an asset retirement obligation and the
associated asset retirement cost. The Company does not expect this statement to
have a material impact on its results of operations or financial condition.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. The Company
does not expect this statement to have a material impact on its results of
operations or financial condition.
The Company implemented Statement of Financial Accounting Standards SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities, effective for fiscal years beginning after
June 15, 1999. The Financial Accounting Standards Board issued SFAS No. 137 in July 1999 to delay the effective datefirst
quarter of SFAS No. 133 for one year, to fiscal
years beginning after June 15, 2000. SFAS No. 133Fiscal 2002. This statement establishes accounting and reporting
standards for derivative instruments and for hedging activities. ItSFAS 133
requires an entity to recognize all derivatives as either assets or liabilities
in the consolidated balance sheet and to measure those instruments at fair
value. Under certain conditions, a derivative may be specifically designated as
a fair value hedge or a cash flow hedge. The accounting for changes in the fair
value of a derivative are recorded each period in current earnings or in other
comprehensive income depending on the intended use of the derivative
28
and the resulting designation. Management ofFor Fiscal 2002, the Company anticipates that, due to the
Company's limited userecorded an
unrealized loss on foreign currency forward contracts of derivative instruments, the adoption of SFAS No. 133
will not have a significant effect on the Company's results of operations or its
financial position.$0.2 million in
accumulated other comprehensive income.
In July 2000, the Emerging Issues Task Force issued EITF: Issue 00-10,
"Accounting for Shipping and Handling Fees and Costs." The new pronouncement
requires shipping and handling billings to customers be recorded as revenue.
Amounts for shipping and handling costs can no longer be netted with related
shipping and handling billings. The Company has restated its financial
statements for Fiscal 2001 2000 and 19992000 to reflect the change in accounting for
shipping and handling fees and costs.
26
27
OUTLOOK
This "Outlook" section in this Form 10-K contains a number of forward-looking
statements relating to sales, earnings per share, capital expenditures and store
opening expectations for Fiscal 2002. These forward-looking statements are based
on the Company's expectations as of May 4, 2001. All of the forward-looking
statements are based on management's current expectations and are inherently
uncertain. Actual results could differ materially from those reflected by the
forward-looking statements in this discussion and a number of factors may
adversely affect future results, liquidity and capital resources. These factors
include changes in consumer demand or tastes that affect sales at retail or
wholesale, changes in buying patterns by significant wholesale customers and
risks associated with a softening economy, including erosion of revenues or
margins caused by weakening consumer demand and deterioration in the
collectibility of trade accounts receivable. These factors also include
disruptions in product supply or distribution, including disruptions or price
increases in the leather market related to foot and mouth or other cattle
diseases, changes in business strategies by the Company's competitors, the
Company's ability to open or convert, staff and support additional retail stores
on schedule and at acceptable expense levels, failure of new retail ventures to
meet expectations and the outcome of litigation and environmental matters and
the adequacy of related reserves, including those discussed in Note 17 to the
Consolidated Financial Statements. Although the Company believes it has an
appropriate business strategy and the resources necessary for its operations,
future revenue and margin trends cannot be reliably predicted and the Company
may alter its business strategies to address changing conditions.
The Company expects net sales growth in the range of 15-20% for Fiscal 2002,
with an overall same store sales increase in the mid-single digit range.
In connection with the termination of the Nautica Footwear license agreement,
the Company will fill customer orders and sell existing inventory for the first
half of Fiscal 2002. The Company anticipates Nautica sales of between $6.5 and
$8.0 million and operating losses in the range of $1.0 - $1.8 million in the
first half of Fiscal 2002. The Company's expectations for Nautica are subject to
uncertainties including the risk that existing orders may be cancelled or that
existing inventory may not be sold or may require greater that planned
markdowns.
The Company is comfortable that it can meet First Call earnings expectations of
$1.70 per share for Fiscal 2002. It expects the earnings improvement from Fiscal
2001 to be primarily attributable to net sales growth and to selling, general
and administrative expense leverage related to same store sales growth.
The Company expects capital expenditures for Fiscal 2002 to be approximately
$54.6 million. The Company plans to open 101 Journeys stores, 12 Journeys Kidz
stores, 46 Underground Station stores and 8 Johnston & Murphy stores and factory
stores. The Company also plans to build a new distribution center with current
year expenditures of approximately $22.0 - $24.0 million.
INFLATION
The Company does not believe inflation has had a material impact on sales or
operating results during periods covered in this discussion.
27
28
ITEM 7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company incorporates by reference the information regarding market risk to
appear under the heading "Market Risk" in Management's Discussion and Analysis
of Financial Condition and Results of Operations.
2829
29
ITEM 8, FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page
----
ReportReports of Independent Accountants 3031
Consolidated Balance Sheet, February 2, 2002 and February 3, 2001 and January 29, 2000 3133
Consolidated Earnings, each of the three fiscal years ended 2002, 2001 and 2000 and 1999 3234
Consolidated Cash Flows, each of the three fiscal years ended
2002, 2001 and 2000 and 1999 3335
Consolidated Shareholders' Equity, each of the three fiscal years ended
2002, 2001 and 2000 and 1999 3436
Notes to Consolidated Financial Statements 3537
2930
30Report of Independent Accountants
To the Board of Directors and Shareholders of Genesco Inc.
We have audited the consolidated balance sheet of Genesco Inc. and Subsidiaries
as of February 2, 2002, and the related consolidated statements of earnings,
shareholders' equity, and cash flows for the year then ended. Our audit also
included the financial statement schedule listed in the Index at Item 14(a) as
of February 2, 2002 and for the year then ended. These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the 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. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the fiscal year 2002 consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
position of Genesco Inc. and Subsidiaries at February 2, 2002, and the
consolidated results of their operations and their cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein as
of February 2, 2002 and for the year then ended.
/s/ Ernst & Young LLP
Nashville, Tennessee
February 26, 2002
31
To the Board of Directors and
Shareholders of Genesco Inc.
Report of Independent Accountants
In our opinion, the consolidated financialbalance sheet and the related consolidated
statements listed in the index
appearing under Item 14 on page 71, presentsof earnings, shareholders' equity, and of cash flows, present
fairly, in all material respects, the financial position of Genesco Inc. and
its subsidiaries (the "Company") at February 3, 2001, and January 29, 2000, and the results of their
operations and their cash flows for each of the threetwo years in the period ended
February 3, 2001, in conformity with accounting principles generally accepted
in the United States of America. In addition, in our opinion, the financial
statement schedule listed in the index appearing under Item 14, on page 71 presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedule are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit 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 the opinion expressed above.
/s/PricewaterhouseCoopers LLP
Nashville, Tennessee
February 27, 2001
3032
31
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheet
In Thousands
AS OF FISCAL YEAR END
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
2002 2001
2000
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
Cash and short-term investmentscash equivalents $ 46,384 $ 60,382
$ 57,860
Accounts receivable 19,857 22,700
23,617
Inventories 142,856 134,236 109,815
Deferred income taxes 7,942 15,263 14,826
Other current assets 12,717 10,806
8,881
Current assetsAccounts receivable of discontinued operations -0- 359
-0-
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total current assets 229,756 243,746
214,999
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Plant, equipment and capital leases 112,550 87,747 68,661
Deferred income taxes 15,730 3,396 4,184
Other noncurrent assets 5,019 16,644 13,321
Plant and equipment of discontinued operations net499 630
-0-
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 352,163 $ 301,165
==============================================================================================$363,554 $352,163
========================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 94,25267,497 $ 74,87494,252
Provision for discontinued operations 6,729 4,568
2,118
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 74,226 98,820
76,992
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Long-term debt 103,500103,245 103,500
Other long-term liabilities 24,391 7,354 6,368
Provision for discontinued operations 505 4,264
6,063
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total liabilities 202,367 213,938
192,923
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Contingent liabilities (see Note 17)16)
SHAREHOLDERS' EQUITY
Non-redeemable preferred stock 7,634 7,721 7,882
Common shareholders' equity:
Common stock, $1 par value:
Authorized: 80,000,000 shares
Issued: 2002 - 22,330,914; 2001 - 22,149,915; 2000 - 21,714,67822,149,915 22,331 22,150 21,715
Additional paid-in capital 98,622 95,194 94,784
Retained earnings 67,793 31,017
1,718Accumulated other comprehensive loss (17,336) -0-
Treasury shares, at cost (17,857) (17,857)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 161,187 138,225
108,242
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 352,163 $ 301,165
==============================================================================================$363,554 $352,163
========================================================================================================
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
3133
32
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED EARNINGS
IN THOUSANDS, EXCEPT PER SHARE AMOUNTSConsolidated Earnings
In Thousands, except per share amounts
- -----------------------------------------------------------------------------------------------------------------------------
FISCAL YEAR
---------------------------------------------------------------------------
2002 2001 2000
1999
-------- -------- --------- -----------------------------------------------------------------------------------------------------------------------------
Net sales................................................... $680,166 $553,032 $532,164sales $ 746,821 $ 680,166 $ 553,032
Cost of sales...............................................sales 397,212 357,653 296,772 288,684
Selling and administrative expenses.........................expenses 281,376 258,893 209,291 208,782
Restructuring and other charges, net........................net 4,805 3,433 -0-
(2,403)
-------- -------- --------- -----------------------------------------------------------------------------------------------------------------------------
Earnings from operations before interest....................interest 63,428 60,187 46,969
37,101
-------- -------- --------- -----------------------------------------------------------------------------------------------------------------------------
Interest expense..........................................expense 8,698 8,618 8,152
9,250
Interest income...........................................income (1,134) (1,418) (2,165)
(2,639)
-------- -------- --------- -----------------------------------------------------------------------------------------------------------------------------
Total interest expense, net.................................net 7,564 7,200 5,987
6,611
-------- -------- --------- -----------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes and discontinued operations and
extraordinary loss........................................55,864 52,987 40,982
30,490
Income taxes (benefit)......................................17,541 20,156 15,647
(24,068)
-------- -------- --------- -----------------------------------------------------------------------------------------------------------------------------
Earnings before discontinued operations and extraordinary
loss......................................................38,323 32,831 25,335 54,558
Discontinued operations:
Operating income (loss)................................... -0- (226) 587
365
Excess provision (provision)Provision for future losses............losses (1,253) (3,007) -0-
450
-------- -------- --------
Earnings before extraordinary loss.......................... 29,598 25,922 55,373
Extraordinary loss from early retirement of debt, net....... -0- -0- (2,245)
-------- -------- --------- -----------------------------------------------------------------------------------------------------------------------------
NET EARNINGS................................................EARNINGS $ 37,070 $ 29,598 $ 25,922
$ 53,128
======== ======== =====================================================================================================================================
Basic earnings per common share:
Before discontinued operations and extraordinary loss.....$ 1.74 $ 1.51 $ 1.12
Discontinued operations $ 2.13
Discontinued operations...................................(.06) $ (.15) $ .03
Net earnings $ .03
Extraordinary loss........................................ $ .00 $ .00 $ (.09)
Net earnings..............................................1.68 $ 1.36 $ 1.14 $ 2.07
Diluted earnings per common share:
Before discontinued operations and extraordinary loss.....$ 1.54 $ 1.35 $ 1.03
Discontinued operations $ 1.87
Discontinued operations...................................(.05) $ (.12) $ .02
Net earnings $ .03
Extraordinary loss........................................ $ .00 $ .00 $ (.07)
Net earnings..............................................1.49 $ 1.23 $ 1.05
$ 1.83
======== ======== =====================================================================================================================================
The accompanying Notes are an integral part of these Consolidated Financial
Statements
32Statements.
