-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MeiYUErSASbwCooQVsskqPv9PoWeIZwS1ibm+JGp18/DiiHaFfhT8bfy6x52iNLP JPPyDuajdTOleqOqRtZFPg== 0000950123-10-030948.txt : 20100331 0000950123-10-030948.hdr.sgml : 20100331 20100331170129 ACCESSION NUMBER: 0000950123-10-030948 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20100130 FILED AS OF DATE: 20100331 DATE AS OF CHANGE: 20100331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESCO INC CENTRAL INDEX KEY: 0000018498 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 620211340 STATE OF INCORPORATION: TN FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03083 FILM NUMBER: 10720114 BUSINESS ADDRESS: STREET 1: GENESCO PK 1415 MURFREESBORO RD CITY: NASHVILLE STATE: TN ZIP: 37217 BUSINESS PHONE: 6153677000 MAIL ADDRESS: STREET 1: GENESCO PK 1415 MURFREESBORO RD CITY: NASHVILLE STATE: TN ZIP: 37217 10-K 1 g22711e10vk.htm FORM 10-K e10vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
     
þ   Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended January 30, 2010
     
o   Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
     
    for the transition period from                      to                     
Commission File No. 1-3083
Genesco Inc.
(Exact name of registrant as specified in its charter)
     
Tennessee Corporation   62-0211340
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
Genesco Park, 1415 Murfreesboro Road    
Nashville, Tennessee   37217-2895
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (615) 367-7000
Securities Registered Pursuant to Section 12(b) of the Act:
     
    Name of Exchange
Title of each class   on which Registered
Common Stock, $1.00 par value   New York and Chicago
Preferred Share Purchase Rights   New York and Chicago
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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
     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 þ No o
     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. þ
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
     Indicate by check mark whether the registrant is a large accelerated filer; an accelerated filer; a non-accelerated filer; or a smaller reporting company. See definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one:)
Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o No þ
     The aggregate market value of common stock held by nonaffiliates of the registrant as of August 1, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $492,000,000. The market value calculation was determined using a per share price of $21.72, the price at which the common stock was last sold on the New York Stock Exchange on such date. For purposes of this calculation, shares held by nonaffiliates excludes only those shares beneficially owned by officers, directors, and shareholders owning 10% or more of the outstanding common stock (and, in each case, their immediate family members and affiliates).
     As of March 19, 2010, 24,033,389 shares of the registrant’s common stock were outstanding.
 
 

 


 

TABLE OF CONTENTS
             
        Page  
           
Item 1.       3  
Item 1A.       8  
Item 1B.       15  
Item 2.       15  
Item 3.       15  
Item 4.       19  
Item 4A.       19  
   
 
       
           
Item 5.       21  
Item 6.       23  
Item 7.       24  
Item 7A.       49  
Item 8.       50  
Item 9.       122  
Item 9A.       122  
Item 9B.       123  
   
 
       
           
Item 10.       123  
Item 11.       123  
Item 12.       123  
Item 13.       124  
Item 14.       124  
   
 
       
           
Item 15.       125  
 EX-10.F
 EX-10.S
 EX-10.T
 EX-21
 EX-24
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-99
Documents Incorporated by Reference
Portion of Genesco’s Annual Report to Shareholders for the fiscal year ended January 30, 2010 are incorporated into Part II by reference.
Portions of the proxy statement for the June 23, 2010 annual meeting of shareholders are incorporated into Part III by reference.

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PART I
ITEM 1, BUSINESS
 
General
 
Genesco is a leading retailer of branded footwear, of licensed and branded headwear, of licensed sports apparel and accessories and a wholesaler of branded footwear, with net sales for Fiscal 2010 of $1.57 billion. During Fiscal 2010, the Company operated five reportable business segments (not including corporate): Journeys Group, comprised of the Journeys, Journeys Kidz and Shi by Journeys retail footwear chains, catalog and e-commerce operations; Underground Station Group, comprised of the Underground Station retail footwear chain and e-commerce operations and the remaining Jarman retail footwear stores; Hat World Group, comprised of the Hat World, Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection and Lids Locker Room retail headwear stores and e-commerce operations, the Sports Fan-Attic retail licensed sports headwear, apparel and accessory stores acquired in November 2009 and the Impact Sports and Great Plains Sports team businesses acquired in November 2008 and September 2009, respectively; Johnston & Murphy Group, comprised of Johnston & Murphy retail operations, catalog and e-commerce operations and wholesale distribution; and Licensed Brands, comprised primarily of Dockers® footwear, sourced and marketed under a license from Levi Strauss & Company.
At January 30, 2010, the Company operated 2,276 retail footwear, headwear and sports apparel and accessories stores located primarily throughout the United States and in Puerto Rico, but also including 60 headwear stores in Canada. It currently plans to open a total of approximately 69 new retail stores and close 59 retail stores in Fiscal 2011. At January 30, 2010, Journeys Group operated 1,025 stores, including 150 Journeys Kidz and 56 Shi by Journeys; Underground Station Group operated 170 stores; Hat World Group operated 921 stores and Johnston & Murphy Group operated 160 retail shops and factory stores.
The following table sets forth certain additional information concerning the Company’s retail footwear and headwear stores during the five most recent fiscal years:
                                         
    Fiscal   Fiscal   Fiscal   Fiscal   Fiscal
    2006   2007   2008   2009   2010
 
                                       
Retail Footwear and Headwear Stores
                                       
Beginning of year
    1,618       1,773       2,009       2,175       2,234  
Opened during year
    193       224       229       102       61  
Acquired during year
    -0-       49       -0-       -0-       38  
Closed during year
    (38 )     (37 )     (63 )     (43 )     (57 )
 
                                       
End of year
    1,773       2,009       2,175       2,234       2,276  
 
                                       
The Company also designs, sources, markets and distributes footwear under its own Johnston & Murphy brand and under the licensed Dockers® brand to over 900 retail accounts in the United States, including a number of leading department, discount, and specialty stores.

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Shorthand references to fiscal years (e.g., “Fiscal 2010”) refer to the fiscal year ended on the Saturday nearest January 31st in the named year (e.g., January 30, 2010). All information 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. This report contains forward-looking statements. Actual results may vary materially and adversely from the expectations reflected in these statements. For a discussion of some of the factors that may lead to different results, see Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Available Information
 
The Company files reports with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports from time to time. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company is an electronic filer and the SEC maintains an Internet site at http://www.sec.gov that contains the reports, proxy and information statements, and other information filed electronically. Our website address is http://www.genesco.com. Please note that our website address is provided as an inactive textual reference only. We make available free of charge through our website annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Copies of the charters of each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as well as our Corporate Governance guidelines and Code of Ethics along with position descriptions for our Board of Directors and Board committees are also available free of charge through our website. The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report.
Segments
 
Journeys Group
The Journeys Group segment, including Journeys, Journeys Kidz and Shi by Journeys retail stores, catalog and e-commerce operations, accounted for approximately 48% of the Company’s net sales in Fiscal 2010. Operating income attributable to Journeys Group was $44.3 million in Fiscal 2010, with an operating margin of 5.9%. The Company believes that its distinctive store formats, its mix of well-known brands and new product introductions, and its experienced management team provide significant competitive advantages for Journeys Group.
At January 30, 2010, Journeys Group operated 1,025 stores, including 150 Journeys Kidz stores and 56 Shi by Journeys stores, averaging approximately 1,875 square feet, throughout the United States and in Puerto Rico, selling footwear for young men, women and children.
Journeys Group added 13 net new stores in Fiscal 2010, including nine net new Journeys Kidz stores and one new Shi by Journeys store. Comparable store sales were down 3% from the prior fiscal year. Journeys stores target customers in the 13-22 year age group through the use of youth-oriented decor and popular music videos. Journeys stores carry predominately branded merchandise across a wide range of prices. The Journeys Kidz retail footwear stores sell footwear primarily for younger children ages five to 12. Shi by Journeys retail footwear stores sell footwear and accessories to a target customer group consisting of fashion-conscious

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women in their early 20’s to mid 30’s. From a base of 853 Journeys Group stores at the end of Fiscal 2007, the Company opened 114 net new Journeys Group stores in Fiscal 2008, 45 net new stores in Fiscal 2009 and 13 net new stores in Fiscal 2010 and plans to open no net new Journeys Group stores in Fiscal 2011.
Underground Station Group
The Underground Station Group segment, including Underground Station and the remaining Jarman retail stores, accounted for approximately 6% of the Company’s net sales in Fiscal 2010. Operating loss attributable to Underground Station Group was ($4.6) million in Fiscal 2010, with an operating margin of (4.6)%.
At January 30, 2010, Underground Station Group operated 170 stores, including 161 Underground Station stores, averaging approximately 1,800 square feet, throughout the United States, selling footwear and accessories primarily for men and women in the 20-35 age group and in the urban market.
Underground Station stores are located primarily in urban markets. Comparable store sales were down 7% for Underground Station Group for Fiscal 2010. For Fiscal 2010, most of the footwear sold in Underground Station stores was branded merchandise, with the remainder made up of private label brands. The product mix at each Underground Station store is tailored in response to local customer preferences and competitive dynamics. The Company did not open any Underground Station stores in Fiscal 2010 and closed eight Underground Station stores and two Jarman stores, leaving the total number of Underground Station Group stores at 170. The Company plans to close approximately 21 Underground Station Group stores in Fiscal 2011. The Company plans to shorten the average lease life on Underground Station stores, close certain underperforming stores as the opportunity presents itself, and attempt to secure rent relief on other locations while it assesses the future prospects for the chain. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Hat World Group
The Hat World Group segment, including Hat World, Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection and Lids Locker Room retail stores, internet sales, Sports Fan-Attic retail stores, acquired in November 2009, and the Impact Sports and Great Plains Sports team dealer businesses acquired in November 2008 and September 2009, respectively, accounted for approximately 30% of the Company’s net sales in Fiscal 2010. Operating income attributable to Hat World Group was $44.0 million in Fiscal 2010, with an operating margin of 9.5%.
At January 30, 2010, Hat World Group operated 921 stores, averaging approximately 900 square feet, throughout the United States, and in Puerto Rico and Canada. Hat World Group added 36 net new stores in Fiscal 2010, including 38 acquired stores, and plans to open approximately 26 net new stores in Fiscal 2011.
Comparable store sales for Hat World Group were up 3% for Fiscal 2010. The core stores and kiosks, located in malls, airports, street level stores and factory outlet stores nationwide and in Canada, target customers in the early-teens to mid-20’s age group. In general, the stores offer headwear from an assortment of college, MLB, NBA, NFL and NHL teams, as well as other specialty fashion categories. Sports Fan-Attic stores, acquired in November 2009, located in malls primarily in the southeastern United States, target sports fans of all ages. These stores offer headwear, apparel, accessories and novelties from an assortment of college and professional teams.

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Johnston & Murphy Group
The Johnston & Murphy Group segment, including retail stores, catalog and internet sales and wholesale distribution, accounted for approximately 10% of the Company’s net sales in Fiscal 2010. Operating income attributable to Johnston & Murphy Group was $5.5 million in Fiscal 2010, with an operating margin of 3.3%. All of the Johnston & Murphy wholesale sales are of the Genesco-owned Johnston & Murphy brand and approximately 98% of the group’s retail sales are of Johnston & Murphy branded products.
Johnston & Murphy Retail Operations. At January 30, 2010, Johnston & Murphy operated 160 retail shops and factory stores throughout the United States averaging approximately 1,700 square feet and selling footwear, luggage and accessories primarily for men, targeting business and professional customers. Johnston & Murphy introduced a line of women’s footwear and accessories in select Johnston & Murphy retail shops in the fall of 2008. Johnston & Murphy retail shops are located primarily in better malls nationwide and in airports and sell a broad range of men’s dress and casual footwear and accessories. The Company also sells Johnston & Murphy products directly to consumers through a direct mail catalog and an e-commerce website. Comparable store sales for Johnston & Murphy retail operations were down 8% for Fiscal 2010. Retail prices for Johnston & Murphy footwear generally range from $110 to $250. Casual and dress casual footwear accounted for 39% of total Johnston & Murphy retail sales in Fiscal 2010, with the balance consisting of dress shoes, luggage and accessories. Johnston & Murphy Group added three net new shops and factory stores in Fiscal 2010 and plans to open approximately five net new shops and factory stores in Fiscal 2011.
Johnston & Murphy Wholesale Operations. In addition to Company-owned Johnston & Murphy retail shops and factory stores, Johnston & Murphy men’s footwear is sold at wholesale, primarily to better department and independent specialty stores. Johnston & Murphy’s wholesale customers offer the brand’s footwear for dress, dress casual, and casual occasions, with the majority of styles offered in these channels selling from $100-$165.
Licensed Brands
The Licensed Brands segment accounted for approximately 6% of the Company’s net sales in Fiscal 2010. Operating income attributable to Licensed Brands was $12.4 million in Fiscal 2010, with an operating margin of 13.3%. Substantially all of the Licensed Brands sales are of footwear marketed under the Dockers® brand, for which Genesco has had the exclusive men’s footwear license in the United States since 1991. See “Trademarks and Licenses.” Dockers footwear is marketed to men aged 30-55 through many of the same national retail chains that carry Dockers slacks and sportswear and in department and specialty stores across the country. Suggested retail prices for Dockers footwear generally range from $50 to $90.
For further information on the Company’s business segments, see Note 16 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 on independent third-party manufacturers for production of its footwear products sold at wholesale. The Company sources footwear and accessory products from foreign manufacturers in jurisdictions located in China, Italy, Mexico, Brazil, Indonesia, India, Peru, Portugal, Thailand, Vietnam, Bangladesh and the Dominican Republic. The Company’s retail operations source primarily branded products from third parties, who source primarily overseas.

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Competition
 
Competition is intense in the footwear and headwear industry. The Company’s retail footwear and headwear competitors range from small, locally owned stores to regional and national department stores, discount stores, and specialty chains. The Company also competes with hundreds of footwear wholesale 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 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, customer service, store location and atmosphere and the ability to offer distinctive products.
Trademarks and Licenses
 
The Company owns its Johnston & Murphy brand and the trade names of its retail concepts either directly or through wholly-owned subsidiaries. The Dockers® brand footwear line, introduced in Fiscal 1993, is sold under a license agreement granting the exclusive right to sell men’s footwear under the trademark in the United States, Canada and Mexico and in certain other Latin American countries. The Dockers license agreement, as amended, expires on December 31, 2012. Net sales of Dockers products were $88 million in Fiscal 2010 and $92 million in Fiscal 2009. The Company licenses certain of its footwear brands, mostly in foreign markets. License royalty income was not material in Fiscal 2010.
Wholesale Backlog
 
Most of the Company’s orders in the Company’s wholesale divisions are for delivery within 150 days. Because most of the Company’s business is at-once, the backlog at any one time is not necessarily indicative of future sales. As of February 27, 2010, the Company’s wholesale operations had a backlog of orders, including unconfirmed customer purchase orders, amounting to approximately $33.8 million, compared to approximately $28.6 million on February 28, 2009. The backlog is somewhat seasonal, reaching a peak in spring. The Company maintains in-stock programs for selected product lines with anticipated high volume sales.
Employees
 
Genesco had approximately 13,900 employees at January 30, 2010, approximately 115 of whom were employed in corporate staff departments and the balance in operations. Retail footwear and headwear stores employ a substantial number of part-time employees, and approximately 7,400 of the Company’s employees were part-time.
Properties
 
At January 30, 2010, the Company operated 2,276 retail footwear, headwear and sports apparel and accessories stores throughout the United States and in Puerto Rico and Canada. 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 operates six distribution centers (three of which are owned and three of which are leased) aggregating approximately 1,100,000 square feet. Four of the facilities are located in Tennessee, one in Indiana and one in Canada. The Company’s executive offices and the offices of its footwear operations, which are leased, are in Nashville, Tennessee where Genesco occupies approximately 78% of a 295,000 square foot building. The offices of the Company’s headwear operations, which are leased, are in a 43,000 square foot building in Indianapolis, Indiana. The offices and warehouses of the Company’s Impact Sports business, which are leased, are in two

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buildings, totaling 62,000 square feet, in Deforest, Wisconsin. The office and sporting goods store of the Company’s Great Plains Sports business, which are leased, are in a 5,000 square foot building in St. Paul, Minnesota. The office and warehouse of the Company’s Sports Fan-Attic business, which are leased, are in a 7,000 square foot building in Tampa, Florida.
The lease on the Company’s Nashville office expires in April 2017, with an option to renew for an additional five years. The lease on the Indianapolis office expires in May 2015. The Company believes that all 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 former manufacturing operations and the sites of those 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, 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 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. Several of the facilities owned 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 certain administrative and judicial environmental proceedings relating to the Company’s former facilities. See Item 3, Legal Proceedings.
ITEM 1A, RISK FACTORS
 
Our business is subject to significant risks. You should carefully consider the risks and uncertainties described below and the other information in this Form 10-K, including our consolidated financial statements and the notes to those statements. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we do not presently know about or that we currently consider immaterial may also affect our business operations and financial performance. If any of the events described below actually occur, our business, financial condition or results of operations could be adversely affected in a material way. This could cause the trading price of our stock to decline, perhaps significantly, and you may lose part or all of your investment.
Poor economic conditions affect consumer spending and may significantly harm our business, affecting our financial condition, liquidity, and results of operations.
The success of our business depends to a significant extent upon the level of consumer spending. A number of factors may affect the level of consumer spending on merchandise that we offer, including, among other things:
    general economic, industry and weather conditions;
 
    energy costs, which affect gasoline and home heating prices;
 
    the level of consumer debt;
 
    interest rates;
 
    tax rates and policies;
 
    war, terrorism and other hostilities; and

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    consumer confidence in future economic conditions.
Adverse economic conditions and any related decrease in consumer demand for discretionary items could have a material adverse effect on our business, results of operations and financial condition. The merchandise we sell generally consists of discretionary items. Reduced consumer confidence and spending may result in reduced demand for discretionary items and may force us to take inventory markdowns. Reduced demand may also require increased selling and promotional expenses.
Moreover, while the Company believes that its operating cash flows and its borrowing capacity under committed lines of credit will be more than adequate for its anticipated cash requirements, if the current economic downturn is more protracted or severe than currently anticipated, or if one or more of the Company’s revolving credit banks were to fail to honor its commitments under the Company’s credit lines, the Company could be required to modify its operations for increased cash flow or to seek alternative sources of liquidity, and such alternative sources may not be available to the Company.
Finally, deterioration in the Company’s market value, whether related to the Company’s operating performance or to further disruptions in the equity markets or deterioration in the operating performance of the business unit with which goodwill is associated, could require the Company to recognize the impairment of some or all of the $119.0 million of goodwill on its Consolidated Balance Sheets at January 30, 2010, resulting in the reduction of net assets and a corresponding non-cash charge to earnings in the amount of the impairment.
Our business involves a degree of fashion risk.
Certain of our businesses serve a fashion-conscious customer base and depend upon the ability of our buyers and merchandisers to react to fashion trends, to purchase inventory that reflects such trends, and to manage our inventories appropriately in view of the potential for sudden changes in fashion or in consumer taste. Failure to continue to execute any of these activities successfully could result in adverse consequences, including lower sales, product margins, operating income and cash flows.
Our business and results of operations are subject to a broad range of uncertainties arising out of world and domestic events.
Our business and results of operations are subject to uncertainties arising out of world and domestic events, which may impact not only consumer demand, but also our ability to obtain the products we sell, most of which are produced outside the United States. These uncertainties may include a global economy slowdown, changes in consumer spending or travel, the increase in gasoline and natural gas prices, and the economic consequences of military action or terrorist activities. Any future events arising as a result of terrorist activity or other world events may have a material impact on our business, including the demand for and our ability to source products, and consequently on our results of operations and financial condition. Demand can also be influenced by other factors beyond our control. For example, Hat World’s sales have historically been affected by developments in team sports, and could be adversely impacted by player strikes or other season interruptions, as well as by the performance and reputation of certain key teams.

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Our business is intensely competitive and increased or new competition could have a material adverse effect on us.
The retail footwear, headwear and accessories markets are intensely competitive. We currently compete against a diverse group of retailers, including other regional and national specialty stores, department and discount stores, small independents and e-commerce retailers, which sell products similar to and often identical to those we sell. Our branded businesses, selling footwear at wholesale, also face intense competition, both from other branded wholesale vendors and from private label initiatives of their retailer customers. A number of different competitive factors could have a material adverse effect on our business, results of operations and financial condition, including:
    increased operational efficiencies of competitors;
 
    competitive pricing strategies;
 
    expansion by existing competitors;
 
    entry by new competitors into markets in which we currently operate; and
 
    adoption by existing retail competitors of innovative store formats or sales methods.
We are dependent on third-party vendors for the merchandise we sell.
We do not manufacture any of the merchandise we sell. This means that our product supply is subject to the ability and willingness of third-party suppliers to deliver merchandise we order on time and in the quantities and of the quality we need. In addition, a material portion of our retail footwear sales consists of products marketed under brands, belonging to unaffiliated vendors, which have fashion significance to our customers. Our core retail hat business is dependent upon products bearing sports and other logos, each generally controlled by a single licensee/vendor. If those vendors were to decide not to sell to us or to limit the availability of their products to us, or if they are unable because of economic conditions or any other reason to supply us with products, we could be unable to offer our customers the products they wish to buy and could lose their business to competitors.
An increase in the cost or a disruption in the flow of our imported products may significantly decrease our sales and profits.
Merchandise originally manufactured and imported from overseas makes up a large proportion of our total inventory. A disruption in the shipping of our imported merchandise or an increase in the cost of those products may significantly decrease our sales and profits. In addition, if imported merchandise becomes more expensive or unavailable, the transition to alternative sources may not occur in time to meet demand. Products from alternative sources may also be of lesser quality or more expensive than those we currently import. Risks associated with our reliance on imported products include:
    disruptions in the shipping and importation of imported products because of factors such as:
    raw material shortages, work stoppages, strikes and political unrest;
 
    problems with oceanic shipping, including shipping container shortages;
 
    increased customs inspections of import shipments or other factors causing delays in shipments;

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    economic crises, international disputes and wars; and
    increases in the cost of purchasing or shipping foreign merchandise resulting from:
    denial by the United States of “most favored nation” trading status to or the imposition of quotas or other restrictions on import from a foreign country from which we purchase goods;
 
    import duties, import quotas and other trade sanctions; and
 
    increases in shipping rates.
A significant amount of the inventory we sell is imported from the People’s Republic of China, which has in recent years been subject to efforts to increase duty rates or to impose restrictions on imports of certain products.
A small portion of the products we buy abroad are priced in foreign currencies and, therefore, we are affected by fluctuating currency exchange rates. In the past, we have entered into foreign currency exchange contracts with major financial institutions to hedge these fluctuations. We might not be able to effectively protect ourselves in the future against currency rate fluctuations, and our financial performance could suffer as a result. Even dollar-denominated foreign purchases may be affected by currency fluctuations, as suppliers seek to reflect appreciation in the local currency against the dollar in the price of the products that they provide. You should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information about our foreign currency exchange rate exposure and hedging activities.
The operation of the Company’s business is heavily dependent on its information systems.
We depend on a variety of information technology systems for the efficient functioning of our business and security of information. We rely on certain software vendors to maintain and periodically upgrade many of these systems so that they can continue to support our business. The software programs supporting many of our systems were licensed to the Company by independent software developers. The inability of these developers or the Company to continue to maintain and upgrade these information systems and software programs could disrupt or reduce the efficiency of our operations. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations or leave the Company vulnerable to security breaches. We also rely heavily on our information technology staff. If we cannot meet our staffing needs in this area, we may not be able to fulfill our technology initiatives or to provide maintenance on existing systems.
The loss of, or disruption in, one of our distribution centers and other factors affecting the distribution of merchandise, could have a material adverse effect on our business and operations.
Each of our operations depends on a single distribution facility. Most of the operation’s inventory is shipped directly from suppliers to its distribution center, where the inventory is then processed, sorted and shipped to our stores or to our wholesale customers. We depend on the orderly operation of this receiving and distribution process, which depends, in turn, on adherence to shipping schedules and effective management of the distribution centers.

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Although we believe that our receiving and distribution process is efficient and well positioned to support our current business and our expansion plans, we cannot assure you that we have anticipated all of the changing demands which our expanding operations will impose on our receiving and distribution system, or that events beyond our control, such as disruptions in operations due to fire or other catastrophic events, labor disagreements or shipping problems (whether in our own or in our third party vendors’ or carriers’ businesses), will not result in delays in the delivery of merchandise to our stores or to our wholesale customers. We also make changes in our distribution processes from time to time in an effort to improve efficiency, maximize capacity, etc. We cannot assure that these changes will not result in unanticipated delays or interruptions in distribution. We depend upon UPS for shipment of a significant amount of merchandise. An interruption in service by UPS for any reason could cause temporary disruptions in our business, a loss of sales and profits, and other material adverse effects.
Our freight cost is impacted by changes in fuel prices through surcharges. Fuel prices and surcharges affect freight cost both on inbound freight from vendors to our distribution centers and outbound freight from our distribution centers to our stores and wholesale customers. Increases in fuel prices and surcharges and other factors may increase freight costs and thereby increase our cost of goods sold.
We face a number of risks in opening new stores.
As part of our long-term growth strategy, we expect to open new stores, both in regional malls, where most of our operational experience lies, and in other venues with which we are less familiar, including lifestyle centers, major city street locations, and tourist destinations. However, because of economic conditions and the availability of appropriate locations, we slowed our pace of new store openings over the past two fiscal years, and intend to continue to be selective with respect to new locations, and to open fewer stores than in recent years in Fiscal 2011. We increased our net store base by 166 in Fiscal 2008, 59 in Fiscal 2009 and 42 in Fiscal 2010; and currently plan to increase our net store base by approximately 10 stores in Fiscal 2011. We cannot assure you when we will resume a more aggressive store-opening pace or that, when we do, we will be able to continue our history of operating new stores profitably. Further, we cannot assure you that any new store will achieve similar operating results to those of our existing stores or that new stores opened in markets in which we operate will not have a material adverse effect on the revenues and profitability of our existing stores. The success of our planned expansion will be dependent upon numerous factors, many of which are beyond our control, including the following:
    our ability to identify suitable markets and individual store sites within those markets;
 
    the competition for suitable store sites;
 
    our ability to negotiate favorable lease terms for new stores and renewals (including rent and other costs) with landlords;
 
    our ability to obtain governmental and other third-party consents, permits and licenses needed to construct and operate our stores;
 
    the ability to build and remodel stores on schedule and at acceptable cost;
 
    the availability of employees to staff new stores and our ability to hire, train, motivate and retain store personnel;
 
    the availability of adequate management and financial resources to manage an increased number of stores;

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    our ability to adapt our distribution and other operational and management systems to an expanded network of stores; and
 
    our ability to attract customers and generate sales sufficient to operate new stores profitably.
Additionally, the results we expect to achieve during each fiscal quarter are dependent upon opening new stores on schedule. If we fall behind, we will lose expected sales and earnings between the planned opening date and the actual opening and may further complicate the logistics of opening stores, possibly resulting in additional delays.
From time to time, we invest in short-term cash equivalent instruments at commercial banking institutions in excess of federally insured limits.
We invest excess cash in immediately available interest bearing cash equivalent instruments. If a commercial bank in which we have our funds deposited should become insolvent or be taken over by the FDIC, we could have significant unrecoverable cash deposits. A loss in cash deposits would have an adverse impact on our financial statements.
Our results of operations are subject to seasonal and quarterly fluctuations, which could have a material adverse effect on the market price of our stock.
Our business is highly seasonal, with a significant portion of our net sales and operating income generated during the fourth quarter, which includes the holiday shopping season. Because a significant percentage of our net sales and operating income is generated in the fourth quarter, we have limited ability to compensate for shortfalls in fourth quarter sales or earnings by changes in our operations or strategies in other quarters. A significant shortfall in results for the fourth quarter of any year could have a material adverse effect on our annual results of operations and on the market price of our stock. Our quarterly results of operations also may fluctuate significantly based on such factors as:
    the timing of new store openings and renewals;
 
    the amount of net sales contributed by new and existing stores;
 
    the timing of certain holidays and sales events;
 
    changes in our merchandise mix;
 
    general economic, industry and weather conditions that affect consumer spending; and
 
    actions of competitors, including promotional activity.
A failure to increase sales at our existing stores may adversely affect our stock price and impact our results of operations.
A number of factors have historically affected, and will continue to affect, our comparable store sales results, including:
    consumer trends, such as less disposable income due to the impact of economic conditions;
 
    competition;
 
    timing of holidays including sales tax holidays;
 
    general regional and national economic conditions;

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    inclement weather;
 
    changes in our merchandise mix;
 
    our ability to distribute merchandise efficiently to our stores;
 
    timing and type of sales events, promotional activities or other advertising;
 
    new merchandise introductions; and
 
    our ability to execute our business strategy effectively.
Our comparable store sales results have fluctuated in the past, and we believe such fluctuations may continue. The unpredictability of our comparable store sales may cause our revenue and results of operations to vary from quarter to quarter, and an unanticipated change in revenues or operating income may cause our stock price to fluctuate significantly.
We are subject to regulatory proceedings and litigation that could have an adverse effect on our financial condition and results of operations.
We are party to certain lawsuits, governmental investigations, and regulatory proceedings, including the suits and proceedings arising out of alleged environmental contamination relating to historical operations of the Company and various suits involving current operations as disclosed in Note 15 to the Consolidated Financial Statements. If these or similar matters are resolved against us, our results of operations or our financial condition could be adversely affected. The costs of defending such lawsuits and responding to such investigations and regulatory proceedings may be substantial and their potential to distract management from day-to-day business is significant. Moreover, with retail operations in 50 states, Puerto Rico, the U.S. Virgin Islands and Canada, we are subject to federal, state, provincial, territorial and local regulations which impose costs and risks on our business. Changes in regulations could make compliance more difficult and costly, and inadvertent violations could result in liability for damages or penalties.
If we lose key members of management or are unable to attract and retain the talent required for our business, our operating results could suffer.
Our performance depends largely on the efforts and abilities of members of our management team. Our executives have substantial experience and expertise in our business and have made significant contributions to our growth and success. The unexpected future loss of services of one or more key members of our management team could have an adverse effect on our business. In addition, future performance will depend upon our ability to attract, retain and motivate qualified employees, including store personnel and field management. If we are unable to do so, our ability to meet our operating goals may be compromised. Finally, our stores are decentralized, are managed through a network of geographically dispersed management personnel and historically experience a high degree of turnover. If we are for any reason unable to maintain appropriate controls on store operations, including the ability to control losses resulting from inventory and cash shrinkage, our sales and operating margins may be adversely affected. We cannot assure you that we will be able to attract and retain the personnel we need in the future.

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Any acquisitions we make or new businesses we launch involve a degree of risk.
We have in the past, and may in the future, engage in acquisitions or launch new businesses to grow our revenues and meet our other strategic objectives. If any future acquisitions are not successfully integrated with our business, our ongoing operations could be adversely affected. Additionally, acquisitions or new businesses may not achieve desired profitability objectives or result in any anticipated successful expansion of the businesses or concepts. Although we review and analyze assets or companies we acquire, such reviews are subject to uncertainties and may not reveal all potential risks. Additionally, although we attempt to obtain protective contractual provisions, such as representations, warranties and indemnities, in connection with acquisitions, we cannot assure you that we can obtain such provisions in our acquisitions or that they will fully protect us from unforeseen costs of the acquisitions. We may also incur significant costs in connection with pursuing possible acquisitions even if the acquisition is not ultimately consummated.
ITEM 1B, UNRESOLVED STAFF COMMENTS
 
None.
ITEM 2, PROPERTIES
 
See Item 1, Business — Properties.
ITEM 3, LEGAL PROCEEDINGS
 
Environmental Matters
New York State Environmental Matters
In August 1997, the New York State Department of Environmental Conservation (“NYSDEC”) 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 remedial measure (“IRM”) with regard to the site of a knitting mill operated by a former subsidiary of the Company from 1965 to 1969. The Company undertook the IRM and RIFS voluntarily, without admitting liability or accepting responsibility for any future remediation of the site. The Company has completed the IRM and the RIFS. In the course of preparing the RIFS, the Company identified remedial alternatives with estimated undiscounted costs ranging from $-0- to $24.0 million, excluding amounts previously expended or provided for by the Company. The United States Environmental Protection Agency (“EPA”), which has assumed primary regulatory responsibility for the site from NYSDEC, issued a Record of Decision in September 2007. The Record of Decision requires a remedy of a combination of groundwater extraction and treatment and in-site chemical oxidation at an estimated present worth cost of approximately $10.7 million.
In July 2009, the Company agreed to a Consent Order with the EPA requiring the Company to perform certain remediation actions, operations, maintenance and monitoring at the site. In September 2009, a Consent Judgment embodying the Consent Order was filed in the U.S. District Court for the Eastern District of New York.
The Village of Garden City, New York, has asserted that the Company is liable for the costs associated with enhanced treatment required by the impact of the groundwater plume from the site on two public water supply wells, including historical costs ranging from approximately $1.8 million to in excess of $2.5 million, and future operation and maintenance costs which the

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Village estimates at $126,400 annually while the enhanced treatment continues. On December 14, 2007, the Village filed a complaint against the Company and the owner of the property under the Resource Conservation and Recovery Act (“RCRA”), the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as well as a number of state law theories in the U.S. District Court for the Eastern District of New York, seeking an injunction requiring the defendants to remediate contamination from the site and to establish their liability for future costs that may be incurred in connection with it, which the complaint alleges could exceed $41 million over a 70-year period. The Company has not verified the estimates of either historic or future costs asserted by the Village, but believes that an estimate of future costs based on a 70-year remediation period is unreasonable given the expected remedial period reflected in the EPA’s Record of Decision. On May 23, 2008, the Company filed a motion to dismiss the Village’s complaint on grounds including applicable statutes of limitation and preemption of certain claims by the NYSDEC’s and the EPA’s diligent prosecution of remediation. On January 27, 2009, the Court granted the motion to dismiss all counts of the plaintiff’s complaint except for the CERCLA claim and a state law claim for indemnity for costs incurred after November 27, 2000. On September 23, 2009, on a motion for reconsideration by the Village, the Court reinstated the claims for injunctive relief under RCRA and for equitable relief under certain of the state law theories.
In December 2005, the EPA notified the Company that it considers the Company a potentially responsible party (“PRP”) with respect to contamination at two Superfund sites in upstate New York. The sites were used as landfills for process wastes generated by a glue manufacturer, which acquired tannery wastes from several tanners, allegedly including the Company’s Whitehall tannery, for use as raw materials in the gluemaking process. The Company has no records indicating that it ever provided raw materials to the gluemaking operation and has not been able to establish whether the EPA’s substantive allegations are accurate. The Company, together with other tannery PRPs, has entered into cost sharing agreements and Consent Decrees with the EPA with respect to both sites. Based upon the current estimates of the cost of remediation, the Company’s share is expected to be less than $250,000 in total for the two sites. While there is no assurance that the Company’s share of the actual cost of remediation will not exceed the estimate, the Company does not presently expect that its aggregate exposure with respect to these two landfill sites will have a material adverse effect on its financial condition or results of operations.
Whitehall Environmental Matters
The Company has performed sampling and analysis of soil, sediments, surface water, groundwater and waste management areas at the Company’s former Volunteer Leather Company facility in Whitehall, Michigan.
The Company has submitted to the Michigan Department of Environmental Quality (“MDEQ”) and provided for certain costs associated with a remedial action plan (the “Plan”) designed to bring the property into compliance with regulatory standards for non-industrial uses and has subsequently engaged in negotiations regarding the scope of the Plan. The Company estimates that the costs of resolving environmental contingencies related to the Whitehall property range from $3.9 million to $4.4 million, and considers the cost of implementing the Plan, as it is modified in the course of negotiations with the MDEQ, to be the most likely cost within that range. Until the Plan is finally approved by the MDEQ, management cannot provide assurances that no further remediation will be required or that its estimate of the range of possible costs or of the most likely cost of remediation will prove accurate.

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Accrual for Environmental Contingencies
Related to all outstanding environmental contingencies, the Company had accrued $15.9 million as of January 30, 2010, $16.0 million as of January 31, 2009 and $7.8 million as of February 2, 2008. All such provisions reflect the Company’s estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made. There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions. Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Consolidated Balance Sheets. The Company has made pretax accruals for certain of these contingencies, including approximately $0.8 million reflected in Fiscal 2010, $9.4 million in Fiscal 2009 and $2.9 million in Fiscal 2008. These charges are included in provision for discontinued operations, net in the Consolidated Statements of Operations.
Merger-Related Litigation
Genesco Inc. v. The Finish Line, et al.
UBS Securities LLC and UBS Loan Finance LLC v. Genesco Inc., et al.
On June 18, 2007, the Company announced that the boards of directors of Genesco and The Finish Line had unanimously approved a definitive merger agreement under which The Finish Line would acquire all of the outstanding common shares of Genesco at $54.50 per share in cash. On September 21, 2007, the Company filed suit against The Finish Line in Chancery Court in Nashville, Tennessee seeking a court order requiring The Finish Line to consummate the merger with the Company (the “Tennessee Action”). UBS Securities LLC and UBS Loan Finance LLC (collectively, “UBS”) subsequently intervened as a defendant in the Tennessee Action, filed an answer to the amended complaint and a counterclaim asserting fraud against the Company.
On November 15, 2007, UBS filed a separate lawsuit in the United States District Court for the Southern District of New York (the “New York Action”), naming the Company and The Finish Line as defendants. In the New York Action, UBS sought a declaration that its commitment to provide The Finish Line with financing for the merger transaction was void and/or could be terminated by UBS because The Finish Line would not be able to provide, prior to the expiration of the financing commitment on April 30, 2008, a valid solvency certificate attesting to the solvency of the combined entities resulting from the merger, which certificate was a condition precedent to the closing of the financing. The Company was named in the New York Action as an interested party.
Trial of the Tennessee Action began on December 10, 2007 and concluded on December 18, 2007. On December 27, 2007, the Chancery Court ordered The Finish Line to specifically perform the terms of the Merger Agreement. In its order, the Court rejected UBS’s and The Finish Line’s claims of fraud and misrepresentation and declared that all conditions to the Merger Agreement had been met. The Court also declared that The Finish Line had breached the Merger Agreement by not closing the merger. The Court ordered The Finish Line to close the merger pursuant to section 1.2 of the Merger Agreement, to use its reasonable best efforts to take all actions to consummate the merger as required by section 6.4(d) of the Merger Agreement, and to use its reasonable best efforts to obtain financing as per section 6.8(a) of the Merger Agreement. The Court excluded from its order any ruling on the issue of the solvency of the combined company, finding that the issue of solvency was reserved for determination by the New York Court in the New York Action filed by UBS.

