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EXHIBIT (99)
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
January 29, 2000 and January 30, 1999
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March 17, 2000
To the Participants and Administrator
of the Genesco Employee Stock Purchase Plan
Report of Independent Accountants
In our opinion, the accompanying statement of financial condition and
the related statement of changes in plan equity present fairly, in all
material respects, the financial condition of the Genesco Employee
Stock Purchase Plan (the "Plan") at January 29, 2000 and January 30,
1999, and the changes in plan equity for each of the three years in the
period ended January 29, 2000 in conformity with accounting principles
generally accepted in the United States. These financial statements are
the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States 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
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statement of Financial Condition
JANUARY 29, JANUARY 30,
ASSETS 2000 1999
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Due from Genesco Inc. $209,817 $212,836
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TOTAL ASSETS $209,817 $212,836
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LIABILITIES AND PLAN EQUITY
Payable to withdrawn participants $ 1,506 $ 9,281
Plan equity 208,311 203,555
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TOTAL LIABILITIES AND PLAN EQUITY $209,817 $212,836
======================================================================================================
The accompanying Notes are an integral part of these Financial
Statements.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statement of Changes in Plan Equity
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FOR THE YEAR ENDED
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JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
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Employee contributions $ 576,081 $ 586,814 $ 629,482
Options exercised (539,494) (493,630) (565,719)
Distributions to withdrawn participants (31,831) (118,157) (51,880)
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Net increase (decrease) in plan equity 4,756 (24,973) 11,883
Plan equity at beginning of period 203,555 228,528 216,645
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PLAN EQUITY AT END OF PERIOD $ 208,311 $ 203,555 $ 228,528
========================================================================================================
The accompanying Notes are an integral part of these Financial
Statements.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The records of the Genesco Employee Stock Purchase Plan (the "Plan") are
maintained on the accrual basis of accounting.
All expenses incurred in administration of the Plan are paid by Genesco Inc.
(the "Company") and are excluded from these financial statements.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingencies at the date of the financial statements and the reported amounts
of revenues and expenses during the period. Actual results could differ from
those estimates.
NOTE 2
THE PLAN
BACKGROUND AND SUMMARY
The following description of the Plan provides only general information.
Participants should refer to the Plan prospectus for a more complete description
of the Plan's provisions.
The Plan became effective October 1, 1995 to advance the interests of the
Company and its shareholders by attracting and retaining qualified employees and
by encouraging them to identify with shareholder interests through the
acquisition of shares of the Company's common stock.
ELIGIBILITY
Each employee whose total annual base salary is less than $100,000 and whose
customary employment is greater that 20 hours per week and greater than five
months per year is eligible to participate in the Plan if the employee has been
employed by the Company for at least six months prior to the grant date. The
Plan excludes statutory insiders and five percent shareholders.
CONTRIBUTIONS
Contributions to the Plan are solely from participating employees of the Company
who, through after-tax payroll deductions, may use their contributions to
purchase common stock of the Company at the end of a one-year option period. The
maximum number of shares available to any participant is the lesser of 2,000 a
year or that number of shares equal to $10,000 divided by the closing market
price of the common stock on the grant date or the exercise date. The maximum
contribution is the lesser of $8,500 a year or 15% of the participant's base pay
as of October 1. The minimum contribution is $250 per participant per year.
Shares will be purchased September 30 of the year following the October 1 grant
date with the initial grant date being October 1, 1995.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 2
THE PLAN, CONTINUED
An option enables the participant to purchase shares of the Company's common
stock at the lesser of 85% of the market value on the grant date or the exercise
date. Options are to be granted each year through and including October 1, 2004,
unless the board of directors, at its discretion, determines in advance that no
options are to be granted. The cumulative number of shares which may be
purchased under the Plan is 1,000,000. The options granted and rights thereto
may not be sold, assigned, pledged or otherwise transferred and may be exercised
during the lifetime of the participant only by the participant.
PARTICIPANT ACCOUNTS
Periodically throughout the year, each participant is provided with statements
reflecting the value of their account. Participant contributions are held by
Genesco Inc., which has an unfunded and unsecured obligation to the Plan.