34
33
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Consolidated Cash Flows
In Thousands
- -----------------------------------------------------------------------------------------------------------------------------------
FISCAL YEAR
---------------------------------------
2002 2001 2000
1999
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
OPERATIONS:
Net earnings $ 37,070 $ 29,598 $ 25,922 $ 53,128
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 16,239 13,200 10,514 9,691
Deferred income taxes 6,071 351 10,687 (28,762)
Provision for losses on accounts receivable (263) 457 434
447
Loss on retirementImpairment of debtlong-lived assets 1,010 -0- -0-
3,651
Restructuring charge (gain)4,117 4,433 -0-
(2,403)
Provision for (gain from) discontinued operations 2,008 4,854 -0-
(731)
Other 1,039 467 1,690 2,344
Effect on cash of changes in working
capital and other assets and liabilities:
Accounts receivable 3,515 (3,093) 671
(2,814)
Inventories (8,941) (25,772) (282) (12,284)
Other current assets (1,911) (1,925) (2,162) (913)
Accounts payable and accrued liabilities (28,212) 15,103 4,037 (3,741)
Other assets and liabilities (3,836) (1,620) (4,358)
(8,195)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 27,906 36,053 47,153
9,418
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Capital expenditures (43,723) (34,735) (22,312) (23,512)
Proceeds from businesses divested and asset sales 436 3,694 10,069
14,115
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (43,287) (31,041) (12,243)
(9,397)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Payments on capital leases (1) (6) (2)
(243)
Stock repurchases (4,826) (8,778) (39,519)
(12,232)
Dividends paid (294) (298) (300)
(1,502)
Exercise of optionsOptions exercised and shares issued in employee stock purchase plan 6,890 6,592 4,028
2,169
Payments of long-term debtDeferred note expenditures (386) -0- -0-
(77,220)
Long-term borrowings -0- -0- 103,500
Deferred note expense -0- -0- (3,970)
Other -0- -0- (1,056)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 1,383 (2,490) (35,793)
9,446
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
NET CASH FLOW (13,998) 2,522 (883)
9,467
Cash and short-term investmentscash equivalents at
beginning of year 60,382 57,860 58,743
49,276
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTSCASH EQUIVALENTS AT END OF YEAR $ 46,384 $ 60,382 $ 57,860
$ 58,743
=================================================================================================================================================================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Net cash paid for:
Interest $ 8,156 $ 8,043 $ 7,520
$ 11,112
Income taxes 17,749 9,398 2,605 23
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
3335
34
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Consolidated Shareholders' Equity
In Thousands
RETAINED ACCUMULATED
TOTAL
NON-REDEEMABLE ADDITIONAL
EARNINGS OTHER
NON-REDEEMABLEPREFERRED COMMON PAID-IN TREASURY (ACCUMULATED COMPREHENSIVE COMPREHENSIVE
PREFERRED
STOCK STOCK CAPITAL STOCK
DEFICIT) INCOME INCOME
--------------- ------- ---------- -------- ------------ ------------- -------------- -------------------------------------------------------------------------------------------------------------------
BALANCE JANUARY 31, 1998 $7,945 $26,264 $132,218 $(17,857) $(75,456) $(1,150)
====== ======= ======== ======== ======== ======= =======Balance January 30, 1999 $ 7,918 $ 24,327 $ 126,095 $ (17,857)
===================================================================================================================
Net earnings -0- -0- -0- -0-
53,128 -0- 53,128
Dividends paid -0- -0- -0- -0- (1,576) -0- -0-
Exercise of options -0- 230 845 -0- -0- -0- -0-
Issue shares -- restricted
stock options -0- 67 533 -0- -0- -0- -0-
Issue shares -- Employee
Stock Purchase Plan -0- 107 387 -0- -0- -0- -0-
Tax effect of exercise
of stock options -0- -0- 1,887 -0- -0- -0- -0-
Stock repurchases -0- (2,343) (9,889) -0- -0- -0- -0-
Minimum pension
liability adjustment -0- -0- -0- -0- -0- 1,150 1,150
Other (27) 2 114 -0- -0- -0- -0-
-------
Comprehensive Income $54,278
------ ------- -------- -------- -------- ------- -------
BALANCE JANUARY 30, 1999 $7,918 $24,327 $126,095 $(17,857) $(23,904) $ -0-
====== ======= ======== ======== ======== ======= =======
Net earnings -0- -0- -0- -0- 25,922 -0- 25,922
Dividends paid -0- -0- -0- -0- (300) -0- -0-
Exercise of options -0- 693 2,796 -0-
-0- -0- -0-
Issue shares --- Employee Stock Purchase Plan -0- 122 417 -0- -0- -0- -0-
Tax effect of exercise of stock options -0- -0- 1,427 -0-
-0- -0- -0-
Stock repurchases -0- (3,439) (36,080) -0-
-0- -0- -0-
Other (36) 12 129 -0-
-0- -0- -0-
-------
Comprehensive Income $25,922
------ ------- -------- -------- -------- ------- -------
BALANCE JANUARYincome
- -------------------------------------------------------------------------------------------------------------------
Balance January 29, 2000 $7,882 $21,715 $7,882 21,715 94,784 $(17,857) $ 1,718 $ -0-
====== ======= ======== ======== ======== ======= =======(17,857)
===================================================================================================================
Net earnings -0- -0- -0- -0-
29,598 -0- 29,598
Dividends paid -0- -0- -0- -0- (299) -0- -0-
Exercise of options -0- 1,013 5,017 -0-
-0- -0- -0-
Issue shares --- Employee Stock Purchase Plan -0- 55 508 -0- -0- -0- -0-
Tax effect of exercise of stock options -0- -0- 2,758 -0-
-0- -0- -0-
Stock repurchases -0- (646) (8,131) -0-
-0- -0- -0-
Other (161) 13 258 -0-
Comprehensive income
- -------------------------------------------------------------------------------------------------------------------
Balance February 3, 2001 7,721 22,150 95,194 (17,857)
===================================================================================================================
Net earnings -0- -0- -0- -------
Comprehensive Income $29,598
------ ------- -------- -------- -------- ------- -------
BALANCE FEBRUARY 3, 2001 $7,721 $22,150 $ 95,194 $(17,857) $ 31,017 $ -0-
====== ======= ======== ======== ======== ======= =======
TOTAL
SHAREHOLDERS'
EQUITY
-------------
BALANCE JANUARY 31, 1998 $ 71,964
========
Net earnings 53,128
Dividends paid (1,576)-0- -0- -0- -0-
Exercise of options 1,075-0- 391 5,919 -0-
Issue shares -- restricted
stock options 600
Issue shares --- Employee Stock Purchase Plan 494-0- 42 538 -0-
Tax effect of exercise of stock options 1,887-0- -0- 1,138 -0-
Stock repurchases (12,232)-0- (271) (4,555) -0-
Cumulative effect of SFAS No. 133
(net of tax of $0.5 million) -0- -0- -0- -0-
Net change in foreign currency forward contracts -0- -0- -0- -0-
Loss on foreign currency forward contracts
(net of tax benefit of $0.1 million) -0- -0- -0- -0-
Minimum pension liability adjustment
1,150(net of tax benefit of $11.0 million) -0- -0- -0-
Other 89(87) 19 388 -0-
Comprehensive Income
--------income
- -------------------------------------------------------------------------------------------------------------------
BALANCE JANUARYFEBRUARY 2, 2002 $ 7,634 $ 22,331 $ 98,622 $ (17,857)
===================================================================================================================
RETAINED ACCUMULATED TOTAL
EARNINGS OTHER SHARE-
(ACCUMULATED COMPREHENSIVE COMPREHENSIVE HOLDERS'
DEFICIT) LOSS INCOME EQUITY
- ------------------------------------------------------------------------------------------------------------------
Balance January 30, 1999 $116,579
========$ (23,904) $ -0- $ 116,579
==================================================================================================================
Net earnings 25,922 -0- 25,922 25,922
Dividends paid (300) -0- -0- (300)
Exercise of options -0- -0- -0- 3,489
Issue shares --- Employee Stock Purchase Plan -0- -0- -0- 539
Tax effect of exercise of stock options -0- -0- -0- 1,427
Stock repurchases -0- -0- -0- (39,519)
Other -0- -0- -0- 105
------
Comprehensive Income
--------
BALANCE JANUARYincome 25,922
- -------------------------------------------------------------------------------------------------------------------
Balance January 29, 2000 $108,242
========1,718 -0- 108,242
===================================================================================================================
Net earnings 29,598 -0- 29,598 29,598
Dividends paid (299) -0- -0- (299)
Exercise of options -0- -0- -0- 6,030
Issue shares --- Employee Stock Purchase Plan -0- -0- -0- 563
Tax effect of exercise of stock options -0- -0- -0- 2,758
Stock repurchases -0- -0- -0- (8,777)
Other -0- -0- -0- 110
------
Comprehensive Incomeincome 29,598
- -------------------------------------------------------------------------------------------------------------------
Balance February 3, 2001 31,017 -0- 138,225
===================================================================================================================
Net earnings 37,070 -0- 37,070 37,070
Dividends paid (294) -0- -0- (294)
Exercise of options -0- -0- -0- 6,310
Issue shares - Employee Stock Purchase Plan -0- -0- -0- 580
Tax effect of exercise of stock options -0- -0- -0- 1,138
Stock repurchases -0- -0- -0- (4,826)
Cumulative effect of SFAS No. 133
(net of tax of $0.5 million) -0- 808 808 808
Net change in foreign currency forward contracts -0- (906) (906) (906)
------- -------- --------
Loss on foreign currency forward contracts
(net of tax benefit of $0.1 million) -0- (98) (98) (98)
Minimum pension liability adjustment
(net of tax benefit of $11.0 million) -0- (17,238) (17,238) (17,238)
Other -0- -0- -0- 320
--------
Comprehensive income $ 19,734
- -------------------------------------------------------------------------------------------------------------------
BALANCE FEBRUARY 3, 2001 $138,225
========2, 2002 $ 67,793 $ (17,336) $ 161,187
===================================================================================================================
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
3436
35
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The Company's businesses include the manufacture or sourcing, marketing and
distribution of footwear principally under the Johnston & Murphy and Dockers
brands and the operation at February 3, 20012, 2002 of 779908 Jarman, Journeys, Journeys
Kidz, Johnston & Murphy and Underground Station retail footwear stores and
leased departments. The Company entered into an agreement with Nautica Apparel, Inc. to endended its license to market footwear under the
Nautica label, effective January 31, 2001. The Company will continue to sellsold Nautica - branded
footwear for the first six months of Fiscal 2002 in order to fill existing
customer orders and sell existing inventory. (Seeinventory (see Note 2). The Company also sold
certain assets of its Volunteer Leather business on June 19, 2000, and has
discontinued all Leather segment operations. (Seeoperations (see Note 2). Because of the acquisition of Mercantile by
Dillards Inc., the Company ended its operation of the Jarman Leased departments
in Fiscal 2000. The Company had 78 Jarman Leased departments at January 30,
1999. The Company transferred the remaining Jarman Leased departments to
Dillards Inc. and Saks Inc. during the first quarter ended May 1, 1999. The
Jarman Leased departments business contributed sales of approximately $1.2
million and $47.4 million and operating earnings (loss) of $(0.3) million and
$2.1 million in Fiscal 2000 and 1999, respectively.
BASIS OF PRESENTATION
All subsidiaries are included in the consolidated financial statements. All
significant intercompany transactions and accounts have been eliminated.
The preparation of financial statements in conformity with accounting principles
generally accepted accounting principlesin the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
FISCAL YEAR
The Company's fiscal year ends on the Saturday closest to January 31. As a
result, Fiscal 2002 was a 52-week year with 364 days, Fiscal 2001 was a 53-week
year with 371 days and Fiscal 2000 and 1999
werewas a 52-week yearsyear with 364 days. Fiscal Year
2002 ended on February 2, 2002, Fiscal Year 2001 ended on February 3, 2001 and
Fiscal Year 2000 ended on January 29, 2000 and Fiscal Year 1999 ended on January
30, 1999.2000.
FINANCIAL STATEMENT RECLASSIFICATIONS
Certain reclassifications have been made to conform prior years' data to the
current year presentation.
CASH AND SHORT-TERM INVESTMENTSCASH EQUIVALENTS
Included in cash and short-term investmentscash equivalents at February 2, 2002 and February 3, 2001,
and January 29,
2000, are short-term investmentscash equivalents of $34.6 million and $53.3 million, and $47.1 million,
respectively. Short-term investmentsCash
equivalents are highly-liquid debt instruments having an original maturity of
three months or less.
35
36
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
INVENTORIES
Inventories of wholesaling and manufacturing companies are stated at the lower
of cost or market, with cost determined principally by the first-in, first-out
method. Retail inventories are stated at the lower of cost or market with cost
determined byunder the retail inventory method.
37
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
PLANT, EQUIPMENT AND CAPITAL LEASES
Plant, equipment and capital leases are recorded at cost and depreciated or
amortized over the estimated useful life of related assets. Depreciation and
amortization expense are computed principally by the straight-line method over
estimated useful lives:
Buildings AndBuildings and building equipment 20-45 years
Machinery, furniture and fixtures 3-15 years
Leasehold improvements and properties under capital leases are amortized on the
straight-line method over the shorter of their useful lives or their related
lease terms.
IMPAIRMENT OF LONG-TERM ASSETS
The Company periodically assesses the realizability of its long-lived assets and
evaluates such assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Asset
impairment is determined to exist if estimated future cash flows, undiscounted
and without interest charges, are less than carrying amount.
HEDGING CONTRACTS
In order to reduce exposure to foreign currency exchange rate fluctuations in
connection with inventory purchase commitments, the Company enters into foreign
currency forward exchange contracts for Italian Lira and Euro. At February 3,
2001 and January 29, 2000, the Company had approximately $31.3 million and $30.1
million, respectively, of such contracts outstanding. Forward exchange contracts
have an average term of approximately four and one half months. The gain from
these contracts for Fiscal 2001 was $1.3 million and the loss from these
contracts for Fiscal 2000 was $2.5 million. The Company monitors the credit
quality of the major national and regional financial institutions with whom it
enters into such contracts.
36
37
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Company's financial instruments at
February 2, 2002 and February 3, 2001 and January 29, 2000 are:
FAIR VALUES
- ------------------------------------------------------------------------------
IN THOUSANDS 2002 2001
2000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
CARRYING FAIR Carrying Fair
AMOUNT VALUE Amount Value
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Liabilities
Long-term Debt $103,500 $129,893 $103,500 $77,801$ 103,245 $ 128,344 $ 103,500 $ 129,893
Carrying amounts reported on the balance sheet for cash, short-term investments,cash equivalents,
receivables, foreign currency hedges and accounts payable approximate fair value
due to the short-term maturity of these instruments.
The fair value of the Company's long-term debt was based on dealer prices on the
respective balance sheet dates.
38
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
POSTRETIREMENT BENEFITS
Substantially all full-time employees are covered by a defined benefit pension
plan. The Company also provides certain former employees with limited medical
and life insurance benefits. The Company funds at least the minimum amount
required by the Employee Retirement Income Security Act.
The Company implemented Statement of Financial Accounting Standards (SFAS) No.
132, "Employers' Disclosures about Pensions and Other Postretirement Benefits"
in the fourth quarter of Fiscal 1999. This statement standardizes the disclosure
requirements for pensions and other postretirement benefits to the extent
practicable, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer as useful (see
Note 14)13).
REVENUE RECOGNITION
Retail sales are recorded at the point of sale and are net of actual returns, and exclude all taxes, while
wholesalereturns.
Wholesale revenue is recorded net of estimated returns when the related goods
have been shipped and legal title has passed to the customer.
SHIPPING AND HANDLING COSTS
Shipping and handling costs are charged to cost of sales in the period incurred.
PREOPENING COSTS
Costs associated with the opening of new stores are expensed as incurred.
37
38
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
ADVERTISING COSTS
Advertising costs are predominantly expensed as incurred. Advertising costs were
$21.5 million, $23.0 million $19.1 million and $19.4$19.1 million for Fiscal 2002, 2001 2000 and 1999,2000,
respectively.
ENVIRONMENTAL COSTS
Environmental expenditures relating to current operations are expensed or
capitalized as appropriate. Expenditures relating to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probable and the costs can be reasonably
estimated and are evaluated independently of any future claims for recovery.
Generally, the timing of these accruals coincides with completion of a
feasibility study or the Company's commitment to a formal plan of action. Costs
of future expenditures for environmental remediation obligations are not
discounted to their present value.
INCOME TAXES
Deferred income taxes are provided for all temporary differences and operating
loss and tax credit carryforwards limited, in the case of deferred tax assets,
to the amount the Company believes is more likely than not to be realized in the
foreseeable future.
39
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
CAPITALIZED INTEREST
Statement of Financial Accounting Standards (SFAS) No. 34, "Capitalization of
Interest Cost" requires capitalizing interest cost as a part of the historical
cost of acquiring certain assets, such as assets that are constructed or
produced for a company's own use. The Company capitalized $0.1 million of
interest cost in the fourth quarter of Fiscal 2002 in connection with the
Company's new distribution center.
EARNINGS PER COMMON SHARE
Basic earnings per share excludes dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities to issue common stock were exercised or
converted to common stock.stock (see Note 15)14).
OTHER COMPREHENSIVE INCOME
The Company implemented
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income" in the first quarter of Fiscal 1999. This
statement establishes standards for reporting and display of comprehensive
income. SFAS 130 requires, among other things, the Company's minimum
pension liability adjustment and unrealized gains or losses on foreign currency
forward contracts to be included in other comprehensive income.income net of tax.
BUSINESS SEGMENTS
The Company implemented
Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosures about
Segments of an Enterprise and Related Information" in the
fourth quarter of Fiscal 1999. The standard requires that companies
disclose "operating segments" based on the way management disaggregates the
company for making internal operating decisions.decisions (see Notes 2 and 18)17).
38DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company implemented Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities" in the first
quarter of Fiscal 2002. This statement establishes accounting and reporting
standards for derivative instruments and for hedging activities. SFAS 133
requires an entity to recognize all derivatives as either assets or liabilities
in the consolidated balance sheet and to measure those instruments at fair
value. Under certain conditions, a derivative may be specifically designated as
a fair value hedge or a cash flow hedge. The accounting for changes in the fair
value of a derivative are recorded each period in current earnings or in other
comprehensive income depending on the intended use of the derivative and the
resulting designation. For the twelve months ended February 2, 2002, the Company
recorded an unrealized loss on foreign currency forward contracts of $0.2
million in accumulated other comprehensive loss, before taxes.
40
39GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
In order to reduce exposure to foreign currency exchange rate fluctuations in
connection with inventory purchase commitments, the Company enters into foreign
currency forward exchange contracts for Euro to make Euro denominated payments
with a maximum hedging period of twelve months. Derivative instruments used as
hedges must be effective at reducing the risk associated with the exposure being
hedged. The settlement terms of the forward contracts correspond with the pay
terms for the merchandise inventories. As a result, there is no hedge
ineffectiveness to be reflected in earnings. At February 2, 2002 and February 3,
2001, the Company had approximately $12.1 million and $31.3 million,
respectively, of such contracts outstanding. Forward exchange contracts have an
average term of approximately three months. The loss based on spot rates under
these contracts at February 2, 2002 was $0.3 million and the gain based on spot
rates under these contracts at February 3, 2001 was $1.3 million. The Company
monitors the credit quality of the major national and regional financial
institutions with which it enters into such contracts.
The Company estimates that the majority of net-hedging losses will be
reclassified from accumulated other comprehensive loss into earnings through
higher cost of sales within the twelve months between February 2, 2002 and
February 1, 2003.
41
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 2
RESTRUCTURINGS
Johnston & Murphy Plant Closing and Reductions in Operating Expenses
On January 31, 2002, the Company's board of directors approved a plan to close
its one remaining manufacturing plant and to implement other initiatives
designed to streamline its operations and reduce operating expenses. The Company
expects to end operations of the plant early in the third quarter of Fiscal
2003. The Johnston & Murphy plant employs approximately 170 people.
Included in the Company's plan referred to above, is a reduction in expenses due
to eliminating approximately 40 positions from its Nashville headquarters
workforce. In addition, the Company recognized asset impairments for assets to
be held and used in twelve underperforming stores, primarily in the Jarman
group.
In connection with the plant closing, employee severance and asset impairments,
the Company recorded a pretax charge to earnings of $5.4 million ($3.4 million
net of tax) in the fourth quarter of Fiscal 2002. The charge includes $0.3
million in plant asset write-downs, $3.7 million of other costs, including
primarily employee severance and facility shutdown costs and $1.0 million of
retail store asset impairments (see Note 8). Also included in the charge was a
$0.4 million inventory write-down, primarily related to inventory of product
offerings affected by the plant closing, which is reflected in gross margin on
the income statement.
Nautica Footwear License Cancellation
The Company entered into an agreement with Nautica Apparel, Inc. to endended its license to market footwear under the Nautica label,
effective January 31, 2001. The Company will continue to sellsold Nautica - branded footwear for the
first six months of Fiscal 2002 in order to fill existing customer orders and
sell existing inventory.
