T h e B u s i n e s s o f G e n e s c o
Founded in 1924, Nashville, Tennessee-based Genesco Inc. (NYSE: GCO) is a leading retailer of branded footwear, licensed
and branded headwear and accessories and wholesaler of branded footwear. It operates more than 2,300 footwear and
headwear retail stores in the United States, Puerto Rico and Canada, principally under the names Journeys,® Journeys
Kidz,® Shi by Journeys,® Johnston & Murphy,® Underground Station,® Lids,® and on Internet websites, www.journeys.com,
www.journeyskidz.com, www.shibyjourneys.com, www.undergroundstation.com, www.johnstonmurphy.com,
www.dockersshoes.com, and www.lids.com. In addition, the Company’s Lids Sports Group operates the Lids Locker
Room and other team sports fan shops and single team clubhouse stores, and the Lids Team Sports team dealer
business. Genesco also designs, sources, markets and distributes footwear under its own Johnston & Murphy brand and
under the licensed Dockers brand. Genesco relies primarily on independent third party manufacturers for the production
of its footwear products sold at wholesale.
Table of Contents
Business of Genesco ......................................................................................................... 1
Financial Highlights ........................................................................................................... 2
Securities Information ........................................................................................................ 2
Total Return to Shareholders ............................................................................................. 3
Shareholders’ Message .................................................................................................... 4
Brand Profiles .................................................................................................................... 6
Management’s Discussion and Analysis of Financial
Condition and Results of Operations ............................................................................ 20
Financial Summary ......................................................................................................... 39
Management’s Responsibility for Financial Statements .................................................... 40
Report of Independent Registered Public Accounting Firm on
Financial Statements ................................................................................................... 41
Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting ..................................................................... 42
Consolidated Balance Sheets .......................................................................................... 43
Consolidated Statements of Operations ........................................................................... 44
Consolidated Statements of Cash Flows .......................................................................... 45
Consolidated Statements of Equity .................................................................................. 46
Notes to Consolidated Financial Statements .................................................................... 47
Corporate Information ...................................................................................................... 82
Board of Directors ........................................................................................................... 83
Corporate Officers ........................................................................................................... 83
Genesco’s Retail Network ................................................................................................ 84
This annual report contains certain forward-looking statements. Actual results could be materially different. For discussion of
some of the factors that could adversely affect future results, please see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the material under the caption “Risk Factors” in the Company’s annual report on form
10-K for Fiscal 2011 filed with the Securities and Exchange Commission.
1
f i n a n c i a l h i G h l i G h T s
For THe FISCAL YeAr:
Net Sales
Earnings From Continuing Operations
Net Earnings
Diluted Earnings Per Common Share
From Continuing Operations
Diluted Net Earnings Per Share
AT YeAr end:
working Capital
Long-Term Debt
Equity
Shares Outstanding
Book Value Per Share
Approximate Number of Common
Shareholders of Record
2011
2010
% CHANGE
$ 1,789,839,000
$ 1,574,352,000
$
$
$
$
54,547,000
53,211,000
2.29
2.24
$ 278,692,000
$
-0-
$ 626,821,000
23,674,000
$
26.15
3,150
$
$
$
$
$
$
$
$
29,086,000
28,813,000
1.31
1.30
280,415,000
-0-
582,313,000
24,074,000
23.97
3,400
14 %
88 %
85 %
75 %
72 %
(1)%
0 %
8 %
(2)%
9 %
s e c u r i T i e s i n f o r m aT i o n
C O M M O N S T O C K : N E w Y O R K A N D C H I C A G O S T O C K E x C H A N G E S
Quarter ended May 1
Quarter ended July 31
Quarter ended October 30
Quarter ended January 29
Fiscal 2011
Fiscal 2010
Fiscal 2009
High
35.00
34.07
34.10
41.20
Low
21.00
24.72
24.49
31.90
High
23.26
26.51
29.69
29.71
Low
11.31
17.51
19.73
23.11
High
33.50
31.91
38.74
25.08
Low
18.76
20.33
18.99
10.37
CREDITS: ©Chun Y. LaI. aLL RIghTS RESERvED. pERmISSIon IS REquIRED foR anY oThER REpRoDuCTIon oR DISTRIbuTIon. LIfESTYLE anD pRoDuCT ShoTS
pRovIDED bY gEnESCo opERaTIng DIvISIonS. pagE 4 phoTo: Dana ThomaS
2
T o Ta l r e T u r n T o s h a r e h o l d e r s
INCLUDES REINVESTMENT OF DIVIDENDS
The graph below compares the cumulative total shareholder return on the Company’s common stock for the last five fiscal years with the cumulative total
return of (i) the S&P 500 Index and (ii) the S&P 1500 Footwear Index. The graph assumes the investment of $100 in the Company’s common stock, the S&P
500 Index and the S&P 1500 Footwear Index at the market close on January 31, 2006 and the reinvestment monthly of all dividends.