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On March 3, 2008, the Company, The Finish Line, and UBS entered into a definitive agreement for the termination of the merger agreement with The Finish Line and the settlement of all related litigation among The Finish Line and the Company and UBS, including the Tennessee Action and the New York Action. In the settlement agreement, the parties agreed that: (1) the merger agreement between the Company and The Finish Line would be terminated; (2) the financing commitment from UBS to The Finish Line would be terminated; (3) UBS and The Finish Line would pay to the Company an aggregate of $175 million in cash; (4) The Finish Line would transfer to the Company a number of Class A shares of The Finish Line common stock equal to 12.0% of the total post-issuance outstanding shares of The Finish Line common stock which the Company would use its best efforts to distribute to its common shareholders as soon as practicable after the shares’ registration and listing on NASDAQ; (5) the Company and The Finish Line would be subject to a mutual standstill agreement; and (6) the parties would execute customary mutual releases. Stipulations of Dismissal were filed by all parties to both the New York Action and the Tennessee Action, and both Actions were dismissed. The Company distributed the shares of The Finish Line common stock received in the settlement to the Company’s shareholders during the second quarter of Fiscal 2009.
California Matters
On June 16, 2008, there was filed in the Superior Court of the State of California, County of Shasta, a putative class action styled Jacobs v. Genesco Inc. et al., alleging violations of the California Labor Code involving payment of wages, failure to provide mandatory meal and rest breaks, and unfair competition, and seeking back pay, penalties and declaratory and injunctive relief. The Company removed the case to the Federal District Court for the Eastern District of California. On September 3, 2008, the court dismissed certain of the plaintiff’s claims, including claims for conversion and punitive damages. On May 5, 2009, the Company and the plaintiff’s counsel reached an agreement in principle to settle the lawsuit on a claims made basis. On January 21, 2010, the court granted preliminary approval of the settlement. The minimum payment by the Company pursuant to the agreement, which remains subject to final court approval, is $398,000; the maximum is $703,000.
Patent Action
The Company is named as a defendant in Paul Ware and Financial Systems Innovation, L.L.C. v. Abercrombie & Fitch Stores, Inc., et al., filed on June 19, 2007, in the United States District Court for the Northern District of Georgia, against more than 100 retailers. The suit alleges that the defendants have infringed U.S. Patent No. 4,707,592 by using a feature of their retail point of sale registers to generate transaction numbers for credit card purchases. The complaint seeks treble damages in an unspecified amount and attorneys’ fees. The Company has filed an answer denying the substantive allegations in the complaint and asserting certain affirmative defenses. On December 14, 2007, the Company filed a third-party complaint against Datavantage Corporation and MICROS Systems, Inc., its vendor for the technology at issue in the case, seeking indemnification and defense against the infringement allegations in the complaint. On December 27, 2007, the court stayed proceedings in the litigation pending the outcome of a reexamination of the patent by the U. S. Patent and Trademark Office. On September 15, 2008, the patent examiner issued a first Office Action rejecting all of the claims in the patent as being unpatentable over the prior art. On January 21, 2009, the examiner issued a final office action again rejecting all of the claims in the patent. In April 2009, the examiner issued a Notice of Intent to Issue an Ex Parte Reexamination Certificate for the patent. The litigation is in discovery.

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Other Matters
In addition to the matters specifically described in this footnote, the Company is a party to other legal and regulatory proceedings and claims arising in the ordinary course of its business. While management does not believe that the Company’s liability with respect to any of these other matters is likely to have a material effect on its financial position or results of operations, legal proceedings are subject to inherent uncertainties and unfavorable rulings could have a material adverse impact on our business and results of operations.
ITEM 4, [REMOVED AND RESERVED]
 
ITEM 4A, EXECUTIVE OFFICERS
 
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 qualified. 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:
Hal N. Pennington, 72, Chairman. Mr. Pennington has served in various roles during his 48 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 1999, president as of November 2000, chief executive officer as of April 2002 and chairman as of October 2004. Mr. Pennington will retire from the board of directors in June 2010. He will remain employed by the Company as a consultant to the chief executive officer and board of directors through March 31, 2011.
Robert J. Dennis, 56, President and Chief Executive Officer. Mr. Dennis joined the Company in 2004 as chief executive officer of the Company’s acquired Hat World business. Mr. Dennis was named senior vice president of the Company in June 2004 and executive vice president and chief operating officer, with oversight responsibility for all the Company’s operating divisions, in October 2005. Mr. Dennis was named president of the Company in October 2006 and chief executive officer in August 2008. Mr. Dennis was named chairman in February 2010, which becomes effective April 1, 2010. Mr. Dennis joined Hat World in 2001 from Asbury Automotive, where he was employed in senior management roles beginning in 1998. Mr. Dennis was with McKinsey and Company, an international consulting firm, from 1984 to 1997, and became a partner in 1990.
James S. Gulmi, 64, Senior Vice President — Finance, Chief Financial Officer and Treasurer. Mr. Gulmi joined the Company 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. Mr. Gulmi was appointed senior vice president — finance in January 1996 and renamed Treasurer in August 2008.

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Jonathan D. Caplan, 56, Senior Vice President. Mr. Caplan rejoined the Company in 2002 as chief executive officer of the branded group and president of Johnston & Murphy and was named senior vice president of the Company in November 2003. Mr. Caplan first joined the Company in June 1982 and served as president of Genesco’s Laredo-Code West division from December 1985 to May 1992. After that time, Mr. Caplan was president of Stride Rite’s Children’s Group and then its Ked’s Footwear division, from 1992 to 1996. He was vice president, New Business Development and Strategy, for Service Merchandise Corporation from 1997 to 1998. Prior to rejoining Genesco in October 2002, Mr. Caplan served as president and chief executive officer of Hi-Tec Sports North America beginning in 1998.
James C. Estepa, 58, 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. He was named president and chief executive officer of the Genesco Retail Group in 2001, assuming additional responsibilities of overseeing Underground Station.
Kenneth J. Kocher, 44, Senior Vice President. Mr. Kocher joined Hat World in 1997 as chief financial officer and was named president in October 2005. He was named senior vice president of the Company in October 2006 in addition to continuing his role as president of Hat World. Prior to joining Hat World, he served as a controller with several companies and was a certified public accountant with Edie Bailley, a public accounting firm.
Roger G. Sisson, 46, Senior Vice President, Secretary and General Counsel. Mr. Sisson joined the Company in 1994 as assistant general counsel and was elected secretary in February 1994. He was named general counsel in January 1996. Mr. Sisson was named vice president in November 2003. He was named senior vice president in October 2006.
Mimi Eckel Vaughn, 43, Senior Vice President of Strategy and Shared Services. Ms. Vaughn joined the Company in September 2003 as vice president of strategy and business development. She was named senior vice president, strategy and business development in October 2006 and senior vice president of strategy and shared services in August 2009. Prior to joining the Company, Ms. Vaughn was executive vice president of business development and marketing, and acting chief financial officer from 2000 to 2001 for Link2Gov Corporation in Nashville. From 1993 to 1999, she was a consultant at McKinsey and Company in Atlanta.
Paul D. Williams, 55, Vice President and 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. He was named vice president in October 2006.

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PART II
ITEM 5, MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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 31              
            High     Low  
  2009    
1st Quarter
  $ 33.50     $ 18.76  
     
2nd Quarter
  31.91     20.33  
     
3rd Quarter
  38.74     18.99  
     
4th Quarter
  25.08     10.37  
                         
Fiscal Year ended January 30              
            High     Low  
  2010    
1st Quarter
  $ 23.36     $ 11.31  
     
2nd Quarter
  26.51     17.51  
     
3rd Quarter
  29.69     19.73  
     
4th Quarter
  29.71     23.11  
There were approximately 3,400 common shareholders of record on March 19, 2010.
The Company has not paid cash dividends in respect of its common stock since 1973. The Company’s ability to pay cash dividends in respect of its common stock is subject to various restrictions. See Notes 8 and 10 to the Consolidated Financial Statements included in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Capital Needs” for information regarding restrictions on dividends and redemptions of capital stock.

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The following table provides information relating to the Company’s repurchase of common stock for the fourth quarter of Fiscal 2010.
ISSUER PURCHASES OF EQUITY SECURITIES
                                 
                            (d) Maximum
                    (c) Total   Number (or
                    Number of   Approximate
                    Shares (or   Dollar Value) of
                    Units)   shares (or units)
    (a) Total of           Purchased as   that May Yet Be
    Number of   (b) Average   Part of Publicly   Purchased
    Shares (or   Price Paid   Announced   Under the Plans
    Units)   per Share (or   Plans or   or Programs
Period   Purchased   Unit)   Programs   (in thousands)
 
November 2009
                               
11-1-09 to 11-28-09(1)
    121     $ 27.17       -0-     $ -0-  
December 2009
                               
11-29-09 to 12-26-09(1)
    225     $ 26.30       -0-     $ -0-  
January 2010
                               
12-27-09 to 1-30-10(2)
    85,000     $ 23.84       85,000     $ 7,071  
 
(1)   These shares represent shares withheld from vested restricted stock to satisfy the minimum withholding requirement for federal taxes.
 
(2)   In March 2008, the Company’s Board of Directors authorized (and the Company announced) up to $100.0 million in stock repurchases primarily funded with after-tax cash proceeds from the settlement of merger-related litigation (see Notes 3 and 15). As of January 30, 2010, the Company had repurchased 4.085 million shares at a cost of $92.9 million. In February 2010, the board increased the total repurchase authorization to $35.0 million.
Stock Performance Graph
Refer to the Company’s 2010 Annual Report to Shareholders which is incorporated herein by reference solely as it relates to this item.

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ITEM 6, SELECTED FINANCIAL DATA
 
Fiscal Years 2006 through 2009 have been restated to reflect adjustments that are further discussed in Notes 1 and 2 to the Consolidated Financial Statements included in Item 8.
                                         
Financial Summary                              
In Thousands except per common share data,                           Fiscal Year End
financial statistics and other data   2010     2009     2008     2007     2006  
 
Results of Operations Data
                                       
Net sales
  $ 1,574,352     $ 1,551,562     $ 1,502,119     $ 1,460,478     $ 1,283,876  
Depreciation
    47,033       46,757       45,114       40,306       34,622  
Earnings from operations
    60,422       259,626       41,821       117,849       109,835  
Earnings from continuing operations before income taxes
    50,488       250,714       29,920       108,535       100,101  
Earnings from continuing operations
    29,086       156,219       6,774       66,713       61,190  
(Provision for) earnings from discontinued operations, net
    (273 )     (5,463 )     (1,603 )     (601 )     60  
 
Net earnings
  $ 28,813     $ 150,756     $ 5,171     $ 66,112     $ 61,250  
 
Per Common Share Data
                                       
Earnings from continuing operations
                                       
Basic
  $ 1.35     $ 8.11     $ .29     $ 2.93     $ 2.67  
Diluted
    1.31       6.72       .29       2.61       2.38  
Discontinued operations
                                       
Basic
    (.02 )     (.28 )     (.07 )     (.02 )     .00  
Diluted
    (.01 )     (.23 )     (.07 )     (.02 )     .00  
Net earnings
                                       
Basic
    1.33       7.83       .22       2.91       2.67  
Diluted
    1.30       6.49       .22       2.59       2.38  
 
Balance Sheet Data
                                       
Total assets
  $ 863,652     $ 816,063     $ 801,685     $ 729,048     $ 685,697  
Long-term debt
    -0-       113,735       147,271       98,390       92,711  
Non-redeemable preferred stock
    5,220       5,203       5,338       6,602       6,695  
Common shareholders’ equity
    577,093       444,552       420,778       405,040       350,005  
Capital expenditures
    33,825       49,420       80,662       73,287       56,946  
 
Financial Statistics
                                       
Earnings from operations as a percent of net sales
    3.8 %     16.7 %     2.8 %     8.1 %     8.6 %
Book value per share (common shareholders’ equity divided by common shares outstanding)
  $ 23.97     $ 23.10     $ 18.46     $ 17.81     $ 15.05  
Working capital (in thousands)
  $ 280,415     $ 259,137     $ 238,093     $ 200,330     $ 184,986  
Current ratio
    2.7       2.9       2.6       2.5       2.2  
Percent long-term debt to total capitalization
    0.0 %     20.2 %     25.7 %     19.3 %     20.6 %
 
Other Data (End of Year)
                                       
Number of retail outlets*
    2,276       2,234       2,175       2,009       1,773  
Number of employees
    13,925       13,775       13,950       12,750       11,100  
 
 
*   Includes 37 Sports Fan-Attic stores in Fiscal 2010 acquired November 3, 2009 and 49 Hat Shack stores in Fiscal 2007 acquired January 11, 2007. See Note 4 to the Consolidated Financial Statements.
Reflected in earnings from continuing operations for Fiscal 2009 was a $204.1 million gain on the settlement of merger-related litigation.
Reflected in earnings from continuing operations for Fiscal 2009 and 2008 were $8.0 million and $27.6 million, respectively, in merger-related costs and litigation expenses. These expenses were deductible for tax purposes in Fiscal 2009. See Notes 3 and 15 to the Consolidated Financial Statements for additional information regarding these charges.
Reflected in earnings from continuing operations for Fiscal 2010, 2009, 2008, 2007 and 2006 were restructuring and other charges of $13.4 million, $7.5 million, $9.7 million, $1.1 million and $2.3 million, respectively. See Note 5 to the Consolidated Financial Statements for additional information regarding these charges.
Long-term debt includes current obligations. During Fiscal 2010, the Company entered into separate exchange agreements whereby it acquired and retired all $86.2 million in aggregate principal amount of its Debentures due June 15, 2023 in exchange for the issuance of 4,552,824 shares of its common stock. As a result of the exchange agreements and conversions, the Company recognized a loss on the early retirement of debt of $5.5 million reflected in earnings from continuing operations. In December 2006, the Company entered into an amended and restated credit agreement in the aggregate principal amount of $200.0 million. See Note 8 to the Consolidated Financial Statements for additional information regarding the Company’s debt.
The Company has not paid dividends on its Common Stock since 1973. See Notes 8 and 10 to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Capital Needs” for a description of limitations on the Company’s ability to pay dividends.

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ITEM 7, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This discussion and the notes to the Consolidated Financial Statements, as well as Item 1, Business, include certain forward-looking statements, which include statements regarding our intent, belief or expectations and all statements other than those made solely with respect to historical fact. Actual results could differ materially from those reflected by the forward-looking statements in this discussion and a number of factors may adversely affect the forward looking statements and the Company’s future results, liquidity, capital resources or prospects. These include continuing weakness in the consumer economy, inability of customers to obtain credit, fashion trends that affect the sales or product margins of the Company’s retail product offerings, changes in buying patterns by significant wholesale customers, bankruptcies or deterioration in financial condition of significant wholesale customers, disruptions in product supply or distribution, unfavorable trends in fuel costs, foreign exchange rates, foreign labor and materials costs, and other factors affecting the cost of products, competition in the Company’s markets and changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons. Additional factors that could affect the Company’s prospects and cause differences from expectations include the ability to build, open, staff and support additional retail stores, to renew leases in existing stores and to conduct required remodeling or refurbishment on schedule and at expected expense levels, deterioration in the performance of individual businesses or of the Company’s market value relative to its book value, resulting in impairments of fixed assets or intangible assets or other adverse financial consequences, unexpected changes to the market for our shares, variations from expected pension-related charges caused by conditions in the financial markets, and the outcome of litigation and environmental matters involving the Company. For a discussion of additional risk factors, See Item 1A, Risk Factors.
Overview
Description of Business
The Company is a leading retailer of branded footwear, of licensed and branded headwear and of licensed sports apparel and accessories, operating 2,276 retail footwear, headwear and sports apparel and accessory stores throughout the United States and, in Puerto Rico and Canada as of January 30, 2010. The Company also designs, sources, markets and distributes footwear under its own Johnston & Murphy brand and under the licensed Dockers® brand to more than 900 retail accounts in the United States, including a number of leading department, discount, and specialty stores.
The Company operates five reportable business segments (not including corporate): Journeys Group, comprised of the Journeys, Journeys Kidz and Shi by Journeys retail footwear chains, catalog and e-commerce operations; Underground Station Group, comprised of the Underground Station retail footwear chain and e-commerce operations and the Company’s remaining Jarman retail footwear stores; Hat World Group, comprised primarily of the Hat World, Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection and Lids Locker Room retail headwear stores and e-commerce operations, the Sports Fan-Attic retail licensed sports headwear, apparel and accessory stores acquired in November 2009, and the Impact Sports and Great Plains Sports team dealer businesses acquired in November 2008 and September 2009, respectively; Johnston & Murphy Group, comprised of Johnston & Murphy retail operations, catalog and e-commerce operations and wholesale distribution; and Licensed Brands, comprised primarily of Dockers® Footwear,

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sourced and marketed under a license from Levi Strauss & Company.
The Journeys retail footwear stores sell footwear and accessories primarily for 13 to 22 year old men and women. The stores average approximately 1,950 square feet. The Journeys Kidz retail footwear stores sell footwear primarily for younger children, ages five to 12. These stores average approximately 1,425 square feet. Shi by Journeys retail footwear stores sell footwear and accessories to fashion-conscious women in their early 20’s to mid 30’s. These stores average approximately 2,150 square feet.
The Underground Station retail footwear stores sell footwear and accessories primarily for men and women in the 20 to 35 age group and in the urban market. The Underground Station Group stores average approximately 1,800 square feet. The Company plans to shorten the average lease life of the Underground Station stores, close certain underperforming stores as the opportunity presents itself, and attempt to secure rent relief on other locations while it assesses the future prospects for the chain.
The Hat World Group includes stores and kiosks that sell licensed and branded headwear to men and women primarily in the early-teens to mid-20’s age group and Sports Fan-Attic stores that sell licensed sports headwear, apparel and accessories to sports fans of all ages. The Hat World store locations average approximately 800 square feet and are primarily in malls, airports, street level stores and factory outlet centers throughout the United States, and in Puerto Rico and Canada. Sports Fan-Attic locations average approximately 3,075 square feet and are in malls primarily in the southeastern United States. In November 2008, the Company acquired Impact Sports, a team dealer business, as part of the Hat World Group. In September 2009, the Company acquired Great Plains Sports, also a team dealer business, as part of the Hat World Group. In November 2009, the Company acquired Sports Fan-Attic, as part of the Hat World Group.
Johnston & Murphy retail shops sell a broad range of men’s footwear, luggage and accessories. Johnston & Murphy introduced a line of women’s footwear and accessories in select Johnston & Murphy retail shops in the fall of 2008. Johnston & Murphy shops average approximately 1,475 square feet and are located primarily in better malls nationwide and in airports. Johnston & Murphy shoes are also distributed through the Company’s wholesale operations to better department and independent specialty stores. In addition, the Company sells Johnston & Murphy footwear and accessories in factory stores, averaging approximately 2,350 square feet, located in factory outlet malls, and through a direct-to-consumer catalog and e-commerce operation.
The Company entered into an exclusive license with Levi Strauss & Co. to market men’s footwear in the United States under the Dockers® brand name in 1991. Levi Strauss & Co. and the Company have subsequently added additional territories, including Canada and Mexico and in certain other Latin American countries. The Dockers license agreement was renewed May 15, 2009. The Dockers license agreement, as amended, expires on December 31, 2012. The Company uses the Dockers name to market casual and dress casual footwear to men aged 30 to 55 through many of the same national retail chains that carry Dockers slacks and sportswear and in department and specialty stores across the country.

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Strategy
The Company’s long-term strategy for many years has been to seek organic growth by: 1) increasing the Company’s store base, 2) increasing retail square footage, 3) improving comparable store sales, 4) increasing operating margin and 5) enhancing the value of its brands. The pace of the Company’s organic growth may be limited by saturation of its markets and by economic conditions. In Fiscal 2010, the Company slowed the pace of new store openings and focused on inventory management and cash flow in response to the recent economic downturn. The Company has also focused on opportunities provided by the economic climate to negotiate occupancy cost reductions, especially where lease provisions triggered by sales shortfalls or declining occupancy of malls would permit the Company to terminate leases.
To supplement its organic growth potential, the Company has made acquisitions and expects to consider acquisition opportunities, either to augment its existing businesses or to enter new businesses that it considers compatible with its existing businesses, core expertise and strategic profile. Acquisitions involve a number of risks, including inaccurate valuation of the acquired business, the assumption of undisclosed liabilities, the failure to integrate the acquired business appropriately, and distraction of management from existing businesses. The Company seeks to mitigate these risks by applying appropriate financial metrics in its valuation analysis and developing and executing plans for due diligence and integration that are appropriate to each acquisition.
More generally, the Company attempts to develop strategies to mitigate the risks it views as material, including those discussed under the caption “Forward looking Statements,” above and those discussed in Item 1A, Risk Factors. Among the most important of these factors are those related to consumer demand. Conditions in the external economy can affect demand, resulting in changes in sales and, as prices are adjusted to drive sales and manage inventories, in gross margins. Because fashion trends influencing many of the Company’s target customers (particularly customers of Journeys Group, Underground Station Group and Hat World Group) can change rapidly, the Company believes that its ability to react quickly to those changes has been important to its success. Even when the Company succeeds in aligning its merchandise offerings with consumer preferences, those preferences may affect results by, for example, driving sales of products with lower average selling prices. Moreover, economic factors, such as the recession and the current high level of unemployment, may reduce the consumer’s disposable income or his or her willingness to purchase discretionary items, and thus may reduce demand for the Company’s merchandise, regardless of the Company’s skill in detecting and responding to fashion trends. The Company believes its experience and discipline in merchandising and the buying power associated with its relative size in the industry are important to its ability to mitigate risks associated with changing customer preferences and other reductions in consumer demand.
Summary of Results of Operations
The Company’s net sales increased 1.5% during Fiscal 2010 compared to Fiscal 2009. The increase was driven primarily by a 15% increase in Hat World Group sales, offset by a 10% decrease in Underground Station Group sales, a 7% decrease in Johnston & Murphy Group sales, a 3% decrease in Licensed Brands sales and a 1% decrease in Journeys Group sales. Gross margin increased as a percentage of net sales during Fiscal 2010, primarily due to margin increases in the Journeys Group, Underground Station Group and Licensed Brands offset by margin decreases in the Hat World Group and Johnston & Murphy Group. Selling and administrative expenses

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decreased as a percentage of net sales during Fiscal 2010, reflecting the absence of merger-related expenses and expense decreases as a percentage of net sales in the Hat World Group, offset by increases as a percentage of net sales in the Journeys Group, Underground Station Group, Johnston & Murphy Group and Licensed Brands. Last year’s selling and administrative expenses included $8.0 million of expenses related to the terminated merger agreement and related litigation. See the discussion under “Terminated Merger Agreement,” below. Earnings from operations decreased as a percentage of net sales during Fiscal 2010, primarily due to the absence of the gain on the settlement of merger-related litigation, decreased earnings from operations in the Johnston & Murphy Group and Journeys Group, offset by the absence of merger-related expenses this year and increased earnings from operations in the Hat World Group and Licensed Brands as well as a smaller loss in the Underground Station Group.
Significant Developments
Change in Method of Accounting for Convertible Subordinated Debentures
In May 2008, the Financial Accounting Standards Board (“FASB”) updated the Debt Topic, specifically Debt with Conversion and Other Options, of the Codification to require the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The Company adopted this update to the Codification as of February 1, 2009. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference between the proceeds for the convertible debt and the amount reflected as a debt liability is then recorded as additional paid-in capital. As a result, the debt is effectively recorded at a discount reflecting its below market coupon interest rate. The debt is subsequently accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected in the Consolidated Statements of Operations. The Company has applied this update to the Codification retrospectively to its Consolidated Financial Statements, as required. The retroactive application of this update to the Codification resulted in the recognition of additional pretax non-cash interest expense for Fiscal 2009 and 2008 of $3.1 and $2.8 million, respectively. For additional information, see Note 2 to the Consolidated Financial Statements.
Conversion of 4 1/8% Debentures
On April 29, 2009, the Company entered into separate exchange agreements whereby it acquired and retired $56.4 million in aggregate principal amount ($51.3 million fair value) of its Debentures due June 15, 2023 in exchange for the issuance of 3,066,713 shares of its common stock, which include 2,811,575 shares that were reserved for conversion of the Debentures and 255,138 additional inducement shares, and a cash payment of approximately $0.9 million. The inducement was not deductible for tax purposes. During the fourth quarter of Fiscal 2010, holders of an aggregate of $21.04 million principal amount of its 4 1/8% Convertible Subordinated Debentures were converted to 1,048,764 shares of common stock pursuant to separate conversion agreements which provided for payment of an aggregate of $0.3 million to induce conversion. On November 4, 2009, the Company issued a notice of redemption to the remaining holders of the $8.775 million outstanding 4 1/8% Convertible Subordinated Debentures. As permitted by the Indenture, holders of all except $1,000 in principal amount of the remaining Debentures converted their Debentures to 437,347 shares of common stock prior to the redemption date of December 3, 2009. As a result of the exchange agreements and

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conversions, the Company recognized a loss on the early retirement of debt of $5.5 million in Fiscal 2010, reflected on the Consolidated Statements of Operations. After the exchanges and conversions, there was zero aggregate principal amount of Debentures outstanding. For additional information on the conversion of the Debentures, see Note 8 to the Consolidated Financial Statements.
Sports Fan-Attic Acquisition
In the fourth quarter of Fiscal 2010, the Company’s Hat World subsidiary acquired the assets of Sports Fan-Attic, a retailer of licensed sports headwear, apparel, accessories and novelties, with 37 stores in seven states as of January 30, 2010, for a purchase price of $13.9 million plus assumed debt of $1.6 million with $4.5 million of that amount withheld until satisfaction of certain closing contingencies. Subsequently, in February 2010, $3.0 million of the $4.5 million was paid.
Great Plains Sports Acquisition
In the third quarter of Fiscal 2010, the Impact Sports division of Hat World acquired the assets of Great Plains Sports of St. Paul, Minnesota, for a purchase price of $2.9 million plus assumed debt of $1.1 million with $0.6 million withheld until satisfaction of certain closing contingencies. Great Plains Sports is a dealer of branded athletic and team products for colleges, high schools, corporations and youth organizations and also operates a sporting goods store in St. Paul, Minnesota.
Share Repurchase Program
In March 2008, the board authorized up to $100.0 million in stock repurchases primarily funded with the after-tax cash proceeds of the settlement of merger-related litigation discussed above under the heading “Terminated Merger Agreement.” The Company repurchased 4.0 million shares at a cost of $90.9 million during Fiscal 2009. The Company repurchased 85,000 shares at a cost of $2.0 million during Fiscal 2010. In February 2010, the board increased the total repurchase authorization to $35.0 million.
Terminated Merger Agreement
The Company announced in June 2007 that the boards of directors of both Genesco and The Finish Line, Inc. had unanimously approved a definitive merger agreement under which The Finish Line would acquire all of the outstanding common shares of Genesco at $54.50 per share in cash (the “Proposed Merger”). The Finish Line refused to close the Proposed Merger and litigation ensued. The Proposed Merger and related agreement were terminated in March 2008 in connection with an agreement to settle the litigation with The Finish Line and UBS Loan Finance LLC and UBS Securities LLC (collectively, “UBS”) for a cash payment of $175.0 million to the Company and a 12% equity stake in The Finish Line, which the Company received in the first quarter of Fiscal 2009. The Company distributed the 12% equity stake, or 6,518,971 shares of Class A Common Stock of The Finish Line, Inc., on June 13, 2008, to its common shareholders of record on May 30, 2008, as required by the settlement agreement. During Fiscal 2009 and 2008, the Company expensed $8.0 million and $27.6 million, respectively, in merger-related litigation costs. The total merger-related litigation costs for Fiscal 2008 of $27.6 million were tax deductible in Fiscal 2009 and resulted in a permanent tax benefit reflected as a component of income tax expense. For additional information, see the “Merger-Related Litigation” section in Note 15 to the Company’s Consolidated Financial Statements.

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Restructuring and Other Charges
The Company recorded a pretax charge to earnings of $13.5 million in Fiscal 2010. The charge reflected in restructuring and other, net included $13.3 million for retail store asset impairments and $0.4 million for lease terminations offset by $0.3 million for other legal matters. Also included in the charge was $0.1 million in excess markdowns related to the lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations.
The Company recorded a total pretax charge to earnings of $7.7 million in Fiscal 2009. The charge reflected in restructuring and other, net included $8.6 million of charges for retail store asset impairments, $1.6 million for lease terminations and $1.1 million for other legal matters, offset by a $3.8 million gain from a lease termination transaction. Also included in the charge was $0.2 million in excess markdowns related to the store lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations.
The Company recorded a total pretax charge to earnings of $10.6 million in Fiscal 2008. The charge reflected in restructuring and other, net included $8.7 million of charges for retail store asset impairments and $1.5 million for lease terminations, offset by $0.5 million in excise tax refunds and an antitrust settlement. Also included in the charge was $0.9 million in excess markdowns related to the lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations.
Postretirement Benefit Liability Adjustments
The return on pension plan assets was a gain of $21.2 million for Fiscal 2010 compared to a loss of $28.0 million in Fiscal 2009. The discount rate used to measure benefit obligations decreased from 6.875% to 5.625% in Fiscal 2010. As a result of the increase in return on plan assets partially offset by the decrease in the discount rate, the pension liability decreased to $20.4 million reflected in the Consolidated Balance Sheets compared to $26.0 million in Fiscal 2009. There was a decrease in the pension liability adjustment of $1.2 million (net of tax) in accumulated other comprehensive loss in shareholders’ equity. Depending upon future interest rates and returns on plan assets, and other known and unknown factors, there can be no assurance that additional adjustments in future periods will not be required.
Discontinued Operations
For the year ended January 30, 2010, the Company recorded an additional charge to earnings of $0.5 million ($0.3 million net of tax) reflected in discontinued operations, including $0.8 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.3 million gain for excess provisions to prior discontinued operations. For additional information, see Note 15 to the Consolidated Financial Statements.
For the year ended January 31, 2009, the Company recorded an additional charge to earnings of $9.0 million ($5.5 million net of tax) reflected in discontinued operations, including $9.4 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.4 million gain for excess provisions to prior discontinued operations. For additional information, see Note 15 to the Consolidated Financial Statements.
For the year ended February 2, 2008, the Company recorded an additional charge to earnings of $2.6 million ($1.6 million net of tax) reflected in discontinued operations, including $2.9 million

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primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.3 million gain for excess provisions to prior discontinued operations. For additional information, see Note 15 to the Consolidated Financial Statements.
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 its 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. The Company provides reserves when the inventory has not been marked down to market based on current selling prices or when the inventory is not turning and is not expected to turn at levels satisfactory to the Company.
In its retail operations, other than the Hat World segment, 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 fact that the retail inventory method is an averaging process, could produce a range of cost figures. To reduce the risk of inaccuracy and to ensure consistent presentation, the Company employs the retail inventory method in multiple subclasses of inventory 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. These additional markdown accruals reflect all of the above factors as well as current agreements to return products to vendors and vendor agreements to provide markdown support. In addition to markdown provisions, the Company maintains provisions for shrinkage and damaged goods based on historical rates.
The Hat World segment employs the moving average cost method for valuing inventories and applies freight using an allocation method. The Company provides a valuation allowance for slow-moving inventory based on negative margins and estimated shrink based on historical experience and specific analysis, where appropriate.
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. A change of 10 percent from the recorded provisions for markdowns, shrinkage and damaged goods would have changed inventory by $1.1 million at January 30, 2010.