In connection with the termination of the Nautica Footwear license agreement,
the Company recorded a pretax charge to earnings of $4.4 million ($2.7 million
net of tax) in the fourth quarter of Fiscal 2001. The charge includesincluded
contractual obligations to Nautica Apparel for the license cancellation and
other costs, primarily severance. Includedseverance (see Note 8). Also included in the charge iswas a
$1.0 million inventory write-down which is reflected in gross margin on the
income statement.
AllDuring the second quarter of theseFiscal 2002, the Company recorded a restructuring
gain of $0.3 million in connection with the termination of the Nautica Footwear
license agreement. Included in the gain is a $0.1 million reversal of inventory
write-down which is reflected in gross margin on the income statement. The
remaining $0.1 million of anticipated costs associated with the Nautica license
termination are expected to be incurred inwithin the next twelve months.
The Nautica footwear business contributed sales of approximately $6.1 million,
$18.8 million $28.4 million and $29.7$28.4 million and operating losses of ($2.5)$0.6 million, ($2.2)$2.5
million and ($0.3)$2.2 million in Fiscal 2002, 2001 and 2000, and 1999, respectively.
42
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 2
RESTRUCTURINGS, CONTINUED
Volunteer Leather Divestiture
On May 22, 2000, the Company's board of directors approved a plan to sell its
Volunteer Leather finishing business and liquidate its tanning business, to
allow the Company to be more focused on the retailing and marketing of branded
footwear.
Certain assets of the Volunteer Leather business were sold on June 19, 2000. The
plan resulted in a pretax charge to second quarter earnings of $4.9 million ($3.0 million net
of tax). in the second quarter of Fiscal 2001. Because Volunteer Leather
constitutes the entire Leather segment of the Company's business, the charge to
earnings iswas treated for financial reporting purposes as a provision for
discontinued operations. The provision for discontinued operations included $1.3
million forin asset write-downs and $3.6 million forof other costs, of which $2.3 million are expected
to be incurred in the next twelve months. As of February 3, 2001, $1.1 million
of such other costs had been incurred. Other costs includeincluding
primarily employee severance and facility shutdown costs. The approximately $1.3 million of other
costs expected to be incurred beyond twelve months are classified as long-term
liabilities in the consolidated balance sheet.(see Note 8). The
Volunteer Leather business employed approximately 160 people.
39
40
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
NotesIn the third quarter ended November 3, 2001, the Company reached an agreement
with the Michigan Department of Environmental Quality to contribute a lump sum
of $3.35 million toward sediment removal in a lake adjacent to the Company's
former Volunteer Leather tannery in Whitehall, Michigan. See Note 16 to the
Consolidated Financial Statements
NOTEStatements. The Company recorded an additional charge to
earnings of $1.1 million ($0.7 million net of tax) reflected in discontinued
operations in the third quarter of Fiscal 2002 to provide for the portion of the
settlement payment not provided for in earlier periods.
In the fourth quarter ended February 2, RESTRUCTURINGS, CONTINUED2002, the Company recorded an additional
charge to earnings of $0.9 million ($0.6 million net of tax) reflected in
discontinued operations to provide $0.5 million for the Michigan site and $0.4
million primarily for additional anticipated costs for a remedial investigation
and feasibility study at its former knitting mill in New York.
The operating results of the leather segment are shown below:
- ---------------------------------------------------------------------------------
PERIOD ENDED
--------------------------------------
FEB.FEBRUARY 3, JAN.JANUARY 29, JAN. 30,
IN THOUSANDS 2001* 2000
1999
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
Net sales $ 6,545 $22,203 $18,934$ 22,203
Cost of sales and expenses 6,917 21,242
18,338
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------
Pretax earnings (loss) (372) 961 596
Income tax expense (benefit) (146) 374
231
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------
NET EARNINGS (LOSS) $ (226) $ 587
$ 365
====================================================================================================================================================================
* Results*Results for the four months ended May 2000.2000
Discontinued operations' sales subsequent to the decision to discontinue were
$0.8 million for Fiscal 2001.
Workforce Reduction
In connection with the exit of the western boot business and the closing of the
Jarman Leased departments, the Company reviewed the structure and level of
staffing in all of its operations during the third and fourth quarters of Fiscal
1999. Upon completion of the review, the Company recorded a $1.3 million charge
to earnings, included in selling and administrative expenses, during the fourth
quarter of Fiscal 1999 for a workforce reduction of 66 positions, of which
substantially all were eliminated by January 29, 2000. Twenty-six of the
positions eliminated related to the Jarman Leased departments business, with the
remainder being primarily employed at corporate headquarters.
4043
41
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 3
ACCOUNTS RECEIVABLE
- --------------------------------------------------------------------
IN THOUSANDS 2002 2001
2000
- --------------------------------------------------------------------------------------------------------------------------------------------
Trade accounts receivable $ 23,14618,607 $ 25,12523,146
Miscellaneous receivables 4,201 3,454
1,679
- --------------------------------------------------------------------------------------------------------------------------------------------
Total receivables 22,808 26,600 26,804
Allowance for bad debts (1,017) (1,303) (926)
Other allowances (1,934) (2,597)
(2,261)
- --------------------------------------------------------------------------------------------------------------------------------------------
NET ACCOUNTS RECEIVABLE $ 19,857 $ 22,700
$ 23,617
============================================================================================================================================
The Company's footwear wholesaling business sells primarily to independent
retailers and department stores across the United States. Receivables arising
from these sales are not collateralized. Credit risk is affected by conditions
or occurrences within the economy and the retail industry. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other information.
One customer accounted for slightly less than 20%11% of the Company's trade receivables balance as of
February 3, 20012, 2002 and no other customer accounted for more than 10% of the
Company's trade receivables balance as of February 3, 2001.2, 2002.
NOTE 4
INVENTORIES
- --------------------------------------------------------------------
IN THOUSANDS 2002 2001
2000
- --------------------------------------------------------------------------------------------------------------------------------------------
Raw materials $ 1,4081,075 $ 3,0981,408
Work in process 365 609 2,146
Finished goods 27,413 34,551 31,513
Retail merchandise 114,003 97,668
73,058
- --------------------------------------------------------------------------------------------------------------------------------------------
TOTAL INVENTORIES $134,236 $109,815
====================================================================$ 142,856 $ 134,236
========================================================================
4144
42
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 75
PLANT, EQUIPMENT AND CAPITAL LEASES, NET
IN THOUSANDS 2002 2001
- ---------------------------------------------------------------------------------------
Plant and equipment:
Land $ 3,176 $ 291
Buildings and building equipment 1,228 1,128
Machinery, furniture and fixtures 63,800 56,588
Construction in progress 21,088 9,589
Improvements to leased property 89,563 73,008
Capital leases:
Buildings 37 20
- ---------------------------------------------------------------------------------------
Plant, equipment and capital leases, at cost 178,892 140,624
Accumulated depreciation and amortization:
Plant and equipment (66,317) (52,870)
Capital leases (25) (7)
- ---------------------------------------------------------------------------------------
NET PLANT, EQUIPMENT AND CAPITAL LEASES $ 112,550 $ 87,747
=======================================================================================
NOTE 6
OTHER NONCURRENT ASSETS
- ------------------------------------------------------------------------
IN THOUSANDS 2002 2001
2000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------
Other noncurrent assets:
Prepaid pension cost $ 12,212-0- $ 8,55412,212
Investments and long-term receivables 2,945 2,033 1,761
Deferred note expense 2,074 2,399
3,006
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER NONCURRENT ASSETS $ 5,019 $ 16,644
$ 13,321
===============================================================================================================================================================
NOTE 87
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
- ------------------------------------------------------------------------
IN THOUSANDS 2002 2001
2000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------
Trade accounts payable $ 37,59226,113 $ 32,95737,592
Accrued liabilities:
Employee compensation 11,394 19,031
14,222
Income taxes 9,246 3,621
Rent 8,451 6,004 4,476
Taxes other than income taxes 4,769 5,371
5,635
Insurance 2,192 2,226
1,756
Interest 1,772 1,802
1,832Income taxes 1,049 9,246
Other 11,757 12,980
10,375
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 67,497 $ 94,252
$ 74,874
===============================================================================================================================================================
At February 2, 2002 and February 3, 2001, and January 29, 2000, outstanding checks drawn on certain
domestic banks exceeded book cash balances by approximately $3.8$6.7 million and
$7.8$3.8 million, respectively. These amounts are included in trade accounts
payable.
4245
43
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 98
PROVISION FOR DISCONTINUED OPERATIONS AND RESTRUCTURING RESERVES
PROVISION FOR DISCONTINUED OPERATIONS
- ---------------------------------------------------------------------------------------------------
EMPLOYEE FACILITY
RELATED SHUTDOWN
IN THOUSANDS COSTS* COSTS OTHER TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance January 29, 2000 $ 8,181 $ -0- $-0-$ -0- $ 8,181
Volunteer Leather provisionProvision 1,063 2,082 426 3,571
Charges and adjustments, net (2,695) (158) (67) (2,920)
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance February 3, 2001 6,549 1,924 359 8,832
Additional provision November 3, 2001 -0- 1,331 (185) 1,146
Additional provision February 2, 2002 -0- 170 -0- 170
Charges and adjustments, net (2,631) (119) (164) (2,914)
- -------------------------------------------------------------------------------------------------------------
Balance February 2, 2002 3,918 3,306 10 7,234
Current portion 2,669 1,540 359 4,5682,517 4,202 10 6,729
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL NONCURRENT PROVISION FOR
DISCONTINUED OPERATIONS $ 3,8801,401 $ 384 $-0-(896) $ 4,264
===================================================================================================-0- $ 505
=============================================================================================================
* Includes $6.5$3.8 million of apparel union pension withdrawal liability.liability as of
February 2, 2002.
RESTRUCTURING RESERVES
- -------------------------------------------------------------------------------------------------------------------------
EMPLOYEE FACILITY
RELATED SHUTDOWN
IN THOUSANDS COSTS COSTS OTHER TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance January 29, 2000 $ 64 $ 436 $ 527 $ 1,027
Nautica restructuring 517 -0- 2,866 3,383
Charges and adjustments, net (64) (269) 138 (195)
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance February 3, 2001 517 167 3,531 4,215
Excess restructuring reserve August 4, 2001 (81) -0- (124) (205)
Additional provision February 2, 2002 1,445 2,466 (183) 3,728
Charges and adjustments, net (220) (129) (2,818) (3,167)
- ---------------------------------------------------------------------------------------------------------------------
Balance February 2, 2002 1,661 2,504 406 4,571
Current portion (included in accounts
payable and accrued liabilities) 517 127 3,531 4,1751,661 428 406 2,495
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL NONCURRENT RESTRUCTURING RESERVES
(INCLUDED IN OTHER LONG-TERM LIABILITIES) $ -0- $ 402,076 $ -0- $ 40
=========================================================================================================================2,076
=====================================================================================================================
4346
44
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 109
LONG-TERM DEBT
- -------------------------------------------------------------------------------------------
IN THOUSANDS 2002 2001
2000
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
5 1/2% convertible subordinated notes due April 2005 $103,500 $103,500$ 103,245 $ 103,500
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total long-term debt 103,500103,245 103,500
Current portion -0- -0-
- -------------------------------------------------------------------------------------------
TOTAL NONCURRENT PORTION OF LONG-TERM DEBT $103,500 $103,500
===========================================================================================----------------------------------------------------------------------------------------------
Total Noncurrent Portion of Long-Term Debt $ 103,245 $ 103,500
==============================================================================================
REVOLVING CREDIT AGREEMENT:
On September 24, 1997,July 16, 2001, the Company entered into a revolving credit agreement with
threefive banks, providing for loans or letters of credit of up to $65 million
which,$75 million. The
agreement, as amended September 6, 2001, expires September 24, 2002.July 16, 2004. This agreement
replaced a $35$65 million revolving credit agreement with three banks that was to
expire September 24, 2002, providing for loans or letters of credit. Outstanding
letters of credit at February 3, 20012, 2002 were $9.8$7.5 million; no loans were
outstanding at that date.
Under the revolving credit agreement, the Company may borrow at the prime rate
plus 0.25% or LIBOR plus 1.25% which may be changed if the Company's pricing
ratio (as defined in the credit agreement) changes. Facility fees are 0.375%0.50% per
annum on $65.0$75.0 million and also vary based on the pricing ratio. The revolving
credit agreement requires the Company to meet certain financial ratios and
covenants, including minimum tangible net worth, fixed charge coverage and debt
to equityEBITDAR ratios. The Company is required by the credit agreement to reduce the
outstanding principal balance of the revolving loans to zero for 30 consecutive
days during each period beginning on December 15 of any fiscal year and ending
on April 15 of the following fiscal year. The revolving credit agreement, as
amended, contains other covenants which restrict the payment of dividends and
other payments with respect to capital stock. In addition, annual capital
expenditures are limited to $36.0 million for Fiscal 20012002, $38.0 million for
Fiscal 2003 and thereafter,
subject to possible carryforwards$39.0 million for Fiscal 2004. The capital expenditure limits do
not include the first $30.0 million of capital expenditures from the previous year of up to $3.0 million
if less is spent in the current year.new
distribution center. The Company was in compliance with the financial covenants
contained in the revolving credit agreement at February 3,
2001.
10 3/8% SENIOR NOTES DUE 2003:
On February 1, 1993, the Company issued $75 million of 10 3/8% senior notes due
February 1, 2003. These notes were redeemed on May 8, 1998, resulting in a $3.7
million extraordinary loss ($2.2 million net of tax) for early retirement of
debt recognized in the second quarter of Fiscal 1999.
442, 2002.
47
45
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 109
LONG-TERM DEBT, CONTINUED
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2005:
On April 9, 1998, the Company issued $103.5 million of 5 1/2% convertible
subordinated notes due April 15, 2005. The notes are convertible into 47.5172
shares of common stock per $1,000 principal amount of Notes (equivalent to a
conversion price of $21.045 per share of common stock), subject to adjustment.
During the second quarter of Fiscal 1999 the Company used: 1) $79.9 million of
the proceeds to repay all of the Company's 10 3/8% senior notes including
interest and expenses incurred in connection therewith, resulting in an
extraordinary loss of $3.7 million ($2.2 million net of tax), 2) $1.3 million of
the proceeds to pay preferred dividends in arrears because of certain covenants
in the indenture relating to the senior notes, and 3) the remaining proceeds for
general corporate purposes. Expenses incurred relating to the issuance were capitalized and are being
amortized over the term of the notes.
In June of 2001, $255,000 of the 5 1/2% convertible subordinated notes were
converted to 12,116 shares of common stock.
The indenture pursuant to which the convertible subordinated notes were issued
does not restrict the incurrence of Senior Debt by the Company or other
indebtedness or liabilities by the Company or any of its subsidiaries.
4548
46
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1110
COMMITMENTS UNDER LONG-TERM LEASES
OPERATING LEASES
Rental expense under operating leases of continuing operations was:
- ------------------------------------------------------------------------
IN THOUSANDS 2002 2001 2000
1999
- -----------------------------------------------------------------------------------------------------------------------------------------------------------
Minimum rentals $44,292 $34,814 $30,121$ 54,775 $ 44,292 $ 34,814
Contingent rentals 4,669 4,569 3,517
10,598
Sublease rentals (1,280) (1,390) (1,039)
(993)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL RENTAL EXPENSE $47,471 $37,292 $39,726
========================================================================$ 58,164 $ 47,471 $ 37,292
===================================================================================
Minimum rental commitments payable in future years are:
- -----------------------------------------------------------------------
FISCAL YEARS IN THOUSANDS
- ----------------------------------------------------------------------------------------------------------------------------------
20022003 $ 50,233
2003 50,04259,970
2004 48,02959,675
2005 46,25758,201
2006 44,98356,172
2007 54,088
Later years 155,139168,782
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL MINIMUM RENTAL COMMITMENTS $394,683
=======================================================================$ 456,888
==========================================================
Most leases provide for the Company to pay real estate taxes and other expenses
and contingent rentals based on sales. Approximately 6% of the Company's leases
contain renewal options.