c o m pa r i s o n o f 5 Y e a r c u m u l aT i v e T o Ta l r e T u r n
3 5 0
3 0 0
2 5 0
2 0 0
15 0
10 0
5 0
0
FYe 06
GENESCO INC.
S&P 500 INDEx
S&P 1500 FOOTwEAR INDEx
FYe 07
FYe 08
FYe 09
FYe 10
FYe 11
Genesco Inc.
S&P 500 Index
S&P 1500 Footwear Index*
Genesco Inc.
S&P 500 Index
S&P 1500 Footwear Index*
Annual return Percentage
Years ended
FYe 07
6.41
14.99
24.89
FYe 08
-18.06
-1.80
16.58
FYe 09
-49.06
-39.37
-36.59
FYe 10
53.12
33.14
49.26
FYe 11
53.77
21.26
34.33
Base
Period
FYe 06
$ 100.00
100.00
100.00
Index returns
Years ended
FYe 07
$ 106.41
114.99
124.89
$
FYe 08
87.19
112.92
145.59
$
FYe 09
44.42
68.47
92.32
FYe 10
$ 68.01
91.16
137.80
FYe 11
$ 104.58
110.53
185.11
* The S&P 1500 Footwear Index consists of Crocs Inc., Deckers Outdoor Corp., Iconix Brand Group, Inc., K-Swiss Inc. –CL A, Madden Steven Ltd., Nike Inc. –CL B, Skechers U.S.A. Inc., Timberland Co. –CL A and Wolverine World Wide.
3
S H A r e H o L d e r S ’ m e S S A g e
To our shareholders:
Two years ago, in the face of a significant
economic downturn and despite short-term
pressures on our performance, we saw a glass
half full, offering opportunities to strengthen
Genesco’s strategic position and to prepare for
future growth. we thought that a company
positioned as we were, with a strong portfolio of
businesses, each characterized by leadership in
its respective market sector and competitive
advantages that make its leadership position
defensible, could emerge from the downturn
relatively stronger than we entered it. we see
Fiscal 2011’s excellent results as validating that
vision and the steps we took to realize the
opportunities we identified. Each of our businesses
contributed to the year’s improved results in a way
geneSCo mAnAgemenT CommITTee fRom LEfT: bob DEnnIS, ChaIRman, pRESIDEnT
anD ChIEf ExECuTIvE offICER, gEnESCo InC.; anDY gILbERT, pRESIDEnT, gEnESCo LICEnSED
bRanDS; RogER SISSon, SEnIoR vICE pRESIDEnT, CoRpoRaTE SECRETaRY anD gEnERaL
CounSEL; JIm ESTEpa, SEnIoR vICE pRESIDEnT, ChIEf ExECuTIvE offICER – gEnESCo RETaIL
gRoup; Jon CapLan, SEnIoR vICE pRESIDEnT, ChIEf ExECuTIvE offICER – gEnESCo bRanDED
gRoup, pRESIDEnT – JohnSTon & muRphY; JIm guLmI, SEnIoR vICE pRESIDEnT – fInanCE
anD ChIEf fInanCIaL offICER; mImI vaughn, SEnIoR vICE pRESIDEnT – STRaTEgY anD
that reinforces our enthusiasm about our outlook.