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Impairment of Long-Lived Assets
As discussed in Note 1 to the Consolidated Financial Statements, 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 the carrying amount. Inherent in the analysis of impairment are subjective judgments about future cash flows. Failure to make appropriate conclusions regarding these judgments may result in an overstatement or understatement of the value of long-lived assets.
The goodwill impairment test involves a two-step process. The first step is a comparison of the fair value and carrying value of the business unit with which the goodwill is associated. The Company estimates fair value using the best information available, and computes the fair value by an equal weighting of the results derived by a market approach and an income approach utilizing discounted cash flow projections. The income approach uses a projection of a business unit’s estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements.
If the carrying value of the business unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the implied fair value of business unit goodwill to the carrying value of the goodwill in the same manner as if the business unit was being acquired in a business combination. Specifically, we would allocate the fair value to all of the assets and liabilities of the business unit, including any unrecognized intangible assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, the Company would record an impairment charge for the difference.
A key assumption in the Company’s fair value estimate is the weighted average cost of capital utilized for discounting its cash flow projections in its income approach. The Company believes the rate it used is consistent with the risks inherent in its business and with industry discount rates. The Company performed sensitivity analyses on its estimated fair value using the income approach. Holding all other assumptions constant as of the measurement date, the Company noted that an increase in the weighted average cost of capital of 100 basis points would not result in impairment of its goodwill.
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 15 to the Company’s Consolidated Financial Statements. The Company has made provisions for certain of these contingencies, including approximately $0.8 million reflected in Fiscal 2010, $9.4 million reflected in Fiscal 2009 and $2.9 million reflected in Fiscal 2008. The Company monitors these matters on an ongoing basis and, on a quarterly basis, management reviews the Company’s reserves and

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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 best estimate of probable loss connected to the proceeding, or in cases in which no best 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. 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.
Revenue Recognition
Retail sales are recorded at the point of sale and are net of estimated returns and exclude sales taxes. Catalog and internet sales are recorded at time of delivery to the customer and are net of estimated returns and exclude sales taxes. Wholesale revenue is recorded net of estimated returns and allowances for markdowns, damages and miscellaneous claims when the related goods have been shipped and legal title has passed to the customer. Shipping and handling costs charged to customers are included in net sales. Estimated returns and allowances are based on historical returns and allowances. Actual returns and allowances have not differed materially from estimates. Actual returns and allowances in any future period may differ from historical experience.
Income Taxes
As part of the process of preparing Consolidated Financial Statements, the Company is required to estimate its income taxes in each of the tax jurisdictions in which it operates. This process involves estimating actual current tax obligations together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting purposes, such as depreciation of property and equipment and valuation of inventories. These temporary differences result in deferred tax assets and liabilities, which are included within the Consolidated Balance Sheets. The Company then assesses the likelihood that its deferred tax assets will be recovered from future taxable income. Actual results could differ from this assessment if adequate taxable income is not generated in future periods. To the extent the Company believes that recovery of an asset is at risk, valuation allowances are established. To the extent valuation allowances are established, or increased in a period, the Company includes an expense within the tax provision in the Consolidated Statements of Operations.
Income tax reserves are determined using the methodology required by the Income Tax Topic of the FASB Accounting Standards Codification. This methodology was adopted by the Company as of February 4, 2007, and requires companies to assess each income tax position taken using a two step process. A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law which may be subject to change or varying interpretation. If the Company’s determinations and estimates prove to be inaccurate, the resulting adjustments could be material to its future financial results. See Note 11 to the

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Company’s Consolidated Financial Statements for additional information regarding income taxes.
Postretirement Benefits Plan Accounting
Full-time employees who had at least 1,000 hours of service in calendar year 2004, except employees in the Hat World segment, are covered by a defined benefit pension plan. The Company froze the defined benefit pension plan effective January 1, 2005. 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.
As required by the Compensation — Retirement Benefits Topic of the FASB Accounting Standards Codification, the Company is required to recognize the overfunded or underfunded status of postretirement benefit plans as an asset or liability in their Consolidated Balance Sheets and to recognize changes in that funded status in accumulated other comprehensive loss, net of tax, in the year in which the changes occur. The Company is required to measure the funded status of a plan as of the date of its fiscal year end. The Company adopted the measurement date change as of January 31, 2009. The Company was required to change the measurement date for its defined benefit pension plan and postretirement benefit plan from December 31 to January 31 (end of fiscal year). As a result of this change, pension expense and actuarial gains/losses for the one-month period ended January 31, 2009 were recognized as adjustments to retained earnings and accumulated other comprehensive loss, respectively. The after-tax charge to retained earnings was $0.1 million. The adoption of the measurement date provision had no effect on the Company’s Consolidated Statements of Operations for Fiscal 2009 or any prior period presented.
The Company accounts for the defined benefit pension plans using the Compensation-Retirement Benefits Topic of the FASB Accounting Standards Codification. As permitted under this topic, pension expense is recognized on an accrual basis over employees’ approximate service periods. The calculation of pension expense and the corresponding liability requires the use of a number of critical assumptions, including the expected long-term rate of return on plan assets and the assumed discount rate, as well as the recognition of actuarial gains and losses. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from these assumptions.
Long Term Rate of Return Assumption — Pension expense increases as the expected rate of return on pension plan assets decreases. The Company estimates that the pension plan assets will generate a long-term rate of return of 8.25%. To develop this assumption, the Company considered historical asset returns, the current asset allocation and future expectations of asset returns. The expected long-term rate of return on plan assets is based on a long-term investment policy of 50% U.S. equities, 13% international equities, 35% U.S. fixed income securities and 2% cash equivalents. For Fiscal 2010, if the expected rate of return had been decreased by 1%, net pension expense would have increased by $1.0 million, and if the expected rate of return had been increased by 1%, net pension expense would have decreased by $1.0 million.
Discount Rate — Pension liability and future pension expense increase as the discount rate is reduced. The Company discounted future pension obligations using a rate of 5.625%, 6.875% and 5.875% for Fiscal 2010, 2009 and 2008, respectively. The discount rate at January 30, 2010 was determined based on a yield curve of high quality corporate bonds with cash flows matching the Company’s plans’ expected benefit payments. For Fiscal 2010, if the discount rate had been

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increased by 0.5%, net pension expense would have decreased by $0.5 million, and if the discount rate had been decreased by 0.5%, net pension expense would have increased by $0.5 million. In addition, if the discount rate had been increased by 0.5%, the projected benefit obligation would have decreased by $4.4 million and the accumulated benefit obligation would have decreased by $4.4 million. If the discount rate had been decreased by 0.5%, the projected benefit obligation would have been increased by $4.8 million and the accumulated benefit obligation would have increased by $4.8 million.
Amortization of Gains and Losses — The Company utilizes a calculated value of assets, which is an averaging method that recognizes changes in the fair values of assets over a period of five years. At the end of Fiscal 2010, the Company had unrecognized actuarial losses of $47.7 million. Accounting principles generally accepted in the United States require that the Company recognize a portion of these losses when they exceed a calculated threshold. These losses might be recognized as a component of pension expense in future years and would be amortized over the average future service of employees, which is currently approximately six years. Future changes in plan asset returns, assumed discount rates and various other factors related to the pension plan will impact future pension expense and liabilities, including increasing or decreasing unrecognized actuarial gains and losses.
The Company recognized expense for its defined benefit pension plans of $0.2 million, $1.4 million and $3.1 million in Fiscal 2010, 2009 and 2008, respectively. The Company’s board of directors approved freezing the Company’s defined pension benefit plan effective January 1, 2005. The Company’s pension expense is expected to increase in Fiscal 2011 by approximately $2.4 million due to a larger actuarial loss to be amortized.
Share-Based Compensation
The Company has share-based compensation plans covering certain members of management and non-employee directors. The Company recognizes compensation expense for share-based payments based on the fair value of the awards as required by the Compensation — Stock Compensation Topic of the FASB Accounting Standards Codification. For Fiscal 2010, 2009 and 2008, share-based compensation expense was $0.5 million, $1.7 million and $3.2 million, respectively. For Fiscal 2010, 2009 and 2008, restricted stock expense was $6.5 million, $6.3 million and $4.6 million, respectively. The benefits of tax deductions in excess of recognized compensation expense are reported as a financing cash flow.
The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense, including expected stock price volatility. The Company bases expected volatility on historical term structures. The Company bases the risk free rate on an interest rate for a bond with a maturity commensurate with the expected term estimate. The Company estimates the expected term of stock options using historical exercise and employee termination experience. The Company does not currently pay a dividend on common stock. The fair value of employee restricted stock is determined based on the closing price of the Company’s stock on the date of the grant.
In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation (which is based on historical experience for similar options) is a critical

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assumption, as it reduces expense ratably over the vesting period. Share-based compensation expense is recorded based on a 2% expected forfeiture rate and is adjusted annually for actual forfeitures. The Company reviews the expected forfeiture rate annually to determine if that percent is still reasonable based on historical experience. The Company believes its estimates are reasonable in the context of actual (historical) experience. See Note 14 to the Consolidated Financial Statements for additional information regarding the Company’s share-based compensation plans.
Comparable Store Sales
Comparable store sales begin in the fifty-third week of a store’s operation. Temporarily closed stores are excluded from the comparable store sales calculation for every full week of the store closing. Expanded stores are excluded from the comparable store sales calculation until the fifty-third week of operation in the expanded format. Unless otherwise specified, e-commerce and catalog sales are excluded from comparable store sales calculations.
Results of Operations — Fiscal 2010 Compared to Fiscal 2009
The Company’s net sales for Fiscal 2010 increased 1.5% to $1.57 billion from $1.55 billion in Fiscal 2009. The increase in net sales was a result of a higher number of stores in operation and an increase in comparable store sales in the Hat World Group, offset by lower sales in the Journeys Group, reflecting negative comparable store sales of 3%, lower sales in the Underground Station Group stores, reflecting fewer stores in operation and negative comparable store sales, lower sales in the Johnston & Murphy Group, reflecting generally challenging economic conditions and a difficult retail environment, and lower sales in Licensed Brands. Gross margin increased 2.0% to $795.9 million in Fiscal 2010 from $780.0 million in Fiscal 2009 and increased as a percentage of net sales from 50.3% to 50.6%. Selling and administrative expenses in Fiscal 2010 increased 0.7% from Fiscal 2009 but decreased as a percentage of net sales from 46.2% to 45.9%, primarily due to the absence of merger-related expenses and leveraging in the Hat World Group due to positive comparable store sales. Expenses in Fiscal 2009 included $8.0 million in merger-related litigation expenses. The Company records buying and merchandising and occupancy costs in selling and administrative expense. Because the Company does not include these costs in cost of sales, the Company’s gross margin may not be comparable to other retailers that include these costs in the calculation of gross margin. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.
Earnings from continuing operations before income taxes (“pretax earnings”) for Fiscal 2010 were $50.5 million compared to $250.7 million for Fiscal 2009. Pretax earnings for Fiscal 2010 included restructuring and other charges of $13.5 million including $13.3 million for retail store asset impairments and $0.4 million for lease terminations offset by $0.3 million for other legal matters. Also included in pretax earnings was $0.1 million in excess markdowns related to the lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations. Pretax earnings for Fiscal 2010 also included $5.5 million loss on early retirement of debt. Pretax earnings for Fiscal 2009 included a gain of $204.1 million from the settlement of merger-related litigation with The Finish Line and UBS and restructuring and other charges of $7.7 million including $8.6 million for retail store asset impairments, $1.6 million for lease terminations and $1.1 million for other legal matters offset by a $3.8 million gain on a lease termination transaction. Also included in pretax earnings was $0.2 million in excess markdowns related to the lease

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terminations which is reflected in cost of sales on the Consolidated Statements of Operations. Pretax earnings for Fiscal 2009 also included $8.0 million in merger-related expenses.
Net earnings for Fiscal 2010 were $28.8 million ($1.30 diluted earnings per share) compared to $150.8 million ($6.49 diluted earnings per share) for Fiscal 2009. Net earnings for Fiscal 2010 includes $0.3 million ($0.01 diluted earnings per share) charge to earnings (net of tax), including $0.5 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.2 million gain for excess provisions to prior discontinued operations. Net earnings for Fiscal 2009 includes a $5.5 million ($0.23 diluted earnings per share) charge to earnings (net of tax), including $5.7 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.2 million gain for excess provisions to prior discontinued operations. The Company recorded an effective federal income tax rate of 42.4% for Fiscal 2010 compared to 37.7% for Fiscal 2009. This year’s effective tax rate of 42.4% reflects the non-deductibility of certain items incurred in connection with the inducement of the conversion of the 4 1/8% Debentures for common stock this year. Last year’s effective tax rate of 37.7% is primarily attributable to the deduction of prior period merger-related expenses that became deductible upon termination of the Finish Line merger agreement offset by an income tax liability on an increase in value of shares of common stock received in the settlement of litigation with The Finish Line that had no corresponding income in the financial statements. In addition, last year’s effective rate was lower due to a $1.2 million reduction in tax liabilities from an agreement reached on a state income tax contingency. See Notes 11 and 15 to the Consolidated Financial Statements for additional information.
Journeys Group
                         
    Fiscal Year Ended     %  
    2010     2009     Change  
    (dollars in thousands)          
Net sales
  $ 749,202     $ 760,008       (1.4 )%
Earnings from operations
  $ 44,285     $ 49,050       (9.7 )%
Operating margin
    5.9 %     6.5 %        
Net sales from Journeys Group decreased 1.4% to $749 million for Fiscal 2010 from $760.0 million for Fiscal 2009. The decrease reflects primarily a 3% decrease in comparable store sales partially offset by a 3% 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). The comparable store sales decrease reflects a 5% decrease in footwear unit comparable sales offset by a 3% increase in average price per pair of shoes reflecting changes in product mix. Total unit sales decreased 3% during the same period. The store count for Journeys Group was 1,025 stores at the end of Fiscal 2010, including 150 Journeys Kidz stores and 56 Shi by Journeys stores, compared to 1,012 Journeys Group stores at the end of Fiscal 2009, including 141 Journeys Kidz stores and 55 Shi by Journeys stores.
Journeys Group earnings from operations for Fiscal 2010 decreased 9.7% to $44.3 million, compared to $49.1 million for Fiscal 2009. Improved gross margin as a percentage of net sales from lower markdowns was more than offset by increased expenses both in dollars and as a percentage of net sales, reflecting negative leverage from negative comparable store sales.

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Underground Station Group
                         
    Fiscal Year Ended     %  
    2010     2009     Change  
    (dollars in thousands)          
Net sales
  $ 99,458     $ 110,902       (10.3 )%
Loss from operations
  $ (4,584 )   $ (5,660 )     19.0 %
Operating margin
    (4.6 )%     (5.1 )%        
Net sales from the Underground Station Group decreased 10.3% to $99.5 million for Fiscal 2010 from $110.9 million for Fiscal 2009. The decrease reflects a 7% decrease in comparable store sales and a 6% decrease in average Underground Station Group stores operated. The decrease in comparable store sales reflects a 1% decrease in footwear unit comparable sales and a 3% decrease in the average price per pair of shoes, reflecting changes in product mix. Unit sales decreased 5% during Fiscal 2010. Underground Station Group operated 170 stores at the end of Fiscal 2010. The Company had operated 180 Underground Station Group stores at the end of Fiscal 2009. The Company plans to continue to shorten the average lease life of the Underground Station stores, close certain underperforming stores as the opportunity presents itself, and attempt to secure rent relief on other locations while it assesses the future prospects for the chain.
Underground Station Group loss from operations for Fiscal 2010 improved to $(4.6) million compared to $(5.7) million for the same period last year. The improvement was due to increased gross margin as a percentage of net sales reflecting improvement in initial mark-on from changes in product mix.
Hat World Group
                         
    Fiscal Year Ended     %  
    2010     2009     Change  
    (dollars in thousands)          
Net sales
  $ 465,776     $ 405,446       14.9 %
Earnings from operations
  $ 44,039     $ 36,670       20.1 %
Operating margin
    9.5 %     9.0 %        
Net sales from the Hat World Group increased 14.9% to $465.8 million for Fiscal 2010 from $405.4 million for Fiscal 2009. The increase reflects primarily a $24.7 million increase in sales related to Impact Sports and Great Plains Sports, a 3% increase in comparable store sales, a 2% increase in average stores operated and $11.7 million in sales from the newly acquired Sports Fan-Attic business. The comparable store sales increase reflected a 4% increase in average price per hat from higher prices in Major League Baseball products and branded action headwear, offset by a 1% decrease in comparable store headwear units sold, primarily from weakness in NCAA and NFL products. Hat World Group operated 921 stores at the end of Fiscal 2010, including 60 stores in Canada and 37 Sports Fan-Attic stores, compared to 885 stores at the end of Fiscal 2009, including 50 stores in Canada.
Hat World Group earnings from operations for Fiscal 2010 increased 20.1% to $44.0 million compared to $36.7 million for Fiscal 2009. The increase in operating income was primarily due to

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increased net sales and decreased expenses as a percentage of net sales primarily reflecting leverage from positive comparable store sales.
Johnston & Murphy Group
                         
    Fiscal Year Ended     %  
    2010     2009     Change  
    (dollars in thousands)          
Net sales
  $ 166,079     $ 177,963       (6.7 )%
Earnings from operations
  $ 5,484     $ 10,069       (45.5 )%
Operating margin
    3.3 %     5.7 %        
Johnston & Murphy Group net sales decreased 6.7% to $166.1 million for Fiscal 2010 from $178.0 million for Fiscal 2009, reflecting primarily an 8% decrease in comparable store sales and an 11% decrease in Johnston & Murphy wholesale sales, partially offset by a 3% increase in average stores operated for Johnston & Murphy retail operations. Unit sales for the Johnston & Murphy wholesale business decreased 2% in Fiscal 2010 and the average price per pair of shoes decreased 10% for the same period. Retail operations accounted for 75.4% of Johnston & Murphy Group sales in Fiscal 2010, up from 74.2% in Fiscal 2009. The comparable store sales decrease in Fiscal 2010 reflects a 7% decrease in footwear unit comparable sales and a 4% decrease in average price per pair of shoes, primarily due to changes in product mix. The store count for Johnston & Murphy retail operations at the end of Fiscal 2010 included 160 Johnston & Murphy shops and factory stores compared to 157 Johnston & Murphy shops and factory stores at the end of Fiscal 2009.
Johnston & Murphy earnings from operations for Fiscal 2010 decreased 45.5% to $5.5 million from $10.1 million for Fiscal 2009, primarily due to decreased net sales, decreased gross margin as a percentage of net sales, reflecting changes in product mix and lower full priced wholesale sales, and increased expenses as a percentage of net sales, reflecting negative leverage from the decrease in comparable store sales.
Licensed Brands
                         
    Fiscal Year Ended     %  
    2010     2009     Change  
    (dollars in thousands)          
Net sales
  $ 93,194     $ 96,561       (3.5 )%
Earnings from operations
  $ 12,372     $ 11,925       3.7 %
Operating margin
    13.3 %     12.3 %        
Licensed Brands’ net sales decreased 3.5% to $93.2 million for Fiscal 2010 from $96.6 million for Fiscal 2009. The sales decrease reflects a 5% decrease in sales of Dockers Footwear offset by increased sales from a new line of footwear introduced in the third quarter last year that the Company is sourcing under a different brand with limited distribution. Unit sales for Dockers Footwear decreased 1% for Fiscal 2010 and the average price per pair of shoes decreased 3% for the same period.
Licensed Brands’ earnings from operations for Fiscal 2010 increased 3.7%, from $11.9 million for Fiscal 2009 to $12.4 million, primarily due to increased gross margin as a percentage of net sales,

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reflecting decreased product costs and changes in product mix.
Corporate, Interest Expenses and Other Charges
Corporate and other expense for Fiscal 2010 was $46.7 million compared to income of $157.6 million for Fiscal 2009. Corporate expense in Fiscal 2010 included $13.5 million in restructuring and other charges, primarily for retail store asset impairments and lease terminations offset by other legal matters. Corporate expense for Fiscal 2010 also included $5.5 million for the loss on early retirement of debt. Corporate and other costs of sales for Fiscal 2010 included $0.1 million in excess markdowns related to lease terminations. Corporate income in Fiscal 2009 included a $204.1 million gain from the settlement of merger-related litigation partially offset by $7.7 million in restructuring and other charges, primarily for retail store asset impairments, lease terminations and other legal matters offset by a gain on a lease termination transaction and $8.0 million in merger-related expenses. Corporate and other costs of sales for Fiscal 2009 included $0.2 million in excess markdowns related to lease terminations.
Interest expense decreased 52.0% from $9.2 million in Fiscal 2009 to $4.4 million in Fiscal 2010, due to reduced interest expense on the Company’s 4 1/8% Debentures as a result of retiring $86.2 million in aggregate principal amount of the Debentures during Fiscal 2010. The application of the updated Debt Topic to the Codification resulted in the recognition of additional pretax non-cash interest expense totaling $1.4 million for Fiscal 2010, compared to $3.1 million for Fiscal 2009. Interest income decreased 95.7% to $14,000 from $0.3 million for Fiscal 2009.
Results of Operations — Fiscal 2009 Compared to Fiscal 2008
The Company’s net sales for Fiscal 2009 increased 3.3% to $1.55 billion from $1.50 billion in Fiscal 2008. The increase in net sales was a result of a higher number of stores in operation and an increase in comparable store sales in the Journeys Group and Hat World Group and increased Licensed Brands sales, offset by lower sales in the Underground Station Group stores, reflecting fewer stores in operation and flat comparable store sales, and Johnston & Murphy Group, reflecting generally challenging economic conditions and a difficult retail environment. Gross margin increased 3.8% to $780.0 million in Fiscal 2009 from $751.2 million in Fiscal 2008 and increased as a percentage of net sales from 50.0% to 50.3%. Selling and administrative expenses in Fiscal 2009 increased 2.5% from Fiscal 2008 but decreased as a percentage of net sales from 46.6% to 46.2%, primarily as a result of lower merger-related expenses. Expenses in Fiscal 2009 included $8.0 million of merger-related litigation expenses and Fiscal 2008 included $27.6 million in merger-related litigation expenses. The Company records buying and merchandising and occupancy costs in selling and administrative expense. Because the Company does not include these costs in cost of sales, the Company’s gross margin may not be comparable to other retailers that include these costs in the calculation of gross margin. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.
Pretax earnings for Fiscal 2009 were $250.7 million compared to $29.9 million for Fiscal 2008. Pretax earnings for Fiscal 2009 included a gain of $204.1 million from the settlement of merger- related litigation with The Finish Line and UBS and restructuring and other charges of $7.7 million including $8.6 million for retail store asset impairments, $1.6 million for lease terminations and $1.1 million for other legal matters offset by a $3.8 million gain on a lease termination transaction.

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Also included in pretax earnings was $0.2 million in excess markdowns related to the store lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations. Pretax earnings for Fiscal 2009 also included $8.0 million in merger-related expenses. Pretax earnings for Fiscal 2008 included restructuring and other charges of $10.6 million, including $8.7 million of charges for asset impairments and $1.5 million for lease terminations, offset by $0.5 million in excise tax refunds and an antitrust settlement. Also included in pretax earnings was $0.9 million in excess markdowns related to the Underground Station Group store lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations. Pretax earnings for Fiscal 2008 also included $27.6 million in expenses relating to the merger agreement with The Finish Line and a $0.5 million gain from insurance proceeds relating to Hurricane Katrina.
Net earnings for Fiscal 2009 were $150.8 million ($6.49 diluted earnings per share) compared to $5.2 million ($0.22 diluted earnings per share) for Fiscal 2008. Net earnings for Fiscal 2009 includes $5.5 million ($0.23 diluted earnings per share) charge to earnings (net of tax), including $5.7 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.2 million gain for excess provisions to prior discontinued operations. Net earnings for Fiscal 2008 included $1.6 million ($0.07 diluted earnings per share) charge to earnings (net of tax), including $1.8 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.2 million gain for excess provisions to prior discontinued operations. The Company recorded an effective federal income tax rate of 37.7% for Fiscal 2009 compared to 77.4% for Fiscal 2008. The variance in the effective tax rate for Fiscal 2009 compared to Fiscal 2008 is primarily attributable to transaction costs incurred in the prior period that were deductible in the later period, as well as to issues related to the settlement of merger-related litigation. See Notes 11 and 15 to the Consolidated Financial Statements for additional information.
Journeys Group
                         
    Fiscal Year Ended     %  
    2009     2008     Change  
    (dollars in thousands)          
Net sales
  $ 760,008     $ 713,366       6.5 %
Earnings from operations
  $ 49,050     $ 51,097       (4.0 )%
Operating margin
    6.5 %     7.2 %        
Net sales from Journeys Group increased 6.5% to $760.0 million for Fiscal 2009 from $713.4 million for Fiscal 2008. The increase reflects primarily a 9% increase in average Journeys stores operated and a 1% increase in comparable store sales. The comparable store sales increase reflects a 1% increase in footwear unit comparable sales and a 1% increase in average price per pair of shoes reflecting changes in product mix. Total unit sales increased 7% during the same period. The store count for Journeys Group was 1,012 stores at the end of Fiscal 2009, including 141 Journeys Kidz stores and 55 Shi by Journeys stores, compared to 967 Journeys Group stores at the end of Fiscal 2008, including 115 Journeys Kidz stores and 47 Shi by Journeys stores.
Journeys Group earnings from operations for Fiscal 2009 decreased 4.0% to $49.1 million, compared to $51.1 million for Fiscal 2008. The decrease was primarily attributable to increased expenses as a percentage of net sales, reflecting increased rent from new stores, lease renewals and relocation from smaller, volume constrained locations to bigger stores, as well as increased bonus

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accruals based on improved performance for bonus purposes.
Underground Station Group
                         
    Fiscal Year Ended     %  
    2009     2008     Change  
    (dollars in thousands)          
Net sales
  $ 110,902     $ 124,002       (10.6 )%
Loss from operations
  $ (5,660 )   $ (7,710 )     26.6 %
Operating margin
    (5.1 )%     (6.2 )%        
Net sales from the Underground Station Group decreased 10.6% to $110.9 million for Fiscal 2009 from $124.0 million for Fiscal 2008. The decrease reflects a 14% decrease in average Underground Station Group stores operated related to the Company’s strategy of closing Jarman stores and the plan announced in May 2007 to close or convert up to 49 Underground Station Group stores. Unit sales decreased 7% during Fiscal 2009. Comparable store sales were flat for Underground Station Group for the year. The flat comparable store sales reflect a 6% increase in footwear unit comparable sales, offset by a 4% decrease in the average price per pair of shoes, reflecting changes in product mix in part due to more women’s and children’s products, and increased markdowns. Underground Station Group operated 180 stores at the end of Fiscal 2009. The Company had operated 192 Underground Station Group stores at the end of Fiscal 2008. The Company plans to continue to shorten the average lease life of the Underground Station stores, close certain underperforming stores as the opportunity presents itself, and attempt to secure rent relief on other locations while it assesses the future prospects for the chain.
Underground Station Group loss from operations for Fiscal 2009 improved to $(5.7) million compared to $(7.7) million for the same period last year. The improvement was due to decreased expenses as a percentage of net sales from store closings and actions taken for improved expense control.
Hat World Group
                         
    Fiscal Year Ended     %  
    2009     2008     Change  
    (dollars in thousands)          
Net sales
  $ 405,446     $ 378,913       7.0 %
Earnings from operations
  $ 36,670     $ 31,987       14.6 %
Operating margin
    9.0 %     8.4 %        
Net sales from the Hat World Group increased 7.0% to $405.4 million for Fiscal 2009 from $378.9 million for Fiscal 2008. The increase reflects primarily a 5% increase in average stores operated and a 2% increase in comparable store sales. Hat World Group operated 885 stores at the end of Fiscal 2009, including 50 stores in Canada, compared to 862 stores at the end of Fiscal 2008, including 34 stores in Canada.
Hat World Group earnings from operations for Fiscal 2009 increased 14.6% to $36.7 million compared to $32.0 million for Fiscal 2008. The increase in operating income was primarily due to increased net sales and increased gross margin as a percentage of net sales primarily reflecting

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fewer off-priced sales, increased vendor discounts and growth in higher margin areas.
Johnston & Murphy Group
                         
    Fiscal Year Ended     %  
    2009     2008     Change  
    (dollars in thousands)          
Net sales
  $ 177,963     $ 192,487       (7.5 )%
Earnings from operations
  $ 10,069     $ 19,807       (49.2 )%
Operating margin
    5.7 %     10.3 %        
Johnston & Murphy Group net sales decreased 7.5% to $178.0 million for Fiscal 2009 from $192.5 million for Fiscal 2008, reflecting primarily a 10% decrease in comparable store sales and a 7% decrease in Johnston & Murphy wholesale sales, partially offset by a 2% increase in average stores operated for Johnston & Murphy retail operations. Unit sales for the Johnston & Murphy wholesale business decreased 11% in Fiscal 2009, while the average price per pair of shoes increased 3% for the same period. Retail operations accounted for 74.2% of Johnston & Murphy Group sales in Fiscal 2009, unchanged from Fiscal 2008. The comparable store sales decrease in Fiscal 2009 reflects a 12% decrease in footwear unit comparable sales and a 1% decrease in average price per pair of shoes, primarily due to changes in product mix and increased markdowns. The store count for Johnston & Murphy retail operations at the end of Fiscal 2009 included 157 Johnston & Murphy shops and factory stores compared to 154 Johnston & Murphy shops and factory stores at the end of Fiscal 2008.
Johnston & Murphy earnings from operations for Fiscal 2009 decreased 49.2% to $10.1 million from $19.8 million for Fiscal 2008, primarily due to decreased net sales, decreased gross margin as a percentage of net sales, reflecting changes in product mix and increased markdowns, and increased expenses as a percentage of net sales, reflecting negative leverage from the decrease in comparable store sales.
Licensed Brands
                         
    Fiscal Year Ended     %  
    2009     2008     Change  
    (dollars in thousands)          
Net sales
  $ 96,561     $ 92,706       4.2 %
Earnings from operations
  $ 11,925     $ 10,976       8.6 %
Operating margin
    12.3 %     11.8 %        
Licensed Brands’ net sales increased 4.2% to $96.6 million for Fiscal 2009 from $92.7 million for Fiscal 2008. The sales increase reflects a 5% increase in sales of Dockers Footwear. Unit sales for Dockers Footwear increased 4% for Fiscal 2009 and the average price per pair of shoes increased 1% for the same period.
Licensed Brands’ earnings from operations for Fiscal 2009 increased 8.6%, from $11.0 million for Fiscal 2008 to $11.9 million, primarily due to increased net sales and decreased expenses as a percentage of net sales.

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Corporate, Interest Expenses and Other Charges
Corporate and other for Fiscal 2009 had income of $157.6 million compared to expenses of $64.3 million for Fiscal 2008. Corporate income in Fiscal 2009 included a $204.1 million gain from the settlement of merger-related litigation partially offset by $7.7 million in restructuring and other charges, primarily for retail store asset impairments, lease terminations and other legal matters offset by a gain on a lease termination transaction and $8.0 million in merger-related expenses. Corporate and other costs of sales for Fiscal 2009 included $0.2 million in excess markdowns related to lease terminations. Corporate expenses in Fiscal 2008 included $27.6 million in merger-related expenses and a $0.5 million gain from insurance proceeds relating to Hurricane Katrina. Corporate and other expenses for Fiscal 2008 also included $9.7 million of restructuring and other charges, primarily for asset impairments and lease terminations, offset by excise tax refunds and an antitrust settlement. Corporate and other cost of sales for Fiscal 2008 included $0.9 million in excess markdowns related to Underground Station Group lease terminations.
Interest expense decreased 23.3% from $12.0 million in Fiscal 2008 to $9.2 million in Fiscal 2009, due to the cash received from the merger-related litigation settlement and improved operating cash flow, which decreased average revolver borrowings from $65.9 million in Fiscal 2008 to $27.7 million in Fiscal 2009.
Interest income increased from $0.1 million in Fiscal 2008 to $0.3 million in Fiscal 2009, due to the increase in average short-term investments as a result of the proceeds from the settlement of merger-related litigation.
Liquidity and Capital Resources
The following table sets forth certain financial data at the dates indicated.
                         
    Jan. 30,     Jan. 31,     Feb 2,  
    2010     2009     2008  
    (dollars in millions)  
Cash and cash equivalents
  $ 82.1     $ 17.7     $ 17.7  
Working capital
  $ 280.4     $ 259.1     $ 238.1  
Long-term debt
  $ -0-     $ 113.7     $ 147.3  
Working Capital
The Company’s business is seasonal, with the Company’s investment in inventory and accounts receivable normally reaching peaks in the spring and fall of each year. Historically, cash flow from operations has been generated principally in the fourth quarter of each fiscal year.
Cash provided by operating activities was $142.1 million in Fiscal 2010 compared to $179.1 million in Fiscal 2009. The $37.0 million decrease in cash flow from operating activities from last year reflects primarily the receipt of $175.0 million of cash proceeds of the merger-related litigation settlement in Fiscal 2009, offset by an increase in cash flow from changes in inventory, accounts payable, other accrued liabilities and prepaids and other current assets of $27.4 million, $19.5 million, $19.4 million and $16.2 million, respectively. The $27.4 million increase in cash flow from inventory reflected efforts to reduce inventory in order to align inventory growth with sales

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growth, especially in the Johnston & Murphy Group. The $19.5 million increase in cash flow from accounts payable reflected changes in buying patterns, including actions taken to reduce inventory in the prior year, and payment terms negotiated with individual vendors. The $19.4 million increase in cash flow from other accrued liabilities reflected Fiscal 2009 reduction in accrued professional fees related to the terminated merger agreement and reduction in income taxes plus a Fiscal 2010 additional accrual related to environmental insurance. The $16.2 million increase in cash flow from prepaids and other current assets was due to decreased prepaid income taxes compared to Fiscal 2009.
The $24.0 million decrease in inventories at January 30, 2010 from January 31, 2009 levels reflects a decrease in inventory, primarily wholesale, due to efforts to align inventory growth with sales growth and increased wholesale inventory last year due to timing of Chinese New Year.
Accounts receivable at January 30, 2010 increased $2.3 million compared to January 31, 2009, due primarily to increased wholesale sales in the fourth quarter of Fiscal 2010 which includes sales of the newly acquired Great Plains Sports team dealer business and slower overall accounts receivable turn.
Cash provided by operating activities was $179.1 million in Fiscal 2009 compared to $23.9 million in Fiscal 2008. The $155.2 million increase in cash flow from operating activities from Fiscal 2008 reflects primarily the receipt of $175.0 million of cash proceeds of the merger-related litigation settlement and changes in inventory of $36.2 million, offset by a decrease in cash flow from changes in other accrued liabilities, prepaids and other current assets and accounts payable of $16.8 million, $10.9 million and $7.6 million, respectively. The $36.2 million increase in cash flow from inventory reflected efforts to reduce inventory in order to align inventory growth with sales growth. The $16.8 million decrease in cash flow from other accrued liabilities was due to a reduction in accrued professional fees related to the terminated merger agreement and a reduction in accrued income taxes due to the Company being in a prepaid income tax position at the end of the year, offset by increased bonus accruals. The $10.9 million decrease in cash flow from prepaids and other current assets was due to increased prepaid income taxes. The $7.6 million decrease in cash flow from accounts payable reflected changes in buying patterns, including actions taken to reduce inventory, and payment terms negotiated with individual vendors.
The $3.3 million increase in inventories at January 31, 2009 from February 2, 2008 levels reflects an increase in wholesale inventory due to an inability to react quickly to the economic conditions as well as increases in inventory to support spring shipments, offset by a decrease in retail inventory due to efforts to align inventory growth with sales growth offset by inventory purchased to support the net increase of 59 stores in Fiscal 2009.
Accounts receivable at January 31, 2009 decreased $2.2 million compared to February 2, 2008, due primarily to decreased wholesale sales in the fourth quarter of Fiscal 2009 and lower tenant allowance receivables from the slow down in store openings.

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Cash provided (used) due to changes in accounts payable and accrued liabilities are as follows:
                         
    Fiscal Year Ended  
    2010     2009     2008  
    (in thousands)  
Accounts payable
  $ 11,441     $ (8,071 )   $ (430 )
Accrued liabilities
    1,661       (17,694 )     (923 )
 
                 
 
  $ 13,102     $ (25,765 )   $ (1,353 )
 
                 
The fluctuations in cash provided (used) due to changes in accounts payable for Fiscal 2010 from Fiscal 2009 and for Fiscal 2009 from Fiscal 2008 are due to changes in buying patterns, including actions taken to reduce inventory in the prior year, and payment terms negotiated with individual vendors. The change in cash provided (used) due to changes in accrued liabilities for Fiscal 2010 from Fiscal 2009 was due primarily to Fiscal 2009 reduction in accrued professional fees related to the terminated merger agreement and reduction in income taxes plus a Fiscal 2010 additional accrual related to environmental insurance, and the change in accrued liabilities for Fiscal 2009 from Fiscal 2008 was due primarily to a reduction in accrued professional fees and expenses related to the terminated merger agreement and a reduction in accrued taxes due to the Company being in a prepaid tax position, offset by higher bonus accruals.
The Company has a revolving credit facility (the “Credit Facility”) entered into on December 1, 2006, in the aggregate principal amount of $200.0 million, with a $20.0 million swingline loan sublimit and a $70.0 million sublimit for the issuance of standby letters of credit, and has a five-year term. Revolving credit borrowings averaged $15.4 million during Fiscal 2010 and $27.7 million during Fiscal 2009, as cash generated from operations primarily funded seasonal working capital requirements and capital expenditures for Fiscal 2010.

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Contractual Obligations
The following tables set forth aggregate contractual obligations and commitments as of January 30, 2010.
                                         
    Payments Due by Period  
(in thousands)                                   More  
Contractual Obligations
          Less than 1     1-3     3-5     than 5  
    Total     year     years     years     years  
Capital Lease Obligations
  $ 141     $ 99     $ 26     $ 3     $ 13  
Operating Lease Obligations
    976,812       167,739       298,572       246,174       264,327  
Purchase Obligations(1)
    290,324       290,324       -0-       -0-       -0-  
Other Long-Term Liabilities
    1,514       198       397       369       550  
 
   
Total Contractual Obligations(2)
  $ 1,268,791     $ 458,360     $ 298,995     $ 246,546     $ 264,890  
 
   
                                         
    Amount of Commitment Expiration Per Period  
(in thousands)                                   More  
Commercial Commitments
  Total Amounts     Less than 1     1-3     3-5     than 5  
    Committed     year     years     years     years  
Letters of Credit
  $ 10,995     $ 10,995     $ -0-     $ -0-     $ -0-  
 
   
Total Commercial Commitments
  $ 10,995     $ 10,995     $ -0-     $ -0-     $ -0-  
 
   
 
(1)   Open purchase orders for inventory.
 
(2)   Excludes unrecognized tax benefits of $17.2 million due to their uncertain nature in timing of payments.
Capital Expenditures
Capital expenditures were $33.8 million, $49.4 million and $80.7 million for Fiscal 2010, 2009 and 2008, respectively. The $15.6 million decrease in Fiscal 2010 capital expenditures as compared to Fiscal 2009 resulted primarily from the decrease in retail store capital expenditures due to 61 new store openings in Fiscal 2010, excluding 38 acquired stores, compared to 102 new store openings in Fiscal 2009 and a lower amount of full major renovations. The $31.3 million decrease in Fiscal 2009 capital expenditures as compared to Fiscal 2008 resulted primarily from the decrease in retail store capital expenditures due to 102 new store openings in Fiscal 2009 compared to 229 new store openings in Fiscal 2008.
Total capital expenditures in Fiscal 2011 are expected to be approximately $45.0 million. These include retail capital expenditures of approximately $33.2 million to open approximately 12 Journeys stores, three Journeys Kidz stores, nine Johnston & Murphy shops and factory stores and 45 Hat World Group stores including 15 stores in Canada and five Sports Fan-Attic stores and to complete approximately 171 major store renovations. Due to current economic conditions, the Company intends to be more selective with respect to new store locations. The Company will continue to open stores at a slower pace in 2011. The planned amount of capital expenditures in Fiscal 2011 for wholesale operations and other purposes is approximately $11.8 million, including approximately $6.2 million for new systems to improve customer service and support the Company’s growth.