4649
47
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1211
SHAREHOLDERS' EQUITY
NON-REDEEMABLE PREFERRED STOCK
COMMON
NUMBER OF SHARES AMOUNTS IN THOUSANDS CONVER-COMMON
SHARES ----------------------------------------------------- CONVERTIBLE NO.
SHARES --------------------------- ------------------------ TIBLE OF
CLASS (IN ORDER OF PREFERENCE) AUTHORIZED 2002 2001 2000 19992002 2001 2000 1999 RATIO VOTES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Subordinated Serial Preferred (Cumulative)
$2.30 Series 1 64,368 36,957 36,958 37,116 37,128 $ 1,478 $ 1,478 $ 1,484 $1,485 .83 1
$4.75 Series 3 40,449 18,163 19,36918,163 19,369 1,816 1,9371,816 1,937 2.11 2
$4.75 Series 4 53,764 16,412 16,412 16,412 1,641 1,641 1,641 1.52 1
Series 6 400,000 -0- -0- -0- -0- -0- -0- 100
$1.50 Subordinated Cumulative Preferred 5,000,000 30,017 30,017 30,017 901 901 901
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
101,549 101,550 102,914 102,9265,836 5,836 5,963 5,964
Employees' Subordinated
Convertible Preferred 5,000,000 66,671 70,091 72,066 73,6962,000 2,103 2,162 2,211 1.00* 1
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Stated Value of Issued Shares 7,836 7,939 8,125 8,175
Employees' Preferred Stock Purchase Accounts (202) (218) (243)
(257)
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-REDEEMABLE PREFERRED STOCK $ 7,634 $ 7,721 $ 7,882
$7,918
===================================================================================================================================================================================================================================================================
* Also convertible into one share of $1.50 Subordinated Cumulative Preferred
Stock.
PREFERRED STOCK TRANSACTIONS
IN THOUSANDS EMPLOYEES'
NON-REDEEMABLE PREFERRED TOTAL
NON-REDEEMABLE EMPLOYEES' STOCK NON-REDEEMABLE
PREFERRED PREFERRED PURCHASE PREFERRED
STOCK STOCK ACCOUNTS STOCK
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance January 31, 1998 $5,964 $2,409 $(428) $7,945
- ------------------------------------------------------------------------------------------------------------------------------
Other -0- (198) 171 (27)
- ------------------------------------------------------------------------------------------------------------------------------
Balance January 30, 1999 $ 5,964 $ 2,211 $ (257) $ 7,918
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Other (1) (49) 14 (36)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance January 29, 2000 5,963 2,162 (243) 7,882
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Other (127) (59) 25 (161)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance February 3, 2001 5,836 2,103 (218) 7,721
Other -0- (103) 16 (87)
- -------------------------------------------------------------------------------------------------------
BALANCE FEBRUARY 3, 2001 $5,836 $2,1032, 2002 $ (218) $7,721
==============================================================================================================================5,836 $ 2,000 $ (202) $ 7,634
=======================================================================================================
SUBORDINATED SERIAL PREFERRED STOCK (CUMULATIVE):
Stated and redemption values for Series 1 are $40 per share and for Series 3 and
4 are each $100 per share; liquidation value for Series 1--$40 per share plus
accumulated dividends and for Series 3 and 4--$100 per share plus accumulated
dividends.
4750
48
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1211
SHAREHOLDERS' EQUITY, CONTINUED
The Company's shareholders' rights plan grants to common shareholders the right
to purchase, at a specified exercise price, a fraction of a share of
subordinated serial preferred stock, Series 6, in the event of an acquisition
of, or an announced tender offer for, 15% or more of the Company's outstanding
common stock. Upon any such event, each right also entitles the holder (other
than the person making such acquisition or tender offer) to purchase, at the
exercise price, shares of common stock having a market value of twice the
exercise price. In the event the Company is acquired in a transaction in which
the Company is not the surviving corporation, each right would entitle its
holder to purchase, at the exercise price, shares of the acquiring company
having a market value of twice the exercise price. The rights expire in August
2010, are redeemable under certain circumstances for $.01 per right and are
subject to exchange for one share of common stock or an equivalent amount of
preferred stock at any time after the event which makes the rights exercisable
and before a majority of the Company's common stock is acquired.
$1.50 SUBORDINATED CUMULATIVE PREFERRED STOCK:
Stated and liquidation values and redemption price--$30 per share.
EMPLOYEES' SUBORDINATED CONVERTIBLE PREFERRED STOCK:
Stated and liquidation values--$30 per share.
COMMON STOCK:
Common stock-$1 par value. Authorized: 80,000,000 shares; issued: February 2,
2002--22,330,914 shares; February 3, 2001--22,149,915 shares; January 29,
2000--21,714,678 shares. There were 488,464 shares held in treasury at February
2, 2002 and February 3, 2001 and January 29, 2000 not considering the shares repurchased in Fiscal
2001, 2000 and2002 - 1999. Each outstanding share is entitled to one vote. At February 3, 2001,2,
2002, common shares were reserved as follows: 163,992160,571 shares for conversion of
preferred stock; 147,738145,513 shares for the 1987 Stock Option Plan; 1,344,8993,219,325 shares
for the 1996 Stock Option Plan; 188,714164,221 shares for the Restricted Stock Plan for
Directors; and 403,117361,154 shares for the Genesco Employee Stock Purchase Plan.
For the year ended February 2, 2002, 432,969 shares of common stock were issued
for the exercise of stock options and 18,530 shares were issued as part of the
Directors Restricted Stock Plan. In addition, the Company repurchased 270,500
shares of common stock. An additional 501,100 shares may be repurchased under
stock buy back programs announced in Fiscal 1999 through 2002.
For the year ended February 3, 2001, 1,067,347 shares of common stock were
issued for the exercise of stock options and 14,190 shares were issued as part
of the Directors Restricted Stock Plan. In addition, the Company repurchased
646,300 shares of common stock.
An additional 371,600 shares may be repurchased
under stock buy back programs announced in August 1998, January 1999 and
February 2000.
For the year ended January 29, 2000, 815,084 shares of common stock were issued
for the exercise of stock options and 11,785 shares were issued as part of the
Directors Restricted Stock Plan. In addition the Company repurchased 3,439,300
shares of common stock.
For the year ended January 30, 1999, 403,343 shares of common stock were issued
for the exercise of stock options and 2,457 shares were issued as part of the
Directors Restricted Stock Plan. In addition, the Company repurchased 2,342,800
shares of common stock.
4851
49
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1211
SHAREHOLDERS' EQUITY, CONTINUED
RESTRICTIONS ON DIVIDENDS AND REDEMPTIONS OF CAPITAL STOCK:
The Company's charter provides that no dividends may be paid and no shares of
capital stock acquired for value if there are dividend or redemption arrearages
on any senior or equally ranked stock. Exchanges of subordinated serial
preferred stock for common stock or other stock junior to such exchanged stock
are permitted.
The Company's revolving credit agreement restricts the payment of dividends and
other payments with respect to capital stock, however the Company may make
payments with respect to preferred stock. At February 3, 2001, $30.72, 2002, $ 20.1 million
was available for such payments.payments related to common stock.
The April 9, 1998 indenture, under which the Company's 5 1/2% convertible
subordinated notes due 2005 were issued, does not restrict the payment of
dividends.
Dividends declared for Fiscal 20012002 for the Company's Subordinated Serial
Preferred Stock, $2.30 Series 1, $4.75 Series 3 and $4.75 Series 4, and the
Company's $1.50 Subordinated Cumulative Preferred Stock were $299,000.
49$294,000.
52
50
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1211
SHAREHOLDERS' EQUITY, CONTINUED
CHANGES IN THE SHARES OF THE COMPANY'S CAPITAL STOCK
NON-
REDEEMABLE EMPLOYEES'
COMMON PREFERRED PREFERRED
STOCK STOCK STOCK
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Issued at January 31, 1998 26,264,109 102,926 80,313
Exercise of options 296,543 -0- -0-
Issue shares - Employee Stock Purchase Plan 106,800 -0- -0-
Stock Repurchase (2,342,800) -0- -0-
Other 2,457 -0- (6,617)
- ---------------------------------------------------------------------------------------------
Issued at January 30, 1999 24,327,109 102,926 73,696
Exercise of options 692,722 -0- -0-
Issue shares - Employee Stock Purchase Plan 122,362 -0- -0-
Stock Repurchase (3,439,300) -0- -0-
Other 11,785 (12) (1,630)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Issued at January 29, 2000 21,714,678 102,914 72,066
============================================================================================================
Exercise of options 1,012,765 -0- -0-
Issue shares - Employee Stock Purchase Plan 54,582 -0- -0-
Stock Repurchase (646,300) -0- -0-
Other 14,190 (1,364) (1,975)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Issued at February 3, 2001 22,149,915 101,550 70,091
============================================================================================================
Exercise of options 391,006 -0- -0-
Issue shares - Employee Stock Purchase Plan 41,963 -0- -0-
Stock Repurchase (270,500) -0- -0-
Other 18,530 (1) (3,420)
- ------------------------------------------------------------------------------------------------------------
Issued at February 2, 2002 22,330,914 101,549 66,671
Less treasury shares 488,464 -0- -0-
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
OUTSTANDING AT FEBRUARY 3, 2001 21,661,451 101,550 70,091
=============================================================================================2, 2002 21,842,450 101,549 66,671
============================================================================================================
5053
51
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1312
INCOME TAXES
Income tax expense (benefit) from continuing operations is comprised of the following:
- -----------------------------------------------------------------------------------------------------
IN THOUSANDS 2002 2001 2000
1999
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Current
U.S. federal $17,702$ 9,672 $ 17,702 $ 3,198
$ 1,587
Foreign 213 587 615
76
State 1,585 1,565 600 19
Deferred
U.S. federal 5,312 217 10,224
(22,335)
Foreign 18 67 77
(237)
State 741 18 933
(3,178)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME TAX EXPENSE (BENEFIT) $20,156 $15,647 $(24,068)
=====================================================================================================$ 17,541 $ 20,156 $ 15,647
==============================================================================
Discontinued operations were recorded net of approximately $0.8 million and $2.0
million tax benefits in Fiscal 2002 and 2001, respectively, and net of
approximately $0.4 million tax expense in Fiscal 2000.
As a result of the exercise of non-qualified stock options by the Company's
directors and employees during Fiscal 2002, 2001 and 2000, the Company realized
a federal income tax benefit of approximately $1.1 million, $2.8 million and
$1.4 million, respectively. These tax benefits are accounted for as an increase
in current taxes recoverable and an increase in additional paid-in capital.
54
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 12
INCOME TAXES, CONTINUED
Deferred tax assets and liabilities are comprised of the following:
- ---------------------------------------------------------------------------------------------------------------
FEBRUARY, February 3, January 29,
IN THOUSANDS 2002 2001
2000
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Pensions $ -0- $ (4,956)
$ (3,681)
- ---------------------------------------------------------------------------------------------------------------
Gross deferred----------------------------------------------------------------------------------
Deferred tax liabilities -0- (4,956)
(3,681)
- ---------------------------------------------------------------------------------------------------------------
Net capital loss carryforwards -0- 7,726----------------------------------------------------------------------------------
Provisions for discontinued operations
and restructurings 2,583 6,602 4,202
Inventory valuation 2,536 1,938
2,068Pensions 5,583 -0-
Expense accruals 5,636 7,458 5,885
Allowances for bad debts and notes 869 1,115 907
Uniform capitalization costs 3,098 2,832
2,374
Depreciation 1,225 1,498
3,142
Other 1,746 1,799 2,095
Tax credit carryforwards 396 373
2,377
- ---------------------------------------------------------------------------------------------------------------
Gross deferred----------------------------------------------------------------------------------
Deferred tax assets 23,672 23,615
30,776
- ---------------------------------------------------------------------------------------------------------------
Deferred tax asset valuation allowance -0- (8,085)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSETS $ 23,672 $ 18,659
$ 19,010
=================================================================================================================================================================================================
51
52
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 13
INCOME TAXES, CONTINUED
The Company establishes valuation allowances in accordance with the provisions
of FASB Statement No. 109, "Accounting for Income Taxes." The Company
continually reviews the adequacy of the valuation allowance and is recognizing
these benefits only as the Company believes that it is more likely than not that
the benefits will be realized.
The Company previously limited the recognition of deferred tax assets to an
amount no greater than the amount of tax refunds the Company could claim as loss
carrybacks. In the fourth quarter of Fiscal 1999, due to increased levels of
profitability, future income projections and the substantial removal of
uncertainties surrounding the Company's divestitures, the valuation allowance
was reduced by a net $40.0 million resulting in a net tax benefit of $24.1
million. In Fiscal 2000, the valuation allowance related primarily to the
Company's capital loss carryforward which could only be used to offset capital
gains. The expiration and partial use of the Company's capital loss carryforward
in Fiscal 2001 eliminated the need for the valuation allowance.
Reconciliation of the United States federal statutory rate to the Company's
effective tax rate from continuing operations is as follows:
- -------------------------------------------------------------------------------------------------2002 2001 2000
1999
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
U. S. federal statutory rate of tax 35.00% 35.00% 34.00%35.00%
State taxes (net of federal tax benefit) 3.06 2.90 3.73 4.50
Release of deferred tax valuation allowance .00 (.40) (.21)
(117.63)Previously accrued income taxes (6.18) .00 .00
Other (.48) .50 (.34)
.19
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
EFFECTIVE TAX RATE 31.40% 38.00% 38.18%
(78.94%)
==========================================================================================================================================================================================================
52In Fiscal 2002 the Company determined that approximately $3.5 million of
previously accrued income taxes was no longer required. This amount is reflected
as current year income tax benefit.
55
53
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1413
RETIREMENT AND OTHER BENEFIT PLANS
The Company sponsors a non-contributory, defined benefit pension plan. Effective
January 1, 1996, the Company amended the plan to change the pension benefit
formula to a cash balance formula from the then existing benefit calculation
based upon years of service and final average pay. The benefits accrued under
the old formula were frozen as of December 31, 1995. Upon retirement, the
participant will receive this accrued benefit payable as an annuity. In
addition, the participant will receive as a lump sum (or annuity if desired) the
amount credited to their cash balance account under the new formula.
Under the amended plan, beginning January 1, 1996, the Company credits each
participants' account annually with an amount equal to 4% of the participant's
compensation plus 4% of the participant's compensation in excess of the Social
Security taxable wage base. Beginning December 31, 1996 and annually thereafter,
the account balance of each active participant will be credited with 7% interest
calculated on the sum of the balance as of the beginning of the plan year and
50% of the amounts credited to the account, other than interest, for the plan
year. The account balance of each participant who is inactive will be credited
with interest at the lesser of 7% or the 30 year Treasury interest rate.
The Company provides health care benefits for early retirees and life insurance
benefits for certain retirees not covered by collective bargaining agreements.
Under the health care plan, early retirees are eligible for limited benefits
until age 65. Employees who meet certain requirements are eligible for life
insurance benefits upon retirement. The Company accrues such benefits during the
period in which the employee renders service.
5356
54
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1413
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED
ASSETS AND OBLIGATIONS
The following table sets forth the change in benefit obligation for the
respective fiscal year:
- ---------------------------------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
---------------------------- ------------------------------------------------------ ------------------------
IN THOUSANDS 2002 2001 20002002 2001
2000
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Benefit obligation at beginning of year $ 87,873 $ 98,263 $ 1,831 $ 2,775
Service cost 1,181 1,893 61 71
Interest cost 7,265 6,509 128 122
Plan participants' contributions -0- -0- 116 126
Benefits paid (7,925) (7,574) (661) (375)
Actuarial (gain) or loss 7,951 (11,218) 464 (888)
- ---------------------------------------------------------------------------------------------------------------------
BENEFIT OBLIGATION AT END OF YEAR $ 96,345 $ 87,873 $ 1,939 $ 1,831
=====================================================================================================================Service cost 1,344 1,181 66 61
Interest cost 7,405 7,265 131 128
Plan participants' contributions -0- -0- 102 116
Benefits paid (7,842) (7,925) (435) (661)
Actuarial (gain) or loss 7,240 7,951 190 464
- -------------------------------------------------------------------------------------------------------------------
BENEFIT OBLIGATION AT END OF YEAR $104,492 $ 96,345 $ 1,993 $ 1,939
===================================================================================================================
The following table sets forth the change in plan assets for the respective
fiscal year:
- ---------------------------------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
--------------------------- ----------------------------------------------- -------------------
IN THOUSANDS 2002 2001 20002002 2001
2000
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at beginning of year $ 100,27894,476 $ 92,190100,278 $ -0- $ -0-
Actual return (loss) on plan assets (2,357) (1,805) 10,158 -0- -0-
Employer contributions 3,126 3,928 5,504333 510 249
Plan participants' contributions -0- -0- 102 116 126
Benefits paid (7,842) (7,925) (7,574)(435) (626)
(375)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
FAIR VALUE OF PLAN ASSETS AT END OF YEAR $ 94,47687,403 $ 100,27894,476 $ -0- $ -0-
===================================================================================================================================================================================================================================
At February 2, 2002 and February 3, 2001, and January 29, 2000, there were no Company related assets
in the plan. The pension plan assets are invested primarily in common stocks,
mutual funds, domestic bond funds and cash equivalent securities.