ShaRED SERvICES; KEn KoChER, SEnIoR vICE pRESIDEnT, pRESIDEnT – LIDS SpoRTS gRoup.
journeYS grouP
Journeys’ position as the number-one specialty footwear retailer for teens was further strengthened by an ongoing fashion shift
away from athletic toward casual footwear during the year. while Journeys has proven its ability to serve its customer across
the full range of fashion trends, there are simply more places in the mall to purchase athletic footwear than non-athletic casual
styles, and Journeys’ status as the destination for teen fashion footwear is amplified when fashions trend toward non-athletic
casual footwear. Journeys Group same store sales increased 7% for the year. Based on the history of product cycles in teen
fashion footwear, we expect the merchandise trends that benefitted Journeys in Fiscal 2011 to continue to drive the business
forward in Fiscal 2012. we also look forward to pushing ahead with the expansion opportunity in Canada, where we opened
three stores in Fiscal 2011 with encouraging early results. The Journeys Group ended the year with 1,017 Journeys, Journeys
Kidz and Shi by Journeys stores, and accounted for 45% of Genesco’s sales in Fiscal 2011.
LIdS SPorTS grouP
Fiscal 2011 saw continuing progress in the transformation of our Hat world business into the Lids Sports Group. we are
leveraging Lids’ well-established position as the leading national retailer of licensed sports-related headwear to create a
broader leadership position in the licensed sports retail and team sports markets. we made a number of small acquisitions
during the year, adding new regions and product offerings to our Lids Team Sports team dealer business with the acquisition
of west Coast-based Brand Athletics and East Coast-based Anaconda Sports, and adding college and professional team-
specific clubhouse stores and websites to our base of Lids Locker Room fan shops with the acquisition of Sports Avenue.
Our goal is to make Lids the brand that sports-oriented consumers think of first, in connection with both the teams they root
for and the teams they play for. The success of our merchandising initiatives combined with the execution of our acquisition
strategy helped the Lids Sports Group achieve sales growth of 30% for the year. As we continue to integrate the Lids hat
stores, Lids Locker Room fan shops, Lids Clubhouse stores, Lids Team Sports, and Lids.com under the Lids Sports Group
umbrella, we believe there are meaningful cross-selling opportunities and operational synergies yet to be realized and
additional opportunities to gain share in a large but highly fragmented market. The Lids Sports Group ended the year with
985 retail stores and accounted for 34% of Genesco’s sales for Fiscal 2011.
joHnSTon & murPHY
Johnston & Murphy enjoyed a post-recession resurgence in Fiscal 2011, meeting improved consumer demand with a broader
offering of casual footwear, apparel and accessories. Sales increased 11% for the year, with an 8% same store sales increase
and a 21% increase in wholesale sales. Johnston & Murphy continues to expand its reach, exploring how the lifestyle it
represents translates across other product categories and even in a still small but well-received women’s product line. Johnston
& Murphy ended the year with 156 stores and accounted for 10% of Genesco’s sales for Fiscal 2011.
4
LICenSed BrAndS
Licensed Brands, which includes our licensed Dockers Footwear and Chaps Footwear wholesale businesses and some other
small, wholesale footwear lines that draft off the group’s product development infrastructure, once again registered the highest
operating margin in the Company in Fiscal 2011. Licensed Brands continues to find creative ways to leverage its sourcing
expertise and knowledge of the footwear market across new lines and categories, and we see considerable potential in this
business. Licensed Brands accounted for 6% of Genesco’s sales for Fiscal 2011.
underground STATIon grouP
while sales at Underground Station, our urban-oriented footwear retail concept, have remained challenging, the division’s
bottom line improved, thanks to our ongoing efforts to work down the store base to its profitable core. we closed 19 Underground
Station stores in Fiscal 2011, ending the year with 151 stores, and plan to continue to manage this chain with a focus on cash
flow and strengthening the bottom line. Underground Station Group accounted for 5% of Genesco’s sales for Fiscal 2011.
For the Company as a whole, a combination of solid sales growth, gross margin expansion, and expense leverage resulted in
record revenues of $1.8 billion and an increase in diluted earnings per share from continuing operations to $2.29 in Fiscal 2011.
we spent $75 million on acquisitions and $25 million on the repurchase of Genesco stock and ended the year with $56 million
in cash and no debt. while we are proud of our recent performance, our focus is firmly on the future. we have emerged from
one of the most difficult periods in recent history of retail as a stronger company with what we see as even more compelling
growth prospects than when the recession began. Each of our major businesses continues to occupy either the number-one or
number-two position in its niche, with opportunities for growth in new territories and new product lines. Our clean balance sheet
supports our ambition for future growth.