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Future Capital Needs
The Company expects that cash on hand and cash provided by operations will be sufficient to support seasonal working capital requirements and capital expenditures, although the Company may borrow under its Credit Facility from time to time to support seasonal working capital requirements during Fiscal 2011. The approximately $9.4 million of costs associated with discontinued operations that are expected to be paid during the next twelve months are expected to be funded from cash on hand and borrowings under the Credit Facility during Fiscal 2011.
There were $11.0 million of letters of credit outstanding and no revolver borrowings outstanding under the Credit Facility at January 30, 2010. Net availability under the facility was $180.0 million. The Company is not required to comply with any financial covenants under the facility unless Adjusted Excess Availability (as defined in the Amended and Restated Credit Agreement) is less than 10% of the total commitments under the credit facility (currently $20.0 million). If and during such time as Adjusted Excess Availability is less than such amount, the credit facility requires the Company to meet a minimum fixed charge coverage ratio (EBITDA less capital expenditures less cash taxes divided by cash interest expense and scheduled payments of principal indebtedness) of 1.0 to 1.0. Adjusted Excess Availability was $180.0 million at January 30, 2010. Because Adjusted Excess Availability exceeded $20.0 million, the Company was not required to comply with this financial covenant at January 30, 2010.
The Credit Facility prohibits the payment of dividends and other restricted payments (including stock repurchases) unless after such dividend or restricted payment (i) availability is between $30.0 million and $50.0 million, the fixed charge coverage is greater than 1.0 to 1.0 or (ii) availability under the credit facility exceeds $50.0 million. The Company’s management does not expect availability under the Credit Facility to fall below $50.0 million during Fiscal 2011.
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 $198,000.
Common Stock Repurchases
In March 2008, the board authorized up to $100.0 million in stock repurchases primarily funded with the after-tax cash proceeds of the settlement of the merger-related litigation with The Finish Line and UBS. See Notes 3 and 15 to the Consolidated Financial Statements. The Company did not repurchase any shares during Fiscal 2008. The Company repurchased 4.0 million shares at a cost of $90.9 million during Fiscal 2009. The Company repurchased 85,000 shares at a cost of $2.0 million during Fiscal 2010. In total, the Company has repurchased 12.2 million shares at a cost of $196.3 million from all authorizations as of January 30, 2010. In February 2010, the board increased the total repurchase authorization to $35.0 million.
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 15 to the Company’s Consolidated Financial Statements. The Company has made accruals for certain of these contingencies, including approximately $0.8 million reflected in Fiscal 2010, $9.4 million reflected in Fiscal 2009 and $2.9

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million reflected in Fiscal 2008. The Company monitors these matters on an ongoing basis and, on a quarterly basis, 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. 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 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.
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 does not have any outstanding debt as of January 30, 2010.
Cash and Cash Equivalents — The Company’s cash and cash equivalent balances are invested in financial instruments with original maturities of three months or less. The Company did not have significant exposure to changing interest rates on invested cash at January 30, 2010. As a result, the Company considers the interest rate market risk implicit in these investments at January 30, 2010 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 when the purchases are material. At January 30, 2010, the Company had $0.6 million of forward foreign exchange contracts for Euro. The Company’s policy is not to speculate in derivative instruments for profit on the exchange rate price fluctuation and 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 unrealized loss on contracts outstanding at January 30, 2010 was less than $0.1 million based on current spot rates. As of January 30, 2010, a 10% adverse change in foreign currency exchange rates from market rates would decrease the fair value of the contracts by approximately $0.1 million.
Accounts Receivable — The Company’s accounts receivable balance at January 30, 2010 is primarily concentrated in two of its wholesale businesses, which sell primarily to department stores and independent retailers across the United States. One customer accounted for 20% and no other customer accounted for more than 10% of the Company’s trade receivables balance as of January 30, 2010. The Company monitors the credit quality of its customers and establishes an allowance for doubtful accounts based upon factors surrounding credit risk of specific customers, historical trends and other information, as well as customer specific factors; however,

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credit risk is affected by conditions or occurrences within the economy and the retail industry, as well as company-specific information.
Summary — Based on the Company’s overall market interest rate and foreign currency rate exposure at January 30, 2010, the Company believes that the effect, if any, of reasonably possible near-term changes in interest rates or foreign currency exchange rates on the Company’s consolidated financial position, results of operations or cash flows for Fiscal 2011 would not be material.
New Accounting Principles
In June 2009, the FASB established the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Company adopted the Codification effective for its third quarter ended October 31, 2009, and accordingly, all subsequent public filings will reference the Codification as the sole source of authoritative literature.
In December 2008, the FASB updated the Compensation — Retirement Benefits Topic of the Codification to require more detailed disclosures about the assets of a defined benefit pension or other postretirement plan and is effective for fiscal years ending after December 15, 2009 (Fiscal 2010 for the Company). The Company adopted this updated guidance as of January 30, 2010 and it did not have a significant impact on its results of operations or financial position. See Note 12 to the Consolidated Financial Statements.
Inflation
The Company does not believe inflation has had a material impact on sales or operating results during periods covered in this discussion.
ITEM 7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The Company incorporates by reference the information regarding market risk appearing under the heading “Financial Market Risk” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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ITEM 8, FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
INDEX TO FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm
On Internal Control over Financial Reporting
The Board of Directors and Shareholders
Genesco Inc.
We have audited Genesco Inc.’s internal control over financial reporting as of January 30, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Genesco Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Genesco Inc. maintained, in all material respects, effective internal control over financial reporting as of January 30, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Genesco Inc. as of January 30, 2010 and January 31, 2009, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three fiscal years in the period ended January 30, 2010 and our report dated March 31, 2010 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 31, 2010

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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Genesco Inc.
We have audited the accompanying consolidated balance sheets of Genesco Inc. and Subsidiaries (the “Company”) as of January 30, 2010 and January 31, 2009, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three fiscal years in the period ended January 30, 2010. Our audits also included the financial statement schedule listed in Item 15. 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 audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Genesco Inc. and Subsidiaries at January 30, 2010 and January 31, 2009, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended January 30, 2010, in conformity with U.S. generally accepted accounting principles. 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 discussed in Notes 1 and 11 to the consolidated financial statements, in fiscal 2008 the Company changed its method of accounting for income tax contingencies. As discussed in Note 2, the Company adopted the update to the Debt Topic, specifically Debt with Conversion and Other Options, as of February 1, 2009.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of January 30, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 31, 2010 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 31, 2010

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Genesco Inc.
and Subsidiaries

Consolidated Balance Sheets
In Thousands, except share amounts
                 
As of Fiscal Year End  
Assets   2010     2009  
 
Current Assets
               
Cash and cash equivalents
  $ 82,148     $ 17,672  
Accounts receivable, net of allowances of $3,232 at January 30, 2010 and $3,052 at January 31, 2009
    27,217       23,744  
Inventories
    290,974       306,078  
Deferred income taxes
    17,314       15,083  
Prepaids and other current assets
    32,419       35,542  
 
Total current assets
    450,072       398,119  
 
Property and equipment:
               
Land
    4,863       4,863  
Buildings and building equipment
    17,992       17,990  
Computer hardware, software and equipment
    86,239       79,255  
Furniture and fixtures
    101,923       99,954  
Construction in progress
    3,196       7,044  
Improvements to leased property
    277,624       274,613  
 
Property and equipment, at cost
    491,837       483,719  
Accumulated depreciation
    (275,544 )     (244,038 )
 
Property and equipment, net
    216,293       239,681  
 
Deferred income taxes
    13,545       5,302  
Goodwill
    118,995       111,680  
Trademarks
    52,799       51,455  
Other intangibles, net of accumulated amortization of $8,795 at January 30, 2010 and $7,956 at January 31, 2009
    3,670       2,376  
Other noncurrent assets
    8,278       7,450  
 
Total Assets
  $ 863,652     $ 816,063  
 

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Genesco Inc.
and Subsidiaries

Consolidated Balance Sheets
In Thousands, except share amounts
                 
As of Fiscal Year End
Liabilities and Shareholders’ Equity   2010     2009  
 
Current Liabilities
               
Accounts payable
  $ 92,699     $ 73,143  
Accrued employee compensation
    15,043       15,780  
Accrued other taxes
    11,570       11,254  
Accrued income taxes
    -0-       634  
Other accrued liabilities
    40,979       28,727  
Provision for discontinued operations
    9,366       9,444  
 
Total current liabilities
    169,657       138,982  
 
Long-term debt
    -0-       113,735  
Pension liability
    20,402       25,968  
Deferred rent and other long-term liabilities
    85,232       81,499  
Provision for discontinued operations
    6,048       6,124  
 
Total liabilities
    281,339       366,308  
 
Commitments and contingent liabilities
               
Shareholders’ Equity
               
Non-redeemable preferred stock
    5,220       5,203  
Common shareholders’ equity:
               
Common stock, $1 par value:
               
Authorized: 80,000,000 shares Issued/Outstanding: January 30, 2010 — 24,562,693/24,074,229 January 31, 2009 — 19,731,979/19,243,515
    24,563       19,732  
Additional paid-in capital
    146,981       49,780  
Retained earnings
    452,210       423,595  
Accumulated other comprehensive loss
    (28,804 )     (30,698 )
Treasury shares, at cost
    (17,857 )     (17,857 )
 
Total shareholders’ equity
    582,313       449,755  
 
Total Liabilities and Shareholders’ Equity
  $ 863,652     $ 816,063  
 
The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Genesco Inc.
and Subsidiaries

Consolidated Statements of Operations
In Thousands, except per share amounts
                         
    Fiscal Year  
    2010     2009     2008  
 
Net sales
  $ 1,574,352     $ 1,551,562     $ 1,502,119  
Cost of sales
    778,482       771,580       750,904  
Selling and administrative expenses
    722,087       716,931       699,692  
Gain from settlement of merger-related litigation
    -0-       (204,075 )     -0-  
Restructuring and other, net
    13,361       7,500       9,702  
 
Earnings from operations
    60,422       259,626       41,821  
 
Loss on early retirement of debt
    5,518       -0-       -0-  
Interest expense, net:
                       
Interest expense
    4,430       9,234       12,045  
Interest income
    (14 )     (322 )     (144 )
 
Total interest expense, net
    4,416       8,912       11,901  
 
Earnings from continuing operations before income taxes
    50,488       250,714       29,920  
Income tax expense
    21,402       94,495       23,146  
 
Earnings from continuing operations
    29,086       156,219       6,774  
Provision for discontinued operations, net
    (273 )     (5,463 )     (1,603 )
 
Net Earnings
  $ 28,813     $ 150,756     $ 5,171  
 
Basic earnings per common share:
                       
Continuing operations
  $ 1.35     $ 8.11     $ .29  
Discontinued operations
  $ (.02 )   $ (0.28 )   $ (.07 )
Net earnings
  $ 1.33     $ 7.83     $ .22  
Diluted earnings per common share:
                       
Continuing operations
  $ 1.31     $ 6.72     $ .29  
Discontinued operations
  $ (.01 )   $ (0.23 )   $ (.07 )
Net earnings
  $ 1.30     $ 6.49     $ .22  
 
The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Consolidated Statements of Cash Flows
In Thousands
                         
    Fiscal Year  
    2010     2009     2008  
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                       
Net earnings
  $ 28,813     $ 150,756     $ 5,171  
Tax benefit of stock options exercised
    -0-       (157 )     (694 )
Adjustments to reconcile net earnings to net cash provided by operating activities:
                       
Depreciation
    47,033       46,757       45,114  
Amortization of deferred note expense and debt discount
    2,022       3,905       3,653  
Loss on early retirement of debt
    5,518       -0-       -0-  
Receipt of Finish Line stock
    -0-       (29,075 )     -0-  
Deferred income taxes
    3,680       6,649       (13,784 )
Provision for losses on accounts receivable
    415       1,079       137  
Impairment of long-lived assets
    13,314       8,570       8,722  
Share-based compensation and restricted stock
    6,969       8,031       7,851  
Provision for discontinued operations
    452       9,006       2,633  
Other
    2,152       1,845       1,805  
Effect on cash of changes in working capital and other assets and liabilities, net of acquisitions:
                       
Accounts receivable
    (2,251 )     2,156       (349 )
Inventories
    24,027       (3,330 )     (39,511 )
Prepaids and other current assets
    3,154       (13,052 )     (2,174 )
Accounts payable
    11,441       (8,071 )     (430 )
Other accrued liabilities
    1,661       (17,694 )     (923 )
Other assets and liabilities
    (6,304 )     11,728       6,722  
 
Net cash provided by operating activities
    142,096       179,103       23,943  
 
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Capital expenditures
    (33,825 )     (49,420 )     (80,662 )
Acquisitions, net of cash acquired
    (11,719 )     (4,484 )     (34 )
Proceeds from sale of property and equipment
    13       16       6  
 
Net cash used in investing activities
    (45,531 )     (53,888 )     (80,690 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Payments of long-term debt
    (2,623 )     (1,330 )     -0-  
Payments of capital leases
    (181 )     (184 )     (210 )
Borrowings under revolving credit facility
    197,400       295,400       365,000  
Payments on revolving credit facility
    (229,700 )     (332,100 )     (319,000 )
Tax benefit of stock options and restricted stock exercised
    -0-       157       694  
Shares repurchased
    -0-       (90,903 )     -0-  
Change in overdraft balances
    3,102       2,420       10,649  
Dividends paid on non-redeemable preferred stock
    (198 )     (198 )     (217 )
Exercise of stock options and issue shares — Employee Stock Purchase Plan
    499       1,492       795  
Other
    (388 )     -0-       -0-  
 
Net cash (used in) provided by financing activities
    (32,089 )     (125,246 )     57,711  
 
Net Increase (Decrease) in Cash and Cash Equivalents
    64,476       (31 )     964  
Cash and cash equivalents at beginning of year
    17,672       17,703       16,739  
 
Cash and cash equivalents at end of year
  $ 82,148     $ 17,672     $ 17,703  
 
Supplemental Cash Flow Information:
                       
Net cash paid for:
                       
Interest
  $ 1,596     $ 5,493     $ 8,107  
Income taxes
    13,386       91,833       37,560  
The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Consolidated Statements of Shareholders’ Equity
In Thousands
                                                                 
    Total                             Accumulated                     Total  
    Non-Redeemable     Additional             Other                     Share-  
    Preferred     Common     Paid-In     Retained     Comprehensive     Treasury     Comprehensive     holders’  
    Stock     Stock     Capital     Earnings     Loss     Stock     Income     Equity  
 
Balance February 3, 2007 (as adjusted, see Note 2)
  $ 6,602     $ 23,230     $ 119,506     $ 301,487     $ (21,327 )   $ (17,857 )           $ 411,641  
 
Cumulative effect of change in accounting principle (see Note 11)
    -0-       -0-       -0-       (4,260 )     -0-       -0-     $ -0-       (4,260 )
Net earnings
    -0-       -0-       -0-       5,171       -0-       -0-       5,171       5,171  
Dividends paid on non-redeemable preferred stock
    -0-       -0-       -0-       (217 )     -0-       -0-       -0-       (217 )
Exercise of stock options
    -0-       33       551       -0-       -0-       -0-       -0-       584  
Issue shares — Employee Stock Purchase Plan
    -0-       5       206       -0-       -0-       -0-       -0-       211  
Employee and non-employee restricted stock
    -0-       -0-       4,621       -0-       -0-       -0-       -0-       4,621  
Share-based compensation
    -0-       -0-       3,230       -0-       -0-       -0-       -0-       3,230  
Restricted shares withheld for taxes
    -0-       (19 )     (887 )     -0-       -0-       -0-       -0-       (906 )
Tax benefit of stock options exercised
    -0-       -0-       694       -0-       -0-       -0-       -0-       694  
Conversion of Series 3 preferred stock
    (533 )     11       522       -0-       -0-       -0-       -0-       -0-  
Conversion of Series 4 preferred stock
    (561 )     9       552       -0-       -0-       -0-       -0-       -0-  
Gain on foreign currency forward contracts (net of tax of $0.0 million)
    -0-       -0-       -0-       -0-       37       -0-       37       37  
Pension liability adjustment (net of tax of $2.7 million)
    -0-       -0-       -0-       -0-       4,131       -0-       4,131       4,131  
Postretirement liability adjustment (net of tax of $0.4 million)
    -0-       -0-       -0-       -0-       644       -0-       644       644  
Foreign currency translation adjustment
    -0-       -0-       -0-       -0-       505       -0-       505       505  
Other
    (170 )     16       184       -0-       -0-       -0-       -0-       30  
 
                                                             
Comprehensive income
                                                  $ 10,488          
 
Balance February 2, 2008
    5,338       23,285       129,179       302,181       (16,010 )     (17,857 )             426,116  
 
Net earnings
    -0-       -0-       -0-       150,756       -0-       -0-     $ 150,756       150,756  
Dividends paid on non-redeemable preferred stock
    -0-       -0-       -0-       (198 )     -0-       -0-       -0-       (198 )
Dividend declared — Finish Line stock
    -0-       -0-       -0-       (29,075 )     -0-       -0-       -0-       (29,075 )
Exercise of stock options
    -0-       83       1,355       -0-       -0-       -0-       -0-       1,438  
Issue shares — Employee Stock Purchase Plan
    -0-       2       53       -0-       -0-       -0-       -0-       55  
Shares repurchased
    -0-       (4,000 )     (86,903 )     -0-       -0-       -0-       -0-       (90,903 )
Restricted stock issuance
    -0-       416       (416 )     -0-       -0-       -0-       -0-       -0-  
Employee and non-employee restricted stock
    -0-       -0-       6,341       -0-       -0-       -0-       -0-       6,341  
Share-based compensation
    -0-       -0-       1,690       -0-       -0-       -0-       -0-       1,690  
Restricted shares withheld for taxes
    -0-       (53 )     (1,092 )     -0-       -0-       -0-       -0-       (1,145 )
Tax benefit of stock options and restricted stock exercised
    -0-       -0-       (563 )     -0-       -0-       -0-       -0-       (563 )
Adjustment of measurement date provision of Retirement Benefit Topic (net of tax of $0.0 million)
    -0-       -0-       -0-       (69 )     -0-       -0-       -0-       (69 )
Loss on foreign currency forward contracts (net of tax of $0.2 million)
    -0-       -0-       -0-       -0-       (275 )     -0-       (275 )     (275 )
Pension liability adjustment (net of tax benefit of $8.5 million)
    -0-       -0-       -0-       -0-       (13,355 )     -0-       (13,355 )     (13,355 )
Postretirement liability adjustment (net of tax of $0.1 million)
    -0-       -0-       -0-       -0-       119       -0-       119       119  
Foreign currency translation adjustment
    -0-       -0-       -0-       -0-       (1,177 )     -0-       (1,177 )     (1,177 )
Other
    (135 )     (1 )     136       -0-       -0-       -0-       -0-       -0-  
 
                                                             
Comprehensive income
                                                  $ 136,068          
 
Balance January 31, 2009
    5,203       19,732       49,780       423,595       (30,698 )     (17,857 )             449,755  
 
Net earnings
    -0-       -0-       -0-       28,813       -0-       -0-     $ 28,813       28,813  
Dividends paid on non-redeemable preferred stock
    -0-       -0-       -0-       (198 )     -0-       -0-       -0-       (198 )
Exercise of stock options
    -0-       28       372       -0-       -0-       -0-       -0-       400  
Issue shares — Employee Stock Purchase Plan
    -0-       4       95       -0-       -0-       -0-       -0-       99  
Employee and non-employee restricted stock
    -0-       -0-       6,528       -0-       -0-       -0-       -0-       6,528  
Share-based compensation
    -0-       -0-       441       -0-       -0-       -0-       -0-       441  
Restricted stock issuance
    -0-       405       (405 )     -0-       -0-       -0-       -0-       -0-  
Restricted shares withheld for taxes
    -0-       (65 )     (1,156 )     -0-       -0-       -0-       -0-       (1,221 )
Tax expense of stock options and restricted stock exercised
    -0-       -0-       (658 )     -0-       -0-       -0-       -0-       (658 )
Shares repurchased
    -0-       (85 )     (1,942 )     -0-       -0-       -0-       -0-       (2,027 )
Conversion of 4 1/8% debentures
    -0-       4,553       93,933       -0-       -0-       -0-       -0-       98,486  
Loss on foreign currency forward contracts (net of tax of $0.1 million)
    -0-       -0-       -0-       -0-       (157 )     -0-       (157 )     (157 )
Pension liability adjustment (net of tax of $0.6 million)
    -0-       -0-       -0-       -0-       1,151       -0-       1,151       1,151  
Postretirement liability adjustment (net of tax of $0.0 million)
    -0-       -0-       -0-       -0-       14       -0-       14       14  
Foreign currency translation adjustment
    -0-       -0-       -0-       -0-       886       -0-       886       886  
Other
    17       (9 )     (7 )     -0-       -0-       -0-       -0-       1  
 
                                                             
Comprehensive income
                                                  $ 30,707          
 
Balance January 30, 2010
  $ 5,220     $ 24,563     $ 146,981     $ 452,210     $ (28,804)     $ (17,857 )           $ 582,313  
 
The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Genesco Inc.
and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies
 
Nature of Operations
The Company’s businesses include the design or sourcing, marketing and distribution of footwear, principally under the Johnston & Murphy and Dockers brands and the operation at January 30, 2010 of 2,276 Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy, Underground Station, Hat World, Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection, Lids Locker Room and Sports Fan-Attic retail footwear, headwear and licensed sports apparel and accessory stores. In November 2008, the Company acquired Impact Sports and in September 2009, the Company acquired Great Plains Sports, both dealers of branded athletic and team products for college and high school teams, as part of the Hat World Group. In November 2009, the Company acquired Sports Fan-Attic, a retailer of licensed sports headwear, apparel, accessories and novelties, with 37 stores, as part of the Hat World Group.
Principles of Consolidation
All subsidiaries are consolidated in the consolidated financial statements. All significant intercompany transactions and accounts have been eliminated.
Fiscal Year
The Company’s fiscal year ends on the Saturday closest to January 31. As a result, Fiscal 2010 was a 52-week year with 364 days, Fiscal 2009 was a 52-week year with 364 days and Fiscal 2008 was a 52-week year with 364 days. Fiscal 2010 ended on January 30, 2010, Fiscal 2009 ended on January 31, 2009 and Fiscal 2008 ended on February 2, 2008.
Financial Statement Reclassifications
Certain reclassifications have been made to conform prior years’ data to the current year presentation. In the Fiscal 2009 and 2008 Consolidated Statements of Operations, bank fees totaling approximately $3.6 million and $3.3 million, respectively, were reclassified from interest expense to selling, general and administrative expenses.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
Significant areas requiring management estimates or judgments include the following key financial areas:
     Inventory Valuation
The Company values its inventories at the lower of cost or market.
In its 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. The Company provides reserves when the inventory has not been marked down to market based on current selling prices or when the inventory is not turning and is not expected to turn at levels satisfactory to the Company.
In its retail operations, other than the Hat World segment, 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 fact that the retail inventory method is an averaging process, could produce a range of cost figures. To reduce the risk of inaccuracy and to ensure consistent presentation, the Company employs the retail inventory method in multiple subclasses of inventory with similar gross margins, 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. These additional markdown accruals reflect all of the above factors as well as current agreements to return products to vendors and vendor agreements to provide markdown support. In addition to markdown provisions, the Company maintains provisions for shrinkage and damaged goods based on historical rates.
The Hat World segment employs the moving average cost method for valuing inventories and applies freight using an allocation method. The Company provides a valuation allowance for slow-moving inventory based on negative margins and estimated shrink based on historical experience and specific analysis, where appropriate.
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.

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Genesco Inc.
and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
     Impairment of Long-Lived 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 the carrying amount. Inherent in the analysis of impairment are subjective judgments about future cash flows. Failure to make appropriate conclusions regarding these judgments may result in an overstatement or understatement of the value of long-lived assets. See also Notes 5 and 7.
The goodwill impairment test involves a two-step process. The first step is a comparison of the fair value and carrying value of the reporting unit with which the goodwill is associated. The Company estimates fair value using the best information available, and computes the fair value by an equal weighting of the results arrived by a market approach and an income approach utilizing discounted cash flow projections. The income approach uses a projection of a business unit’s estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements.
If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the implied fair value of reporting unit goodwill to the carrying value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, the Company would allocate the fair value to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, the Company would record an impairment charge for the difference.
A key assumption in the Company’s fair value estimate is the weighted average cost of capital utilized for discounting its cash flow projections in its income approach. The Company believes the rate it used in its annual test was consistent with the risks inherent in its business and with industry discount rates.

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Genesco Inc.
and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
     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 15. The Company has made pretax accruals for certain of these contingencies, including approximately $0.8 million reflected in Fiscal 2010, $9.4 million reflected in Fiscal 2009 and $2.9 million reflected in Fiscal 2008. These charges are included in provision for discontinued operations, net in the Consolidated Statements of Operations (see Note 5). The Company monitors these matters on an ongoing basis and, on a quarterly basis, 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 best estimate of probable loss connected to the proceeding, or in cases in which no best 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. 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.
     Revenue Recognition
Retail sales are recorded at the point of sale and are net of estimated returns and exclude sales taxes. Catalog and internet sales are recorded at time of delivery to the customer and are net of estimated returns and exclude sales taxes. Wholesale revenue is recorded net of estimated returns and allowances for markdowns, damages and miscellaneous claims when the related goods have been shipped and legal title has passed to the customer. Shipping and handling costs charged to customers are included in net sales. Estimated returns are based on historical returns and claims. Actual amounts of markdowns have not differed materially from estimates. Actual returns and claims in any future period may differ from historical experience.

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Genesco Inc.
and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
     Income Taxes
As part of the process of preparing Consolidated Financial Statements, the Company is required to estimate its income taxes in each of the tax jurisdictions in which it operates. This process involves estimating actual current tax obligations together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting purposes, such as depreciation of property and equipment and valuation of inventories. These temporary differences result in deferred tax assets and liabilities, which are included within the Consolidated Balance Sheets. The Company then assesses the likelihood that its deferred tax assets will be recovered from future taxable income. Actual results could differ from this assessment if adequate taxable income is not generated in future periods. To the extent the Company believes that recovery of an asset is at risk, valuation allowances are established. To the extent valuation allowances are established or increased in a period, the Company includes an expense within the tax provision in the Consolidated Statements of Operations.
Income tax reserves are determined using the methodology required by the Income Tax Topic of the FASB Accounting Standards Codification. This methodology was adopted by the Company as of February 4, 2007, and requires companies to assess each income tax position taken using a two step process. A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law which may be subject to change or varying interpretation. If the Company’s determinations and estimates prove to be inaccurate, the resulting adjustments could be material to its future financial results.
     Postretirement Benefits Plan Accounting
Full-time employees who had 1,000 hours of service in calendar year 2004, except employees in the Hat World Segment, are covered by a defined benefit pension plan. The Company froze the defined benefit pension plan effective January 1, 2005. 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.

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Genesco Inc.
and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
As required by the Compensation — Retirement Benefits Topic of the FASB Accounting Standards Codification, the Company is required to recognize the overfunded or underfunded status of postretirement benefit plans as an asset or liability in their Consolidated Balance Sheets and to recognize changes in that funded status in accumulated other comprehensive loss, net of tax, in the year in which the changes occur. The Company is required to measure the funded status of a plan as of the date of its fiscal year end. The Company adopted the measurement date change as of January 31, 2009. The Company was required to change the measurement date for its defined benefit pension plan and postretirement benefit plan from December 31 to January 31 (end of fiscal year). As a result of this change, pension expense and actuarial gains/losses for the one-month period ended January 31, 2009 were recognized as adjustments to retained earnings and accumulated other comprehensive loss, respectively. The after-tax charge to retained earnings was $0.1 million. The adoption of the measurement date provision had no effect on the Company’s Consolidated Statements of Operations for Fiscal 2009 or any prior period presented.
The Company accounts for the defined benefit pension plans using the Compensation-Retirement Benefits Topic of the FASB Accounting Standards Codification. As permitted under this topic, pension expense is recognized on an accrual basis over employees’ approximate service periods. The calculation of pension expense and the corresponding liability requires the use of a number of critical assumptions, including the expected long-term rate of return on plan assets and the assumed discount rate, as well as the recognition of actuarial gains and losses. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from these assumptions.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
     Share-Based Compensation
The Company has share-based compensation plans covering certain members of management and non-employee directors. The Company recognizes compensation expense for share-based payments based on the fair value of the awards as required by the Compensation — Stock Compensation Topic of the FASB Accounting Standards Codification. For Fiscal 2010, 2009 and 2008, share-based compensation expense was $0.5 million, $1.7 million and $3.2 million, respectively. For Fiscal 2010, 2009 and 2008, restricted stock expense was $6.5 million, $6.3 million and $4.6 million, respectively. The benefits of tax deductions in excess of recognized compensation expense are reported as a financing cash flow.
The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense, including expected stock price volatility. The Company bases expected volatility on historical stock prices for a period that is commensurate with the expected term estimate. The Company bases the risk free rate on an interest rate for a bond with a maturity commensurate with the expected term estimate. The Company estimates the expected term of stock options using historical exercise and employee termination experience. The Company does not currently pay a dividend on common stock. The fair value of employee restricted stock is determined based on the closing price of the Company’s stock on the date of the grant.
In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation (which is based on historical experience for similar options) is a critical assumption, as it reduces expense ratably over the vesting period. Share-based compensation expense is recorded based on a 2% expected forfeiture rate and is adjusted annually for actual forfeitures. The Company reviews the expected forfeiture rate annually to determine if that percent is still reasonable based on historical experience. The Company believes its estimates are reasonable in the context of actual (historical) experience.

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Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
Cash and Cash Equivalents
Included in cash and cash equivalents at January 30, 2010 and January 31, 2009 are cash equivalents of $62.7 million and $0.1 million, respectively. Cash equivalents are highly-liquid financial instruments having an original maturity of three months or less. The Company’s $62.7 million of cash equivalents was invested in a U.S. government money market fund which invests exclusively in high-quality, short-term securities that are issued or guaranteed by the U.S. government or by U.S. government agencies and instrumentalities. Uninsured cash balances were $6.3 million as of January 30, 2010. The majority of payments due from banks for customer credit card transactions process within 24 — 48 hours and are accordingly classified as cash and cash equivalents.
At January 30, 2010 and January 31, 2009 outstanding checks drawn on zero-balance accounts at certain domestic banks exceeded book cash balances at those banks by approximately $31.9 million and $28.8 million, respectively. These amounts are included in accounts payable.
Concentration of Credit Risk and Allowances on Accounts Receivable
The Company’s footwear wholesale businesses sell primarily to independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry as well as by customer specific factors. One customer accounted for 20% of the Company’s trade receivables balance and no other customer accounted for more than 10% of the Company’s trade receivables balance as of January 30, 2010.
The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information, as well as customer specific factors. The Company also establishes allowances for sales returns, customer deductions and co-op advertising based on specific circumstances, historical trends and projected probable outcomes.

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Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
Property and Equipment
Property and equipment 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 the following estimated useful lives:
         
Buildings and building equipment
  20-45 years
Computer hardware, software and equipment
  3-10 years
Furniture and fixtures
  10 years
Leases
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 and the charge to earnings is included in selling and administrative expenses in the Consolidated Statements of Operations.
Certain leases include rent increases during the initial lease term. For these leases, the Company recognizes the related rental expense on a straight-line basis over the term of the lease (which includes any rent holidays and the pre-opening period of construction, renovation, fixturing and merchandise placement) and records the difference between the amounts charged to operations and amounts paid as deferred rent.
The Company occasionally receives reimbursements from landlords to be used towards construction of the store the Company intends to lease. Leasehold improvements are recorded at their gross costs including items reimbursed by landlords. The reimbursements are amortized as a reduction of rent expense over the initial lease term.
Goodwill and Other Intangibles
Under the provisions of the Intangibles — Goodwill and Other Topic of the FASB Accounting Standards Codification, goodwill and intangible assets with indefinite lives are not amortized, but are tested at least annually, during the fourth quarter, for impairment. The Company will update the tests between annual tests if events or circumstances occur that would more likely than not reduce the fair value of the business unit with which the goodwill is associated below its carrying amount. It is also required that intangible assets with finite lives be amortized over their respective lives to their estimated residual values, and reviewed for impairment in accordance with the Property, Plant and Equipment Topic of the FASB Accounting Standards Codification.

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Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
Intangible assets of the Company with indefinite lives are primarily goodwill and identifiable trademarks acquired in connection with the acquisition of Hat World Corporation in April 2004, Hat Shack, Inc. in January 2007, Impact Sports in November 2008, Great Plains Sports in September 2009 and Sports Fan-Attic in November 2009. The Consolidated Balance Sheets include goodwill for the Hat World Group of $119.0 million at January 30, 2010 and $111.7 million at January 31, 2009, respectively. The Company tests for impairment of intangible assets with an indefinite life, at a minimum on an annual basis, relying on a number of factors including operating results, business plans, projected future cash flows and observable market data. The impairment test for identifiable assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying amount. The Company has not had an impairment charge for intangible assets.
Identifiable intangible assets of the Company with finite lives are primarily in-place leases and customer lists. They are subject to amortization based upon their estimated useful lives. Finite-lived intangible assets are evaluated for impairment using a process similar to that used to evaluate other definite-lived long-lived assets, a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset.
Fair Value of Financial Instruments
The carrying amounts and fair values of the Company’s financial instruments at January 30, 2010 and January 31, 2009 are:
                                 
Fair Values            
 
    January 30,     January 31,  
In thousands   2010     2009  
 
    Carrying     Fair     Carrying     Fair  
    Amount     Value     Amount     Value  
 
Fixed Rate Long-term Debt
  $ -0-     $ -0-     $ 86,220     $ 77,518  
Revolver Borrowings
    -0-       -0-       32,300       29,186  
Carrying amounts reported on the Consolidated Balance Sheets for cash, cash equivalents, receivables 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 in Fiscal 2009 was based on a valuation using the Discounted Cash Flow method.

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Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
Cost of Sales
For the Company’s retail operations, the cost of sales includes actual product cost, the cost of transportation to the Company’s warehouses from suppliers and the cost of transportation from the Company’s warehouses to the stores. Additionally, the cost of its distribution facilities allocated to its retail operations is included in cost of sales.
For the Company’s wholesale operations, the cost of sales includes the actual product cost and the cost of transportation to the Company’s warehouses from suppliers.
Selling and Administrative Expenses
Selling and administrative expenses include all operating costs of the Company excluding (i) those related to the transportation of products from the supplier to the warehouse, (ii) for its retail operations, those related to the transportation of products from the warehouse to the store and (iii) costs of its distribution facilities which are allocated to its retail operations. Wholesale and unallocated retail costs of distribution are included in selling and administrative expenses in the amounts of $4.8 million, $4.2 million and $3.8 million for Fiscal 2010, Fiscal 2009 and Fiscal 2008, respectively.
Gift Cards
The Company has a gift card program that began in calendar 1999 for its Hat World operations and calendar 2000 for its footwear operations. The gift cards issued to date do not expire. As such, the Company recognizes income when: (i) the gift card is redeemed by the customer; or (ii) the likelihood of the gift card being redeemed by the customer for the purchase of goods in the future is remote and there are no related escheat laws (referred to as “breakage”). The gift card breakage rate is based upon historical redemption patterns and income is recognized for unredeemed gift cards in proportion to those historical redemption patterns.
Gift card breakage is recognized in revenues each period. Gift card breakage recognized as revenue was $0.7 million, $0.5 million and $0.3 million for Fiscal 2010, 2009 and 2008, respectively. The Consolidated Balance Sheets include an accrued liability for gift cards of $7.9 million and $7.5 million at January 30, 2010 and January 31, 2009, respectively.
Buying, Merchandising and Occupancy Costs
The Company records buying, merchandising and occupancy costs in selling and administrative expense. Because the Company does not include these costs in cost of sales, the Company’s gross margin may not be comparable to other retailers that include these costs in the calculation of gross margin.

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Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
Shipping and Handling Costs
Shipping and handling costs related to inventory purchased from suppliers are included in the cost of inventory and are charged to cost of sales in the period that the inventory is sold. All other shipping and handling costs are charged to cost of sales in the period incurred except for wholesale and unallocated retail costs of distribution, which are included in selling and administrative expenses.
Preopening Costs
Costs associated with the opening of new stores are expensed as incurred, and are included in selling and administrative expenses on the accompanying Consolidated Statements of Operations.
Store Closings and Exit Costs
From time to time, the Company makes strategic decisions to close stores or exit locations or activities. If stores or operating activities to be closed or exited constitute components, as defined by the Property, Plant and Equipment Topic of the FASB Accounting Standards Codification, and will not result in a migration of customers and cash flows, these closures will be considered discontinued operations when the related assets meet the criteria to be classified as held for sale, or at the cease-use date, whichever occurs first. The results of operations of discontinued operations are presented retroactively, net of tax, as a separate component on the Consolidated Statements of Operations, if material individually or cumulatively. To date, no store closings meeting the discontinued operations criteria have been material individually or cumulatively.
Assets related to planned store closures or other exit activities are reflected as assets held for sale and recorded at the lower of carrying value or fair value less costs to sell when the required criteria, as defined by the Property, Plant and Equipment Topic of the FASB Accounting Standards Codification, are satisfied. Depreciation ceases on the date that the held for sale criteria are met.
Assets related to planned store closures or other exit activities that do not meet the criteria to be classified as held for sale are evaluated for impairment in accordance with the Company’s normal impairment policy, but with consideration given to revised estimates of future cash flows. In any event, the remaining depreciable useful lives are evaluated and adjusted as necessary.
Exit costs related to anticipated lease termination costs, severance benefits and other expected charges are accrued for and recognized in accordance with the Exit or Disposal Cost Obligations Topic of the FASB Accounting Standards Codification.

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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 $33.8 million, $34.8 million and $33.7 million for Fiscal 2010, 2009 and 2008, respectively. Direct response advertising costs for catalogs are capitalized in accordance with the Other Assets and Deferred Costs Topic for Capitalized Advertising Costs of the FASB Accounting Standards Codification. Such costs are amortized over the estimated future revenues realized from such advertising, not to exceed six months. The Consolidated Balance Sheets include prepaid assets for direct response advertising costs of $1.3 million and $1.2 million at January 30, 2010 and January 31, 2009, respectively.
Consideration to Resellers
The Company does not have any written buy-down programs with retailers, but the Company has provided certain retailers with markdown allowances for obsolete and slow moving products that are in the retailer’s inventory. The Company estimates these allowances and provides for them as reductions to revenues at the time revenues are recorded. Markdowns are negotiated with retailers and changes are made to the estimates as agreements are reached. Actual amounts for markdowns have not differed materially from estimates.
Cooperative Advertising
Cooperative advertising funds are made available to all of the Company’s wholesale customers. In order for retailers to receive reimbursement under such programs, the retailer must meet specified advertising guidelines and provide appropriate documentation of expenses to be reimbursed. The Company’s cooperative advertising agreements require that wholesale customers present documentation or other evidence of specific advertisements or display materials used for the Company’s products by submitting the actual print advertisements presented in catalogs, newspaper inserts or other advertising circulars, or by permitting physical inspection of displays. Additionally, the Company’s cooperative advertising agreements require that the amount of reimbursement requested for such advertising or materials be supported by invoices or other evidence of the actual costs incurred by the retailer. The Company accounts for these cooperative advertising costs as selling and administrative expenses, in accordance with the Revenue Recognition Topic for Customer Payments and Incentives of the FASB Accounting Standards Codification.
Cooperative advertising costs recognized in selling and administrative expenses were $2.8 million, $2.6 million and $3.3 million for Fiscal 2010, 2009 and 2008, respectively. During Fiscal 2010, 2009 and 2008, the Company’s cooperative advertising reimbursements paid did not exceed the fair value of the benefits received under those agreements.

