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EXHIBIT (99)
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
February 3, 2001 and January 29, 2000
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To the Participants and Administrator
of the Genesco Employee Stock Purchase Plan
Report of Independent Accountants
In our opinion, the accompanying statements of financial condition and the
related statements of changes in plan equity present fairly, in all material
respects, the financial condition of the Genesco Employee Stock Purchase Plan
(the "Plan") at February 3, 2001 and January 29, 2000, and the changes in plan
equity for each of the three years in the period ended February 3, 2001 in
conformity with accounting principles generally accepted in the United States of
America. 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 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
April 6, 2001
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statements of Financial Condition
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FEBRUARY 3, JANUARY 29,
ASSETS 2001 2000
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Due from Genesco Inc. $219,816 $209,817
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TOTAL ASSETS $219,816 $209,817
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LIABILITIES AND PLAN EQUITY
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Payable to withdrawn participants $ 4,340 $ 1,506
Plan equity 215,476 208,311
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TOTAL LIABILITIES AND PLAN EQUITY $219,816 $209,817
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The accompanying Notes are an integral part of these Financial Statements.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statements of Changes in Plan Equity
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FOR THE YEAR ENDED
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FEBRUARY 3, JANUARY 29, JANUARY 30,
2001 2000 1999
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Employee contributions $ 622,667 $ 576,081 $ 586,814
Options exercised (562,522) (539,494) (493,630)
Distributions to withdrawn participants (52,980) (31,831) (118,157)
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Net increase (decrease) in plan equity 7,165 4,756 (24,973)
Plan equity at beginning of period 208,311 203,555 228,528
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PLAN EQUITY AT END OF PERIOD $ 215,476 $ 208,311 $ 203,555
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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
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10/01/00 10/01/99 10/01/98
TO TO TO
OPTIONS TO PURCHASE COMPANY STOCK TOTAL 09/30/01 09/30/00 09/30/99
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Estimated options granted - October 1, 1998 143,852 -0- -0- 143,852
Additional options granted at exercise date -0- -0- -0- -0-
Options exercised -0- -0- -0- -0-
Options withdrawn (10,676) -0- -0- (10,676)
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Options outstanding, January 30, 1999 133,176 -0- -0- 133,176
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Estimated options granted - October 1, 1999 59,763 -0- 59,763 -0-
Additional options granted at exercise date 1,649 -0- -0- 1,649
Options exercised (122,362) -0- -0- (122,362)
Options withdrawn (13,245) -0- (782) (12,463)
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Options outstanding, January 29, 2000 58,981 -0- 58,981 -0-
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Estimated options granted - October 1, 2000 43,141 43,141 -0- -0-
Additional options granted at exercise date 1,337 -0- 1,337 -0-
Options exercised (54,582) -0- (54,582) -0-
Options withdrawn (7,217) (1,481) (5,736) -0-
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Options outstanding, February 3, 2001 41,660 41,660 -0- -0-
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The cumulative options exercised as of February 3, 2001 are 482,840.
OPTION PERIOD
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10/01/00 10/01/99 10/01/98
TO TO TO
09/30/01 09/30/00 09/30/99
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85% of fair market value of stock at date of grant $ 14.88 $ 10.31 $ 4.41
Date of grant 10/1/00 10/1/99 10/1/98
85% of fair market value of stock at date of exercise N/A $ 14.40 $ 10.63
Exercise date 9/30/01 9/30/00 9/30/99
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
OPTION PERIOD
-----------------------------------
10/01/00 10/01/99 10/01/98
TO TO TO
NUMBER OF PARTICIPANTS TOTAL 09/30/01 09/30/00 09/30/99
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Enrollment - October 1, 1998 350 -0- -0- 350
Exercised options -0- -0- -0- -0-
Withdrawn (25) -0- -0- (25)
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Active, January 30, 1999 325 -0- -0- 325
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Enrollment - October 1, 1999 349 -0- 349 -0-
Exercised options (287) -0- -0- (287)
Withdrawn (46) -0- (8) (38)
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Active, January 29, 2000 341 -0- 341 -0-
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Enrollment - October 1, 2000 383 383 -0- -0-
Exercised options (273) -0- (273) -0-
Withdrawn (81) (13) (68) -0-
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Active, February 3, 2001 370 370 -0- -0-
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