5457
55
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1413
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED
The following table sets forth the funded status of the plans for the respective
fiscal year:
- --------------------------------------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
---------------------------------------------------- -------------------------
IN THOUSANDS 2002 2001 20002002 2001
2000
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation $(101,449) $(93,766) $ (84,257) $(1,939) $(1,831)(1,993) $ (1,939)
Future pay increases (3,043) (2,579) (3,616) -0- -0-
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Projected benefit obligation (104,492) (96,345) (87,873)(1,993) (1,939)
(1,831)
Assets 87,403 94,476 100,278 -0- -0-
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Over (under) funded projected benefit obligation (17,089) (1,869) 12,405(1,993) (1,939) (1,831)
Transition obligation -0- 824 1,649 -0- -0-
Prior service cost (826) (949) (1,072) -0- -0-
Cumulative net (gains)/losses 32,128 14,206 (4,428)308 154
(288)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(Accrued Benefit Liability)/Prepaid Benefit Cost 14,213 12,212 (1,685) (1,785)
Adjustment required to recognize
minimum liability (28,259) -0- -0- -0-
- ---------------------------------------------------------------------------------------------------------------------
(ACCRUED BENEFIT LIABILITY)/PREPAID BENEFIT COST $ 12,212(14,046) $ 8,554 $(1,785) $(2,119)
===========================================================================================================================12,112 $ (1,685) $ (1,785)
=====================================================================================================================
The amounts recognized in the balance sheet consist of:
- --------------------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
-------------------------- ----------------------------------------------------- ------------------------
IN THOUSANDS 2002 2001 20002002 2001
2000
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Prepaid benefit cost $ 12,212-0- $ 8,55412,212 $ -0- $ -0-
Accrued benefit liability (14,046) -0- -0-(1,685) (1,785) (2,119)
Intangible asset -0- -0- -0- -0-
Accumulated other comprehensive income -0-loss 28,259 -0- -0- -0-
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
NET AMOUNT RECOGNIZED ON BALANCE SHEET $ 14,213 $ 12,212 $ 8,554(1,685) $ (1,785)
$ (2,119)
============================================================================================================================================================================================================================
ASSUMPTIONS
ASSUMPTIONS
- -----------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
----------------------- ----------------------------------------- --------------------
2002 2001 20002002 2001
2000
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Discount rate 7.375% 7.875% 8.00% 8.00% 8.00%7.20% 7.50%
Expected return on plan assets 9.50%8.50% 9.50% -- --
Rate of compensation increase 4.50% 5.00%4.50% -- --
The weighted average discount rate used to measure the benefit obligation for
the pension plan decreased from 7.875% to 7.375% from Fiscal 2001 to Fiscal
2002. The decrease in the rate increased the accumulated benefit obligation by
$4.8 million and increased the projected benefit obligation by $5.3 million. The
weighted average discount rate used to measure the benefit obligation for the
pension plan decreased from 8.00% to 7.875% from Fiscal 2000 to Fiscal 2001. The
decrease in the rate increased the accumulated benefit obligation by $1.2
million and increased the projected benefit obligation by $1.2 million.
The
weighted average discount rate used to measure the benefit obligation for the
pension plan increased from 6.75% to 8.00% from Fiscal 1999 to Fiscal 2000. The
increase in the rate decreased the accumulated benefit obligation by $11.3
million and decreased the projected benefit obligation by $12.4 million.
5558
56
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1413
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED
For measurement purposes, a 7.50%7.00% increase in the health care cost trend rate
was used for Fiscal 2001.2002. The trend rate is assumed to decrease gradually to
5.00% by Fiscal 2013. The effect on disclosure information of one percentage
point change in the assumed health care cost trend rate for each future year is
shown below.
1% DECREASE 1% INCREASE
(IN THOUSANDS) IN RATES IN RATES
--------------- ------------------------- -----------
Aggregated service and interest cost $ (19) $ 2322
Accumulated postretirement benefit obligation $ (111)(135) $ 127155
PENSION EXPENSE
- ------------------------------------------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
------------------------------------------- ------------------------------------------------------------------- ---------------------------
IN THOUSANDS 2002 2001 2000 19992002 2001 2000
1999
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Service cost $ 1,344 $ 1,181 $ 1,893 $ 1,57566 $ 61 $ 71
$ 84
Interest cost 7,405 7,265 6,509 6,460131 128 122 180
Expected return on plan assets (8,326) (8,877) (7,900) (7,171) -0- -0- -0-
Amortization:
Transition obligation 825824 825 825 -0- -0- -0-
Prior service cost (123) (123) (123) -0- -0- -0-
Losses -0- -0- 473 47637 22 28
62
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Net amortization 701 702 1,175 1,17837 22 28
62
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
NET PERIODIC BENEFIT COST $ 1,124 $ 271 $ 1,677 $ 2,042 $211 $221 $326
==============================================================================================================================234 $ 211 $ 221
=================================================================================================================
SECTION 401(K) SAVINGS PLAN
The Company has a Section 401(k) Savings Plan available to employees who have
completed one full year of service and are age 21 or older.
Concurrent with the January 1, 1996 amendment to the pension plan (discussed
previously), the Company amended the 401(k) savings plan to make matching
contributions equal to 50% of each employee's contribution of up to 5% of
salary. Matching funds vestBeginning in calendar 2002, participants are vested in the matching
contribution of their accounts on a graduated basis of 25% a year beginning
after two years of service. Full vesting occurs after five years of service with the Company. Years
of service earnedservice.
Company funds contributed prior to the adoption2002 are not vested until a participant has
completed five years of this change contribute toward the
vesting requirement.service. The contribution expense to the Company for the
matching program was approximately $0.9 million for Fiscal 2002 and 2001 and
$1.0 million for Fiscal 2000 and 1999.
562000.
59
57
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1514
EARNINGS PER SHARE
- ------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED FOR THE YEAR ENDEDFor the Year Ended For the Year Ended
FEB. 2, 2002 Feb. 3, 2001 JAN.Jan. 29, 2000
-------------------------------------- ----------------------------------------------------------------------- -------------------------------- -----------------------------------
(IN THOUSANDS, EXCEPT INCOME SHARES PER-SHARE INCOME SHARES PER-SHAREIncome Shares Per-Share Income Shares Per-Share
PER SHARE AMOUNTS) (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Earnings before
discontinued operations and
extraordinary loss$ 38,323 $ 32,831 $25,335$ 25,335
Less: Preferred stock
dividends (294) (299) (300)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
BASIC EPS
Income available to
common shareholders 38,029 21,881 $ 1.74 32,532 21,513 $ 1.51 25,035 22,392 $ 1.12
====== =============== ======
EFFECT OF DILUTIVE
SECURITIES
Options 438 522 644
5 1/2% convertible
subordinated notes 3,875 4,906 3,881 4,918 3,787 4,918
Contingent Options(1) -0- -0-
Employees' Preferred
Stock(2)Stock(1) 68 70 73
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
DILUTED EPS
Income available to common
shareholders plus assumed
conversions $ 41,904 27,293 $ 1.54 $ 36,413 27,023 $ 1.35 $28,822 28,027 $ 1.03
==================================================================================================================
- -----------------------------------------------------------------------------
FOR THE YEAR ENDED
JAN. 30, 1999
-----------------------------------------------
(IN THOUSANDS, EXCEPT INCOME SHARES PER-SHARE
PER SHARE AMOUNTS) (NUMERATOR) (DENOMINATOR) AMOUNT
- ---------------------------------------------------------------------------
Earnings before
discontinued operations and
extraordinary loss $54,558
Less: Preferred stock dividends (300)
- ---------------------------------------------------------------------------
BASIC EPS
Income available to
common shareholders 54,258 25,461 $ 2.13
=======
EFFECT OF DILUTIVE SECURITIES
Options 1,042
5 1/2% convertible subordinate
notes 3,124 3,969
Contingent Options(1) 67
Employees' Preferred Stock(2) 78
- ---------------------------------------------------------------------------
DILUTED EPS
Income available to common
shareholders plus assumed
conversions $57,382 30,617 $ 1.87
===========================================================================$1.03
====================================================================================================================================
(1) These options are contingent upon service to the Company and the Company's
common stock trading at various prices. See Note 16 to the Consolidated
Financial Statements under "Restricted Stock Options."
(2) The Company's Employees' Subordinated Convertible Preferred Stock is
convertible one for one to the Company's common stock. Because there
are no dividends paid on this stock, these shares are assumed to be
converted.
The amount of the dividend on the convertible preferred stock per common share
obtainable on conversion of the convertible preferred is higher than basic
earnings per share for the period. Therefore, conversion of the convertible
preferred stock is not reflected in diluted earnings per share, because it would
have been antidilutive. The shares convertible to common stock for Series 1, 3
and 4 preferred stock would have been 30,675,30,674, 38,324 and 24,946, respectively.
Options to purchase 32,000 shares of common stock at $32.65 per share were
outstanding at the end of Fiscal 2002 but were not included in the computation
of diluted earnings per share because the options' exercise price was greater
than the average market price of the common shares.
There were no options excluded from the computation of diluted earnings per
share for Fiscal 2001 because all the options' exercise prices were lower than
the average market price of the common shares.
Options to purchase 343,500 shares of common stock at $13.19 per share, 123,000
shares of common stock at $12.75 per share, 28,000 shares of common stock at
$13.69 per share and 10,000 shares of common stock at $13.06 per share were
outstanding at the end of Fiscal 2000 but were not included in the computation
of diluted earnings per share because the options' exercise price was greater
than the average market price of the common shares.
Options to purchase 284,000 shares of common stock at $11.00 per share, 157,250
shares of common stock at $12.75 per share and 250,000 shares of common stock at
$6.06 per share were outstanding at the end of Fiscal 1999 but were not included
in the computation of diluted earnings per share because the options' exercise
price was greater than the average market price of the common shares.
The weighted shares outstanding reflects the effect of the stock buy back
program of up to 6.87.2 million shares announced by the Company in Fiscal 1999 2000 and 2001.-
2002. The Company has repurchased 6.46.7 million shares as of February 3,
2001.
572, 2002.
60
58
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1615
STOCK OPTIONINCENTIVE PLANS AND STOCK PURCHASE PLANS
The Company's stock-based compensation plans, as of February 3, 2001,2, 2002, are
described below. The Company applies APB Opinion 25 and related Interpretations
in accounting for its plans. Accordingly, no compensation cost has been
recognized other than for its restricted stock options.incentive plans. The compensation
cost that has been charged against income for its restricted plans was $0.3
million, $3.8 million $0.6 million and $1.1$0.6 million for Fiscal 2002, 2001 2000 and 1999,2000,
respectively. The compensation cost that has been charged against shareholders'
equity for its directors' restricted stock plan was $70,000, $110,000 $105,000 and
$89,000$105,000 for Fiscal 2002, 2001 2000 and 1999,2000, respectively. Had compensation cost for
all of the Company's stock-based compensation plans been determined based on the
fair value at the grant dates for awards under those plans consistent with the
methodology prescribed by FAS 123, the Company's net income and earnings per
share would have been reduced to the pro forma amounts indicated below:
Fiscal Years
-----------------------------------------------------------------------------------------
(In thousands, except per share amounts) 2002 2001 2000
1999
------- ------- ---------------- --------- ---------
Net Income As reported $29,598 $25,922 $53,128$ 37,070 $ 29,598 $ 25,922
Pro forma $28,422 $24,839 $52,464$ 35,332 $ 28,422 $ 24,839
Diluted EPS As reported $ 1.49 $ 1.23 $ 1.05
$ 1.83
Pro forma $ 1.43 $ 1.18 $ 1.01 $ 1.81
Basic EPS As reported $ 1.68 $ 1.36 $ 1.14
$ 2.07
Pro forma $ 1.60 $ 1.31 $ 1.10 $ 2.05
FIXED STOCK OPTIONINCENTIVE PLANS
The Company has two fixed optionstock incentive plans. Under the 1987 Stock Option
Plan, the Company may grant options to its management personnel for up to 2.2
million shares of common stock. Under the 1996 Stock Incentive Plan, the Company
may grant options to its officers and other key employees of and consultants to
the Company for up to 2.34.4 million shares of common stock, which excludesincludes 200,000
shares reserved for issuance to outside directors. Under both plans, the
exercise price of each option equals the market price of the Company's stock on
the date of grant and an option's maximum term is 10 years. Options granted
under both plans vest 25% at the end of each year with the exception of shares
granted February 20, 1995 which vest 20% at the end of each year.
5861
59
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1615
STOCK OPTIONINCENTIVE PLANS AND STOCK PURCHASE PLANS, CONTINUED
With regard to the 200,000 shares reserved for issuance to outside directors, an
automatic grant of restricted stock will be given to outside directors on the
date of the annual meeting of shareholders at which an outside director is first
elected. The outside director restricted stock shall vest with respect to
one-third of the shares each year as long as the director is still serving as a
director. Once the shares have vested, the director is restricted from selling,
transferring, pledging or assigning the shares for an additional two years.
There were 942 shares, 926 shares and 1,139 shares of restricted stock issued to
directors for Fiscal 2002, 2001 and 2000, respectively. There were no shares issued in Fiscal
1999. An outside director may
elect irrevocably to receive all or a specified portion of his annual retainers
for board membership and any committee chairmanship for the following fiscal
year in a number of shares of restricted stock (the "Retainer Stock"). Shares of
the Retainer Stock shall be granted as of the first business day of the fiscal
year as to which the election is effective, subject to forfeiture to the extent
not earned upon the Outside Director's ceasing to serve as a director or
committee chairman during such fiscal year. Once the shares are earned, the
director is restricted from selling, transferring, pledging or assigning the
shares for an additional four years. There were 2,087 shares, 9,116 shares 9,157 shares and
4,5559,157 shares of Retainer Stock issued to directors for Fiscal 2002, 2001 2000 and
1999,2000, respectively.
Annually on the date of the annual meeting of shareholders, each outside
director shall receive the automatic grant of options to purchase 4,000 shares
of common stock at an exercise price equal to the fair market value of the
common stock on the date of grant. These stock options become exercisable six
months after their respective dates of grant, and expire in ten years. There
were 32,000, 32,000 and 28,000 shares of stock options issued to directors for
Fiscal 2002, 2001 and 2000, respectively.
The weighted-average fair value of each option granted in the fixed stock
optionincentive plans described above is estimated on the date of grant using the
Black-Scholes option-pricing model -average assumptions used for grants in
Fiscal 2002, 2001 2000
and 1999,2000, respectively: expected volatility of 62 62 and 62 percent;percent each
year; risk-free interest rates of 5.2, 5.3 6.7 and 5.06.7 percent; and expected lives
of 5.8, 6.7 7.6 and 7.07.6 years, respectively.