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Genesco Inc.
and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
Vendor Allowances
From time to time, the Company negotiates allowances from its vendors for markdowns taken or expected to be taken. These markdowns are typically negotiated on specific merchandise and for specific amounts. These specific allowances are recognized as a reduction in cost of sales in the period in which the markdowns are taken. Markdown allowances not attached to specific inventory on hand or already sold are applied to concurrent or future purchases from each respective vendor.
The Company receives support from some of its vendors in the form of reimbursements for cooperative advertising and catalog costs for the launch and promotion of certain products. The reimbursements are agreed upon with vendors and represent specific, incremental, identifiable costs incurred by the Company in selling the vendor’s specific products. Such costs and the related reimbursements are accumulated and monitored on an individual vendor basis, pursuant to the respective cooperative advertising agreements with vendors. Such cooperative advertising reimbursements are recorded as a reduction of selling and administrative expenses in the same period in which the associated expense is incurred. If the amount of cash consideration received exceeds the costs being reimbursed, such excess amount would be recorded as a reduction of cost of sales.
Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were $3.6 million, $4.0 million and $4.3 million for Fiscal 2010, 2009 and 2008, respectively. During Fiscal 2010, 2009 and 2008, the Company’s cooperative advertising reimbursements received were not in excess of the costs incurred.
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.
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 (see Note 13).

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Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
Other Comprehensive Income
The Comprehensive Income Topic of the FASB Accounting Standards Codification requires, among other things, the Company’s pension liability adjustment, postretirement liability adjustment, unrealized gains or losses on foreign currency forward contracts and foreign currency translation adjustments to be included in other comprehensive income net of tax. Accumulated other comprehensive loss at January 30, 2010 consisted of $28.9 million of cumulative pension liability adjustments, net of tax, a cumulative net loss of $0.2 million on foreign currency forward contracts, net of tax, offset by a foreign currency translation adjustment of $0.3 million.
Business Segments
The Segment Reporting Topic of the FASB Accounting Standards Codification, requires that companies disclose “operating segments” based on the way management disaggregates the Company’s operations for making internal operating decisions (see Note 16).
Derivative Instruments and Hedging Activities
The Derivatives and Hedging Topic of the FASB Accounting Standards Codification 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. The Company has entered into a small amount of foreign currency forward exchange contracts in order to reduce exposure to foreign currency exchange rate fluctuations in connection with inventory purchase commitments for its Johnston & Murphy Group. 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 expected payment terms for the merchandise inventories. As a result, there is no hedge ineffectiveness to be reflected in earnings.
The notional amount of such contracts outstanding at January 30, 2010 was $0.6 million. There were no contracts outstanding at January 31, 2009. Forward exchange contracts have an average remaining term of approximately six months. The loss based on spot rates under these contracts at January 30, 2010 was less than $0.1 million. For the year ended January 30, 2010, the Company recorded an unrealized loss on foreign currency forward contracts of $0.3 million in accumulated other comprehensive loss, before taxes. 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 related to forward exchange contracts will be reclassified from accumulated other comprehensive loss into earnings through higher cost of sales over the succeeding year.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 1
Summary of Significant Accounting Policies, Continued
 
New Accounting Principles
In June 2009, the FASB established the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Company adopted the Codification effective for its third quarter ended October 31, 2009, and accordingly, all subsequent public filings will reference the Codification as the sole source of authoritative literature.
In December 2008, the FASB updated the Compensation — Retirement Benefits Topic of the Codification to require more detailed disclosures about the assets of a defined benefit pension or other postretirement plan and is effective for fiscal years ending after December 15, 2009 (Fiscal 2010 for the Company). The Company adopted this updated guidance as of January 30, 2010 and it did not have a significant impact on its results of operations or financial position (see Note 12).
Note 2
Change in Method of Accounting for Convertible Subordinated Debentures
 
In May 2008, the FASB updated the Debt Topic, specifically Debt with Conversion and Other Options, of the Codification to require the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The Company adopted this update to the Codification as of February 1, 2009. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference between the proceeds for the convertible debt and the amount reflected as a debt liability is then recorded as additional paid-in capital. As a result, the debt is effectively recorded at a discount reflecting its below market coupon interest rate. The debt is subsequently accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected in the Consolidated Statements of Operations.
Upon adoption, the Company measured the fair value of the Company’s $86.2 million 4 1/8% Convertible Subordinated Debentures issued in June 2003, using an interest rate that the Company could have obtained at the date of issuance for similar debt instruments. Based on this analysis, the Company determined that the fair value of the debentures was approximately $66.6 million as of the issuance date, a reduction of approximately $19.6 million in the carrying value of the debentures, of which $11.5 million was recorded as additional paid-in capital, $7.4 million was recorded as a deferred tax liability and $0.7 million as a reduction to deferred note expense.

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Notes to Consolidated Financial Statements
Note 2
Change in Method of Accounting for Convertible Subordinated Debentures, Continued
 
In accordance with this update to the Codification, the Company is required to allocate a portion of the $2.9 million of debt issuance costs that were directly related to the issuance of the debentures between a liability component and an equity component as of the issuance date. Based on this analysis, the Company reclassified approximately $0.7 million from deferred note expense as discussed above.
The retroactive application of this update to the Codification resulted in the recognition of additional pretax non-cash interest expense for Fiscal 2009 and Fiscal 2008 of $3.1 million and $2.8 million, respectively and a change to February 3, 2007 retained earnings balance of $5.1 million.
The following table sets forth the effect of the retrospective application of this update to the Codification on certain previously reported line items:
                                                 
    Twelve Months Ended     Twelve Months Ended  
    January 31, 2009     February 2, 2008  
    As Previously             As     As Previously             As  
In thousands   Reported     Adjustment     Adjusted     Reported     Adjustment     Adjusted  
 
Consolidated Statement of Operations:
 
                                               
Interest expense*
  $ 6,166     $ 3,068     $ 9,234     $ 9,230     $ 2,815     $ 12,045  
Income taxes
    95,683       (1,188 )     94,495       24,247       (1,101 )     23,146  
Net earnings
    152,636       (1,880 )     150,756       6,885       (1,714 )     5,171  
 
                                               
Diluted earnings per common share:
Continuing operations
  $ 6.72     $ .00     $ 6.72     $ 0.36     $ (0.07 )   $ 0.29  
Net earnings
  $ 6.49     $ .00     $ 6.49     $ 0.29     $ (0.07 )   $ 0.22  
 
*   Previously reported interest expense for Fiscal 2009 and 2008 was adjusted for bank fees reclassed of $3,566 and $3,340, respectively. See Note 1.
                         
    January 31, 2009  
    As Previously             As  
In thousands   Reported     Adjustment     Adjusted  
 
Consolidated Balance Sheets:
 
                       
Noncurrent deferred income taxes
  $ 7,132     $ (1,830 )   $ 5,302  
Other noncurrent assets
    7,584       (134 )     7,450  
Total Assets
    818,027       (1,964 )     816,063  
 
                       
Long-term debt
    118,520       (4,785 )     113,735  
Total Liabilities
    371,093       (4,785 )     366,308  
 
                       
Additional paid-in capital
    38,230       11,550       49,780  
Retained earnings
    432,324       (8,729 )     423,595  
Total Shareholders’ Equity
    446,934       2,821       449,755  
Total Liabilities and Shareholders’ Equity
    818,027       (1,964 )     816,063  

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Notes to Consolidated Financial Statements
Note 2
Change in Method of Accounting for Convertible Subordinated Debentures, Continued
 
The amount of interest expense recognized and the effective interest rate for the Company’s convertible debentures were as follows:
                         
    Twelve Months Ended  
    January 30,     January 31,     February 2,  
(In thousands)   2010     2009     2008  
 
Contractual coupon interest
  $ 1,543     $ 3,557     $ 3,557  
Amortization of discount on convertible debentures
    1,465       3,164       2,911  
 
Interest expense
  $ 3,008     $ 6,721     $ 6,468  
 
 
                       
Effective interest rate
    8.5 %     8.5 %     8.5 %
 
Note 3
Terminated Merger Agreement
 
The Company announced in June 2007 that the boards of directors of both Genesco and The Finish Line, Inc. had unanimously approved a definitive merger agreement under which The Finish Line would acquire all of the outstanding common shares of Genesco at $54.50 per share in cash (the “Proposed Merger”). The Finish Line refused to close the Proposed Merger and litigation ensued. The Proposed Merger and related agreement were terminated in March 2008 in connection with an agreement to settle the litigation with The Finish Line and UBS Loan Finance LLC and UBS Securities LLC (collectively, “UBS”) for a cash payment of $175.0 million to the Company and a 12% equity stake in The Finish Line, which the Company received in the first quarter of Fiscal 2009. The Company distributed the 12% equity stake, or 6,518,971 shares of Class A Common Stock of The Finish Line, Inc., on June 13, 2008, to its common shareholders of record on May 30, 2008, as required by the settlement agreement. During Fiscal 2009 and 2008, the Company expensed $8.0 million and $27.6 million, respectively, in merger-related litigation costs. The total merger-related litigation costs for Fiscal 2008 of $27.6 million were tax deductible in Fiscal 2009 and resulted in a permanent tax benefit reflected as a component of income tax expense. For additional information, see the “Merger-Related Litigation” section in Note 15.

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Notes to Consolidated Financial Statements
Note 4
Acquisitions and Intangible Assets
 
Sports Fan-Attic Acquisition
In the fourth quarter of Fiscal 2010, the Company’s Hat World subsidiary acquired the assets of Sports Fan-Attic, a retailer of licensed sports headwear, apparel, accessories and novelties, with 37 stores in seven states as of January 30, 2010, for a preliminary purchase price of $13.9 million plus assumed debt of $1.6 million with $4.5 million of that amount withheld until satisfaction of certain closing contingencies. Subsequently, in February 2010, $3.0 million of the $4.5 million was paid. The Company allocated $6.2 million of the purchase price to goodwill. Finite-lived intangibles include $1.4 million for trademarks, a $0.4 million asset and a $1.1 million liability to reflect the adjustment of acquired leases to market and $0.1 million for a non-compete agreement. The weighted average amortization period for the asset to adjust acquired leases to market is 4.7 years. The goodwill related to Sports Fan-Attic is deductible for tax purposes.
Great Plains Sports Acquisition
In the third quarter of Fiscal 2010, the Impact Sports division of Hat World acquired the assets of Great Plains Sports of St. Paul, Minnesota, for a preliminary purchase price of $2.9 million plus assumed debt of $1.1 million with $0.6 million withheld until satisfaction of certain closing contingencies. Great Plains Sports is a dealer of branded athletic and team products for colleges, high schools, corporations and youth organizations and also operates a sporting goods store in St. Paul, Minnesota. The Company allocated $1.1 million of the purchase price to goodwill. Finite-Lived intangibles include $1.5 million for a customer list and $0.1 million for non-compete agreements. The goodwill related to Great Plains Sports is deductible for tax purposes.
Impact Sports Acquisition
In the fourth quarter of Fiscal 2009, Hat World acquired the assets of Impact Sports, a dealer of branded athletic and team products for college and high school teams, for a purchase price of $5.1 million plus assumed debt of $1.3 million funded from borrowings under the Credit Facility. The Company allocated $4.0 million of the purchase price to goodwill. Finite-lived intangibles include $1.0 million for customer relationships and $0.2 million for non-compete agreements. The goodwill related to Impact Sports is deductible for tax purposes.
Other intangibles by major classes were as follows:
                                                                 
                                    Non-Compete        
    Leases     Customer Lists     Agreements     Total  
    Jan. 30,     Jan. 31,     Jan. 30,     Jan. 31,     Jan. 30,     Jan. 31,     Jan. 30,     Jan. 31,  
(In Thousands)   2010     2009     2010     2009     2010     2009     2010     2009  
 
Gross other intangibles
    9,267       8,847       2,790       1,290       408       195       12,465       10,332  
Accumulated amortization
    (8,074 )     (7,590 )     (461 )     (309 )     (260 )     (57 )     (8,795 )     (7,956 )
 
Net Other Intangibles
    1,193       1,257       2,329       981       148       138       3,670       2,376  
 
The amortization of intangibles was $0.9 million, $0.8 million and $1.3 million for Fiscal 2010, 2009 and 2008, respectively. The amortization of intangibles will be $1.1 million, $0.9 million, $0.8 million, $0.7 million and $0.6 million for Fiscal 2011, 2012, 2013, 2014 and 2015, respectively.

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Notes to Consolidated Financial Statements
Note 5
Restructuring and Other Charges and Discontinued Operations
 
Restructuring and Other Charges
In accordance with Company policy, assets are determined to be impaired when the revised estimated future cash flows are insufficient to recover the carrying costs. Impairment charges represent the excess of the carrying value over the fair value of those assets.
Asset impairment charges are reflected as a reduction of the net carrying value of property and equipment, and in restructuring and other, net in the accompanying Consolidated Statements of Operations.
The Company recorded a pretax charge to earnings of $13.5 million in Fiscal 2010. The charge reflected in restructuring and other, net included $13.3 million for retail store asset impairments and $0.4 million for lease terminations offset by $0.3 million for other legal matters. Also included in the charge was $0.1 million in excess markdowns related to the lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations.
The Company recorded a total pretax charge to earnings of $7.7 million in Fiscal 2009. The charge reflected in restructuring and other, net included $8.6 million of charges for retail store asset impairments, $1.6 million for lease terminations and $1.1 million for other legal matters, offset by a $3.8 million gain from a lease termination transaction. Also included in the charge was $0.2 million in excess markdowns related to the store lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations.
The Company recorded a total pretax charge to earnings of $10.6 million in Fiscal 2008. The charge reflected in restructuring and other, net included $8.7 million of charges for retail store asset impairments and $1.5 million for lease terminations, offset by $0.5 million in excise tax refunds and an antitrust settlement. Also included in the charge was $0.9 million in excess markdowns related to the lease terminations which is reflected in cost of sales on the Consolidated Statements of Operations.

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Notes to Consolidated Financial Statements
Note 5
Restructuring and Other Charges and Discontinued Operations, Continued
 
Discontinued Operations
For the year ended January 30, 2010, the Company recorded an additional charge to earnings of $0.5 million ($0.3 million net of tax) reflected in discontinued operations, including $0.8 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.3 million gain for excess provisions to prior discontinued operations (see Note 15).
For the year ended January 31, 2009, the Company recorded an additional charge to earnings of $9.0 million ($5.5 million net of tax) reflected in discontinued operations, including $9.4 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.4 million gain for excess provisions to prior discontinued operations (see Note 15).
For the year ended February 2, 2008, the Company recorded an additional charge to earnings of $2.6 million ($1.6 million net of tax) reflected in discontinued operations, including $2.9 million primarily for anticipated costs of environmental remedial alternatives related to former facilities operated by the Company offset by a $0.3 million gain for excess provisions to prior discontinued operations (see Note 15).
         
Accrued Provision for Discontinued Operations  
    Facility  
    Shutdown  
In thousands   Costs  
 
Balance February 2, 2008
  $ 7,494  
Additional provision Fiscal 2009
    9,006  
Charges and adjustments, net
    (932 )
 
Balance January 31, 2009
    15,568  
Additional provision Fiscal 2010
    452  
Charges and adjustments, net
    (606 )
 
Balance January 30, 2010*
    15,414  
Current provision for discontinued operations
    9,366  
 
Total Noncurrent Provision for Discontinued Operations
  $ 6,048  
 
  Includes a $15.9 million environmental provision, including $9.9 million in current provision for discontinued operations.

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Notes to Consolidated Financial Statements
Note 6
Inventories
 
                 
    January 30,     January 31,  
In thousands   2010     2009  
 
Raw materials
  $ 5,415     $ 2,059  
Wholesale finished goods
    22,383       44,155  
Retail merchandise
    263,176       259,864  
 
Total Inventories
  $ 290,974     $ 306,078  
 
Note 7
Fair Value
 
The Company adopted the Fair Value Measurements and Disclosures Topic of the Codification as of February 3, 2008, with the exception of the application of the topic to non-recurring, nonfinancial assets and liabilities. The adoption did not have a material impact on the Company’s results of operations or financial position. This Topic defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. In February 2008, the FASB issued an amendment to the Fair Value Topic, to delay the effective date for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). The Company adopted the amendment as of February 1, 2009.
The Fair Value Measurements and Disclosures Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

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Notes to Consolidated Financial Statements
Note 7
Fair Value, Continued
 
The following table presents the Company’s assets and liabilities measured at fair value on a nonrecurring basis as of January 30, 2010 aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):
                                         
    Long-Lived Assets                             Total  
    Held and Used     Level 1     Level 2     Level 3     Losses  
Measured as of May 2, 2009
  $ 1,114     $     $     $ 1,114     $ 4,467  
Measured as of August 1, 2009
  $ 1,430     $     $     $ 1,430     $ 3,372  
Measured as of October 31, 2009
  $ 1,275     $     $     $ 1,275     $ 2,594  
Measured as of January 30, 2010
  $ 1,227     $     $     $ 1,227     $ 2,879  
In accordance with the Property, Plant and Equipment Topic of the Codification, the Company recorded $13.3 million of impairment charges as a result of the fair value measurement of its long-lived assets held and used on a nonrecurring basis during the twelve months ended January 30, 2010. These charges are reflected in restructuring and other, net on the Consolidated Statements of Operations.
The Company used a discounted cash flow model to estimate the fair value of these long-lived assets at January 30, 2010. Discount rate and growth rate assumptions are derived from current economic conditions, expectations of management and projected trends of current operating results. As a result, the Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs that fall within Level 3 of the fair value hierarchy.

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Notes to Consolidated Financial Statements
Note 8
Long-Term Debt
 
                 
In thousands   2010     2009  
 
4 1/8% convertible subordinated debentures due June 2023
  $ -0-     $ 86,220  
Debt discount on 4 1/8% convertible subordinated debentures
    -0-       (4,785 )
Revolver borrowings
    -0-       32,300  
 
Total long-term debt
    -0-       113,735  
Current portion
    -0-       -0-  
 
Total Noncurrent Portion of Long-Term Debt*
  $ -0-     $ 113,735  
 
*   The Company adopted the provisions of the FASB’s Debt with Conversion and Other Options Sub-Topic of the Codification for its Debentures as of February 1, 2009. The impact of the adoption is discussed in more detail in Note 2.
Long-term debt maturing during each of the next five years ending January is zero for each year.
Credit Facility:
On December 1, 2006, the Company entered into an Amended and Restated Credit Agreement (the “Credit Facility”) by and among the Company, certain subsidiaries of the Company party thereto, as other borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent. The Credit Facility expires December 1, 2011. The Credit Facility replaced the Company’s $105.0 million revolving credit facility.
Deferred financing costs incurred of $1.2 million related to the Credit Facility were capitalized and are being amortized over four years. These costs are included in other non-current assets on the Consolidated Balance Sheets.
The Company did not have any revolver borrowings outstanding under the Credit Facility at January 30, 2010. The Company had outstanding letters of credit of $11.0 million under the facility at January 30, 2010. These letters of credit support product purchases and lease and insurance indemnifications.

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Notes to Consolidated Financial Statements
Note 8
Long-Term Debt, Continued
 
The material terms of the Credit Facility are as follows:
Availability
The Credit Facility is a revolving credit facility in the aggregate principal amount of $200.0 million, with a $20.0 million swingline loan sublimit and a $70.0 million sublimit for the issuance of standby letters of credit, and has a five-year term. Any swingline loans and letters of credit will reduce the availability under the Credit Facility on a dollar-for-dollar basis. In addition, the Company has an option to increase the availability under the Credit Facility by up to $100.0 million (in increments no less than $25.0 million) subject to, among other things, the receipt of commitments for the increased amount. The aggregate amount of the loans made and letters of credit issued under the Restated Credit Agreement shall at no time exceed the lesser of the facility amount ($200.0 million or, if increased at the Company’s option, up to $300.0 million) or the “Borrowing Base”, which generally is based on 85% of eligible inventory plus 85% of eligible accounts receivable less applicable reserves.
Collateral
The loans and other obligations under the Credit Facility are secured by substantially all of the presently owned and hereafter acquired non-real estate assets of the Company and certain subsidiaries of the Company.
Interest and Fees
The Company’s borrowings under the Credit Facility bear interest at varying rates that, at the Company’s option, can be based on either:
  a base rate generally defined as the sum of the prime rate of Bank of America, N.A. and an applicable margin.
 
  a LIBO rate generally defined as the sum of LIBOR (as quoted on the British Banking Association Telerate Page 3750) and an applicable margin.
The initial applicable margin for base rate loans was 0.00%, and the initial applicable margin for LIBOR loans was 1.00%. Thereafter, the applicable margin will be subject to adjustment based on “Excess Availability” for the prior quarter. As of January 30, 2010, the margin for LIBOR loans was 1.00%. The term “Excess Availability” means, as of any given date, the excess (if any) of the Borrowing Base over the outstanding credit extensions under the Credit Facility.
Interest on the Company’s borrowings is payable monthly in arrears for base rate loans and at the end of each interest rate period (but not less often than quarterly) for LIBOR loans.

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Notes to Consolidated Financial Statements
Note 8
Long-Term Debt, Continued
 
The Company is also required to pay a commitment fee on the difference between committed amounts and the aggregate amount (including the aggregate amount of letters of credit) of the credit extensions outstanding under the Credit Facility, which initially was 0.25% per annum, subject to adjustment in the same manner as the applicable margins for interest rates.
Certain Covenants
The Company is not required to comply with any financial covenants unless Adjusted Excess Availability is less than 10% of the total commitments under the Credit Facility (currently $20.0 million). The term “Adjusted Excess Availability” means, as of any given date, the excess (if any) of (a) the lesser of the total commitments under the Credit Facility and the Borrowing Base over (b) the outstanding credit extensions under the Credit Facility. If and during such time as Adjusted Excess Availability is less than such amount, the Credit Facility requires the Company to meet a minimum fixed charge coverage ratio (EBITDA less capital expenditures less cash taxes divided by cash interest expense and scheduled payments of principal indebtedness) of 1.00 to 1.00. Because Adjusted Excess Availability exceeded $20.0 million, the Company was not required to comply with this financial covenant at January 30, 2010.
In addition, the Credit Facility contains certain covenants that, among other things, restrict additional indebtedness, liens and encumbrances, loans and investments, acquisitions, dividends and other restricted payments, transactions with affiliates, asset dispositions, mergers and consolidations, prepayments or material amendments of other indebtedness and other matters customarily restricted in such agreements.
Cash Dominion
The Credit Facility also contains cash dominion provisions that apply in the event that the Company’s Adjusted Excess Availability fails to meet certain thresholds or there is an event of default under the Credit Facility.
Events of Default
The Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts and change in control.
Certain of the lenders under the Credit Facility or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.

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Notes to Consolidated Financial Statements
Note 8
Long-Term Debt, Continued
 
4 1/8% Convertible Subordinated Debentures due 2023:
On June 24, 2003 and June 26, 2003, the Company issued a total of $86.3 million of 4 1/8% Convertible Subordinated Debentures (the “Debentures”) due June 15, 2023. The Debentures were convertible at the option of the holders into shares of the Company’s common stock, par value $1.00 per share: (1) in any quarter in which the price of its common stock issuable upon conversion of a Debenture reached 120% or more of the conversion price ($24.07 or more) for 10 of the last 30 trading days of the immediately preceding fiscal quarter, (2) if specified corporate transactions occurred or (3) if the trading price for the Debentures fell below certain thresholds. Upon conversion, the Company would have the right to deliver, in lieu of its common stock, cash or a combination of cash and shares of its common stock. Subject to the above conditions, each $1,000 principal amount of Debentures was convertible into 49.8462 shares (equivalent to a conversion price of $20.06 per share of common stock) subject to adjustment. There were $30,000 of debentures converted to 1,356 shares of common stock during Fiscal 2008.
On April 29, 2009, the Company entered into separate exchange agreements whereby it acquired and retired $56.4 million in aggregate principal amount ($51.3 million fair value) of its Debentures due June 15, 2023 in exchange for the issuance of 3,066,713 shares of its common stock, which include 2,811,575 shares that were reserved for conversion of the Debentures and 255,138 additional inducement shares, and a cash payment of approximately $0.9 million. The inducement was not deductible for tax purposes. During the fourth quarter of Fiscal 2010, holders of an aggregate of $21.04 million principal amount of its 4 1/8% Convertible Subordinated Debentures were converted to 1,048,764 shares of common stock pursuant to separate conversion agreements which provided for payment of an aggregate of $0.3 million to induce conversion. On November 4, 2009, the Company issued a notice of redemption to the remaining holders of the $8.775 million outstanding 4 1/8% Convertible Subordinated Debentures. As permitted by the Indenture, holders of all except $1,000 in principal amount of the remaining Debentures converted their Debentures to 437,347 shares of common stock prior to the redemption date of December 3, 2009. As a result of the exchange agreements and conversions, the Company recognized a loss on the early retirement of debt of $5.5 million in Fiscal 2010, reflected on the Consolidated Statements of Operations. After the exchanges and conversions there was zero aggregate principal amount of Debentures outstanding.

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Notes to Consolidated Financial Statements
Note 8
Long-Term Debt, Continued
 
The Company paid cash interest on the debentures at an annual rate of 4.125% of the principal amount at issuance, payable on June 15 and December 15 of each year, commencing on December 15, 2003. The Company was required to pay contingent interest (in the amounts set forth in the Debentures) to holders of the Debentures during any six-month period from and including an interest payment date to, but excluding, the next interest payment date, commencing with the six-month period ending December 15, 2008, if the average trading price of the Debentures for the five consecutive trading day measurement period immediately preceding the applicable six-month period equaled 120% or more of the principal amount of the Debentures. This contingency was satisfied during the six-month period ended December 15, 2008. As a result, the Company paid $0.1 million in contingent interest on December 15, 2008. No contingent interest was paid with the June 15, 2009 interest payment.
Deferred financing costs of $2.9 million relating to the issuance were initially capitalized and being amortized over seven years. As a result of adoption of the FASB’s Debt with Conversion and Other Options Sub-Topic of the Codification, $0.7 million was reclassified from deferred note expense to additional paid-in capital. Due to the exchanges and conversions, deferred financing costs of $0.3 million were written off and included in loss on early retirement of debt in the Consolidated Statements of Operations.

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Notes to Consolidated Financial Statements
Note 9
Commitments Under Long-Term Leases
 
Operating Leases
The Company leases its office space and all of its retail store locations and transportation equipment under various noncancelable operating leases. The leases have varying terms and expire at various dates through 2024. The store leases typically have initial terms of between 5 and 10 years. Generally, most of the leases require the Company to pay taxes, insurance, maintenance costs and contingent rentals based on sales. Approximately 2% of the Company’s leases contain renewal options.
Rental expense under operating leases of continuing operations was:
                         
In thousands   2010   2009   2008
 
Minimum rentals
  $ 159,553     $ 156,241     $ 145,763  
Contingent rentals
    4,780       3,722       4,221  
Sublease rentals
    (652 )     (763 )     (806 )
 
Total Rental Expense
  $ 163,681     $ 159,200     $ 149,178  
 
Minimum rental commitments payable in future years are:
         
Fiscal Years   In Thousands  
 
2011
  $ 167,739  
2012
    156,424  
2013
    142,148  
2014
    129,605  
2015
    116,569  
Later years
    264,327  
 
Total Minimum Rental Commitments
  $ 976,812  
 
For leases that contain predetermined fixed escalations of the minimum rentals, the related rental expense is recognized on a straight-line basis and the cumulative expense recognized on the straight-line basis in excess of the cumulative payments is included in deferred rent and other long-term liabilities on the Consolidated Balance Sheets. The Company occasionally receives reimbursements from landlords to be used towards construction of the store the Company intends to lease. Leasehold improvements are recorded at their gross costs including items reimbursed by landlords. The reimbursements are amortized as a reduction of rent expense over the initial lease term. Tenant allowances of $22.1 million and $24.6 million for Fiscal 2010 and 2009, respectively, and deferred rent of $31.1 million and $29.0 million for Fiscal 2010 and 2009, respectively, are included in deferred rent and other long-term liabilities on the Consolidated Balance Sheets.

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Notes to Consolidated Financial Statements
Note 10
Shareholders’ Equity
 

Non-Redeemable Preferred Stock
                                                                         
                                                            Common        
    Shares     Number of Shares     Amounts in Thousands     Convertible     No. of  
Class           (In order of preference)*   Authorized     2010     2009     2008     2010     2009     2008     Ratio     Votes  
 
Subordinated Serial Preferred (Cumulative)
                                                                       
Aggregate
    3,000,000 **                                         N/A       N/A  
$2.30 Series 1
    64,368       33,497       33,538       33,658     $ 1,340     $ 1,342     $ 1,346       .83       1  
$4.75 Series 3
    40,449       12,326       12,326       12,326       1,233       1,233       1,233       2.11       2  
$4.75 Series 4
    53,764       3,579       3,579       3,579       358       358       358       1.52       1  
Series 6
    800,000       -0-       -0-       -0-       -0-       -0-       -0-               100  
$1.50 Subordinated Cumulative Preferred
    5,000,000       30,067       30,017       30,017       902       900       900               1  
 
 
            79,469       79,460       79,580       3,833       3,833       3,837                  
Employees’ Subordinated
                                                                       
Convertible Preferred
    5,000,000       50,350       50,079       54,825       1,510       1,502       1,645       1.00 ***     1  
 
Stated Value of Issued Shares
                                    5,343       5,335       5,482                  
Employees’ Preferred Stock Purchase Accounts
                                    (123 )     (132 )     (144 )                
 
Total Non-Redeemable Preferred Stock
                                  $ 5,220     $ 5,203     $ 5,338                  
 
*   In order of preference for liquidation and dividends.
 
**   The Company’s charter permits the board of directors to issue Subordinated Serial Preferred Stock in as many series, each with as many shares and such rights and preferences as the board may designate.
 
***   Also convertible into one share of $1.50 Subordinated Cumulative Preferred Stock.
Preferred Stock Transactions
                                 
                    Employees’        
            Non-Redeemable     Preferred     Total  
    Non-Redeemable     Employees’     Stock     Non-Redeemable  
    Preferred     Preferred     Purchase     Preferred  
In thousands   Stock     Stock     Accounts     Stock  
 
Balance February 3, 2007
  $ 5,026     $ 1,750     $ (174 )   $ 6,602  
 
Conversion of Series 3
    (533 )     -0-       -0-       (533 )
Conversion of Series 4
    (561 )     -0-       -0-       (561 )
Other
    (95 )     (105 )     30       (170 )
 
Balance February 2, 2008
    3,837       1,645       (144 )     5,338  
 
Other
    (4 )     (143 )     12       (135 )
 
Balance January 31, 2009
    3,833       1,502       (132 )     5,203  
 
Other
    -0-       8       9       17  
 
Balance January 30, 2010
  $ 3,833     $ 1,510     $ (123 )   $ 5,220  
 
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 plus accumulated dividends; liquidation value for Series 1 is $40 per share plus accumulated dividends and for Series 3 and 4 is $100 per share plus accumulated dividends.

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Notes to Consolidated Financial Statements
Note 10
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 are 88 times the average quarterly per share dividend paid on common stock for the previous eight quarters (if any), but in no event less than $30 per share plus accumulated dividends.
Employees’ Subordinated Convertible Preferred Stock:
Stated and liquidation values are 88 times the average quarterly per share dividend paid on common stock for the previous eight quarters (if any), but in no event less than $30 per share.
Common Stock:
Common stock-$1 par value. Authorized: 80,000,000 shares; issued: January 30, 2010 — 24,562,693 shares; January 31, 2009 —19,731,979 shares. There were 488,464 shares held in treasury at January 30, 2010 and January 31, 2009. Each outstanding share is entitled to one vote. At January 30, 2010, common shares were reserved as follows: 109,635 shares for conversion of preferred stock; 815,431 shares for the 1996 Stock Incentive Plan; 180,149 shares for the 2005 Stock Incentive Plan; 817,376 shares for the 2009 Stock Incentive Plan; and 322,848 shares for the Genesco Employee Stock Purchase Plan.
For the year ended January 30, 2010, 28,500 shares of common stock were issued for the exercise of stock options at an average weighted market price of $14.04, for a total of $0.4 million; 383,745 shares of common stock were issued as restricted shares as part of the 2009 Equity Incentive Plan; 4,350 shares of common stock were issued for the purchase of shares under the Employee Stock Purchase Plan at an average weighted market price of $22.87, for a total of $0.1 million; 21,204 shares were issued to directors for no consideration; 65,299 shares were withheld for taxes on restricted stock vested in Fiscal 2010; 11,951 shares of restricted stock were forfeited in Fiscal 2010; 4,552,824 shares of common stock were issued in conversions of the Debentures; and 2,341 shares were issued in miscellaneous conversions of Series 1 and Employees’ Subordinated Convertible Preferred Stock. The 28,500 options exercised were all fixed stock options (see Note 14). In addition, the Company repurchased and retired 85,000 shares of common stock at an average weighted market price of $23.84 for a total of $2.0 million.

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Notes to Consolidated Financial Statements
Note 10
Shareholders’ Equity, Continued
 
For the year ended January 31, 2009, 82,868 shares of common stock were issued for the exercise of stock options at an average weighted market price of $17.35, for a total of $1.4 million; 397,273 shares of common stock were issued as restricted shares as part of the 2005 Equity Incentive Plan; 1,711 shares of common stock were issued for the purchase of shares under the Employee Stock Purchase Plan at an average weighted market price of $31.81, for a total of $0.1 million; 18,792 shares were issued to directors for no consideration; 52,969 shares were withheld for taxes on restricted stock vested in Fiscal 2009; 5,189 shares of restricted stock were forfeited in Fiscal 2009; and 4,752 shares were issued in miscellaneous conversions of Series 1 and Employees’ Subordinated Convertible Preferred Stock. The 82,868 options exercised were all fixed stock options (see Note 14). In addition, the Company repurchased and retired 4,000,000 shares of common stock at an average weighted market price of $22.73 for a total of $90.9 million.
For the year ended February 2, 2008, 32,751 shares of common stock were issued for the exercise of stock options at an average weighted market price of $17.83, for a total of $0.6 million; 3,547 shares of common stock were issued as restricted shares as part of the 2005 Equity Incentive Plan; 4,813 shares of common stock were issued for the purchase of shares under the Employee Stock Purchase Plan at an average weighted market price of $43.82, for a total of $0.2 million; 6,761 shares were issued to directors for no consideration; 19,397 shares were withheld for taxes on restricted stock vested in Fiscal 2008; 686 shares of restricted stock were forfeited in Fiscal 2008; and 26,494 shares were issued in miscellaneous conversions of Series 1, Series 3, Series 4, Employees’ Subordinated Convertible Preferred Stock and Debentures. The 32,751 options exercised were all fixed stock options (see Note 14).
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 Credit Facility prohibits the payment of dividends and other restricted payments unless after such dividend or restricted payment availability under the Credit Facility exceeds $50.0 million or if availability is between $30.0 million and $50.0 million, the Company’s fixed charge coverage must be greater than 1.0 to 1.0. The Company’s management does not believe its availability under the Credit Facility will fall below $50.0 million during Fiscal 2011.
Dividends declared for Fiscal 2010 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 $198,000 in the aggregate.

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Notes to Consolidated Financial Statements
Note 10
Shareholders’ Equity, Continued
 
Changes in the Shares of the Company’s Capital Stock
                         
            Non-        
            Redeemable     Employees’  
    Common     Preferred     Preferred  
    Stock     Stock     Stock  
 
Issued at February 3, 2007
    23,230,458       92,906       58,328  
Exercise of options
    32,751       -0-       -0-  
Issue restricted stock
    3,547       -0-       -0-  
Issue shares — Employee Stock Purchase Plan
    4,813       -0-       -0-  
Conversion of Series 3 preferred stock
    11,251       (5,334 )     -0-  
Conversion of Series 4 preferred stock
    8,519       (5,605 )     -0-  
Other
    (6,598 )     (2,387 )     (3,503 )
 
Issued at February 2, 2008
    23,284,741       79,580       54,825  
Exercise of options
    82,868       -0-       -0-  
Issue restricted stock
    397,273       -0-       -0-  
Issue shares — Employee Stock Purchase Plan
    1,711       -0-       -0-  
Shares repurchased
    (4,000,000 )     -0-       -0-  
Other
    (34,614 )     (120 )     (4,746 )
 
Issued at January 31, 2009
    19,731,979       79,460       50,079  
Exercise of options
    28,500       -0-       -0-  
Issue restricted stock
    404,949       -0-       -0-  
Issue shares — Employee Stock Purchase Plan
    4,350       -0-       -0-  
Conversion of 4 1/8% Debentures
    4,552,824       -0-       -0-  
Shares repurchased
    (85,000 )     -0-       -0-  
Other
    (74,909 )     9       271  
 
Issued at January 30, 2010
    24,562,693       79,469       50,350  
Less shares repurchased and held in treasury
    488,464       -0-       -0-  
 
Outstanding at January 30, 2010
    24,074,229       79,469       50,350  
 

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Notes to Consolidated Financial Statements
Note 11
Income Taxes
 
Income tax expense from continuing operations is comprised of the following:
                         
In thousands   2010     2009     2008  
 
Current
                       
U.S. federal
  $ 14,261     $ 73,781     $ 30,625  
Foreign
    1,680       1,837       1,351  
State
    1,781       12,228       4,954  
 
Total Current Income Tax Expense
    17,722       87,846       36,930  
 
Deferred
                       
U.S. federal
    4,943       5,429       (11,655 )
Foreign
    -0-       324       (230 )
State
    (1,263 )     896       (1,899 )
 
Total Deferred Income Tax Expense (Benefit)
    3,680       6,649       (13,784 )
 
Total Income Tax Expense — Continuing Operations
  $ 21,402     $ 94,495     $ 23,146  
 
Discontinued operations were recorded net of income tax benefit of approximately ($0.2) million, ($3.5) million and $(1.0) million in Fiscal 2010, 2009 and 2008, respectively.
As a result of the exercise of stock options and vesting of restricted stock during Fiscal 2010, 2009 and 2008, the Company realized an additional income tax (expense) benefit of approximately ($0.7) million, ($0.6) million and $0.7 million, respectively. These tax benefits (expenses) are reflected as an adjustment to either additional paid-in capital or deferred tax asset.