At the exercise date, the Company issues stock that is transferred to a
brokerage firm and allocated among the participants according to the number of
options exercised by each participant.
VESTING
Participants are 100% vested in the value of their account and may withdraw from
the Plan at any time except during the period September 15 through September 30
which is the time that preparations are made for the issuance of the stock each
year.
If a participant is terminated for any reason other than retirement or death,
the participant's involvement in the Plan and any unexercised options
automatically terminate, and the participant will receive the account balance in
cash.
TERMINATION OF THE PLAN
The Company reserves the right to terminate the Plan at any time. In the event
of Plan termination, the balance of each participant's account shall be paid in
cash as soon as is reasonably practical.
PLAN ADMINISTRATOR
The Plan is to be administered by the compensation committee of the board of
directors or another designee of the board of directors.
REGULATORY MATTERS
The Plan is intended to qualify as an Employee Stock Purchase Plan within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended.
Accordingly, no income will result for federal income tax purposes when an
option is granted or exercised; however, income may result upon disposition of
the stock.
The Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 3
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OPTION PERIOD
-----------------------------------
10/01/99 10/01/98 10/01/97
TO TO TO
OPTIONS TO PURCHASE COMPANY STOCK TOTAL 09/30/00 09/30/99 09/30/98
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Estimated options granted - October 1, 1997 53,747 -0- -0- 53,747
Options exercised -0- -0- -0- -0-
Options withdrawn (1,793) -0- -0- (1,793)
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Options outstanding, January 31, 1998 51,954 -0- -0- 51,954
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Estimated options granted - October 1, 1998 143,852 -0- 143,852 -0-
Additional options granted at exercise date 71,369 -0- -0- 71,369
Options exercised (106,800) -0- -0- (106,800)
Options withdrawn (27,199) -0- (10,676) (16,523)
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Options outstanding, January 30, 1999 133,176 -0- 133,176 -0-
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Estimated options granted - October 1, 1999 59,763 59,763 -0- -0-
Additional options granted at exercise date 1,649 -0- 1,649 -0-
Options exercised (122,362) -0- (122,362) -0-
Options withdrawn (13,245) (782) (12,463) -0-
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Options outstanding, January 29, 2000 58,981 58,981 -0- -0-
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The cumulative options exercised as of January 29, 2000 are 428,258.
OPTION PERIOD
-----------------------------------
10/01/99 10/01/98 10/01/97
TO TO TO
09/30/00 09/30/99 09/30/98
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85% of fair market value of stock at date of grant $10.31 $4.41 $12.38
Date of grant 10/1/99 10/1/98 10/1/97
85% of fair market value of stock at date of exercise N/A $10.63 $4.62
Exercise date 9/30/00 9/30/99 9/30/98
At the beginning of each option period, the Company estimates the
number of options to be granted based on participant contributions
and the current stock price. At the end of the option period, the
Company grants options to each plan participant. In the event plan
contributions, withdrawals or stock price are different than
originally estimated, additional or fewer options may be granted at
the end of the option period (exercise date).
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 3, CONTINUED
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OPTION PERIOD
-----------------------------------
10/01/99 10/01/98 10/01/97
TO TO TO
NUMBER OF PARTICIPANTS TOTAL 09/30/00 09/30/99 09/30/98
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Enrollment - October 1, 1997 377 -0- -0- 377
Exercised options -0- -0- -0- -0-
Withdrawn (15) -0- -0- (15)
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Active, January 31, 1998 362 -0- -0- 362
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Enrollment - October 1, 1998 350 -0- 350 -0-
Exercised options (268) -0- -0- (268)
Withdrawn (119) -0- (25) (94)
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Active, January 30, 1999 325 -0- 325 -0-
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Enrollment - October 1, 1999 349 349 -0- -0-
Exercised options (287) -0- (287) -0-
Withdrawn (46) (8) (38) -0-
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Active, January 29, 2000 341 341 -0- -0-
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