5962
60
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1615
STOCK OPTIONINCENTIVE PLANS AND STOCK PURCHASE PLANS, CONTINUED
A summary of the status of the Company's fixed stock optionincentive plans as of
February 2, 2002, February 3, 2001, and January 29, 2000 and January 30, 1999 and changes during the
years ended on those dates is presented below:
2002 2001 2000
1999
----------------------------- ----------------------------- ----------------------------------------------------------- ------------------------------
WEIGHTED-AVERAGE Weighted-Average Weighted-Average
FIXED OPTIONS SHARES EXERCISE PRICE Shares Exercise Price Shares Exercise Price
- ------------- ---------- ---------------- ---------- ---------------- ------------------- ----------------
Outstanding at beginning of year 1,917,990 $ 7.87 2,271,389 $ 5.76 2,528,655 $ 5.88
Granted 337,000 16.85 387,500 13.23 268,000 6.06
Exercised (894,316) 5.57 (591,711) 3.13 (229,876) 4.21
Forfeited (99,250) 11.13 (149,188) 8.54 (295,390) 8.29
---------- ---------- ---------- ---------- ---------- ----------
Outstanding at end of year 1,261,424 $ 11.69 1,917,990 $ 7.87 2,271,389 $ 5.76
Granted 427,000 18.17 337,000 16.85 387,500 13.23
Exercised (243,799) 10.49 (894,316) 5.57 (591,711) 3.13
Forfeited (85,750) 15.24 (99,250) 11.13 (149,188) 8.54
---------- ------- ---------- ------- ---------- -------
Outstanding at end of year 1,358,875 $ 13.72 1,261,424 $ 11.69 1,917,990 $ 7.87
========== ======= ========== ======= ========== ========== ========== =================
Options exercisable at year-end 593,375 568,424 1,238,989 1,279,034
Weighted-average fair value of
options granted during the year $ 11.49 $ 11.07 $ 9.27 $ 4.02
The following table summarizes information about fixed stock options outstanding
at February 3, 2001:2, 2002:
Options Outstanding Options Exercisable
-------------------------------------------------- ------------------------------------------------------------------------------------ ---------------------------------
NUMBER Weighted-Average NUMBER
Range of OUTSTANDING Remaining Weighted-Average EXERCISABLE Weighted-Average
Exercise Prices AT 2/3/012/02 Contractual Life Exercise Price AT 2/3/012/02 Exercise Price
- -------------------------------- ----------- ----------------- --------------------------------- ----------- ----------------
$1.875
$ 1.875 - 2.75 19,725 3.817,500 2.9 years $ 2.39 19,7252.43 17,500 $ 2.392.43
3.375 - 5.00 153,321 4.8 4.66 153,321 4.66126,821 4.0 4.64 126,821 4.64
5.50 - 7.75 140,671 7.575,875 6.5 6.06 37,421 6.0732,125 6.06
9.00 - 12.75 283,780 6.2 11.03 252,405 10.84210,371 5.1 10.73 210,371 10.73
13.00 - 17.75 658,927 9.2 14.99 105,552 14.04896,308 8.9 15.89 174,558 14.77
18.00 - 24.25 5,000 9.9 24.06 -0- -0-32.65 32,000 9.4 32.65 32,000 32.65
--------- --- ------- ------- -------
$1.875$ 1.875 - 24.25 1,261,424 7.832.65 1,358,875 7.7 $ 11.69 568,42413.72 593,375 $ 9.1611.30
========= === -============= ======= =======
RESTRICTED STOCK OPTIONSINCENTIVE PLANS
On January 10, 1997, 200,000 shares of restricted stock options were granted to
the chairman of the board (at that time) under the 1996 Stock Incentive Plan.
The stock price at the date of grant was $9 per share. The restrictions lapsed
for one third of the shares (66,667 shares) on January 31, 1998 and the second
one third of the shares on January 31, 1999. The restrictions would lapsehave lapsed
for the last one third of the shares on January 31, 2000 if (1) the chairman
remainsremained on the board of the Company and serves as chairman or in such other capacity as the board may
request through that date and (2) the Company's common stock trades at or above
$15.00 per share for 20 consecutive trading days during Fiscal 2000.Company. The chairman resigned in the fourth
quarter of Fiscal 2000. The last one third of the shares were not issued since the above conditions were not met.issued. There
was compensation income of $0.5 million for these options in Fiscal 2000.
Compensation cost charged against income for these options was $0.8 million in
Fiscal 1999.
As of the beginning of the first quarter of Fiscal 1999, a three year long term
incentive plan was approved for the president - CEO (at that time) which covered
Fiscal 1999 through Fiscal 2001. The incentive plan provides a maximum of
300,000 performance shares of stock to be awarded based on cumulative revenue
growth, cumulative earnings before income taxes to sales ratio and cumulative
assets to sales ratio. There were 147,207, 118,449 and 34,344 shares issued in
Fiscal 2002, 2001 and 2000, respectively. Compensation cost charged against
income for these optionsshares was $3.7 million $1.1 million and $0.4$1.1 million in Fiscal 2001 2000 and
1999, respectively.
602000.
63
61
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1615
STOCK OPTIONINCENTIVE PLANS AND STOCK PURCHASE PLANS, CONTINUED
On October 16, 2000, another three year long term incentive plan was approved
for the Chairman and CEO (at that time) which covers Fiscal 2002 through Fiscal
2004. The incentive plan provides a target payout of $470,000 in stock if the
Company's total return to shareholders equals the average of two published
indices, the Bloomberg U.S. Apparel Index and the S & P 500 Consumer Cyclical
Index. The number of shares to be issued is based on the closing price of the
stock on October 16, 2000 or $16.63 per share which totals 28,262 shares. These
shares vest 100% at the end of three years as long as the Chairman and CEO has
either remained an employee or director, or (if he has retired) has not violated
the terms of a non-compete provision. Compensation cost charged against income
for these optionsshares was $157,000 and $39,000 in Fiscal 2002 and 2001.
On June 1, 2001, the Company entered into a three year restricted stock
agreement with a senior vice president of the Company. The number of shares to
be issued is 20,000 shares. These shares vest on May 31, 2004, provided that on
such date the grantee has remained continuously employed by the Company since
the date of the agreement. Compensation cost charged against income for these
shares was $138,000 in Fiscal 2002.
EMPLOYEE STOCK PURCHASE PLAN
Under the Employee Stock Purchase Plan, the Company is authorized to issue up to
1.0 million shares of common stock to those full-time employees whose total
annual base salary is less than $100,000. Under the terms of the Plan, employees
can choose each year to have up to 15 percent of their annual base earnings
withheld to purchase the Company's common stock. The purchase price of the stock
is 85 percent of the closing market price of the stock on either the exercise
date or the grant date, whichever is less. Under the Plan, the Company sold
41,963 shares, 54,582 shares 122,362 shares and 106,800122,362 shares to employees in Fiscal 2002,
2001 2000 and 1999,2000, respectively. Compensation cost is recognized for the fair value
of the employees' purchase rights, which was estimated using the Black-Scholes
model with the following assumptions for Fiscal 2002, 2001 2000 and 1999,2000,
respectively: an expected life of 1 year for all years; expected volatility of
59, 58 47 and 8247 percent; and risk-free interest rates of 1.8, 5.1 6.1 and 4.66.1 percent.
The weighted-average fair value of those purchase rights granted in Fiscal 2002,
2001 and 2000 was $6.09, $6.86 and 1999 was $6.86, $4.26, and $2.47, respectively.
STOCK PURCHASE PLANS
Stock purchase accounts arising out of sales to employees prior to 1972 under
certain employee stock purchase plans amounted to $226,000$210,000 and $250,000$226,000 at
February 2, 2002 and February 3, 2001, and January 29, 2000, respectively, and were secured at
February 3, 2001,2, 2002, by 12,10710,957 employees' preferred shares. Payments on stock
purchase accounts under the stock purchase plans have been indefinitely
deferred. No further sales under these plans are contemplated.
6164
62
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1716
LEGAL PROCEEDINGS
New York State Environmental Proceedings
The Company is a defendant in a civil action filed by the State of New York
against the City of Gloversville, New York, and 33 other private defendants. The
action arose out of the alleged disposal of certain hazardous material directly
or indirectly into a municipal landfill and seeks recovery under a federal
environmental statute and certain common law theories for the costs of
investigating and performing remedial actions and damage to natural resources.
The environmental authorities have selected a plan of remediation for the site
with a total estimated cost of approximately $12.0 million. The Company was
allocated liability for a 1.31% share of the remediation cost in non-binding
mediation with other defendants and the State of New York. The State has offered
to release the Company from further liability related to the site in exchange
for payment of its allocated share plus a small premium, totaling approximately
$180,000, and the Company has accepted. Assuming the settlement is completed as
proposed,agreed, the Company believes it has fully provided for its liability in
connection with the site.
The Company has received notice from the New York State Department of
Environmental Conservation (the "Department") that it deems remedial action to
be necessary with respect to certain contaminants in the vicinity of a knitting
mill operated by a former subsidiary of the Company from 1965 to 1969, and that
it considers the Company a potentially responsible party. In August 1997, the
Department and the Company entered into a consent order whereby the Company
assumed responsibility for conducting a remedial investigation and feasibility
study ("RIFS") and implementing an interim remediation measure with regard to
the site, without admitting liability or accepting responsibility for any future
remediation of the site. In conjunction with the consent order, the Company
entered into an agreement with the owner of the site providing for a release
from liability for property damage and for necessary access to the site, for
payments totaling $400,000. The Company estimates that the cost of conducting
the RIFS and implementing the interim remedial measure will be in the range of
$2.2$3.9 million to $2.6 million.$4.1 million, $3.3 million of which the Company has already
paid. The Company believes that it has adequately reserved for the costs of
conducting the RIFS and implementing the interim remedial measure contemplated
by the consent order, but there is no assurance that the consent order will
ultimately resolve the matter. The Company has not ascertained what
responsibility, if any, it has for any contamination in connection with the
facility or what other parties may be liable in that connection and is unable to
predict whether its liability, if any, beyond that voluntarily assumed by the
consent order will have a material effect on its financial condition or results
of operations.
6265
63
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1716
LEGAL PROCEEDINGS, CONTINUED
WHITEHALL ENVIRONMENTAL SAMPLINGWhitehall Environmental Sampling
Pursuant to a work plan approved by the Michigan Department of Environmental
Quality ("MDEQ") the Company has performed sampling and analysis of soil,
sediments, surface water, groundwater and waste management areas at the
Company's Volunteer Leather Company facility in Whitehall, Michigan. On June 29,
1999, the Company submitted a remedial action plan (the "Plan") for the site to
MDEQ. The Plan proposed no direct remedial action with respectMDEQ and subsequently amended it to soils atinclude additional upland remediation to
bring the site, which are inproperty into compliance with applicable regulatory standards or lake
sediments, which the Company believes do not pose a threat to human health or
the environment and do not violate any applicable regulatory standard. The Plan
included the filing of certain restrictive covenants encumbering the tannery
property to prevent activities disturbing the lake sediments and uses of the
property inconsistent with the applicable regulatory standards.for non-industrial
uses. The Company, with the approval of MDEQ, previously installed horizontal
wells to capture groundwater from a portion of the site and treat it by air
sparging. The Plan proposed continued operation of this system for an indefinite
period and monitoring of groundwater samples to ensure that the system is
functioning as intended. The Plan is subject to MDEQ approval. In December 1999, MDEQ responded
to the Plan with a request for further information.
On June 30, 1999, the City of Whitehall filed an action against the Company in
the circuit court for the City of Muskegon alleging that the Company's and its
predecessors' past wastewater management practices have adversely affected the
environment, and seeking injunctive relief under Parts 17 and 201 of the
Michigan Natural Resources Environmental Protection Act ("MNREPA") to require
the Company to correct the alleged pollution.pollution, primarily lake sediment
contamination. Further, the City allegesalleged violations of City ordinances
prohibiting blight and litter, and that the Whitehall Volunteer Leather plant
constitutes a public nuisance. The Company, filed an answer denying the material allegationsCity of Whitehall and MDEQ
settled their disagreement over lake sediments for a lump sum payment of $3.35
million by the complaint and asserting
affirmative defenses and counterclaims against the City. The Company also moved
to join the State of Michigan as a party to the action, since it has primary
responsibility for administration of the environmental statutes underlying most
of the City's claims. The State moved to dismiss the Company's action against it
and to intervene in the case on a limited basis, seeking declaratory and
injunctive relief regarding the restrictive covenants on the property, the
State's jurisdiction under MNREPA Part 201 and its rightfirst quarter of access to the
property. On May 5, 2000, the court dismissed the Company's action against the
State; the cross actions between the City and the Company remain.Fiscal 2003. In connection with
its decision during the second quarter of Fiscal 2001 to exitsettlement, the leather business and to shut down the Whitehall facility, the Company
formally proposed a compromise remediation plan (the "Compromise Proposal"),
including limited sediment removal and additional upland remediation to bring
the property into complianceCity's lawsuit has been dismissed with regulatory standards for non-industrial uses.prejudice.
The Company estimated that the Compromise Proposal would include incremental
costs of approximately $2.2 million, which werebelieves it has fully provided for during the quarter.
63
64
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
NotesPlan, which remains subject
to Consolidated Financial Statements
NOTE 17
LEGAL PROCEEDINGS, CONTINUED
If the Compromise Proposal is approved and the litigation's outcome does not
require additional remediation of the site,MDEQ approval. Although the Company does not expect remediation of the site
to have a material impacteffect on its financial condition or results of operations. However,operations,
there can be no assurance that the Compromise ProposalPlan, as amended, will be approved, and the
Company is unable to predict whether any further remediation that maymight
ultimately be required willwould have a material effect on its
financial condition or results of operations.
WHITEHALL ACCIDENT
On June 4, 1999, a truck driver working under contact with a carrier for a
chemical vendor died after inhaling a toxic vapor produced when he deposited a
chemical compound that he was delivering to the Company's Whitehall, Michigan
leather tannery into a tank containing another chemical solution. Regulatory
authorities, including the National Transportation Safety Board and the Michigan
Occupational Safety and Health Administration, investigated the incident. The
Michigan agency issued six citations alleging regulatory infractions identified
in the course of a general compliance review following the accident. Proposed
monetary penalties associated with the citations total $15,100. The Company
contested the citations; ultimately, the monetary penalties were reduced to
$7,600, which the Company has paid. On March 14, 2000, the estate of the
deceased truck driver broughtsuch an action against the Company in Michigan state
court alleging that the Company's negligent acts and omissions caused his death
and seeking unspecified damages. In February 2001, the Company reached a
settlement of the action, which was funded by insurance. The Company does not
expect any additional material effects related to the accident.
Threatened Contribution Claim
The Company has been advised by the current owner of an adhesives manufacturing
business formerly owned by the Company that the owner has been named a
third-party defendant in a suit brought under CERCLA relating to an Alabama
solvent recycling facility allegedly used by the business. According to the
owner, it would in turn seek contribution from the Company against any portion
of its liability arising out of the Company's operation of the business prior to
its 1986 divestiture. The current owner has advised the Company that available
information on volumes of contaminants at the site indicates that the entire
share of liability related to the adhesives business is de minimis, not likely
to exceed $50,000. Based on information concerning its relative contribution of
wastes to the site the Company has agreed to accept approximately 40% of up to
$50,000 in liability imposed on the adhesives business and the current owner and
one other former owner have agreed to accept the balance of such liability up to
$50,000. The Company does not expect this threatened claim to have a material
adverse effect on its financial condition or results of operations.
64effect.
66
65
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1817
BUSINESS SEGMENT INFORMATION
The Company currently operates four reportable business segments (not including
corporate): Journeys;Journeys, comprised of Journeys and Journeys Kidz retail footwear
chains; Jarman, comprised primarily of the Jarman and Underground Station retail
footwear chains; Johnston & Murphy, comprised of Johnston & Murphy retail
stores, direct marketing and wholesale distribution; and Licensed Brands,
comprised of Dockers and Nautica Footwear. The Company has ended theits license agreement with Nautica Apparel, Inc. to
market footwear under the Nautica footwearlabel, effective January 31, 2001. In Fiscal
2000 the Company operated the Other Retail segment, comprised of General Shoe
Warehouse and the Jarman Leased departments, both of which were closed in Fiscal
2000. All the Company's segments sell footwear products at either retail or
wholesale. The Company also operated the Leather segment in Fiscal 2000 and some
of Fiscal 2001. The Company sold certain assets of its Volunteer Leather
business on June 19, 2000, and has discontinued all Leather segment operations.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies.
The Company's reportable segments are based on the way management organizes the
segments in order to make operating decisions and assess performance along types
of products sold. Journeys and Jarman sells primarily branded products from
other companies while Johnston & Murphy and Licensed Brands sells primarily the
Company's owned and licensed brands.
Corporate assets include cash, deferred income taxes, prepaid pension cost and
deferred note expense. The Company does not allocate certain costs to each
segment in order to make decisions and assess performance. These costs include
corporate overhead, restructuring gains and losses, interest expense, interest
income, and other charges. Other includes severance, litigation and
environmental charges.