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Notes to Consolidated Financial Statements
Note 11
Income Taxes, Continued
 
Deferred tax assets and liabilities are comprised of the following:
                 
    January 30,     January 31,  
In thousands   2010     2009  
 
Identified intangibles
  $ (20,011 )   $ (20,317 )
Prepaids
    (2,386 )     (2,329 )
Convertible bonds
    (3,011 )     (11,879 )
 
Total deferred tax liabilities
    (25,408 )     (34,525 )
 
Options
    2,027       1,972  
Deferred rent
    10,050       9,768  
Pensions
    6,434       8,595  
Expense accruals
    6,606       4,983  
Uniform capitalization costs
    6,804       4,901  
Book over tax depreciation
    5,444       7,909  
Provisions for discontinued operations and restructurings
    6,594       6,413  
Inventory valuation
    3,471       3,943  
Tax net operating loss and credit carryforwards
    752       141  
Allowances for bad debts and notes
    592       517  
Deferred compensation and restricted stock
    3,580       2,169  
Other
    3,913       3,599  
 
Deferred tax assets
    56,267       54,910  
 
Net Deferred Tax Assets
  $ 30,859     $ 20,385  
 
The deferred tax balances have been classified in the Consolidated Balance Sheets as follows:
                 
    2010     2009  
 
Net current asset
  $ 17,314     $ 15,083  
Net non-current asset
    13,545       5,302  
 
Net Deferred Tax Assets
  $ 30,859     $ 20,385  
 

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Notes to Consolidated Financial Statements
Note 11
Income Taxes, Continued
 
Reconciliation of the United States federal statutory rate to the Company’s effective tax rate from continuing operations is as follows:
                         
    2010     2009     2008  
 
U. S. federal statutory rate of tax
    35.00 %     35.00 %     35.00 %
State taxes (net of federal tax benefit)
    1.05       3.47       6.40  
Transaction costs
          (3.68 )     32.66  
Bond costs
    4.7              
Permanent items
    .75       3.28       2.20  
Other
    .89       (.37 )     1.10  
 
Effective Tax Rate
    42.39 %     37.70 %     77.36 %
 
The provision for income taxes resulted in an effective tax rate for continuing operations of 42.4% for Fiscal 2010, compared with an effective tax rate of 37.7% for Fiscal 2009. The increase in the effective tax rate for Fiscal 2010 was primarily attributable to the non-deductibility of certain items incurred in connection with the inducement of the conversion of the Debentures for common stock this year and by the deduction last year of prior period merger-related expenses that became deductible upon termination of the Finish Line merger agreement. This was offset by an income tax liability on an increase in value of shares of common stock received in the settlement of litigation with The Finish Line that had no corresponding income in the financial statements. In addition, last year’s effective rate was lower due to a $1.2 million reduction in tax liabilities from an agreement reached on a state income tax contingency.
As of January 30, 2010, January 31, 2009 and February 2, 2008, the Company had state net operating loss carryforwards of $0.4 million, $0 and $5.8 million, respectively, which expire in fiscal years 2015 through 2030.
As of January 30, 2010, January 31, 2009 and February 2, 2008, the Company had state tax credits of $0.1 million, $0.1 million and $0, respectively. These credits expire in fiscal year 2024.
As of January 30, 2010, January 31, 2009 and February 2, 2008, the Company had foreign tax credits of $0.4 million, $0.1 million and $0.7 million, respectively. These credits will expire in fiscal year 2020.
Management believes a valuation allowance is not necessary because it is more likely than not that the Company will ultimately utilize the credits and other deferred tax assets based on existing carryback ability and expectations as to future taxable income in the jurisdictions in which it operates.

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Notes to Consolidated Financial Statements
Note 11
Income Taxes, Continued
 
As of January 30, 2010, the Company has not provided for withholding or United States federal income taxes on approximately $4.7 million of accumulated undistributed earnings of its foreign Canadian subsidiary as they are considered by management to be permanently reinvested. If these undistributed earnings were not considered to be permanently reinvested, approximately $1.9 million deferred income taxes would have been provided.
The methodology in the Income Tax Topic of the Codification prescribes that a company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold should be measured in order to determine the tax benefit to be recognized in the financial statements.
The Company adopted this methodology as of February 4, 2007. As a result of the adoption, the Company recognized a $4.3 million increase in the liability for unrecognized tax benefits which, as required, was accounted for as a reduction to the February 4, 2007 balance of retained earnings.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for Fiscal 2010, 2009 and 2008.
                         
In thousands   2010     2009     2008  
 
Unrecognized Tax Benefit — Beginning of Period
  $ 13,456     $ 4,899     $ 8,175  
Gross Increases (Decreases) — Tax Positions in a Prior Period
    4,306       (214 )     (3,370 )
Gross Increases — Tax Positions in a Current Period
    327       10,229       414  
Settlements
    (445 )     (1,184 )     (247 )
Lapse of Statutes of Limitations
    (640 )     (274 )     (73 )
 
Unrecognized Tax Benefit — End of Period
  $ 17,004     $ 13,456       $4,899  
 
In addition, the following information is required to be provided:
    Unrecognized tax benefits were approximately $17.0 million, $13.5 million and $4.9 million as of January 30, 2010, January 31, 2009 and February 2, 2008, respectively. The entire amount of unrecognized tax benefits as of January 30, 2010, January 31, 2009 and February 2, 2008 would impact the annual effective rate if recognized. The amount of unrecognized tax benefits may change during the next twelve months, but the Company does not believe the change, if any, will be material to the Company’s consolidated financial position or results of operations.

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Notes to Consolidated Financial Statements
Note 11
Income Taxes, Continued
 
    The Company recognizes interest expense and penalties related to the above unrecognized tax benefits within income tax expense on the Consolidated Statements of Operations. Related to the uncertain tax benefits noted above, the Company accrued interest and penalties of approximately $0.8 million and ($0.1) million, respectively, during Fiscal 2010, $0.2 million and ($0.3), respectively, during Fiscal 2009 and $0.5 million and $4,000, respectively, during Fiscal 2008. The Company recognized a liability for accrued interest and penalities of $2.3 million and $0.4 million, respectively, as of January 30, 2010 and $1.5 million and $0.5 million, respectively, as of January 31, 2009, included in deferred rent and other long-term liabilities on the Consolidated Balance Sheets.
 
    Income tax reserves are determined using the methodology required by the Income Tax Topic of the Codification.
 
    The Company and its subsidiaries file income tax returns in federal and in many state and local jurisdictions as well as foreign jurisdictions. With a few exceptions, the Company’s state and local income tax returns for fiscal years 2006 and beyond remain subject to examination. In addition, the Company has subsidiaries in various foreign jurisdictions that have statutes of limitation generally ranging from three to six years. The Company is currently under audit by the Internal Revenue Service for Fiscal 2005 through 2009, and has filed a statute waiver for Fiscal 2005.

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Notes to Consolidated Financial Statements
Note 12
Defined Benefit Pension Plans and Other Postretirement Benefit Plans
Defined Benefit Pension Plans
The Company sponsored a non-contributory, defined benefit pension plan. As of 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 the participant’s cash balance account under the new formula. Effective January 1, 2005, the Company froze the defined benefit cash balance plan which prevents any new entrants into the plan as of that date as well as affects the amounts credited to the participants’ accounts as discussed below.
Under the cash balance formula, beginning January 1, 1996, the Company credited 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 was 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 was inactive would be credited with interest at the lesser of 7% or the 30 year Treasury rate. Under the frozen plan, each participants’ cash balance plan account will be credited annually only with interest at the 30 year Treasury rate, not to exceed 7%, until the participant retires. The amount credited each year will be based on the rate at the end of the prior year.
Other Postretirement Benefit Plans
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.

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Notes to Consolidated Financial Statements
Note 12
Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
 
Obligations and Funded Status
Change in Benefit Obligation
                                 
    Pension Benefits     Other Benefits  
In thousands   2010     2009     2010     2009  
 
Benefit obligation at beginning of year
  $ 99,436     $ 113,990     $ 3,078     $ 3,073  
Service cost
    250       250       120       134  
Interest cost
    6,562       6,318       170       163  
Adjustment of measurement date*
    -0-       (202 )     -0-       18  
Plan amendments
    -0-       (22 )     -0-       -0-  
Plan participants’ contributions
    -0-       -0-       99       123  
Benefits paid
    (9,319 )     (9,224 )     (267 )     (324 )
Actuarial loss or (gain)
    12,842       (11,674 )     26       (109 )
 
Benefit Obligation at End of Year
  $ 109,771     $ 99,436     $ 3,226     $ 3,078  
 
Change in Plan Assets
                                 
    Pension Benefits     Other Benefits  
In thousands   2010     2009     2010     2009  
 
Fair value of plan assets at beginning of year
  $ 73,468     $ 107,418     $ -0-     $ -0-  
Actual gain (loss) on plan assets
    21,220       (27,977 )     -0-       -0-  
Adjustment of measurement date*
    -0-       (749 )     -0-       -0-  
Employer contributions
    4,000       4,000       168       201  
Plan participants’ contributions
    -0-       -0-       99       123  
Benefits paid
    (9,319 )     (9,224 )     (267 )     (324 )
 
Fair Value of Plan Assets at End of Year
  $ 89,369     $ 73,468     $ -0-     $ -0-  
 
 
                               
Funded Status at End of Year
  $ (20,402 )   $ (25,968 )   $ (3,226 )   $ (3,078 )
 
*   The Company adopted the measurement date change required by the Compensation-Retirement Benefits Topic of the Codification as of January 31, 2009. This update to the Codification required the Company to change the measurement date for its defined benefit pension plan and postretirement benefit plan from December 31 to January 31 (end of fiscal year). As a result of this change, pension expense and actuarial gains/losses for the one-month period ended January 31, 2009 were recognized as adjustments to retained earnings and accumulated other comprehensive loss, respectively, net of tax.

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Notes to Consolidated Financial Statements
Note 12
Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
 
Amounts recognized in the Consolidated Balance Sheets consist of:
                                 
    Pension Benefits     Other Benefits  
In thousands   2010     2009     2010     2009  
 
Noncurrent assets
  $ -0-     $ -0-     $ -0-     $ -0-  
Current liabilities
    -0-       -0-       (278 )     (271 )
Noncurrent liabilities
    (20,402 )     (25,968 )     (2,948 )     (2,807 )
 
Net Amount Recognized
  $ (20,402 )   $ (25,968 )   $ (3,226 )   $ (3,078 )
 
Amounts recognized in accumulated other comprehensive income consist of:
                                 
    Pension Benefits     Other Benefits  
In thousands   2010     2009     2010     2009  
 
Prior service cost
  $ 12     $ 16     $ -0-     $ -0-  
Net loss
    47,718       49,494       41       65  
 
Total Recognized in Accumulated Other Comprehensive Loss
  $ 47,730     $ 49,510     $ 41     $ 65  
 
                 
Pension Benefits   January 30,     January 31,  
In thousands   2010     2009  
Projected benefit obligation
  $ 109,771     $ 99,436  
Accumulated benefit obligation
    109,771       99,436  
Fair value of plan assets
    89,369       73,468  

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Notes to Consolidated Financial Statements
Note 12
Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
 
Components of Net Periodic Benefit Cost
Net Periodic Benefit Cost
                                                 
    Pension Benefits     Other Benefits  
In thousands   2010     2009     2008     2010     2009     2008  
 
Service cost
  $ 250     $ 250     $ 250     $ 120     $ 134     $ 123  
Interest cost
    6,562       6,318       6,451       170       163       159  
Expected return on plan assets
    (8,354 )     (8,569 )     (8,024 )     -0-       -0-       -0-  
Amortization:
                                               
Prior service cost
    4       4       8       -0-       -0-       -0-  
Losses
    1,751       3,361       4,418       50       80       93  
 
Net amortization
    1,755       3,365       4,426       50       80       93  
 
Net Periodic Benefit Cost
  $ 213     $ 1,364     $ 3,103     $ 340     $ 377     $ 375  
 
Reconciliation of Accumulated Other Comprehensive Income
                 
    Pension Benefits     Other Benefits  
In thousands   2010     2010  
 
Net loss (gain)
  $ (24 )   $ (50 )
Amortization of prior service (cost) credit
    (4 )     -0-  
Amortization of net actuarial loss
    (1,751 )     26  
 
Total Recognized in Other Comprehensive Income
  $ (1,779 )   $ (24 )
 
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income
  $ (1,566 )   $ 316  
 
The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $4.5 million and $4,000, respectively. The estimated net loss for the other postretirement benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $0.1 million.

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Notes to Consolidated Financial Statements
Note 12
Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
 
Weighted-average assumptions used to determine benefit obligations
                                 
    Pension Benefits     Other Benefits  
    2010     2009     2010     2009  
 
Discount rate
    5.625 %     6.875 %     5.50 %     6.375 %
Rate of compensation increase
  NA     NA              
For Fiscal 2010 and 2009, the discount rate was based on a yield curve of high quality corporate bonds with cash flows matching the Company’s plans’ expected benefit payments. For Fiscal 2008, the discount rate was based on a hypothetical portfolio of high quality corporate bonds with cash flows matching the Company’s plans’ expected benefit payments.
Weighted-average assumptions used to determine net periodic benefit costs
                                                 
    Pension Benefits     Other Benefits  
    2010     2009     2008     2010     2009     2008  
 
Discount rate
    6.875 %     5.875 %     5.75 %     6.375 %     5.875 %     5.75 %
Expected long-term rate of return on plan assets
    8.25 %     8.25 %     8.25 %                  
Rate of compensation increase
  NA     NA     NA                    
The weighted average discount rate used to measure the benefit obligation for the pension plan decreased from 6.875% to 5.625% from Fiscal 2009 to Fiscal 2010. The decrease in the rate increased the accumulated benefit obligation by $12.3 million and increased the projected benefit obligation by $12.3 million. The weighted average discount rate used to measure the benefit obligation for the pension plan increased from 5.875% to 6.875% from Fiscal 2008 to Fiscal 2009. The increase in the rate decreased the accumulated benefit obligation by $10.0 million and decreased the projected benefit obligation by $10.0 million.
To develop the expected long-term rate of return on assets assumption, the Company considered historical asset returns, the current asset allocation and future expectations. Considering this information, the Company selected an 8.25% long-term rate of return on assets assumption.
Assumed health care cost trend rates at December 31
                 
    2010     2009  
Health care cost trend rate assumed for next year
    10 %     9 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
    5 %     5 %
Year that the rate reaches the ultimate trend rate
    2020       2013  

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Notes to Consolidated Financial Statements
Note 12
Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
 
The effect on disclosed information of one percentage point change in the assumed health care cost trend rate for each future year is shown below.
                 
    1% Increase     1% Decrease  
(In thousands)   in Rates     in Rates  
Aggregated service and interest cost
  $ 45     $ 36  
Accumulated postretirement benefit obligation
  $ 377     $ 314  
Plan Assets
The Company’s pension plan weighted average asset allocations as of January 30, 2010 and January 31, 2009, by asset category are as follows:
                 
    Plan Assets  
    January 30,     January 31,  
    2010     2009  
Asset Category
               
Equity securities
    63 %     58 %
Debt securities
    36 %     41 %
Other
    1 %     1 %
 
           
Total
    100 %     100 %
 
           
The investment strategy of the trust is to ensure over the long-term an asset pool, that when combined with company contributions, will support benefit obligations to participants, retirees and beneficiaries. Investment management responsibilities of plan assets are delegated to outside investment advisers and overseen by an Investment Committee comprised of members of the Company’s senior management that is appointed by the Board of Directors. The Company has an investment policy that provides direction on the implementation of this strategy.
The investment policy establishes a target allocation for each asset class and investment manager. The actual asset allocation versus the established target is reviewed at least quarterly and is maintained within a +/- 5% range of the target asset allocation. Target allocations are 50% domestic equity, 13% international equity, 35% fixed income and 2% cash investments.
All investments are made solely in the interest of the participants and beneficiaries for the exclusive purposes of providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the Trust as determined by the Investment Committee. All assets shall be properly diversified to reduce the potential of a single security or single sector of securities having a disproportionate impact on the portfolio.

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Notes to Consolidated Financial Statements
Note 12
Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
 
The Committee utilizes an outside investment consultant and a team of investment managers to implement its various investment strategies. Performance of the managers is reviewed quarterly and the investment objectives are consistently evaluated.
At January 30, 2010 and January 31, 2009, there were no Company related assets in the plan.
Generally, quoted market prices are used to value pension plan assets. Equities, some fixed income securities, publicly traded investment funds and U.S. government obligations are valued at the closing price reported on the active market on which the individual security is traded.
The following table presents the pension plan assets by level within the fair value hierarchy as of January 30, 2010.
                                 
(In thousands)   Level 1     Level 2     Level 3     Total  
Equity Securities:
                               
Common Stocks
  $ 11,008                 $ 11,008  
Europacific Growth Fund
    11,377                   11,377  
Davis New York Venture Fund
    10,851                   10,851  
Harbor Capital Appreciation Fund
    10,646                   10,646  
Harbor Small Cap Growth Fund
    6,378                   6,378  
Veracity Small Cap Value Fund
    6,299                   6,299  
Debt Securities:
                               
Pimco Long Duration
                               
Total Return Fund
    24,083                   24,083  
Pimco Total Return Fund
    8,135                   8,135  
Other:
                               
Cash Equivalents
    611                   611  
Other (includes receivables and payables)
    (19 )                 (19 )
     
Total Pension Plan Assets
  $ 89,369                 $ 89,369  
     
Cash Flows
Return of Assets
There was no return of assets from the plan to the Company in 2009 and no plan assets are projected to be returned to the Company in 2010.

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Notes to Consolidated Financial Statements
Note 12
Defined Benefit Pension Plans and Other Postretirement Benefit Plans, Continued
 
Contributions
There was no ERISA cash requirement for the plan in 2009 and none is projected to be required in 2010. However, the Company’s current cash policy is to fund the cost of benefits accruing each year (the “normal cost”) plus an amortization of the unfunded accrued liability. The Company made a $4.0 million contribution in February 2010.
Estimated Future Benefit Payments
Expected benefit payments from the trust, including future service and pay, are as follows:
                 
    Pension     Other  
    Benefits     benefits  
Estimated future payments   ($ in millions)     ($ in millions)  
2010
  $ 8.5     $ 0.3  
2011
    8.6       0.3  
2012
    8.4       0.3  
2013
    8.4       0.2  
2014
    8.4       0.2  
2015 — 2019
    40.2       1.1  
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. Concurrent with freezing the defined benefit pension plan effective January 1, 2005, the Company amended the 401(k) savings plan to change the formula for matching contributions. Beginning January 1, 2005, the Company will match 100% of each employee’s contribution of up to 3% of salary and 50% of the next 2% of salary. In addition, for those employees hired before December 31, 2004, who were eligible for the Company’s cash balance retirement plan before it was frozen, the Company will make an additional contribution of 2 1/2% of salary to each employee’s account. Participants are vested immediately in the matching contribution of their accounts. The contribution expense to the Company for the matching program was approximately $3.2 million for Fiscal 2010, $3.1 million for Fiscal 2009 and $3.0 million for Fiscal 2008.

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Notes to Consolidated Financial Statements
Note 13
Earnings Per Share

 
                                                                         
    For the Year Ended     For the Year Ended     For the Year Ended  
    January 30, 2010     January 31, 2009     February 2, 2008  
(In thousands, except   Income     Shares     Per-Share     Income     Shares     Per-Share     Income     Shares     Per-Share  
per share amounts)   (Numerator)     (Denominator)     Amount     (Numerator)     (Denominator)     Amount     (Numerator)     (Denominator)     Amount  
 
 
                                                                       
Earnings from continuing operations
  $ 29,086                     $ 156,219                     $ 6,774                  
Less: Preferred stock dividends
    (198 )                     (198 )                     (217 )                
 
 
                                                                       
Basic EPS
                                                                       
Income available to common shareholders
    28,888       21,471     $ 1.35       156,021       19,235     $ 8.11       6,557       22,441     $ 0.29  
 
                                                                   
Effect of Dilutive Securities
                                                                       
Options
            210                       267                       486          
Convertible preferred stock(1)
    -0-       -0-               153       59               -0-       -0-          
4 1/8% Convertible Subordinated Debentures(2)
    1,911       1,768               4,393       4,298               -0-       -0-          
Employees’ preferred stock(3)
            51                       52                       57          
 
 
                                                                       
Diluted EPS
                                                                       
Income available to common shareholders plus assumed conversions
  $ 30,799       23,500     $ 1.31     $ 160,567       23,911     $ 6.72     $ 6,557       22,984     $ 0.29  
 
 
(1)   The amount of the dividend on the convertible preferred stock per common share obtainable on conversion of the convertible preferred stock is higher than basic earnings per share for Series 4 for Fiscal 2010 and Fiscal 2008, Series 3 for Fiscal 2010 and Fiscal 2008 and Series 1 for Fiscal 2010 and Fiscal 2008. Therefore, conversion of Series 4, Series 3 and Series 1 convertible preferred stock is not reflected in diluted earnings per share for Fiscal 2010 and Fiscal 2008, because it would have been antidilutive. The amount of the dividend on Series 4, Series 3 and Series 1 convertible preferred stock per common share obtainable on conversion of the convertible preferred stock was less than basic earnings per share for Fiscal 2009. Therefore, conversion of Series 4, Series 3 and Series 1 preferred shares were included in diluted earnings per share for Fiscal 2009. The shares convertible to common stock for Series 1, 3 and 4 preferred stock would have been 27,913 and 25,949 and 5,423, respectively, as of January 30, 2010.
 
(2)   The amount of the interest on the convertible subordinated debentures for Fiscal 2008 per common share obtainable on conversion is higher than basic earnings per share, therefore the convertible debentures are not reflected in diluted earnings per share for Fiscal 2008 because it was antidilutive.
 
(3)   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.

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Notes to Consolidated Financial Statements
Note 13
Earnings Per Share, Continued

 
Options to purchase 12,000 shares of common stock at $32.65 per share, 12,000 shares of common stock at $23.97 per share, 60,752 shares of common stock at $23.54 per share, 325,982 shares of common stock at $24.90 per share, 71,428 shares of common stock at $36.40 per share, 1,945 shares of common stock at $40.05 per share, 103,474 shares of common stock at $38.14 per share, 951 shares of common stock at $37.41 per share and 2,351 shares of common stock at $42.82 per share were outstanding at the end of Fiscal 2010 but were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares.
Options to purchase 16,000 shares of common stock at $32.65 per share, 334,250 shares of common stock at $24.90 per share, 74,823 shares of common stock at $36.40 per share, 1,945 shares of common stock at $40.05 per share, 107,490 shares of common stock at $38.14 per share, 951 shares of common stock at $37.41 per share and 2,351 shares of common stock at $42.82 per share were outstanding at the end of Fiscal 2009 but were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares.
Options to purchase 74,918 shares of common stock at $36.40 per share, 2,378 shares of common stock at $40.05 per share, 108,509 shares of common stock at $38.14 per share, 951 shares of common stock at $37.41 per share and 2,351 shares of common stock at $42.82 per share were outstanding at the end of Fiscal 2008 but were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares.
The weighted shares outstanding reflects the effect of stock buy back programs. In a series of authorizations from Fiscal 1999-2003, the Company’s board of directors authorized the repurchase of up to 7.5 million shares. In June 2006, the board authorized an additional $20.0 million in stock repurchases. In August 2006, the board authorized an additional $30.0 million in stock repurchases. The Company did not repurchase any shares during Fiscal 2008. In March 2008, the board authorized up to $100.0 million in stock repurchases primarily funded with the after-tax cash proceeds of the settlement of merger-related litigation with The Finish Line and UBS (see Notes 3 and 15). The Company repurchased 4.0 million shares at a cost of $90.9 million during Fiscal 2009. The Company repurchased 85,000 shares at a cost of $2.0 million during Fiscal 2010, which was not paid at the end of Fiscal 2010 but included in other accrued liabilities on the Consolidated Balance Sheets. In total, the Company has repurchased 12.2 million shares at a cost of $196.3 million from all authorizations as of January 30, 2010. In February 2010, the board increased the total repurchase authorization to $35.0 million.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 14
Share-Based Compensation Plans

 
The Company’s stock-based compensation plans, as of January 30, 2010, are described below. The Company recognizes compensation expense for share-based payments based on the fair value of the awards as required by the Compensation — Stock Compensation Topic of the Codification.
Stock Incentive Plans
The Company has two fixed stock incentive plans. Under the 2009 Equity Incentive Plan (the “2009 Plan”), effective as of June 24, 2009, the Company may grant options, restricted shares, performance awards and other stock-based awards to its employees, consultants and directors for up to 1.2 million shares of common stock. Under the 2005 Equity Incentive Plan (the “2005 Plan”), effective as of June 23, 2005, the Company may grant options, restricted shares and other stock-based awards to its employees and consultants as well as directors for up to 1.0 million shares of common stock. There will be no future awards under the 2005 Equity Incentive Plan. 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% per year.
For Fiscal 2010, 2009 and 2008, the Company recognized share-based compensation cost of $0.4 million, $1.7 million and $3.2 million, respectively, for its fixed stock incentive plans included in selling and administrative expenses in the accompanying Consolidated Statements of Operations. The Company did not capitalize any share-based compensation cost.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 14
Share-Based Compensation Plans, Continued

 
The Compensation — Stock Compensation Topic of the Codification requires that the cash flows resulting from tax benefits for tax deductions in excess of the compensation cost recognized for those options (excess tax benefit) be classified as financing cash flows. Accordingly, the Company classified excess tax benefits of $0.2 million and $0.7 million as financing cash inflows rather than as operating cash inflows on its Consolidated Statement of Cash Flows for Fiscal 2009 and 2008, respectively.
The Company did not grant any shares of fixed stock options in Fiscal 2010 or 2009. The Company granted 2,351 shares of fixed stock options in Fiscal 2008. For Fiscal 2008, the Company estimated the fair value of each option award on the date of grant using a Black-Scholes option pricing model. The Company based expected volatility on historical term structures. The Company based the risk free rate on an interest rate for a bond with a maturity commensurate with the expected term estimate. The Company estimated the expected term of stock options using historical exercise and employee termination experience. The Company does not currently pay a dividend. The following table shows the weighted average assumptions used to develop the fair value estimates for Fiscal 2008:
         
    Fiscal Year
    2008
Volatility
    35.3 %
Risk Free Rate
    4.7 %
Expected Term (years)
    4.7  
Dividend yield
    0.0 %

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 14
Share-Based Compensation Plans, Continued

 
A summary of fixed stock option activity and changes for Fiscal 2010, 2009 and 2008 is presented below:
                                 
                    Weighted-Average   Aggregate Intrinsic
            Weighted-Average   Remaining   Value (in
    Shares   Exercise Price   Contractual Term   thousands)(1)
Outstanding, February 3, 2007
    1,160,786     $ 23.25                  
 
                               
 
                               
Granted
    2,351       42.82                  
Exercised
    (32,751 )     17.83                  
Forfeited
    (712 )     38.14                  
 
                               
 
                               
Outstanding, February 2, 2008
    1,129,674     $ 23.44                  
 
                               
 
                               
Granted
    -0-                        
Exercised
    (82,868 )     17.35                  
Forfeited
    (3,047 )     31.84                  
 
                               
 
                               
Outstanding, January 31, 2009
    1,043,759     $ 23.90                  
 
                               
Granted
    -0-                        
Exercised
    (28,500 )     14.04                  
Forfeited
    (19,679 )     31.16                  
 
                               
 
                               
Outstanding, January 30, 2010
    995,580     $ 24.04       4.27     $ 2,597  
 
                               
 
                               
Exercisable, January 30, 2010
    968,223     $ 23.64       4.20     $ 2,597  
 
                               
 
(1)   Based upon the difference between the closing market price of the Company’s common stock on the last trading day of the year and the grant price of in-the-money options.
The total intrinsic value, which represents the difference between the underlying stock’s market price and the option’s exercise price, of options exercised during Fiscal 2010, 2009 and 2008 was $0.4 million, $1.4 million and $0.9 million, respectively.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 14
Share-Based Compensation Plans, Continued

 
A summary of the status of the Company’s nonvested shares of its fixed stock incentive plans as of January 30, 2010, is presented below:
                 
            Weighted-Average  
            Grant-Date  
Nonvested Fixed Stock Options   Shares     Fair Value  
Nonvested at January 31, 2009
    75,384     $ 16.29  
Granted
    -0-        
Vested
    (28,348 )     15.50  
Forfeited
    (19,679 )     17.25  
 
           
Nonvested at January 30, 2010
    27,357     $ 16.41  
 
           
As of January 31, 2010 there were $0.2 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements granted under the stock incentive plans discussed above. That cost is expected to be recognized over a weighted average period of 0.7 years.
Cash received from option exercises under all share-based payment arrangements for Fiscal 2010, 2009 and 2008 was $0.4 million, $1.4 million and $0.6 million, respectively.
Restricted Stock Incentive Plans
Director Restricted Stock
The 2009 and 2005 Plans permit the board of directors to grant restricted stock to non-employee directors on the date of the annual meeting of shareholders at which an outside director is first elected (“New Director Grants”). The outside director restricted stock so granted is to 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 no shares issued in New Director Grants in Fiscal 2010, 2009 and 2008.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 14
Share-Based Compensation Plans, Continued

 
In addition, the 2009 and 2005 Plans permit an outside director to 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 are 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 three years. There were no retainer shares issued in Fiscal 2010 or 2009. In Fiscal 2008, the Company issued 6,761 shares of Retainer Stock.
Also pursuant to the 2005 Plan, annually on the date of the annual meeting of shareholders, beginning in Fiscal 2007, each outside director received restricted stock valued at $60,000 based on the average of stock prices for the first five days in the month of the annual meeting of shareholders. The outside director restricted stock vests with respect to one-third of the shares each year as long as the director is still serving as a director. Once the shares vest, the director is restricted from selling, transferring, pledging or assigning the shares for an additional two years. Under the 2009 Plan, director stock awards were made during Fiscal 2010 on substantially the same terms as grants under the 2005 Plan. For Fiscal 2010 and 2009, the Company issued 21,204 shares and 18,792 shares, respectively, of director restricted stock. There were no shares of director restricted stock issued in Fiscal 2008.
For Fiscal 2010, 2009 and 2008, the Company recognized $0.4 million, $0.3 million and $0.6 million, respectively, of director restricted stock related share-based compensation in selling and administrative expenses in the accompanying Consolidated Statements of Operations.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 14
Share-Based Compensation Plans, Continued

 
Employee Restricted Stock
Under the 2009 Plan, the Company issued 383,745 shares of employee restricted stock in Fiscal 2010. Under the 2005 Plan, the Company issued 397,273 shares and 3,547 shares of employee restricted stock in Fiscal 2009 and 2008, respectively. Of the 383,745 shares issued in Fiscal 2010, 359,096 shares and the shares issued in Fiscal 2008 vest 25% per year over four years, provided that on such date the grantee has remained continuously employed by the Company since the date of grant. The additional 24,649 shares issued in Fiscal 2010 and the shares issued in Fiscal 2009 vest one-third per year over three years. The fair value of employee restricted stock is charged against income as compensation cost over the vesting period. Compensation cost recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for these shares was $6.2 million, $6.0 million and $4.0 million for Fiscal 2010, 2009 and 2008, respectively. A summary of the status of the Company’s nonvested shares of its employee restricted stock as of January 30, 2010 is presented below:
                 
            Weighted-Average  
            Grant-Date  
Nonvested Shares   Shares     Fair Value  
 
               
Nonvested at February 3, 2007
    361,797     $ 37.23  
 
           
 
               
Granted
    3,547       42.82  
Vested
    (51,720 )     37.46  
Withheld for federal taxes
    (19,397 )     37.47  
Forfeited
    (976 )     38.14  
 
           
Nonvested at February 2, 2008
    293,251       37.23  
 
           
 
               
Granted
    397,273       20.79  
Vested
    (124,869 )     36.84  
Withheld for federal taxes
    (52,969 )     36.86  
Forfeited
    (4,353 )     27.42  
 
           
Nonvested at January 31, 2009
    508,333       24.60  
 
           
 
               
Granted
    383,745       19.25  
Vested
    (138,714 )     26.70  
Withheld for federal taxes
    (65,299 )     26.32  
Forfeited
    (11,951 )     25.97  
 
           
Nonvested at January 30, 2010
    676,114     $ 20.94  
 
           
As of January 30, 2010 there were $10.2 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements for restricted stock discussed above. That cost is expected to be recognized over a weighted average period of 2.4 years.

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and Subsidiaries

Notes to Consolidated Financial Statements
Note 14
Share-Based Compensation Plans, Continued

 
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 qualifying full-time employees whose total annual base salary is less than $90,000, effective October 1, 2002. Prior to October 1, 2002, the total annual base salary was limited to $100,000. Under the terms of the Plan, employees could choose each year to have up to 15% of their annual base earnings or $8,500, whichever is lower, withheld to purchase the Company’s common stock. The purchase price of the stock was 85% of the closing market price of the stock on either the exercise date or the grant date, whichever was less. The Company’s board of directors amended the Company’s Employee Stock Purchase Plan effective October 1, 2005 to provide that participants may acquire shares under the Plan at a 5% discount from fair market value on the last day of the Plan year. Employees can choose each year to have up to 15% of their annual base earnings or $9,500, whichever is lower, withheld to purchase the Company’s common stock. Under the Compensation — Stock Compensation Topic of the Codification, shares issued under the Plan as amended are non-compensatory. No participant contributions were accepted by the Company under the Plan after September 28, 2007 as a result of the Finish Line merger agreement, which was terminated in March 2008. A new “short” plan year began April 1, 2008 and a normal plan year resumed on October 1, 2008. Under the Plan, the Company sold 4,350 shares, 1,711 shares and 4,813 shares to employees in Fiscal 2010, 2009 and 2008, respectively.
Stock Purchase Plans
Stock purchase accounts arising out of sales to employees prior to 1972 under certain employee stock purchase plans amounted to $123,000 and $132,000 at January 30, 2010 and January 31, 2009, respectively, and were secured at January 30, 2010, by 6,670 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.

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Notes to Consolidated Financial Statements
Note 15
Legal Proceedings

 
Environmental Matters
New York State Environmental Matters
In August 1997, the New York State Department of Environmental Conservation (“NYSDEC”) 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 remedial measure (“IRM”) with regard to the site of a knitting mill operated by a former subsidiary of the Company from 1965 to 1969. The Company undertook the IRM and RIFS voluntarily, without admitting liability or accepting responsibility for any future remediation of the site. The Company has completed the IRM and the RIFS. In the course of preparing the RIFS, the Company identified remedial alternatives with estimated undiscounted costs ranging from $-0- to $24.0 million, excluding amounts previously expended or provided for by the Company. The United States Environmental Protection Agency (“EPA”), which has assumed primary regulatory responsibility for the site from NYSDEC, issued a Record of Decision in September 2007. The Record of Decision requires a remedy of a combination of groundwater extraction and treatment and in-site chemical oxidation at an estimated present worth cost of approximately $10.7 million.
In July 2009, the Company agreed to a Consent Order with the EPA requiring the Company to perform certain remediation actions, operations, maintenance and monitoring at the site. In September 2009, a Consent Judgment embodying the Consent Order was filed in the U.S. District Court for the Eastern District of New York.

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Notes to Consolidated Financial Statements
Note 15
Legal Proceedings, Continued

 
The Village of Garden City, New York, has asserted that the Company is liable for the costs associated with enhanced treatment required by the impact of the groundwater plume from the site on two public water supply wells, including historical costs ranging from approximately $1.8 million to in excess of $2.5 million, and future operation and maintenance costs which the Village estimates at $126,400 annually while the enhanced treatment continues. On December 14, 2007, the Village filed a complaint against the Company and the owner of the property under the Resource Conservation and Recovery Act (“RCRA”), the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as well as a number of state law theories in the U.S. District Court for the Eastern District of New York, seeking an injunction requiring the defendants to remediate contamination from the site and to establish their liability for future costs that may be incurred in connection with it, which the complaint alleges could exceed $41 million over a 70-year period. The Company has not verified the estimates of either historic or future costs asserted by the Village, but believes that an estimate of future costs based on a 70-year remediation period is unreasonable given the expected remedial period reflected in the EPA’s Record of Decision. On May 23, 2008, the Company filed a motion to dismiss the Village’s complaint on grounds including applicable statutes of limitation and preemption of certain claims by the NYSDEC’s and the EPA’s diligent prosecution of remediation. On January 27, 2009, the Court granted the motion to dismiss all counts of the plaintiff’s complaint except for the CERCLA claim and a state law claim for indemnity for costs incurred after November 27, 2000. On September 23, 2009, on a motion for reconsideration by the Village, the Court reinstated the claims for injunctive relief under RCRA and for equitable relief under certain of the state law theories.
In December 2005, the EPA notified the Company that it considers the Company a potentially responsible party (“PRP”) with respect to contamination at two Superfund sites in upstate New York. The sites were used as landfills for process wastes generated by a glue manufacturer, which acquired tannery wastes from several tanners, allegedly including the Company’s Whitehall tannery, for use as raw materials in the gluemaking process. The Company has no records indicating that it ever provided raw materials to the gluemaking operation and has not been able to establish whether the EPA’s substantive allegations are accurate. The Company, together with other tannery PRPs, has entered into cost sharing agreements and Consent Decrees with the EPA with respect to both sites. Based upon the current estimates of the cost of remediation, the Company’s share is expected to be less than $250,000 in total for the two sites. While there is no assurance that the Company’s share of the actual cost of remediation will not exceed the estimate, the Company does not presently expect that its aggregate exposure with respect to these two landfill sites will have a material adverse effect on its financial condition or results of operations.