In Genesco’s current five-year strategic plan, we are targeting annual sales of at least $2.3 billion by Fiscal 2015, with operating
earnings growth of 15% to 20% annually. Achieving these goals would return our consolidated operating margin to pre-recession
levels, around 8%. These targets reflect what we view as relatively moderate assumptions of only 3% to 4% same store sales
growth annually, with a higher contribution from e-commerce sales, adding roughly 300 net new stores, and continued leverage
on rent and depreciation. The plan would also produce significant excess cash, which could be used to fuel additional growth.
Our defining strength is our ability to manage niche consumer businesses that are difficult for others to replicate. This strength
resides in the many individuals who make up this world-class organization, a dedicated, motivated and highly skilled talent
pool led by the senior management group pictured nearby. I am confident that we have the right people and strategies in place
to achieve our near-term targets and long-term objectives. I hope you all share my excitement about our Company’s future.
Robert J. Dennis
Chairman, President and Chief Executive Officer
Genesco Inc.
EVA®
Genesco has been an EVA® company since 1999. EVA advances the analysis of operating performance one step
beyond profitability by taking efficiency in capital usage into account. Essentially, EVA recognizes that companies
create the most wealth for their shareholders by making the greatest possible profit with the fewest possible net
assets. In fiscal 2011 we exceeded our annual EVA improvement goal. Because everyone at Genesco recognizes
the link between EVA improvement, shareholders’ wealth creation (and, not insignificantly, our own incentive
compensation), we are committed to continue growing earnings while tightly managing assets, to meet or exceed
our EVA improvement goals.
EVA is a registered trademark of Stern Stewart & Co
5
6
The Lids Sports Group is comprised of the LIDS retail headwear stores,
the LIDS Locker Room specialty fan retail chain, the LIDS Team Sports
wholesale team sports business, LIDS Clubhouse retail stores and its Internet
businesses, www.lids.com, www.lids.ca and www.lidsteamsports.com.
Operating out of Indianapolis, Indiana, the retail businesses make up more
than 975 mall-based, airport, street level and factory outlet locations
nationwide, and in Canada and Puerto Rico. LIDS retail stores offer
officially-licensed and branded college, major professional sports teams,
as well as other specialty fashion categories all in the latest styles and
colors. LIDS Locker Room is a mall-based retailer of sports headwear,
apparel, accessories, and novelties, and also operates Sports Fan-Attic and
Sports Avenue stores. LIDS Clubhouse operates team-specific professional
sports and university athletics retail stores and e-commerce sites. Most
LIDS and LIDS Locker Room stores also offer custom embroidery
capability. LIDS Team Sports is a full-service team uniform and apparel
dealer, custom screen printer, embroidery and sporting goods distributor.
7
Journeys is a leader in the teen specialty retail scene, with more than 800
stores in all 50 states, Puerto Rico and Canada. Journeys uses fashion-savvy
and merchandising science to keep in step with the fast-paced footwear
and accessories market for 13- to 22-year-old guys and girls. Journeys
offers a wide variety of trendy, relevant brands that cater to teens who seek
the hottest, new styles. The Journeys store is more than a retail environment;
it’s an extension of the teen lifestyle. From the plasma TVs playing exclusive
content and the latest music videos, to our visual merchandising strategy
and promotions, to our employees whose image and style reflect our
customers’ lifestyle and attitude. In addition, Journeys reaches its
customers through www.journeys.com, a mobile website, catalog, national
advertising, strategic cross-promotions, social media and an annual music
and action sports tour – the Journeys Backyard BBQ
(journeysbbq.com). Journeys – An Attitude You Can wear!
8
99
10
Launched in 2001 as an extension of the highly successful Journeys
footwear retail concept, Journeys Kidz is a unique branded kids’ footwear
retailer, targeting customers 5- to 12-years-old with trendy footwear styles
and accessories. whether it’s the skateboard-style footwear display, the
Playstation 2 terminals, or the TVs playing cartoons and music, Journeys Kidz
has a visually exciting atmosphere that is both fun for kids and functional for
parents. In addition to 149 stores, Journeys Kidz reaches its customers through
www.journeyskidz.com, its catalog, mobile website, brand
promotions, consumer contests and strategic partnerships.