- ---------------------------------------------------------------------------------------------------------------------------
JOHNSTON LICENSED
FISCAL 20012002 JOURNEYS JARMAN & MURPHY BRANDS LEATHER CORPORATE CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Sales $300,758 $109,791 $188,152 $85,262$ 381,736 $ 120,242 $ 167,988 $ 79,805 $ -0- $ -0- $683,963$ 749,771
Intercompany sales -0- -0- 1 (2,951) -0- -0- (2,950)
- --------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS 381,736 120,242 167,989 76,854 -0- -0- 746,821
- --------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 51,925 5,319 14,125 8,001 -0- (10,777) 68,593
Restructuring charge -0- -0- -0- -0- -0- 4,805 4,805
Interest expense -0- -0- -0- -0- -0- 8,698 8,698
Interest income -0- -0- -0- -0- -0- 1,134 1,134
Other -0- -0- -0- -0- -0- (360) (360)
- --------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES AND
DISCONTINUED OPERATIONS 51,925 5,319 14,125 8,001 -0- (23,506) 55,864
- --------------------------------------------------------------------------------------------------------------------------------
Total assets 120,169 42,687 62,835 25,108 499 112,256 363,554
Depreciation 7,011 3,044 3,254 146 -0- 2,784 16,239
Capital expenditures 18,708 5,412 2,951 54 -0- 16,598 43,723
67
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 17
BUSINESS SEGMENT INFORMATION, CONTINUED
Johnston Licensed
Fiscal 2001 Journeys Jarman & Murphy Brands Leather Corporate Consolidated
- ----------------------------------------------------------------------------------------------------------------------------------
Sales $ 300,758 $ 109,791 $ 188,152 $ 85,262 $ -0- $ -0- $ 683,963
Intercompany sales -0- -0- (92) (3,705) -0- -0- (3,797)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS 300,758 109,791 188,060 81,557 -0- -0- 680,166
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 41,869 8,395 24,636 4,695 -0- (15,921) 63,674
Restructuring charge -0- -0- -0- -0- -0- 3,433 3,433
Interest expense -0- -0- -0- -0- -0- 8,618 8,618
Interest income -0- -0- -0- -0- -0- 1,418 1,418
Other -0- -0- -0- -0- -0- (54) (54)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES AND
DISCONTINUED OPERATIONS 41,869 8,395 24,636 4,695 -0- (26,608) 52,987
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total assets 93,761 37,468 71,359 28,658 989 119,928 352,163
Depreciation 5,070 2,334 2,890 99 149 2,658 13,200
Capital expenditures 17,133 9,433 4,917 399 -0- 2,853 34,735
65
66
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18
BUSINESS SEGMENT INFORMATION, CONTINUED
- ----------------------------------------------------------------------------------------------------------------------------------
Other Johnston Licensed
Fiscal 20002001 Journeys Jarman Retail & Murphy Brands Leather Corporate Consolidated
- ----------------------------------------------------------------------------------------------------------------------------------
Sales $215,318 $86,897 $ 8,840 $ 167,822$8,840 $167,822 $78,818 $ -0- $ -0- $ 557,695$557,695
Intercompany sales -0- -0- -0- (363) (4,300) -0- -0- (4,663)
- ----------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS 215,318 86,897 8,840 167,459 74,518 -0- -0- 553,032
- ----------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 29,719 4,336 (500) 22,187 2,488 -0- (10,869) 47,361
Interest expense -0- -0- -0- -0- -0- -0- 8,152 8,152
Interest income -0- -0- -0- -0- -0- -0- 2,165 2,165
Other -0- -0- -0- -0- -0- -0- (392) (392)
- ----------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES AND
DISCONTINUED OPERATIONS 29,719 4,336 (500) 22,187 2,488 -0- (17,248) 40,982
- ----------------------------------------------------------------------------------------------------------------------------------
Total assets 65,256 23,910 992 61,693 28,678 9,670 110,966 301,165
Depreciation 3,382 1,724 155 2,763 213 460 1,817 10,514
Capital expenditures 12,338 2,600 99 3,604 89 47 3,535 22,312
- ----------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
Other Johnston Licensed Western
Fiscal 1999 Journeys Jarman Retail & Murphy Brands Leather Boot Corporate Consolidated
- -------------------------------------------------------------------------------------------------------------------------------
Sales $159,965 $83,315 $56,184 $ 149,661 $72,337 $ -0- $ 16,560 $ -0- $538,022
Intercompany sales -0- -0- -0- (1,281) (4,577) -0- -0- -0- (5,858)
- -------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS 159,965 83,315 56,184 148,380 67,760 -0- 16,560 -0- 532,164
- -------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 21,704 2,983 2,214 19,708 2,435 -0- (1,309) (11,007) 36,728
Restructuring gain -0- -0- -0- -0- -0- -0- -0- (2,403) (2,403)
Interest expense -0- -0- -0- -0- -0- -0- -0- 9,250 9,2508,152 8,152
Interest income -0- -0- -0- -0- -0- -0- -0- 2,639 2,6392,165 2,165
Other -0- -0- -0- -0- -0- -0- -0- (2,030) (2,030)(392) (392)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES AND
DISCONTINUED OPERATIONS AND
EXTRAORDINARY LOSS 21,704 2,983 2,214 19,708 2,43529,719 4,336 (500) 22,187 2,488 -0- (1,309) (17,245) 30,490(17,248) 40,982
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total assets 52,125 25,395 15,772 59,925 28,873 8,759 -0- 116,349 307,19865,256 23,910 992 61,693 28,678 9,670 110,966 301,165
Depreciation 2,591 1,676 469 2,423 238 556 336 1,402 9,6913,382 1,724 155 2,763 213 460 1,817 10,514
Capital expenditures 9,330 3,468 598 4,351 93 157 -0- 5,515 23,51212,338 2,600 99 3,604 89 47 3,535 22,312
6668
67
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1918
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
1ST QUARTER 2ND QUARTER 3RD QUARTER
------------------------ --------------------- -----------------------
(IN THOUSANDS, EXCEPT
---------------------- -------------------------
PER SHARE AMOUNTS) 2002 2001 20002002 2001 20002002 2001
- ---------------------------------------------------------------------------------------------
Net sales $146,644 $123,766 $143,243 $121,308
Gross margin 68,306 57,467 68,966 56,520
Pretax earnings 10,190 6,611 9,041 6,968
Earnings before
discontinued operations 6,193 3,945 5,531 4,223
Net earnings 5,961 4,067 2,562(1) 4,176
Diluted earnings per common share:
Before discontinued operations .26 .16 .24 .18
Net earnings .25 .16 .13 .17
=============================================================================================
- -------------------------------------------------------------------------------------------------------------------------
3RD QUARTER 4TH QUARTER FISCAL YEAR
(IN THOUSANDS, EXCEPT ---------------------- ------------------------- ----------------------
PER SHARE AMOUNTS) 2001 2000 2001 2000 2001 2000
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Net sales $171,918 $146,644 $166,543 $143,243 $185,772 $176,086 $140,309 $124,193 $167,649 $680,166 $553,032
Gross margin 82,097 68,306 78,365 68,966 85,958 82,662 65,167 102,579 77,106 322,513 256,260
Pretax earnings 13,350 10,190 9,878(1) 9,041 12,868 14,340 9,707 19,416(2) 17,696 52,987 40,982
Earnings before
discontinued operations 8,338 6,193 6,183 5,531 7,991 8,785 5,857 12,322 11,310 32,831 25,335
Net earnings 8,338 5,961 6,183 2,562(2) 7,283(3) 8,785 6,204 12,290 11,475 29,598 25,922
Diluted earnings per common share:
Before discontinued operations .34 .26 .26 .24 .33 .36 .25 .49 .45 1.35 1.03
Net earnings .34 .25 .26 .13 .30 .36
.26
4TH QUARTER FISCAL YEAR
------------------------ --------------------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS) 2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------
Net sales $222,588 $214,193 $746,821 $680,166
Gross margin 103,189 102,579 349,609 322,513
Pretax earnings 19,768(4) 19,416(7) 55,864 52,987
Earnings before
discontinued operations 15,811(5) 12,322 38,323 32,831
Net earnings 15,266(6) 12,290 37,070 29,598
Diluted earnings per common share:
Before discontinued operations .61 .49 .451.54 1.35
Net earnings .59 .49 1.49 1.23 1.05
=========================================================================================================================
(1) Includes a restructuring gain of $0.3 million (see Note 2).
(2) Includes a loss of $3.0 million, net of tax, from discontinued
operations (see Note 2).
(2)(3) Includes a loss of $0.7 million, net of tax, from discontinued
operations (see Notes 2 and 16).
(4) Includes restructuring chargeand other charges of $5.4 million (see Note 2).
(5) Includes tax benefit of $3.5 million for previously accrued income
taxes no longer required (see Note 12).
(6) Includes a loss of $0.6 million, net of tax, from discontinued
operations (see Notes 2 and 16).
(7) Includes restructuring and other charges of $4.4 million (see Note 2).
6769
68
ITEM 9, CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10, DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company incorporates by reference the (i) information regarding directors of
the Company appearing under the heading "Information Concerning Nominees" to be
included in the Company's proxy statement relating to the annual meeting of
shareholders scheduled for June 27, 200126, 2002 (the "Proxy Statement") and (ii)
information regarding compliance by persons subject to Section 16(a) of the
Securities Exchange Act of 1934 appearing under the heading "Compliance with
Beneficial Ownership Reporting Rules" to be included in the Proxy Statement.
Information regarding the executive officers of the Company appears under the
heading "Executive Officers of Genesco" in this report following Item 4 of Part
I.
ITEM 11, EXECUTIVE COMPENSATION
The Company incorporates by reference the (i) information regarding the
compensation of directors of the Company to appear under the heading "Director
Compensation" in the Proxy Statement and (ii) information regarding the
compensation of the Company's executive officers to appear under the heading
"Executive Compensation" in the Proxy Statement.
ITEM 12, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding beneficial ownership of the Company's voting securities by
(i) the Company's directors, (ii) certain executive officers and (iii) the
officers and directors of the Company as a group is incorporated by reference to
the Proxy Statement.
The following information regarding beneficial ownership on March 31, 200130, 2002
(except as indicated) of the Company's voting securities is furnished with
respect to each person or group of persons acting together who, as of such date,
was known by the Company to be the beneficial owner of more than five percent of
any class of the Company's voting securities. Beneficial ownership of the shares
consists of sole voting and investment power except as otherwise noted.
CLASS OF NO. OF PERCENT OF
NAME AND ADDRESS STOCK* SHARES CLASS
- ---------------- -------- ----------------- ----------
AIM ManagementCapital Group Inc.Int'l and
Capital Guardian Trust Company Common 1,134,640(1) 5.2
11 Greenway Plaza, Suite 100
Houston, TX 770461,271,700(1) 5.8
11100 Santa Monica Blvd.
Los Angeles, CA 90025
JP Morgan Chase & Co. Common 1,404,465(2) 6.41,817,012(2) 8.3
270 Park Avenue
New York, NY 10017
6870
69
Lazard Freres & Co. LLC Common 1,397,110(3) 6.4
30 Rockefeller Plaza
New York, NY 10020
Lord, Abbett & Co. Common 1,307,203(4) 6.0
90 Hudson Street
Jersey City, NJ 07302
Taunus Corporation and Common 1,879,064(5) 8.6
Bankers Trust Company
130 Liberty Street
New York, NY 10006
Wellington Management Company, LLP Common 1,651,900(6) 7.6
75 State Street
Boston, MA 02109
Jeannie Bussetti Series 1 3,000 8.1
12 Carteret Drive
Pomona, NY 10970
Joseph Bussetti Series 1 2,000 5.4
52 South Lilburn Drive
Garnerville, NY 10923
Ronald R. Bussetti Series 1 2,000 5.4
12 Carteret Drive
Pomona, NY 10970
S. Robert Weltz, Jr. Series 1 2,308 6.2
415 Hot Springs Road
Santa Barbara, CA 93108
Empire & Co. Series 1 5,889 15.9
P. O. Box 426
Exchange Place Station
69 Montgomery St.
Jersey City, NJ 0780307303
Empire & Co. Series 3 4,226 23.3
P. O. Box 426
Exchange Place Station
69 Montgomery St.
Jersey City, NJ 0780307303
71
Hazel Grossman Series 3 1,074 5.9
30 Argyle Ave., Apt. 209
Riverside, RI 02915
Jack Rubens Series 3 1,514 8.3
5114 Windsor Parke Dr.
Boca Raton, FL 33496
Barbara F. Grossman Wasserspring Series 3 933 5.1
75 Cooper Drive
Great Neck, NY 11023
Melissa Evins Series 4 2,893 17.6
417 East 57th Street
New York, NY 10022
69
70
Reed Evins Series 4 2,418 14.7
417 East 57th Street
Apt. 32B
New York, NY 10022
James H. Cheek, Jr. Subordinated 2,413 8.0
Apt. 407 Cumulative
11 Burton Hills Blvd. Preferred
Nashville, TN 37215
- -------------------------------
* See Note 1211 to the Consolidated Financial Statements included in Item 8
and under the heading "Voting Securities" included in the Company's
Proxy Statement for a more complete description of each class of stock.
(1) This information is from Schedule 13G dated February 9, 2001.11, 2002.
(2) This information is from Schedule 13G dated February 12, 2002.
(3) This information is from Schedule 13G dated February 15, 2002.
(4) This information is from Schedule 13G dated January 16, 2002.
(5) This information is from Schedule 13G dated February 13, 2002.
(6) This information is from Schedule 13G dated February 14, 2001.2002.
ITEM 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company incorporates by reference any information appearing under the
heading "Certain Relationships and Related Transactions" included in the
Company's Proxy Statement.
7072
71
PART IV
ITEM 14, EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS
The following are included in Item 8.
ReportReports of Independent Accountants
Consolidated Balance Sheet, February 2, 2002 and February 3, 2001 and January 29, 2000
Consolidated Earnings, each of the three fiscal years ended 2002, 2001 2000 and 19992000
Consolidated Cash Flows, each of the three fiscal years ended 2002, 2001 2000
and
19992000
Consolidated Shareholders' Equity, each of the three fiscal years ended 2002,
2001 2000 and 19992000
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES
II -Reserves,- Reserves, each of the three fiscal years ended 2002, 2001 2000 and 19992000
All other schedules are omitted because the required information is either not
applicable or is presented in the financial statements or related notes. These
schedules begin on page 76.79.
EXHIBITS
- --------
(3) a. By-laws of Genesco Inc. Incorporated by reference to Exhibit
(3)a to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1995.
b. Restated Charter of Genesco Inc. Incorporated by reference to
Exhibit (3)b to the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1993. Amendment to Restated
Charter of Genesco Inc. dated as of June 17, 1998.
Incorporated by reference to Exhibit (3)b to the Company's
Quarterly Report on Form 10-Q for the quarter ended August 1,
1998.
(4) Indenture dated as of April 9, 1998 between the Company and United
States Trust Company of New York relating to 5 1/2% Convertible
Subordinated Notes due 2005. Incorporated by reference to Registration
Statement on Form S-3 filed November 9, 1998 (File No. 333-58541).
(10) a. Form of Split-Dollar Insurance Agreement with Executive
Officers. Incorporated by reference to Exhibit (10)a to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997.
b. Form of Officers and Key Executives Change-in-Control
Employment Agreement. Incorporated by reference to Exhibit
(10)d to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993.
7173
72
c. 1987 Stock Option Plan and Form of Stock Option Agreement.