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Notes to Consolidated Financial Statements
Note 15
Legal Proceedings, Continued

 
Whitehall Environmental Matters
The Company has performed sampling and analysis of soil, sediments, surface water, groundwater and waste management areas at the Company’s former Volunteer Leather Company facility in Whitehall, Michigan.
The Company has submitted to the Michigan Department of Environmental Quality (“MDEQ”) and provided for certain costs associated with a remedial action plan (the “Plan”) designed to bring the property into compliance with regulatory standards for non-industrial uses and has subsequently engaged in negotiations regarding the scope of the Plan. The Company estimates that the costs of resolving environmental contingencies related to the Whitehall property range from $3.9 million to $4.4 million, and considers the cost of implementing the Plan, as it is modified in the course of negotiations with the MDEQ, to be the most likely cost within that range. Until the Plan is finally approved by the MDEQ, management cannot provide assurances that no further remediation will be required or that its estimate of the range of possible costs or of the most likely cost of remediation will prove accurate.
Accrual for Environmental Contingencies
Related to all outstanding environmental contingencies, the Company had accrued $15.9 million as of January 30, 2010, $16.0 million as of January 31, 2009 and $7.8 million as of February 2, 2008. All such provisions reflect the Company’s estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made. There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions. Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Consolidated Balance Sheets. The Company has made pretax accruals for certain of these contingencies, including approximately $0.8 million reflected in Fiscal 2010, $9.4 million in Fiscal 2009 and $2.9 million in Fiscal 2008. These charges are included in provision for discontinued operations, net in the Consolidated Statements of Operations.

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Notes to Consolidated Financial Statements
Note 15
Legal Proceedings, Continued

 
Merger-Related Litigation
Genesco Inc. v. The Finish Line, et al.
UBS Securities LLC and UBS Loan Finance LLC v. Genesco Inc., et al.
On June 18, 2007, the Company announced that the boards of directors of Genesco and The Finish Line had unanimously approved a definitive merger agreement under which The Finish Line would acquire all of the outstanding common shares of Genesco at $54.50 per share in cash. On September 21, 2007, the Company filed suit against The Finish Line in Chancery Court in Nashville, Tennessee seeking a court order requiring The Finish Line to consummate the merger with the Company (the “Tennessee Action”). UBS Securities LLC and UBS Loan Finance LLC (collectively, “UBS”) subsequently intervened as a defendant in the Tennessee Action, filed an answer to the amended complaint and a counterclaim asserting fraud against the Company.
On November 15, 2007, UBS filed a separate lawsuit in the United States District Court for the Southern District of New York (the “New York Action”), naming the Company and The Finish Line as defendants. In the New York Action, UBS sought a declaration that its commitment to provide The Finish Line with financing for the merger transaction was void and/or could be terminated by UBS because The Finish Line would not be able to provide, prior to the expiration of the financing commitment on April 30, 2008, a valid solvency certificate attesting to the solvency of the combined entities resulting from the merger, which certificate was a condition precedent to the closing of the financing. The Company was named in the New York Action as an interested party.
Trial of the Tennessee Action began on December 10, 2007 and concluded on December 18, 2007. On December 27, 2007, the Chancery Court ordered The Finish Line to specifically perform the terms of the Merger Agreement. In its order, the Court rejected UBS’s and The Finish Line’s claims of fraud and misrepresentation and declared that all conditions to the Merger Agreement had been met. The Court also declared that The Finish Line had breached the Merger Agreement by not closing the merger. The Court ordered The Finish Line to close the merger pursuant to section 1.2 of the Merger Agreement, to use its reasonable best efforts to take all actions to consummate the merger as required by section 6.4(d) of the Merger Agreement, and to use its reasonable best efforts to obtain financing as per section 6.8(a) of the Merger Agreement. The Court excluded from its order any ruling on the issue of the solvency of the combined company, finding that the issue of solvency was reserved for determination by the New York Court in the New York Action filed by UBS.

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Notes to Consolidated Financial Statements
Note 15
Legal Proceedings, Continued

 
On March 3, 2008, the Company, The Finish Line, and UBS entered into a definitive agreement for the termination of the merger agreement with The Finish Line and the settlement of all related litigation among The Finish Line and the Company and UBS, including the Tennessee Action and the New York Action. In the settlement agreement, the parties agreed that: (1) the merger agreement between the Company and The Finish Line would be terminated; (2) the financing commitment from UBS to The Finish Line would be terminated; (3) UBS and The Finish Line would pay to the Company an aggregate of $175 million in cash; (4) The Finish Line would transfer to the Company a number of Class A shares of The Finish Line common stock equal to 12.0% of the total post-issuance outstanding shares of The Finish Line common stock which the Company would use its best efforts to distribute to its common shareholders as soon as practicable after the shares’ registration and listing on NASDAQ; (5) the Company and The Finish Line would be subject to a mutual standstill agreement; and (6) the parties would execute customary mutual releases. Stipulations of Dismissal were filed by all parties to both the New York Action and the Tennessee Action, and both Actions were dismissed. The Company distributed the shares of The Finish Line common stock received in the settlement to the Company’s shareholders during the second quarter of Fiscal 2009.
California Matters
On June 16, 2008, there was filed in the Superior Court of the State of California, County of Shasta, a putative class action styled Jacobs v. Genesco Inc. et al., alleging violations of the California Labor Code involving payment of wages, failure to provide mandatory meal and rest breaks, and unfair competition, and seeking back pay, penalties and declaratory and injunctive relief. The Company removed the case to the Federal District Court for the Eastern District of California. On September 3, 2008, the court dismissed certain of the plaintiff’s claims, including claims for conversion and punitive damages. On May 5, 2009, the Company and the plaintiff’s counsel reached an agreement in principle to settle the lawsuit on a claims made basis. On January 21, 2010, the court granted preliminary approval of the settlement. The minimum payment by the Company pursuant to the agreement, which remains subject to final court approval, is $398,000; the maximum is $703,000.

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Notes to Consolidated Financial Statements
Note 15
Legal Proceedings, Continued

 
Patent Action
The Company is named as a defendant in Paul Ware and Financial Systems Innovation, L.L.C. v. Abercrombie & Fitch Stores, Inc., et al., filed on June 19, 2007, in the United States District Court for the Northern District of Georgia, against more than 100 retailers. The suit alleges that the defendants have infringed U.S. Patent No. 4,707,592 by using a feature of their retail point of sale registers to generate transaction numbers for credit card purchases. The complaint seeks treble damages in an unspecified amount and attorneys’ fees. The Company has filed an answer denying the substantive allegations in the complaint and asserting certain affirmative defenses. On December 14, 2007, the Company filed a third-party complaint against Datavantage Corporation and MICROS Systems, Inc., its vendor for the technology at issue in the case, seeking indemnification and defense against the infringement allegations in the complaint. On December 27, 2007, the court stayed proceedings in the litigation pending the outcome of a reexamination of the patent by the U. S. Patent and Trademark Office. On September 15, 2008, the patent examiner issued a first Office Action rejecting all of the claims in the patent as being unpatentable over the prior art. On January 21, 2009, the examiner issued a final office action again rejecting all of the claims in the patent. In April 2009, the examiner issued a Notice of Intent to Issue an Ex Parte Reexamination Certificate for the patent. The litigation is in discovery.
Other Matters
In addition to the matters specifically described in this footnote, the Company is a party to other legal and regulatory proceedings and claims arising in the ordinary course of its business. While management does not believe that the Company’s liability with respect to any of these other matters is likely to have a material effect on its financial position or results of operations, legal proceedings are subject to inherent uncertainties and unfavorable rulings could have a material adverse impact on our business and results of operations.
Note 16
Business Segment Information

 
The Company operates five reportable business segments (not including corporate): Journeys Group, comprised of the Journeys, Journeys Kidz and Shi by Journeys retail footwear chains, catalog and e-commerce operations; Underground Station Group, comprised of the Underground Station retail footwear chain and e-commerce operations and the remaining Jarman retail footwear stores; Hat World Group, comprised of the Hat World, Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection and Lids Locker Room retail headwear stores and e-commerce operations, the Sports Fan-Attic retail licensed sports headwear, apparel and accessory stores acquired in November 2009 and the Impact Sports and Great Plains Sports team dealer businesses acquired in November 2008 and September 2009, respectively; Johnston & Murphy Group, comprised of Johnston & Murphy retail operations, catalog and e-commerce operations and wholesale distribution; and Licensed Brands, comprised primarily of Dockers® Footwear sourced and marketed under a license from Levi Strauss & Company.

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Notes to Consolidated Financial Statements
Note 16
Business Segment Information, Continued
 
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 Group, Underground Station Group and Hat World Group sell primarily branded products from other companies while Johnston & Murphy Group and Licensed Brands sell primarily the Company’s owned and licensed brands.
Corporate assets include cash, prepaid income taxes, deferred income taxes, deferred note expense and corporate fixed assets. The Company charges allocated retail costs of distribution to each segment and unallocated retail costs of distribution to the corporate segment. The Company does not allocate certain costs to each segment in order to make decisions and assess performance. These costs include corporate overhead, stock compensation, interest expense, interest income, restructuring charges and other including major litigation and the loss on early retirement of debt.
                                                         
            Underground             Johnston                    
Fiscal 2010   Journeys     Station     Hat World     & Murphy     Licensed     Corporate        
In thousands   Group     Group     Group     Group     Brands     & Other     Consolidated  
 
Sales
  $ 749,202     $ 99,458     $ 465,878     $ 166,081     $ 93,291     $ 643     $ 1,574,553  
 
                                                       
Intercompany sales
    -0-       -0-       (102 )     (2 )     (97 )     -0-       (201 )
 
Net sales to external customers
  $ 749,202     $ 99,458     $ 465,776     $ 166,079     $ 93,194     $ 643     $ 1,574,352  
 
 
                                                       
Segment operating income (loss)
  $ 44,285     $ (4,584 )   $ 44,039     $ 5,484     $ 12,372     $ (27,813 )   $ 73,783  
Restructuring and other*
    -0-       -0-       -0-       -0-       -0-       (13,361 )     (13,361 )
 
Earnings (loss) from operations
    44,285       (4,584 )     44,039       5,484       12,372       (41,174 )     60,422  
Loss on early retirement of debt
    -0-       -0-       -0-       -0-       -0-       (5,518 )     (5,518 )
Interest expense
    -0-       -0-       -0-       -0-       -0-       (4,430 )     (4,430 )
Interest income
    -0-       -0-       -0-       -0-       -0-       14       14  
 
Earnings (loss) from continuing operations before income taxes
  $ 44,285     $ (4,584 )   $ 44,039     $ 5,484     $ 12,372     $ (51,108 )   $ 50,488  
 
 
                                                       
Total assets**
  $ 246,000     $ 28,497     $ 333,634     $ 67,705     $ 27,293     $ 160,523     $ 863,652  
Depreciation
    23,839       2,669       14,303       3,891       174       2,157       47,033  
Capital expenditures
    14,664       158       13,959       3,633       64       1,347       33,825  
 
*   Restructuring and other includes a $13.3 million charge for asset impairments, of which $9.5 million is in the Journeys Group, $2.1 million in the Hat World Group, $0.9 million in the Johnston & Murphy Group and $0.8 million in the Underground Station Group.
 
**   Total assets for Hat World Group include $119.0 million goodwill.

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Notes to Consolidated Financial Statements
Note 16
Business Segment Information, Continued

 
                                                         
            Underground             Johnston                    
Fiscal 2009   Journeys     Station     Hat World     & Murphy     Licensed     Corporate        
In thousands   Group     Group     Group     Group     Brands     & Other     Consolidated  
 
Sales
  $ 760,008     $ 110,902     $ 405,446     $ 177,963     $ 96,656     $ 682     $ 1,551,657  
 
                                                       
Intercompany sales
    -0-       -0-       -0-       -0-       (95 )     -0-       (95 )
 
Net sales to external customers
  $ 760,008     $ 110,902     $ 405,446     $ 177,963     $ 96,561     $ 682     $ 1,551,562  
 
 
Segment operating income (loss)
  $ 49,050     $ (5,660 )   $ 36,670     $ 10,069     $ 11,925     $ (39,003 )   $ 63,051  
Gain from settlement of merger-related litigation
    -0-       -0-       -0-       -0-       -0-       204,075       204,075  
Restructuring and other*
    -0-       -0-       -0-       -0-       -0-       (7,500 )     (7,500 )
 
Earnings (loss) from operations
    49,050       (5,660 )     36,670       10,069       11,925       157,572       259,626  
Interest expense
    -0-       -0-       -0-       -0-       -0-       (9,234 )     (9,234 )
Interest income
    -0-       -0-       -0-       -0-       -0-       322       322  
 
Earnings (loss) from continuing operations before income taxes
  $ 49,050     $ (5,660 )   $ 36,670     $ 10,069     $ 11,925     $ 148,660     $ 250,714  
 
 
                                                       
Total assets**
  $ 270,043     $ 33,790     $ 306,904     $ 82,246     $ 32,070     $ 91,010     $ 816,063  
Depreciation
    23,417       3,336       13,828       3,634       188       2,354       46,757  
Capital expenditures
    23,437       295       15,705       6,985       300       2,698       49,420  
 
*   Restructuring and other includes an $8.6 million charge for asset impairments, of which $3.8 million is in the Hat World Group, $3.4 million in the Journeys Group, $1.0 million in the Underground Station Group and $0.4 million in the Johnston & Murphy Group.
 
**   Total assets for Hat World Group include $111.7 million goodwill.
                                                         
            Underground             Johnston                    
Fiscal 2008   Journeys     Station     Hat World     & Murphy     Licensed     Corporate        
In thousands   Group     Group     Group     Group     Brands     & Other     Consolidated  
 
Sales
  $ 713,366     $ 124,002     $ 378,913     $ 192,487     $ 93,064     $ 645     $ 1,502,477  
 
                                                       
Intercompany sales
    -0-       -0-       -0-       -0-       (358 )     -0-       (358 )
 
Net sales to external customers
  $ 713,366     $ 124,002     $ 378,913     $ 192,487     $ 92,706     $ 645     $ 1,502,119  
 
 
                                                       
Segment operating income (loss)
  $ 51,097     $ (7,710 )   $ 31,987     $ 19,807     $ 10,976     $ (54,634 )   $ 51,523  
Restructuring and other*
    -0-       -0-       -0-       -0-       -0-       (9,702 )     (9,702 )
 
Earnings (loss) from operations
    51,097       (7,710 )     31,987       19,807       10,976       (64,336 )     41,821  
Interest expense
    -0-       -0-       -0-       -0-       -0-       (12,045 )     (12,045 )
Interest income
    -0-       -0-       -0-       -0-       -0-       144       144  
 
Earnings (loss) from continuing operations before income taxes
  $ 51,097     $ (7,710 )   $ 31,987     $ 19,807     $ 10,976     $ (76,237 )   $ 29,920  
 
 
                                                       
Total assets**
  $ 278,959     $ 45,734     $ 299,820     $ 72,753     $ 26,055     $ 78,364     $ 801,685  
Depreciation
    21,222       4,017       13,277       3,421       153       3,024       45,114  
Capital expenditures
    42,124       1,701       27,121       6,607       1,115       1,994       80,662  
 
*   Restructuring and other includes an $8.7 million charge for asset impairments, of which $4.7 million is in the Underground Station Group, $2.1 million in the Hat World Group, $1.7 million in the Journeys Group and $0.2 million in the Johnston & Murphy Group.
 
**   Total assets for Hat World Group include $107.6 million goodwill.

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Notes to Consolidated Financial Statements
Note 17
Quarterly Financial Information (Unaudited)
 
                                                                                 
(In thousands, except   1st Quarter   2nd Quarter   3rd Quarter   4th Quarter   Fiscal Year
per share amounts)   2010     2009     2010     2009     2010     2009     2010     2009     2010     2009  
 
 
                                                                               
Net sales
  $ 370,366     $ 356,935     $ 334,658     $ 353,138     $ 390,302     $ 389,767     $ 479,026     $ 451,722     $ 1,574,352     $ 1,551,562  
 
                                                                               
Gross margin
    189,222       181,395       169,945       181,324       200,166       197,914       236,537       219,349       795,870       779,982  
 
                                                                               
Earnings (loss) from continuing operations before income taxes
    (5,322) (1)     200,242 (3)     (3,835) (5)     1,770 (6)     17,403 (8)     13,010 (10)     42,242 (11)     35,692 (12)     50,488       250,714  
 
                                                                               
Earnings (loss) from continuing operations
    (5,603 )     129,440       (2,663 )     (5,391 )     11,523       8,991       25,829       23,179       29,086       156,219  
 
                                                                               
Net earnings (loss)
    (5,762) (2)     129,347 (4)     (2,722 )     (10,752 )(7)     11,443 (9)     8,966       25,854       23,195       28,813       150,756  
 
                                                                               
Diluted earnings (loss) per common share:
                                                                               
Continuing operations
    (.30 )     5.14       (.12 )     (.29 )     .50       .43       1.08       1.05       1.31       6.72  
Net earnings (loss)
    (.31 )     5.14       (.13 )     (.58 )     .50       .43       1.08       1.05       1.30       6.49  
 
 
(1)   Includes a net restructuring and other charge of $5.0 million (see Note 5) and a $5.1 million loss on early retirement of debt (see Note 8).
 
(2)   Includes a loss of $0.2 million, net of tax, from discontinued operations (see Note 5).
 
(3)   Includes a net restructuring and other charge of $2.2 million (see Note 5), a $7.3 million charge for merger-related expenses and a gain from the settlement of merger-related litigation of $204.1 million (see Notes 3 and 15).
 
(4)   Includes a loss of $0.1 million, net of tax, from discontinued operations (see Note 5).
 
(5)   Includes a net restructuring and other charge of $3.3 million (see Note 5).
 
(6)   Includes a net restructuring and other charge of $3.3 million (see Note 5) and a $0.3 million charge for merger-related expenses (see Notes 3 and 15).
 
(7)   Includes a loss of $5.4 million, net of tax, from discontinued operations (see Note 5).
 
(8)   Includes a net restructuring and other charge of $2.6 million (see Note 5).
 
(9)   Includes a loss of $0.1 million, net of tax, from discontinued operations (see Note 5).
 
(10)   Includes a net restructuring and other charge of $2.3 million (see Note 5) and a $0.2 million charge for merger-related expenses (see Notes 3 and 15).
 
(11)   Includes a net restructuring and other charge of $2.5 million (see Note 5) and a $0.4 million loss on early retirement of debt (see Note 8).
 
(12)   Includes a net restructuring and other credit of $0.3 million (see Note 5) and a $0.2 million charge for merger-related expenses (see Notes 3 and 15).

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ITEM 9, CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
ITEM 9A, CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures.

We have established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors.
Based on their evaluation as of January 30, 2010, the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Management’s report on internal control over financial reporting.

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 30, 2010. In making this assessment, management used the criteria set forth in Internal Control — Integrated Framework drafted by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management believes that, as of January 30, 2010, the Company’s internal control over financial reporting is effective based on these criteria.
Ernst & Young LLP, the independent registered public accounting firm who also audited the Company’s Consolidated Financial Statements, has issued an attestation report on the Company’s internal control over financial reporting which is included herein.

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Changes in internal control over financial reporting.
There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
ITEM 9B, OTHER INFORMATION
 
Not applicable.
PART III
ITEM 10, DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT
 
Certain information required by this item is incorporated herein by reference to the sections entitled “Election of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement for its annual meeting of shareholders to be held June 23, 2010 to be filed with the Securities and Exchange Commission. Pursuant to General Instruction G(3), certain information concerning the executive officers of the Company appears under the caption “Executive Officers of the Registrant” in this report following Item 4 of Part I.
The Company has a code of ethics (the “Code of Ethics”) that applies to all of its directors, officers (including its chief executive officer, chief financial officer and chief accounting officer) and employees. The Company has made the Code of Ethics available and intends to post any legally required amendments to, or waivers of, such Code of Ethics on its website at http://www.genesco.com. Our website address is provided as an inactive textual reference only. The information provided on our website is not a part of this report, and therefore is not incorporated herein by reference.
ITEM 11, EXECUTIVE COMPENSATION
 
The information required by this item is incorporated herein by reference to the sections entitled “Election of Directors — Director Compensation” and “Executive Compensation” in the Company’s definitive proxy statement for its annual meeting of shareholders to be held June 23, 2010 to be filed with the Securities and Exchange Commission.
ITEM 12, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Certain information required by this item is incorporated herein by reference to the section entitled “Security Ownership of Officers, Directors and Principal Shareholders” in the Company’s definitive proxy statement for its annual meeting of shareholders to be held June 23, 2010 to be filed with the Securities and Exchange Commission.

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The following table provides certain information as of January 30, 2010 with respect to our equity compensation plans:
EQUITY COMPENSATION PLAN INFORMATION*
                         
    (a)             (c)  
    Number of     (b)     Number of securities  
    securities     Weighted-average     remaining available for  
    to be issued     exercise price of     future issuance under equity  
    upon exercise of     outstanding     compensation plans  
    outstanding options,     options, warrants     (excluding securities  
    warrants and rights     and rights     reflected in column (a))(1)  
 
                       
Equity compensation plans approved by security holders
    995,580     $ 24.04       1,140,224  
 
                       
Equity compensation plans not approved by security holders
                 
 
                 
 
                       
Total
    995,580     $ 24.04       1,140,224  
 
                 
 
(1)   Such shares may be issued as restricted shares or other forms of stock-based compensation pursuant to our stock incentive plans.
 
*   For additional information concerning our equity compensation plans, see the discussion in Note 1 in the Notes to Consolidated Financial Statements — Summary of Significant Accounting Policies — Share-Based Compensation and Note 14 Share-Based Compensation Plans.
ITEM 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
The information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related Transactions” and “Election of Directors” in the Company’s definitive proxy statement for its annual meeting of shareholders to be held June 23, 2010 to be filed with the Securities and Exchange Commission.
ITEM 14, PRINCIPAL ACCOUNTING FEES AND SERVICES
 
The information required by this item is incorporated herein by reference to the section entitled “Audit Matters” in the Company’s definitive proxy statement for its annual meeting of shareholders to be held June 23, 2010 to be filed with the Securities and Exchange Commission.

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PART IV
ITEM 15, EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements
 
The following consolidated financial statements of Genesco Inc. and Subsidiaries are filed as part of this report under Item 8.
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets, January 30, 2010 and January 31, 2009
Consolidated Statements of Operations, each of the three fiscal years ended 2010, 2009 and 2008
Consolidated Statements of Cash Flows, each of the three fiscal years ended 2010, 2009 and 2008
Consolidated Statements of Shareholders’ Equity, each of the three fiscal years ended 2010, 2009 and 2008
Notes to Consolidated Financial Statements
Financial Statement Schedules
II — Valuation and Qualifying Accounts, each of the three fiscal years ended 2010, 2009 and 2008
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 132.
Exhibits
         
(2)
  a.   Agreement and Plan of Merger, dated as of February 5, 2004, by and among Genesco Inc., HWC Merger Sub, Inc. and Hat World Corporation. Incorporated by reference to Exhibit (2)a to the current report on Form 8-K filed April 9, 2004 (File No. 1 — 3083).
 
  b.   Stock Purchase Agreement, dated December 9, 2006, by and among Hat World, Inc., Hat Shack, Inc. and all the shareholders of Hat Shack, Inc. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed December 12, 2006 (File No. 1-3083).

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(3)
  a.   Amended and Restated Bylaws of Genesco Inc. Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed December 19, 2007 (File No. 1-3083).
 
  b.   Restated Charter of Genesco Inc., as amended. Incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A/A filed with the SEC on May 1, 2003.
 
       
(4)
  a.   Amended and Restated Shareholders Rights Agreement dated as of August 28, 2000. Incorporated by reference to Exhibit 4 to the current report on Form 8-K filed August 30, 2000 (File No. 1-3083).
 
  b.   Indenture, dated as of June 24, 2003, between Genesco Inc. and Bank of New York (including Form of 4.125% Convertible Subordinated Debenture due 2023). Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 2, 2003.
 
  c.   Form of Certificate for the Common Stock. Incorporated by reference to Exhibit 3 to the Company’s Registration Statement on Form 8-A/A filed with the SEC on May 1, 2003.
 
       
(10)
  a.   Amended and Restated Credit Agreement, dated as of December 1, 2006, by and among the Company, certain subsidiaries of the Company party thereto, as other borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed December 5, 2006 (File No. 1-3083).
 
  b.   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.
 
  c.   1996 Stock Incentive Plan Amended and Restated as of October 24, 2007. Form of Option Agreement, incorporated by reference to Exhibit (10)c to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2007.
 
  d.   Genesco Inc. 2005 Equity Incentive Plan Amended and Restated as of October 24, 2007. Incorporated by reference to Exhibit (10)d to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.
 
  e.   Genesco Inc. 2009 Equity Incentive Plan. Incorporated by reference to Exhibit A to the Company’s definitive proxy statement dated May 15, 2009.
 
  f.   2011 EVA Incentive Compensation Plan.
 
  g.   Amended and Restated 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 February 2, 2008.
 
  h.   Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit (10)c to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2005.
 
  i.   Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit (10)d to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2005.

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  j.   Form of Restricted Share Award Agreement for Executive Officers. Incorporated by reference to Exhibit (10)e to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2005.
 
  k.   Form of Restricted Share Award Agreement for Officers and Employees. Incorporated by reference to Exhibit (10)f to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2005.
 
  l.   Form of Restricted Share Award Agreement. Incorporated by reference to Exhibit (10)a to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2009.
 
  m.   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.
 
  n.   Form of Non-Executive Director Indemnification Agreement. Incorporated by reference to Exhibit (10.1) to the current report on Form 8-K filed November 3, 2008 (File No. 1-3083).
 
  o.   Form of Officer Indemnification Agreement. Incorporated by reference to Exhibit (10.2) to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 1, 2008.
 
  p.   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.
 
  q.   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.
 
  r.   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.
 
  s.   First Amendment to Form of Employment Protection Agreement.
 
  t.   Employment Agreement dated as of March 29, 2010 between the Company and Hal N. Pennington.
 
  u.   Trademark License Agreement, dated August 9, 2000, between Levi Strauss & Co. and Genesco Inc. Incorporated by reference to Exhibit (10.1) to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2004.*
 
  v.   Amendment No. 1 (Renewal) to Trademark License Agreement, dated October 18, 2004, between Levi Strauss & Co. and Genesco Inc. Incorporated by reference to Exhibit (10.2) to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2004.*
 
  w.   Amendment No. 2 (Renewal) to Trademark License Agreement, dated November 1, 2006, between Levi Strauss & Co. and Genesco. Inc. Incorporated by reference to Exhibit (10.1) to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 28, 2006.*

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  x.   Amendment No. 4 (Renewal) to Trademark License Agreement, dated May 15, 2009, between Levi Strauss & Co. and Genesco Inc. Incorporated by reference to Exhibit (10)b to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2009.*
 
  y.   Genesco Inc. Deferred Income Plan dated as of July 1, 2000. Incorporated by reference to Exhibit (10)p to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005. Amended and Restated Deferred Income Plan dated August 22, 2007. Incorporated by reference to Exhibit (10)r to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.
 
  z.   Non-Employee Director and Named Executive Officer Compensation. Incorporated by reference to Exhibit (10)b to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2005.
 
  aa.   1996 Employee Stock Purchase Plan. Incorporated by reference to Registration Statement on Form S-8 filed September 14, 1995 (File No. 333-62653).
 
  bb.   Amended and Restated Genesco Employee Stock Purchase Plan dated August 22, 2007. Incorporated by reference to Exhibit (10)u to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.
 
  cc.   Basic Form of Exchange Agreement (Restricted Stock). Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed April 29, 2009 (File No. 1-3083).
 
  dd.   Basic Form of Exchange Agreement (Unrestricted Stock). Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed April 29, 2009 (File No. 1-3083).
 
  ee.   Form of Conversion Agreement. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed November 2, 2009 (File No. 1-3083).
 
  ff.   Form of Conversion Agreement. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed November 6, 2009 (File No. 1-3083).
 
  gg.   Settlement Agreement, dated as of March 3, 2008, by and among UBS Securities LLC and UBS Loan Finance LLC, The Finish Line, Inc. and Headwind, Inc. and Genesco Inc. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed March 4, 2008 (File No. 1-3083).
(21)   Subsidiaries of the Company.
(23)   Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm included on page 130.
(24)   Power of Attorney
(31.1)   Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)   Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)   Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)   Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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(99)   Financial Statements and Report of Independent Registered Public Accounting Firm 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)b through (10)l, (10)r through (10)t and (10)y through (10)bb are Management Contracts or Compensatory Plans or Arrangements required to be filed as Exhibits to this Form 10-K.
 
*   Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.
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.

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Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 333-94249, 333-62653, 333-08463, 333-104908 and 333-128201) and in the Registration Statement on Form S-3 (Registration No. 333-109019) of Genesco Inc. of our reports dated March 31, 2010, with respect to the consolidated financial statements and schedule of Genesco Inc. and Subsidiaries, and the effectiveness of internal control over financial reporting of Genesco Inc., included in this Annual Report (Form 10-K) for the year ended January 30, 2010.
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 March 31, 2010 with respect to the January 30, 2010 financial statements of the Genesco Employee Stock Purchase Plan, which is included as an exhibit to this Form 10-K.
         
     
  /s/ Ernst & Young LLP    
     
Nashville, Tennessee
March 31, 2010

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) 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,
Chief Financial Officer and Treasurer 
 
 
Date: March 31, 2010
     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 31st day of March, 2010.
     
/s/ Hal N. Pennington
  Chairman
 
   
Hal N. Pennington
   
 
   
/s/ Robert J. Dennis
  President, Chief Executive Officer
 
   
Robert J. Dennis
  and a Director
 
   
/s/ James S. Gulmi
  Senior Vice President — Finance,
 
   
James S. Gulmi
  Chief Financial Officer and Treasurer
(Principal Financial Officer)
 
   
/s/ Paul D. Williams
  Vice President and Chief Accounting Officer
 
   
Paul D. Williams
   
 
   
Directors:
   
 
   
James S. Beard*
  Matthew C. Diamond *
 
   
Leonard L. Berry *
  Marty G. Dickens *
 
   
William F. Blaufuss, Jr.*
  Ben T. Harris *
 
   
James W. Bradford*
  Kathleen Mason *
 
   
Robert V. Dale *
   
         
     
*By:  /s/ Roger G. Sisson      
  Roger G. Sisson     
  Attorney-In-Fact     

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Genesco Inc.
and Subsidiaries
Financial Statement Schedule
January 30, 2010

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Schedule 2
Genesco Inc.
and Subsidiaries

Valuation and Qualifying Accounts
                                 
Year Ended January 30, 2010  
            Charged              
    Beginning     to Profit     Increases     Ending  
In Thousands   Balance     and Loss     (Decreases)     Balance  
 
Reserves deducted from assets in the balance sheet:
                               
Allowance for bad debts
  $ 1,262     $ 400     $ (185 )(1)   $ 1,477  
Allowance for cash discounts
    3       -0-       3 (2)     6  
Allowance for wholesale sales returns
    1,377       -0-       (9 )(3)     1,368  
Allowance for customer deductions
    79       -0-       (52 )(4)     27  
Allowance for co-op advertising
    331       -0-       23 (5)     354  
 
Totals
  $ 3,052     $ 400     $ (220 )   $ 3,232  
 
                                 
Year Ended January 31, 2009  
            Charged              
    Beginning     to Profit     Increases     Ending  
In Thousands   Balance     and Loss     (Decreases)     Balance  
 
Reserves deducted from assets in the balance sheet:
                               
Allowance for bad debts
  $ 148     $ 1,074     $ 40 (1)   $ 1,262  
Allowance for cash discounts
    5       -0-       (2 )(2)     3  
Allowance for wholesale sales returns
    776       -0-       601 (3)     1,377  
Allowance for customer deductions
    63       -0-       16 (4)     79  
Allowance for co-op advertising
    775       -0-       (444 )(5)     331  
 
Totals
  $ 1,767     $ 1,074     $ 211     $ 3,052  
 
                                 
Year Ended February 2, 2008  
            Charged              
    Beginning     to Profit     Increases     Ending  
In Thousands   Balance     and Loss     (Decreases)     Balance  
 
Reserves deducted from assets in the balance sheet:
                               
Allowance for bad debts
  $ 490     $ 354     $ (696 )(1)   $ 148  
Allowance for cash discounts
    5       -0-       -0- (2)     5  
Allowance for wholesale sales returns
    816       -0-       (40 )(3)     776  
Allowance for customer deductions
    84       -0-       (21 )(4)     63  
Allowance for co-op advertising
    515       -0-       260 (5)     775  
 
Totals
  $ 1,910     $ 354     $ (497 )   $ 1,767  
 
 
Note:   Most subsidiaries and branches charge credit and collection expense directly to profit and loss. Adding such charges of $9,000 in 2010, $6,000 in 2009 and $518 in 2008 to the addition above, the total bad debt expense amounted to $0.4 million in 2010, $1.1 million in 2009 and $0.4 million in 2008.
 
(1)   Bad debt charged to reserve.
 
(2)   Adjustment of allowance for estimated discounts to be allowed subsequent to period end on receivables at same date.
 
(3)   Adjustment of allowance for sales returns to be allowed subsequent to period end on receivables at same date.
 
(4)   Adjustment of allowance for customer deductions to be allowed subsequent to period end on receivables at same date.
 
(5)   Adjustment of allowance for estimated co-op advertising to be allowed subsequent to period end on receivables at same date.

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EX-10.F 2 g22711exv10wf.htm EX-10.F exv10wf
Exhibit (10)f.
GENESCO INC.
AMENDED AND RESTATED
EVA INCENTIVE COMPENSATION PLAN
(as amended effective February 23, 2010)
1. Purpose.
The purposes of the Genesco Inc. EVA Incentive Compensation Plan (“the Plan”) are to motivate and reward excellence and teamwork in achieving maximum improvement in shareholder value; to provide attractive and competitive total cash compensation opportunities for exceptional corporate and business unit performance; to reinforce the communication and achievement of the mission, objectives and goals of the Company; to motivate managers to think strategically (long term) as well as tactically (short term); and to enhance the Company’s ability to attract, retain and motivate the highest caliber management team. The purposes of the Plan shall be carried out by payment to eligible participants of annual incentive cash awards, subject to the terms and conditions of the Plan and the discretion of the Compensation Committee of the board of directors of the Company.
2. Authorization.
On February 24, 2004, the Compensation Committee approved the Plan. On April 26, 2005, February 20, 2007, August 22, 2007, and February 23, 2010, the Committee amended the Plan.
3. Selection of Participants.
Participants shall be selected annually by the Chief Executive Officer from among full-time employees of the Company who serve in operational, administrative, professional or technical capacities. The participation and target bonus amounts of Company officers and the Management Committee shall be approved by the Compensation Committee with the advice of the Chief Executive Officer. The Chief Executive Officer shall not be eligible to participate in the Plan.
The Chief Executive Officer shall annually assign participants to a Business Unit. For participants whose Business Unit consists of more than one profit center, the Chief Executive Officer shall determine in advance the relative weight to be given to the performance of each profit center in the calculation of awards. If a participant is transferred to a different business unit during the Plan Year he or she shall be eligible to receive a bonus for each of the Business Units to which the participant was assigned during the Plan Year, prorated for the amount of time worked in each assignment, unless the Chief Executive Officer determines that a different proration is warranted in the circumstances.

 


 

In the event of another significant change in the responsibilities and duties of a participant during a Plan Year, the Chief Executive Officer shall have the authority, in his sole discretion, to terminate the participant’s participation in the Plan, if such change results in diminished responsibilities, or to make such changes as he deems appropriate in (i) the target award the participant is eligible to earn, (ii) the participant’s applicable goal(s) and (iii) the period during which the participant’s applicable award applies.
4. Participants Added During Plan Year.
A person selected for participation in the Plan after the beginning of a Plan Year will be eligible to earn a prorated portion of the award the participant might have otherwise earned for a full year’s service under the Plan during that Plan Year, provided the participant is actively employed as a participant under the Plan for at least 120 days during the Plan Year. The amount of the award, if any, earned by such participant for such Plan Year shall be based on the number of full months of the Plan Year during which the employee participated in the Plan.
5. Disqualification for Unsatisfactory Performance.
Any participant whose performance is found to be unsatisfactory or who shall have violated in any material respect the Company’s Policy on Legal Compliance and Ethical Business Practices shall not be eligible to receive an award under the Plan in the current Plan Year. The participant shall be eligible to be considered by the Chief Executive Officer for reinstatement to the Plan in subsequent Plan Years. Any determination of unsatisfactory performance or of violation of the Company’s Policy on Legal Compliance and Ethical Business Practices shall be made by the Chief Executive Officer. Participants who are found ineligible for participation in a Plan Year due to unsatisfactory performance will be so notified in writing prior to October 31 of the Plan Year.
6. Termination of Employment.
A participant whose employment is terminated voluntarily or involuntarily, except by reason of death, medical disability or voluntary retirement, prior to the end of a Plan Year shall not be eligible to receive an award under the Plan. A participant who voluntarily retires, is on medical leave of absence or the estate of a participant who dies during the Plan Year will be eligible to receive the sum of a prorated portion of the award (positive or negative) the participant would have otherwise received for a full year’s service under the Plan, provided the participant is actively employed as a participant under the Plan for at least 120 days during the Plan Year, and the participant’s bonus bank (positive or negative). The amount of any award payable to such disabled or retired participant or the estate of such deceased participant shall be based on the number of full months of the Plan Year during which the disabled, retired or deceased employee was classified in the Company’s payroll system as an active employee. A participant who has received or is receiving severance pay at the end of the Plan Year shall be considered a terminated employee and shall not be eligible to receive an award under the Plan.

2


 

7. Economic Value Added (“EVA”) Calculation
EVA for a Business Unit or the entire Company, as applicable, shall be the result of a Business Unit’s or the Company’s net operating profit after taxes less a charge for capital employed by that Business Unit or the Company. The Company will track the change in EVA by Business Unit over each Plan Year for the purpose of determining bonus as further described below.
8. Amount of Awards.
Participants are eligible to earn cash awards based on (i) change in EVA for a Business Unit and (ii) achievement of individual Performance Plan Goals to be approved by the Chief Executive Officer prior to March 31 of each Plan Year. Prior to the beginning of each Plan Year, the Chief Executive Officer will establish for each Business Unit and for the Company as a whole target levels of expected changes in EVA for each Business Unit and for the Company for such Plan Year and a range of multiples to be applied to the participant’s target bonus based on actual performance for the Plan Year. The multiple related to Business Unit performance is referred to as the “Business Unit Multiple.” If a participant’s Business Unit is comprised of more than one profit center, the Chief Executive Officer shall determine the relative weight to be assigned to each profit center’s Business Unit Multiple. The Business Unit Multiple for such participant shall be the weighted average of the Business Unit Multiples for each profit center comprising the participant’s Business Unit. The multiple related to the performance of the Company as a whole is referred to as the “Corporate Multiple.” The Corporate Multiple and Business Unit Multiples may be positive or negative and may consist of whole numbers or fractions. Not later than March 31 the Plan Year, the participant and the participant’s supervisor shall agree on a set of strategic performance objectives for the participant for the Plan Year (the “Performance Plan Goals”).
The “Declared Bonus” shall be determined as follows:
For participants who are Business Unit Presidents, the Declared Bonus shall equal the sum of (A) the Business Unit Multiple times 60% the participant’s target bonus plus (B) the Corporate Multiple times 15% of the participant’s target bonus plus (C) the percentage of the participant’s achievement of his or her Performance Plan Goals determined by the participant’s supervisor (the “Performance Plan Percentage”) times one-quarter of the participant’s target bonus times the Business Unit Multiple; provided, however that if the Business Unit Multiple is a negative number, the Performance Plan Percentage shall be 100%.
For other Business Unit participants, the Declared Bonus shall equal the sum of (A) the Business Unit Multiple times 75% of the participant’s target bonus plus (B) the Business Unit Multiple times 25% of the participant’s target bonus times the Performance Plan Percentage; provided, however that if the Business Unit Multiple is a negative number, the Performance Plan Percentage shall be 100%.

3


 

For the Corporate Staff participants, the Declared Bonus shall equal the sum of (A) the Corporate Multiple times 75% of the participant’s target bonus plus (B) the Corporate Multiple times 25% of the participant’s target bonus times the Performance Plan Percentage; provided that, if the Corporate Multiple is a negative number, the Performance Plan Percentage shall be 100%.
For participants who have a positive or zero Bonus Bank (as defined below) balance, the bonus payout at the end of the Plan Year shall be equal to the sum of: (i) the Declared Bonus, up to three times the participant’s target bonus for the Plan Year plus (ii) one-third of the participant’s Declared Bonus in excess of three times the target bonus. For participants with a negative Bonus Bank balance who earn a positive Declared Bonus, 50% of the Declared Bonus in excess of two times the target bonus will be credited to the negative Bonus Bank and, of the balance, up to 3 times the target bonus plus one-third of the Declared Bonus in excess of three times the target bonus shall be paid out. Any of the Declared Bonus remaining after the application of the previous sentence shall be retained as a separate account balance (the “Separate Account”). The Separate Account established for any Plan Year shall be paid out in three equal annual installments beginning the year following the current Plan Year, except that any positive Separate Account balances that exist from prior Plan Years will be fully netted against a negative award in the year a negative award is realized.
A “Bonus Bank” shall be established for each participant each year and shall consist of: (i) the participant’s positive Declared Bonus not distributed because of payout limitations or (ii) the participant’s negative Declared Bonus, as applicable. The positive Bonus Bank established for each Plan Year shall be paid out in three equal annual installments beginning the year following the current Plan Year except that positive bank balances that exist from prior years will be fully netted against a negative award in the year the negative award is realized. The negative Bonus Bank established for any Plan Year shall be eliminated to the extent not repaid pursuant to the preceding paragraph at the end of three years following the Plan Year with respect to which it arose.
Any positive balance in the Bonus Bank and the Separate Account shall be payable without interest promptly upon the Company’s termination of the participant’s employment without “Cause,” or upon the participant’s death or retirement. “Cause” for termination for purposes of this Plan means any act of dishonesty involving the Company, any violation of the Policy on Legal Compliance and Ethical Business Practices as then in effect, any breach of fiduciary duty owed to the Company, persistent or flagrant failure to follow the lawful directives of the board of directors or of the executive to whom the participant reports or conviction of a felony.
Nothing in this Plan (including but not limited to the foregoing definition of Cause) shall in any manner alter the participant’s status as an employee at will or limit the Company’s right or ability to terminate the participant’s employment for any reason or for no reason at all. Upon termination for Cause or voluntary termination at the participant’s instance, any unpaid portion of the Bonus Bank and the Separate Account will be forfeited by the participant.

4


 

9. Specification of Payment Date for Performance Awards.
Any awards payable under the Plan (including awards with respect to participants who die, are placed on medical leave of absence or voluntarily retire during the Plan Year), other than the amount, if any, to be credited to the Bonus Bank, will be made in cash, net of applicable withholding taxes, by the fifteenth day of the third month following the close of the Plan Year, but in no event prior to the date on which the Company’s audited financial statements for the Plan Year are reviewed by the audit committee of the Company’s board of directors. The positive Bonus Bank balance will be paid in cash, net of applicable withholding taxes, on the second and third anniversaries of the payment of the Declared Bonus to which such amounts relate, subject to reduction as provided in Article 8 hereof.
It is intended that (1) each installment of the payments provided under this Plan is a separate “payment” for purposes of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything to the contrary in this Plan, if the Company determines (i) that on the date a participant’s employment with the Company terminates or at such other time that the Company determines to be relevant, the participant is a “specified employee” (as such term is defined under Section 409A) of the Company and (ii) that any payments to be provided to the participant pursuant to this Plan are or may become subject to the additional tax under Section 409(A)(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (“Section 409A Taxes”) if provided at the time otherwise required under this Plan then (A) such payments shall be delayed until the date that is six months after the date of the participant’s “separation from service” (as such term is defined under Section 409A of the Code) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”) and (B) such payments shall be increased by an amount equal to interest on such payments for the Payment Delay Period at a rate equal to the prime rate in effect as of the date the payment was first due (for this purpose, the prime rate will be based on the rate published from time to time in The Wall Street Journal).
10. Plan Administration.
The Chief Executive Officer shall have final authority to interpret the provisions of the Plan. Interpretations by the Chief Executive Officer which are not patently inconsistent with the express provisions of the Plan shall be conclusive and binding on all participants and their designated beneficiaries. It is the responsibility of the Senior Vice President-Strategy & Shared Services (i) to cause each person selected to participate in the Plan to be furnished with a copy of the Plan and to be notified in writing of such selection, the applicable goals and the range of the awards for which the participant is eligible; (ii) to cause the awards to be calculated in accordance with the Plan; and

5


 

(iii) except to the extent reserved to the Chief Executive Officer or the Compensation Committee hereunder, to administer the Plan consistent with its express provisions.
11. Non-assignability.
A participant may not at any time encumber, transfer, pledge or otherwise dispose of or alienate any present or future right or expectancy that the participant may have at any time to receive any payment under the Plan. Any present or future right or expectancy to any such payment is non-assignable and shall not be subject to execution, attachment or similar process.
12. Miscellaneous.
Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any participant’s employment or to change any participant’s duties and responsibilities, nor confer upon any participant the right to be selected to participate in any incentive compensation plans for future years. Neither the Chief Executive Officer, the Senior Vice President-Strategy & Shared Services, nor the Compensation Committee shall have any liability for any action taken or determination made under the Plan in good faith.
13. Binding on Successors.
The obligations of the Company under the Plan shall be binding upon any organization which shall succeed to all or substantially all of the assets of the Company, and the term Company, whenever used in the Plan, shall mean and include any such organization after the succession. If the subject matter of this Section 13 is covered by a change-in-control agreement or similar agreement which is more favorable to the participant than this Section 13, such other agreement shall govern to the extent applicable and to the extent inconsistent herewith.
14. Definitions.
“EVA” means the economic value added to the Company during the Plan Year as determined by the net operating profit in a particular Business Unit as reflected on the Company’s books for internal reporting purposes, reduced by the cost of capital.
“Business Unit” means any of the Company’s profit centers or any combination of two or more of the profit centers, which comprise Genesco Inc.
The “Chief Executive Officer” means the president and chief executive officer of the Company.
The “Company” means Genesco Inc. and any wholly owned subsidiary of Genesco Inc.

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The “Compensation Committee” means the compensation committee of the board of directors of the Company.
The “Plan” means this EVA Incentive Compensation Plan for the Plan Year.
“Plan Year” means the fiscal year of the Company.
The “Senior Vice President-Strategy & Shared Services” means the Senior Vice President-Strategy & Shared Services of Genesco Inc. or any person fulfilling the functions of such office.
The “Management Committee” means executives of the Company with a direct reporting relationship to the Chief Executive Officer.

7

EX-10.S 3 g22711exv10ws.htm EX-10.S exv10ws
Exhibit (10)s.
FIRST AMENDMENT
TO EMPLOYMENT PROTECTION AGREEMENT
     THIS FIRST AMENDMENT TO EMPLOYMENT PROTECTION AGREEMENT (the “Amendment”) is made and entered into as of the ___ day of                     , 2010, by and among Genesco Inc., a Tennessee corporation (the “Corporation”), and                           (“Executive”).
WITNESSETH:
     WHEREAS, the Corporation and Executive are parties to an Employment Protection Agreement made and entered into as of the ___ day of                          , ____ (the “Employment Protection Agreement”); and
     WHEREAS, the Corporation and Executive desire to amend the Employment Protection Agreement as set forth herein.
     NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
AGREEMENT
  1.   Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Employment Protection Agreement.
 
  2.   Amendment of Employment Protection Agreement. The Employment Protection Agreement is hereby amended as follows:
  (a)   Section 3 of the Employment Protection Agreement is hereby deleted in its entirety and replaced with the following:
 
           “3. EMPLOYMENT PERIOD. If the Executive is employed on the Effective Date, the Corporation agrees to continue the Executive in its employ, and the Executive agrees to remain in the employ of the Corporation, for the period (the “Employment Period”) commencing on the Effective Date and ending on the earliest to occur of (i) the third anniversary of the Effective Date and (ii) the date of any termination of the Executive’s employment in accordance with Section 6 of this Agreement.”
 
  (b)   Section 6(d)(i) to (iv) inclusive of the Employment Protection Agreement shall be deleted and the following shall be inserted in their stead:
  “(i)   a good faith determination by the Executive that, without his prior written consent, the Corporation or any of its officers has taken or failed to take any action (including, without limitation, (A) exclusion of the Executive from consideration of material matters within his

 


 

      area of responsibility, (B) statements or action which undermine the Executive’s authority with respect to persons under his supervision or reduce his standing with his peers, (C) a pattern of discrimination against or harassment of the Executive or persons under his supervision, or (D) the subjection of the Executive to procedures not generally applicable to other similarly situated executives) which materially changes the Executive’s position (including titles), authority or responsibilities under Section 4 of this Agreement or materially reduces the Executive’s ability to carry out his duties and responsibilities under Section 4 of this Agreement;
  (ii)   any failure by the Corporation to comply with any of the provisions of Section 5 of this Agreement, other than an immaterial or inadvertent failure remedied by the Corporation promptly after receipt of notice thereof from Executive;
 
  (iii)   the Corporation’s requiring the Executive to be employed at any location more than 50 miles further from his principal residence than the location at which the Executive was employed immediately preceding the Effective Date; or
 
  (iv)   any failure by the Corporation to obtain the assumption of and agreement to perform this Agreement by a successor as contemplated by Section 14(b) of this Agreement, provided that the successor has had actual written notice of the existence of this Agreement and its terms and an opportunity to assume the Corporation’s responsibilities under this Agreement during a period of 30 days after receipt of such notice.
  (c)   Section 6(e) of the Employment Protection Agreement shall amended by replacing “180 days of the Executive’s having actual knowledge of all the events” with “90 days of the initial existence of all the events” in the second sentence thereof, and by replacing “not more than 15 days” with “not less than 30 days and not more than 45 days” in the parenthetical following (iii). The following sentence shall be inserted immediately before the last sentence of Section 6(e):
 
      “Executive’s termination on or after the date set forth in the Notice of Termination shall be considered for “Good Reason” unless the Corporation shall have remedied the condition within thirty (30) days following its receipt of the Executive’s Notice of Termination.”
 
  (d)   Section 7(a) of the Employment Protection Agreement is hereby deleted in its entirely and replaced with the following:
 
      “(a) DEATH OR DISABILITY. If the Executive’s employment is terminated during the Employment Period by reason of the Executive’s death or Disability, this Agreement shall terminate without further

 


 

      obligations to the Executive or Executive’s legal representatives, as applicable, under this Agreement other than those obligations accrued hereunder at the date of his death or Disability, including, for this purpose (i) the Executive’s accrued but unpaid full Base Salary through the Date of Termination, (ii) the product of (x) the average of the two most recent annual bonuses paid to the Executive omitting from the average any year in which no bonus was paid (the “Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year of the Corporation through the Date of Termination, and the denominator of which is 365 (such product, the “Pro-rated Bonus Obligation”), and (iii) any other amounts or benefits owing to the Executive under the then applicable employee benefit plans or policies of the Corporation, including an employee benefit plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, an Employee Benefit Plan”), with such amounts to be paid in accordance with the terms of such Employee Benefit Plans (such amounts specified in clauses (i), (ii) and (iii) are hereinafter referred to as “Accrued Obligations”). Except in the case of payments due to the Executive under any Employee Benefit Plan, all such Accrued Obligations shall be paid to the Executive or Executive’s legal representatives, as applicable, in a lump sum in cash within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive’s family shall be entitled to receive benefits at least equal to the most favorable level of benefits available to surviving families of executives of the Corporation and its affiliates under such plans, programs and policies relating to family death benefits, if any, of the Corporation and its affiliates in effect at any time during the 90-day period immediately preceding the Effective Date. For purposes of this Section 7(a), Disability shall mean the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan sponsored by the Corporation and which covers employees of the Corporation or (iii) is determined to be totally disabled by the Social Security Administration”
 
  (e)   Section 7(b) of the Employment Protection Agreement is hereby deleted in its entirely and replaced with the following:
 
           “(b) CAUSE AND VOLUNTARY TERMINATION. If, during the Employment Period, the Executive’s employment shall be terminated for Cause or voluntarily terminated by the Executive (other than on account of Good Reason), the Corporation shall pay the Executive the Accrued Obligations other than the Pro-rated Bonus Obligation. Except in the case of payments due to the Executive under any Employee Benefit Plan, which

 


 

      payments shall be governed by the terms thereunder, the Executive shall be paid all such Accrued Obligations in a lump sum in cash within 30 days of the Date of Termination and the Corporation shall have no further obligations to the Executive under the Agreement.”
  (f)   The last paragraph of Section 7(c)(i)(B) shall be restated as follows:
 
      “provided, however, that with respect to the medical insurance coverage referred to in Section 5(d) of this Agreement, at the Executive’s election made within 15 days after the Date of Termination, in lieu of paying the lump sum amount attributable to such medical insurance coverage, the Corporation shall provide the benefits described in clause (ii) below; and”
 
  (g)   Section 7(c)(i)(C) of the Agreement shall be deleted in its entirety.
 
  (h)   Section 7(c)(ii) of the Agreement shall be restated as follows:
 
      “ (ii) Continuation of Certain Welfare Plan Benefits. At the election of the Executive, in lieu of the lump sum amount attributable to medical coverage described in Section 7(d)(i)(B)(3) of this Agreement, the Corporation shall (i) pay to Executive a lump sum equal to one half the annual cost (as determined in such Section 7(d)(i)(B)(3)) of such medical coverage and (ii) maintain at its expense for the continued benefit of the Executive and his dependents all medical plans described in paragraph 5(d) of this Agreement, or if continued participation is not possible under the terms of such plans, the Corporation shall provide the Executive and his dependents with benefits equivalent to those they were receiving under such medical plans prior to the Effective Time, such benefits to be provided at the Corporation’s expense by means of individual insurance policies, or if such policies cannot be obtained, from the Corporation’s assets, all such benefits to be provided, whether from the Corporation’s welfare benefit plans, individual insurance policies or the Corporation’s general assets, from the Date of Termination until the earlier of (i) the end of the eighteen month period immediately following the Date of Termination or (ii) the Executive’s normal retirement date under the Corporation’s retirement plans as in effect from time to time.
 
      The medical benefits required to be provided pursuant to this Section 7(d)(ii) are not intended to be a substitute for any extended coverage benefits (“COBRA Rights”) described in Section 4980B of the Code, and such COBRA Rights shall not commence until the period of coverage specified in the immediately preceding sentence comes to an end.”
 
  (i)   A new Section 9(e) is added to the Employment Protection Agreement, which shall provide as follows:
 
      “(e) Any “Gross-Up Payment” due to the Executive under this Section 9 shall be paid at such time as provided in this Section 9, but in no event later

 


 

      than December 31 of the year following the year (A) any tax is paid to the Internal Revenue Service regarding this Section 9 or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 9 is completed or resolved in accordance with Section 1.409A-3(i)(1)(v) of the Treasury Regulations.”
  (j)   The following paragraph shall be inserted as a new Section 16 of the Agreement:
     “16. EFFECT OF SECTION 409A.
          (a) It is intended that (1) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under of Sections 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, if the Corporation determines (i) that on the date Executive’s employment with the Corporation terminates or at such other time that the Corporation determines to be relevant, Executive is a “specified employee” (as such term is defined under Section 409A of the Code and the Treasury Regulations promulgated thereunder) of the Corporation and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement then such payments shall be delayed until the date that is six months (or such longer period required under Section 409A of the Code, including such period, if applicable, as may be required under Internal Revenue Notice 2010-6) after date of Executive’s “separation from service” (as such term is defined under Section 409A of the Code) with the Corporation, or, if earlier the date of the Executive’s death. Any amounts delayed under this Section 16(a) shall be paid on the first day of the seventh month following the Executive’s termination of employment, or if earlier, the Executive’s death.
(b) Notwithstanding any other provision to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Corporation within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.”

 


 

(c) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code.
(d) Notwithstanding any other provision to the contrary, to the extent that any reimbursement (including expense reimbursements), fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of his employment under this Agreement (including, to the extent applicable Section 5(e) above) or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit may not be subject to liquidation or exchange for another benefit.”
(e) For the avoidance of doubt, any payment due under this Agreement within a period following the Executive’s termination of employment, death, Disability or other event, shall be made on a date during such period as determined by the Corporation in its sole discretion.
(f) This Agreement shall be interpreted in accordance with, and the Corporation and the Executive will use their best efforts to achieve timely compliance with, Section 409A of the Code and the Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that the Corporation determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A of the Code, the Corporation may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that Corporation reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code.
  3.   Full Force and Effect. Except as amended by this Amendment, the Employment Protection Agreement, as originally executed by the parties, shall remain in full

 


 

      force and effect.
  4.   Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed and original, and all of which, taken together, shall constitute a complete document.
     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
         
     
     
  [Executive]   
 
  GENESCO INC.
 
 
  By:      
    Name:      
    Title:      
 

 

EX-10.T 4 g22711exv10wt.htm EX-10.T exv10wt
Exhibit (10)t.
March 29, 2010
Mr. Hal N. Pennington
Dear Hal:
This letter will memorialize our agreement (the “Agreement”) with respect to your employment by Genesco Inc. (“Genesco”).
1.   Chairman. You will continue in the office of chairman of Genesco until April 1, 2010 (the “Transition Date”). Effective on the Transition Date, you will resign that office.
 
2.   Employee Consultant. Effective from the Transition Date until the “Termination Date” (as defined herein), you will continue to be employed by Genesco as a consultant to the board of directors and chief executive officer. The “Termination Date” for purposes of this Agreement means the date on which your employment by Genesco pursuant to this Agreement ends, and will be the earliest of (i) March 31, 2011, (ii) the date of your voluntary resignation or death, or (iii) the date of your termination for “Cause” (as defined herein). Genesco may terminate your employment for “Cause,” which for purposes of this Agreement means an act of dishonesty or gross misconduct which results or is intended to result in material damage to Genesco’s business or reputation.
 
3.   Duties. Prior to the Transition Date, you will continue to perform the duties of the office of chairman in substantially the same manner as you have been accustomed to perform them. From and after the Transition Date, you will be reasonably available to consult with the chief executive officer or members of the board of directors on matters within your expertise, including matters of corporate governance and strategy, and to perform such related duties as they may reasonably request. You will devote such time and effort as may be reasonably necessary to discharge such responsibilities.
 
4.   Compensation and Benefits.
  (a)   Base Salary. Until the Transition Date, your current base salary of $18,750.00 per month will remain in effect. After the Transition Date until the Termination Date, Genesco will pay you a base salary of $8,333.33 per month.

 


 

Mr. Hal Pennington
March 29, 2010
Page 2
  (b)   Benefits and Programs. Until the Termination Date, you will remain eligible to participant in all employee benefit, insurance, and compensation plans and programs for which you are eligible on the date of this Agreement, except that you will not participate in the Company’s annual incentive (EVA) plan for fiscal year 2011 or fiscal year 2012, and you will not receive a grant of stock options, restricted stock, or other stock-based compensation during either of those fiscal years. The termination of your employment on the Termination Date shall be considered normal retirement under the Company’s retirement policy for purposes of all employee benefit, insurance, and compensation plans and programs in which you are a participant.
 
  (c)   Employment Protection Agreement. The Employment Protection Agreement (the “EPA”) between you and the Company dated as of April 24, 2002, as such agreement may be amended, shall remain in effect until the Termination Date. If the “Effective Date” as defined in the EPA occurs between the Transition Date and the Termination Date, however, the express provisions of this Agreement shall control in the event of a conflict with Sections 3, 4, 5(b) or 5(c) of the EPA.
5.   Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee, without reference to conflict of laws principles.
Please indicate your concurrence with the provisions of this Agreement by signing it in the space indicated below.
         
  GENESCO INC.
 
 
  By   /s/ Robert J. Dennis    
    Robert J. Dennis   
    President and Chief Executive Officer   
Confirmed and agreed:
         
     
/s/ Hal N. Pennington      
Hal N. Pennington     
     
Date: March 29, 2010

 

EX-21 5 g22711exv21.htm EX-21 exv21
Exhibit (21)
SUBSIDIARIES OF THE REGISTRANT
Subsidiaries of the Company:
 
                 
    Place of     Percent of Voting Securities  
Names of Subsidiary   Incorporation     Owned by Registrant  
 
Beagen Street Corporation
  Delaware     100  
Flagg Bros. of Puerto Rico, Inc.
  Delaware     100  
GCO Properties, Inc.
  Tennessee     100  
Genesco Brands, Inc.
  Delaware     100  
Genesco Global, Inc.
  Delaware     100  
Genesco Merger Company Inc.
  Tennessee     100  
Genesco Virgin Islands
  Virgin Islands     100  
Genesco World Apparel, Ltd.
  Delaware     100  
Hat World Corporation
  Delaware     100  
GCO Canada Inc.
  Canada     100  
Hat World, Inc.
  Minnesota     100  
Hatworld.com, Inc.
  South Dakota     100  
Hat World Services, Inc.
  Delaware     100  
 

 

EX-24 6 g22711exv24.htm EX-24 exv24
Exhibit (24)
POWER OF ATTORNEY
The undersigned, certain of the officers and directors of Genesco Inc., a Tennessee corporation (“Genesco”), do hereby constitute and appoint Roger G. Sisson and James S. Gulmi, and any one of them, to act severally as attorneys-in-fact for and in their respective names, places and steads, with full power of substitution, to execute, sign and file with the Securities and Exchange Commission the Annual Report on Form 10-K of Genesco for the fiscal year ended January 30, 2010, and any and all amendments thereto; granting to said attorneys-in-fact, and each of them, full power and authority to do and perform every act and thing whatsoever requisite or necessary to be done in and about the premises as fully to all intents and purposes as the undersigned or any of them might or could do if personally present, and the undersigned do hereby ratify and confirm all that said attorney-in-fact or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Executed this 26th day of February, 2010
     
/s/ Robert J. Dennis
  /s/ James S. Gulmi
 
   
Robert J. Dennis, President and
  James S. Gulmi, Senior Vice President-Finance
Chief Executive Officer and a Director
  (Principal Financial Officer)
 
   
/s/ James S. Beard
  /s/ Matthew C. Diamond
 
   
James S. Beard, Director
  Matthew C. Diamond, Director
 
   
/s/ Leonard L. Berry
  /s/ Marty G. Dickens
 
   
Leonard L. Berry, Director
  Marty G. Dickens, Director
 
   
/s/ William F. Blaufuss, Jr.
  /s/ Ben T. Harris
 
   
William F. Blaufuss, Jr., Director
  Ben T. Harris, Director
 
   
/s/ James W. Bradford
  /s/ Kathleen Mason
 
   
James W. Bradford, Director
  Kathleen Mason, Director
 
   
/s/ Robert V. Dale
  /s/ Hal N. Pennington
 
   
Robert V. Dale, Director
  Hal N. Pennington, Director

 

EX-31.1 7 g22711exv31w1.htm EX-31.1 exv31w1
Exhibit 31.1
Certification of Chief Executive Officer
I, Robert J. Dennis, certify that:
1. I have reviewed this annual report on Form 10-K of Genesco Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 


 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 31, 2010
         
     
  /s/ Robert J. Dennis    
  Robert J. Dennis   
  Chief Executive Officer   

 

EX-31.2 8 g22711exv31w2.htm EX-31.2 exv31w2
         
Exhibit 31.2
Certification of Chief Financial Officer
I, James S. Gulmi, certify that:
1. I have reviewed this annual report on Form 10-K of Genesco Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 


 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 31, 2010
         
     
  /s/ James S. Gulmi    
  James S. Gulmi   
  Chief Financial Officer   

 

EX-32.1 9 g22711exv32w1.htm EX-32.1 exv32w1
         
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Genesco Inc. (the “Company”) on Form 10-K for the period ended January 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Dennis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
/s/ Robert J. Dennis      
Robert J. Dennis     
Chief Executive Officer
March 31, 2010 
   

 

EX-32.2 10 g22711exv32w2.htm EX-32.2 exv32w2
         
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Genesco Inc. (the “Company”) on Form 10-K for the period ended January 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James S. Gulmi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
/s/ James S. Gulmi      
James S. Gulmi     
Chief Financial Officer
March 31, 2010 
   
 

 

EX-99 11 g22711exv99.htm EX-99 exv99
Exhibit 99
AUDITED FINANCIAL STATEMENTS
Genesco Employee Stock Purchase Plan
As of January 30, 2010 and January 31, 2009 and for Each of the Three Fiscal
Years in the Period Ended January 30, 2010 with
Report of Independent Registered Public Accounting Firm

 


 

Genesco Employee Stock Purchase Plan
Audited Financial Statements
As of January 30, 2010 and January 31, 2009 and for Each
of the Three Fiscal Years in the Period Ended January 30, 2010
Contents
         
Report of Independent Registered Public Accounting Firm
    1  
 
       
Audited Financial Statements
       
 
       
Statements of Financial Condition
    2  
Statements of Income and Changes in Plan Equity
    3  
Notes to Financial Statements
    4  

 


 

Report of Independent Registered Public Accounting Firm
To the Participants and Administrator
of the Genesco Employee Stock Purchase Plan
We have audited the accompanying statements of financial condition of the Genesco Employee Stock Purchase Plan as of January 30, 2010 and January 31, 2009 and the related statements of income and changes in plan equity for each of the three fiscal years in the period ended January 30, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Genesco Employee Stock Purchase Plan at January 30, 2010 and January 31, 2009, and the income and changes in plan equity for each of the three fiscal years in the period ended January 30, 2010, in conformity with U. S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 31, 2010

-1-


 

Genesco Employee Stock Purchase Plan
Statements of Financial Condition
                 
    January 30,     January 31,  
Assets   2010     2009  
 
Due from Genesco Inc.
  $ 56,648     $ 53,590  
 
Total Assets
  $ 56,648     $ 53,590  
 
 
               
Liabilities and Plan Equity
               
 
Plan equity
  $ 56,648     $ 53,590  
 
Total Liabilities and Plan Equity
  $ 56,648     $ 53,590  
 
See accompanying notes.

-2-


 

Genesco Employee Stock Purchase Plan
Statements of Income and Changes in Plan Equity
                         
    For the Fiscal Year Ended  
    January 30,     January 31,     February 2,  
    2010     2009     2008  
 
Employee contributions
  $ 143,062     $ 121,300     $ 185,981  
Options exercised
    (99,467 )     (54,420 )     (210,920 )
Distributions to withdrawn participants
    (40,537 )     (13,290 )     (98,228 )
 
Net increase (decrease) in plan equity
    3,058       53,590       (123,167 )
Plan equity at beginning of year
    53,590       -0-       123,167  
 
Plan Equity at End of Year
  $ 56,648     $ 53,590     $ -0-  
 
See accompanying notes.

-3-


 

Genesco Employee Stock Purchase Plan
Notes to Financial Statements
Note 1
Summary of Significant Accounting Policies
 
Basis of Accounting
The records of the Genesco Employee Stock Purchase Plan (the “Plan”) are prepared on the accrual basis of accounting.
Administrative Expenses
All expenses incurred in administration of the Plan are paid by Genesco Inc. (the “Company”) and are excluded from these financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires Plan management to make estimates that affect the reported amounts of Plan assets and liabilities and disclosure of any contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in Plan equity during the period. Actual results could differ from those estimates and the differences could be material.
Note 2
The Plan
 
Background and Summary
The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the 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.
On June 17, 2007, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”) with The Finish Line, Inc. (“Finish Line”), in which Finish Line agreed to purchase all of the outstanding shares of the Company. As a result of the then-pending Merger Agreement, the Company amended the Plan effective September 28, 2007 to suspend participant contributions to the Plan, to suspend any future Plan years and option periods, and to terminate the Plan upon the effective time of the Merger Agreement. The amended Plan also stated that if the Merger Agreement was terminated for any reason prior to the effective date, a new Plan year and option period would begin and participant contributions would recommence, on the first day of the month following the month in which the termination occurs. The Merger Agreement was terminated in March 2008. A new short Plan year commenced on April 1, 2008.
Eligibility
Each employee who is not a highly compensated employee as described in Section 414(a) of the Internal Revenue Code of 1986 (“the Code”), and whose customary employment is greater that 20 hours per week and greater than five months per year is eligible to participate in the Plan if the employee has been employed by the Company for at least six months prior to the grant date. The Plan excludes statutory insiders and five percent shareholders.

-4-


 

Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Note 2
The Plan, Continued
 
Contributions
Contributions to the Plan are solely from participating employees of the Company who, through after-tax payroll deductions, may use their contributions to purchase common stock of the Company at the end of a one-year option period. The maximum number of shares available to any participant is the lesser of 2,000 a year or that number of shares equal to $10,000 divided by the closing market price of the common stock on the grant date or the exercise date. The maximum contribution is the lesser of $9,500 a year or 15% of the 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. The initial grant date was October 1, 1995.
The participant will purchase shares of the Company’s common stock at 95% of the market price on the exercise date. Options are to be granted each year through and including October 1, 2010, unless the Board of Directors of the Company, at its discretion, determines in advance that no options are to be granted. The cumulative number of shares which may be purchased under the Plan is 1,000,000. The options granted and rights thereto may not be sold, assigned, pledged or otherwise transferred. No participant contributions were accepted by the Company under the Plan, as amended, from September 28, 2007 through March 31, 2008. Contributions began again April 1, 2008 with the beginning of a new short Plan year as a result of the termination of the Merger Agreement.
Participant Accounts
Periodically throughout the year, each participant is provided with statements reflecting the value of his or her account. Participant contributions are held by the Company, which has an unsecured obligation to the Plan.
At the exercise date, the Company issues stock that is transferred to a brokerage firm and distributed according to the number of options exercised by each participant.
Vesting
Participants are 100% vested in the value of their account and may withdraw from the Plan at any time except during the period September 15 through September 30, which is the time that preparations are made for the issuance of the stock each year.
If a participant is terminated for any reason other than retirement, disability or death, the 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.

-5-


 

Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Note 2
The Plan, Continued
 
Plan Administrator
The Plan is to be administered by the compensation committee of the Company’s Board of Directors or another designee of the Board of Directors.
Income Tax Status
The Plan is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Code, as amended. Issuance of shares under this Plan are not intended to result in taxable income to participants in the Plan based on provisions of the Code. Accordingly, no income will result for federal income tax purposes when an option is granted or exercised; however, income may result upon disposition of the stock. Management believes that the Plan is operating in compliance with the Code and, therefore, no provision for income taxes has been reflected in the accompanying financial statements.
Note 3
Options to Purchase Company Stock
 
Due to the Plan amendment effective September 28, 2007, the Plan applied accumulated contributions of persons participating in the Plan on September 28, 2008 to purchase Company common stock. A new short Plan year began April 1, 2008.
                                 
            Option Period
            10/01/09   10/01/08   04/01/08
            to   to   to
Options to Purchase Company Stock   Total   09/30/10   09/30/09   09/30/08
 
Options outstanding, February 2, 2008
    -0-       -0-       -0-       -0-  
 
Estimated options granted — April 1, 2008
    2,003       -0-       -0-       2,003  
Estimated options granted — October 1, 2008
    9,567       -0-       9,567       -0-  
Less options granted at exercise date
    (49 )     -0-       -0-       (49 )
Options exercised
    (1,711 )     -0-       -0-       (1,711 )
Options withdrawn
    (243 )     -0-       -0-       (243 )
 
Options outstanding, January 31, 2009
    9,567       -0-       9,567       -0-  
 
Estimated options granted — October 1, 2009
    6,663       6,663       -0-       -0-  
Less options granted at exercise date
    (2,961 )     -0-       (2,961 )     -0-  
Options exercised
    (4,350 )     -0-       (4,350 )     -0-  
Options withdrawn
    (2,256 )     -0-       (2,256 )     -0-  
 
Options outstanding, January 30, 2010
    6,663       6,663       -0-       -0-  
 
The cumulative options exercised as of January 30, 2010 are 677,152.

-6-


 

Genesco Employee Stock Purchase Plan
Notes to Financial Statements (Continued)
Note 3
Options to Purchase Company Stock, Continued
 
                         
    Option Period  
    10/01/09     10/01/08     04/01/08  
    to     to     to  
    09/30/10     09/30/09     09/30/08  
Date of grant
    10/01/09       10/1/08       4/1/08  
Exercise date
    09/30/10       9/30/09       9/30/08  
95% of fair market value of stock at date of exercise
  na   $22.87     $31.81  
At the beginning of each option period, the Company estimates the number of options to be granted based on participant contributions and the current stock price. At the end of the option period, the Company grants options to each plan participant. In the event plan contributions, withdrawals or the stock price are different than originally estimated, additional or fewer options may be granted at the end of the option period (exercise date).
                                 
            Option Period  
            10/01/09     10/01/08     04/01/08  
            to     to     to  
Number of Participants   Total     09/30/10     09/30/09     09/30/08  
 
Active, February 2, 2008
    -0-       -0-       -0-       -0-  
 
Enrollment — April 1, 2008
    131       -0-       -0-       131  
Enrollment — October 1, 2008
    162       -0-       162       -0-  
Exercised options
    (110 )     -0-       -0-       (110 )
Withdrawn
    (21 )     -0-       -0-       (21 )
 
Active, January 31, 2009
    162       -0-       162       -0-  
 
Enrollment — October 1, 2009
    163       163       -0-       -0-  
Exercised options
    (99 )     -0-       (99 )     -0-  
Withdrawn
    (63 )     -0-       (63 )     -0-  
 
Active, January 30, 2010
    163       163       -0-       -0-  
 

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