Incorporated by reference to Exhibit (10)e to the Company's
Annual Report on Form 10-K for the fiscal year ended January
31, 1993.
d. 1996 Stock Incentive Plan. Incorporated by reference to
Registration Statement on Form S-8 filed July 19, 1996 (File
No. 33-08463)333-08463).
e. 20012002 EVA Incentive Compensation Plan. Incorporated by
reference to Exhibit (10)f to the Company's Annual Report on
Form 10-K for the fiscal year ended January 29, 2000.February 3, 2001.
f. 20022003 EVA Incentive Compensation Plan.
g. Form of Indemnification Agreement For Directors. Incorporated
by reference to Exhibit (10)m to the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 1993.
h. ModifiedSecond Amended and RestatedModified Loan Agreement dated as of September 24,
1997July
16, 2001 among the Company and Bank One,of America, N.A., Fifth
Third National Bank, Fleet National Bank, The Chase Manhattan
Bank and Bank of America,One, N.A. Incorporated by reference to Exhibit (10)l to the
Company's Quarterly Report on Form 10-Q for the quarter ended
November 1, 1997. First Amendment to Modified and Restated
Loan Agreement dated as of January 30, 1998 and Second
Amendment to Modified and Restated Loan Agreement dated as of
March 31, 1998. Incorporated by reference to Exhibit (10)i to
the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998. Third Amendment to Modified and
Restated Loan Agreement dated as of August 1, 1998 and Fourth
Amendment to Modified and Restated Loan Agreement dated as of
December 11, 1998. Incorporated by reference to Exhibit (10)i
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 1999. Fifth Amendment to Modified and
Restated Loan Agreement dated as of November 5, 1999.
Incorporated by reference to Exhibit (10)h to the Company's
Annual Report on Form 10-K for the fiscal year ended January
29, 2000. Sixth Amendment to Modified and Restated Loan
Agreement dated as of October 4, 2000. Incorporated by reference to Exhibit
(10)h to the Company's Quarterly Report on Form 10-Q for the
quarter ended October 28, 2000.August 4, 2001. First Amendment to Second
Amended, Restated and Modified Loan Agreement dated as of
September 6, 2001. Incorporated by reference to Exhibit (10)h
to the Company's Quarterly Report on Form 10-Q for the quarter
ended November 3, 2001.
i. Supplemental Pension Agreement dated as of October 18, 1988
between the Company and William S. Wire II, as amended January
9, 1993. Incorporated by reference to Exhibit (10)p to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1993.
j. Deferred Compensation Trust Agreement dated as of February 27,
1991 between the Company and NationsBank of Tennessee for the
benefit of William S. Wire, II, as amended January 9, 1993.
Incorporated by reference to Exhibit (10)q to the Company's
Annual Report on Form 10-K for the fiscal year ended January
31, 1993.
k. Shareholder Rights Agreement dated as of August 8, 1990
between the Company and Chicago Trust Company of New York.
First Amendment to the Rights Agreement dated as of August 8,
1990. Incorporated by reference to Registration Statement on
Form 8-A filed August 15, 1990 (File No. 1-3083). Second
Amendment to the Rights Agreement dated as of March 24, 1998.
Incorporated by reference to Registration Statement on Form
8-A filed March 25, 1998 (File No. 1-3083). Third Amendment to
the Rights Agreement dated as of November 9, 1998.
Incorporated by reference to Registration Statement on Form
8-K filed November 19, 1998 (File No. 1-3083). Amended and
Restated Shareholders Rights Agreement dated as of August 28,
2000. Incorporated by reference to Registration Statement on
Form 8-K filed August 30, 2000 (File No. 1-3083).
l. Form of Employment Protection Agreement between the Company
and certain executive officers dated as of February 26, 1997.
Incorporated by reference to Exhibit (10)p to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1993.
j. Deferred Compensation Trust Agreement dated as of February
27,
1991 between the Company and NationsBank of Tennessee for the
benefit of William S. Wire, II, as amended January 9, 1993.
Incorporated by reference to Exhibit (10)q to the Company's
Annual Report on Form 10-K for the fiscal year ended January
31, 1993.1, 1997.
7274
73
k. Shareholder Rights Agreement dated as of August 8, 1990
between the Company and Chicago Trust Company of New York.
First Amendment to the Rights Agreement dated as of August 8,
1990. Incorporated by reference to Registration Statement on
Form 8-A filed August 15, 1990 (File No. 1-3083). Second
Amendment to the Rights Agreement dated as of March 24, 1998.
Incorporated by reference to Registration Statement on Form
8-A filed March 25, 1998 (File No. 1-3083). Third Amendment to
the Rights Agreement dated as of November 9, 1998.
Incorporated by reference to Registration Statement on Form
8-K filed November 19, 1998 (File No. 1-3083). Amended and
Restated Shareholders Rights Agreement dated as of August 28,
2000. Incorporated by reference to Registration Statement on
Form 8-K filed August 30, 2000 (File No. 1-3083).
l. Form of Employment Protection Agreement between the Company
and certain executive officers dated as of February 26, 1997.
Incorporated by reference to Exhibit (10)p to the Company's
Annual Report on Form 10-K for the fiscal year ended February
1, 1997.
(21) Subsidiaries of the Company.
(23) a. Consent of Ernst & Young LLP, Independent AccountantsAuditors included
on page 74.76.
b. Consent of PricewaterhouseCoopers LLP, Independent Auditors
included on page 77.
(24) Power of Attorney
(99) Financial Statements and ReportReports of Independent Accountants with
respect to the Genesco Employee Stock Purchase Plan being filed herein
in lieu of filing Form 11-K pursuant to Rule 15d-21.
Exhibits (10)a through (10)f and (10)k are Management Contracts or Compensatory
Plans or Arrangements required to be filed as Exhibits to this Form 10-K.
- --------------------------------
A copy of any of the above described exhibits will be furnished to the
shareholders upon written request, addressed to Director, Corporate Relations,
Genesco Inc., Genesco Park, Room 498, P.O. Box 731, Nashville, Tennessee
37202-0731, accompanied by a check in the amount of $15.00 payable to Genesco
Inc.
REPORTS ON FORM 8-K
The Company filed current reports on Form 8-K on January 4,December 18, 2001, January 30,
2001,11,
2002, February 21, 20011, 2002, March 4, 2002, April 4, 2002 and March 1, 2001April 29, 2002
disclosing Regulation FD disclosures.
7375
74
CONSENT OF INDEPENDENT ACCOUNTANTSAUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Nos. 33-15835, 33-30828, 33-35329, 33-50248, 33-62653 and
33-08463)the registration statements of
Genesco Inc. listed below of our report dated February 27, 2001 relating26, 2002 with respect to
the consolidated financial statements and consolidated financial statement schedule which appearsof Genesco Inc. included in
thisits Annual Report (Form 10-K) for the year ended February 2, 2002, filed with
the Securities and Exchange Commission:
(1) Form 10-K.S-8, Registration No. 333-15835 pertaining to the Genesco Inc.
1987 Stock Option Plan
(2) Form S-8, Registration No. 333-30828 pertaining to the Genesco Inc.
1987 Stock Option Plan
(3) Form S-8, Registration No. 333-35329 pertaining to the Genesco Inc.
1987 Stock Option Plan
(4) Form S-8, Registration No. 333-50248 pertaining to the Genesco Inc.
1987 Stock Option Plan
(5) Form S-8, Registration No. 333-94249 pertaining to the Genesco Inc.
1987 Stock Option Plan
(6) Form S-8, Registration No. 333-62653 pertaining to the Genesco Inc.
1996 Employee Stock Purchase Plan
(7) Form S-8, Registration No. 333-08463 pertaining to the Genesco Inc.
1996 Stock Incentive Plan
(8) Form S-3, Registration No. 333-58541 pertaining to the issuance of
convertible subordinated debt including the related amendments filed on
February 12, 2001 and March 14, 2001
We also consent to the incorporation by reference in the Registration Statement
on Form S-8, (No. 33-62653) ofRegistration No. 333-62653 pertaining to the Genesco Inc. 1996
Employee Stock Purchase Plan of our report dated April 6, 2001March 27, 2002 relating to the
February 3, 20012, 2002 financial statements of the Genesco Employee Stock Purchase
Plan, which appears in an exhibit to this Form 10-K.
/s/ Ernst & Young LLP
Nashville, Tennessee
April 26, 2002
76
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statements of
Genesco Inc. listed below of our report dated February 27, 2001 with respect to
the consolidated financial statements and schedule of Genesco Inc. included in
its Annual Report (Form 10-K) for the year ended February 2, 2002, filed with
the Securities and Exchange Commission:
(1) Form S-8, Registration No. 333-15835 pertaining to the Genesco Inc.
1987 Stock Option Plan
(2) Form S-8, Registration No. 333-30828 pertaining to the Genesco Inc.
1987 Stock Option Plan
(3) Form S-8, Registration No. 333-35329 pertaining to the Genesco Inc.
1987 Stock Option Plan
(4) Form S-8, Registration No. 333-50248 pertaining to the Genesco Inc.
1987 Stock Option Plan
(5) Form S-8, Registration No. 333-94249 pertaining to the Genesco Inc.
1987 Stock Option Plan
(6) Form S-8, Registration No. 333-62653 pertaining to the Genesco Inc.
1996 Employee Stock Purchase Plan
(7) Form S-8, Registration No. 333-08463 pertaining to the Genesco Inc.
1996 Stock Incentive Plan
(8) Form S-3, Registration No. 333-58541 pertaining to the issuance of
convertible subordinated debt including the related amendments filed on
February 12, 2001 and March 14, 2001
We also consent to the incorporation by reference in the Registration Statement
on Form S-8, Registration No. 333-62653 pertaining to the Genesco Inc. 1996
Employee Stock Purchase Plan of our report dated April 6, 2001 relating to the
February 3, 2001 and January 29, 2000, financial statements of the Genesco
Employee Stock Purchase Plan, which appears in an exhibit to the Form 10-K.
/s/ PricewaterhouseCoopers LLP
Nashville, Tennessee
May 4, 2001
743, 2002
77
75
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GENESCO INC.
By: /s/James S. Gulmi
---------------------------------------------------------------------
James S. Gulmi
Senior Vice President - Finance
Date: May 4, 20013, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the fourththird day of May, 2001.2002.
/s/Ben T. Harris Chairman Hal N. Pennington President and Chief Executive Officer
- ----------------------------------------------------- and a Director
Ben T. Harris
/s/Hal N. Pennington President and Chief Operating Officer
- ----------------------------------------------------- and a Director
Hal N. Pennington
/s/James S. Gulmi Senior Vice President - Finance
- ----------------------------------------------------- (Principal Financial Officer)
James S. Gulmi
/s/Paul D. Williams - ----------------------------------------------------- Chief Accounting Officer
- -----------------------------------------------------
Paul D. Williams
Directors:
Leonard L. Berry* Kathleen Mason*Ben T. Harris*
Robert V. Dale* Kathleen Mason*
W. Lipscomb Davis, Jr.* Linda H. Potter*
Matthew C. Diamond* William A. Williamson, Jr.*
W. Lipscomb Davis, Jr.*
William S. Wire, II*
Joel C. Gordon* Gary M. Witkin*
*By /s/Roger G. Sisson
--------------------------------
Roger G. Sisson
Attorney-In-Fact
75
78
76
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Financial Statement Schedule
February 3, 2001
762, 2002
79
77
SCHEDULE 2
GENESCO INC.
AND CONSOLIDATED SUBSIDIARIES
Reserves
YEAR ENDED FEBRUARY 2, 2002
ADDITIONS
------------------------
CHARGED CHARGED
BEGINNING TO PROFIT TO OTHER INCREASES ENDING
IN THOUSANDS BALANCE AND LOSS ACCOUNTS (DECREASES) BALANCE
- ---------------------------------------------------------------------------------------------------------------
Reserves deducted from assets in
the balance sheet:
Allowance for bad debt $ 1,306 (470) -0-(1) 183 (2) $ 1,019
Allowance for cash discounts -0- -0- -0- -0- (3) -0-
Allowance for sales returns 1,176 -0- -0- 194 (4) 1,370
Allowance for customer deductions 936 -0- -0- (662)(5) 274
Allowance for co-op advertising 485 -0- -0- (195)(6) 290
- ---------------------------------------------------------------------------------------------------------------
TOTALS $ 3,903 (470) -0- (480) $ 2,953
===============================================================================================================
YEAR ENDED FEBRUARY 3, 2001
ADDITIONS
------------------------
CHARGED CHARGED
BEGINNING TO PROFIT TO OTHER INCREASES ENDING
IN THOUSANDS BALANCE AND LOSS ACCOUNTS (DECREASES) BALANCE
- ---------------------------------------------------------------------------------------------------------------
Reserves deducted from assets in
the balance sheet:
Allowance for bad debts $ 926 477 -0-(1) (97)(2) $ 1,306
Allowance for cash discounts -0- -0- -0- -0- (3) -0-
Allowance for sales returns 935 -0- -0- 241 (4) 1,176
Allowance for customer deductions 831 -0- -0- 105 (5) 936
Allowance for co-op advertising 495 -0- -0- (10)(6) 485
- ---------------------------------------------------------------------------------------------------------------
TOTALS $ 3,187 477 -0- 239 $ 3,903
===============================================================================================================
YEAR ENDED JANUARY 29, 2000
ADDITIONS
------------------------
CHARGED CHARGED
BEGINNING TO PROFIT TO OTHER INCREASES ENDING
IN THOUSANDS BALANCE AND LOSS ACCOUNTS (DECREASES) BALANCE
- ---------------------------------------------------------------------------------------------------------------
Reserves deducted from assets in
the balance sheet:
Allowance for bad debts $ 926 477 -0-(1) (97)(2) $ 1,306
Allowance for cash discounts -0- -0- -0- -0- (3) -0-
Allowance for sales returns 935 -0- -0- 241 (4) 1,176
Allowance for customer deductions 831 -0- -0- 105 (5) 936
Allowance for co-op advertising 495 -0- -0- (10)(6) 485
- ---------------------------------------------------------------------------------------------------------------
TOTALS $ 3,187 477 -0- 239 $ 3,903
===============================================================================================================
YEAR ENDED JANUARY 29, 2000
- ---------------------------------------------------------------------------------------------------------------
ADDITIONS
------------------------
CHARGED CHARGED
BEGINNING TO PROFIT TO OTHER INCREASES ENDING
IN THOUSANDS BALANCE AND LOSS ACCOUNTS (DECREASES) BALANCE
- ---------------------------------------------------------------------------------------------------------------
Reserves deducted from assets in
the balance sheet:
Allowance for bad debts $ 1,075 247 -0-(1) (396)(2) $ 926
Allowance for cash discounts -0- -0- -0- -0- (3) -0-
Allowance for sales returns 292 -0- -0- 643 (4) 935
Allowance for customer deductions 511 -0- -0- 320 (5) 831
Allowance for co-op advertising 400 -0- -0- 95 (6) 495
- ---------------------------------------------------------------------------------------------------------------
TOTALS $ 2,278 247 -0- 662 $ 3,187
===============================================================================================================
YEAR ENDED JANUARY 30, 1999
- ---------------------------------------------------------------------------------------------------------------
ADDITIONS
------------------------
CHARGED CHARGED
BEGINNING TO PROFIT TO OTHER INCREASES ENDING
IN THOUSANDS BALANCE AND LOSS ACCOUNTS (DECREASES) BALANCE
- ---------------------------------------------------------------------------------------------------------------
Reserves deducted from assets in
the balance sheet:
Allowance for bad debts $ 988 1,028 15(1) (956)(2) $ 1,075
Allowance for cash discounts 2 -0- -0- (2)(3) -0-
Allowance for sales returns 365 -0- -0- (73)(4) 292
Allowance for customer deductions 1,006 -0- -0- (495)(5) 511
Allowance for co-op advertising 389 -0- -0- 11 (6) 400
- ---------------------------------------------------------------------------------------------------------------
TOTALS $ 2,750 1,028 15 (1,515) $ 2,278
===============================================================================================================
Note: Most subsidiaries and branches charge credit and collection expense
directly to profit and loss. Adding such charges of $27,000 in 2002,
$20,000 in 2001 and, $32,000 in 2000 and $74,000 in 1999 to the addition above, the total
bad debt expense amounted to $(443,000) in 2002, $497,000 in 2001 and
$279,000 in 2000 and
$1,102,000 in 1999.2000.
(1) Bad debt recoveries.
(2) Bad debt charged to reserve and transfers to operations to be divested.
(3) Adjustment of allowance for estimated discounts to be allowed
subsequent to period end on receivables at same date and transfers to
operations to be divested.
(4) Adjustment of allowance for sales returns to be allowed subsequent to
period end on receivables at same date and transfers to operations to
be divested.
(5) Adjustment of allowance for customer deductions to be allowed
subsequent to period end on receivables at same date and transfers to
operations to be divested.
(6) Adjustment of allowance for estimated co-op advertising to be allowed
subsequent to period end on receivables at same date and transfers to
operations to be divested.
See Note 3 to the Consolidated Financial Statements included in Item 8.
7780