11
Shi by Journeys is a brand extension from the Company’s successful
Journeys division. Shi by Journeys caters to fashionable women from
their early 20s to mid-30s, and is designed to continue to serve the
Journeys female customer as she matures and her fashion tastes evolve.
with 55 stores across the United States, this specialty store features
fashionable branded and private label footwear and accessories relevant
to the lifestyle of its trendy customer. Shi by Journeys reaches its
customers through www.shibyjourneys.com, national
advertising, a mobile website and a direct mail catalog.
12
13
1414
Underground Station is a mall-based specialty retail concept with 151
stores located across the United States. Underground Station services the
footwear and accessory needs of young men and women ages 20–35 who
are culturally diverse, fashion conscious and lead a lifestyle influenced by
trendy, street fashion. In addition to stores that are designed to reflect the
core consumer’s lifestyle, Underground Station reaches its target market
through www.undergroundstation.com, social media, brand
promotions, consumer contests and strategic partnerships.
1515
16
Craftsmanship, innovation and style are the hallmarks of the Johnston &
Murphy brand. Johnston & Murphy continues to appeal to successful,
affluent men with a broad array of footwear, apparel, luggage, leather
goods and accessories. In addition, Johnston & Murphy continues to
expand its collection of women’s footwear, handbags, outerwear and
accessories designed to appeal to stylish, affluent women. At Johnston &
Murphy, world-class service is the defining element of the shopping
experience, combining a warm and inviting store environment with a
commitment to understand the needs of our consumers and continually
exceed their expectations in both product and service. The brand
positions itself in its 156 stores in better malls and airports across the U.S.,
and also sells merchandise through a direct mail catalog, the Internet at
www.johnstonmurphy.com and through premier specialty and department
stores nationwide as well as internationally.
17
The Licensed Brands division is composed primarily of footwear marketed
under the Dockers ® Footwear name, for which Genesco has had the
exclusive men’s footwear license in the U.S. since 1991. Designed with an
emphasis on style and performance, Dockers Footwear has become a leader
in men’s dress casual and casual shoes. Marketed under license from Levi
Strauss & Co., Dockers remains one of the nation’s most recognized brand
names. It is the quintessential source for casual, authentic and stylish apparel
and footwear. The brand has evolved into a full lifestyle resource providing
superior styling, quality and value. Dockers Footwear is available through many
of the same national chains that carry Dockers apparel,
and in shoe chains and shoe stores across the country.
1818
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Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
forward-looking statements
This discussion and the notes to the Consolidated Financial Statements 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 the costs of responding to and
liability in connection with the network intrusion announced in December 2010, the timing and amount of non-cash
asset impairments, weakness in the consumer economy, competition in the Company’s markets, 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, the Company’s
ability to continue to complete acquisitions, expand its business and diversify its product base 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 maintain reductions in occupancy
costs achieved in recent lease negotiations, 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 the Company’s 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, in the Company’s Annual
Report on Form 10-K.
overview
d e s c r i p T i o n o f B u s i n e s s
The Company’s business includes the design and sourcing, marketing and distribution of footwear and accessories
through retail stores, including Journeys,® Journeys Kidz,® Shi by Journeys,® Johnston & Murphy® and Underground
Station® stores, in the U.S., Puerto Rico and Canada, and e-commerce websites, and at wholesale, primarily under
the Company’s Johnston & Murphy brand and the Dockers® brand and other brands that the Company licenses for
men’s footwear. The Company’s licensed brands are distributed to more than 950 retail accounts in the United States,
including a number of leading department, discount, and specialty stores. The Company’s business also includes Lids
Sports, which operates headwear and accessory stores under the Lids® name and other names in the U.S., Puerto
Rico and Canada, the Lids Locker Room business, consisting of sports-oriented fan shops featuring a broad array
of licensed merchandise such as apparel, hats and accessories, sports decor and novelty products, an e-commerce
business and an athletic team dealer business operating as Lids Team Sports. Including both the footwear businesses
and the Lids Sports business, at January 29, 2011, the Company operated 2,309 retail stores in the U.S., Puerto Rico
and Canada.
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; Lids Sports
Group, comprised primarily of the Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection and Hat world retail
headwear stores, the Sports Fan Attic retail licensed sports headwear, apparel and accessory stores acquired in
November 2009 and the Sports Avenue retail licensed sports headwear, apparel and accessory stores acquired in
October 2010, both of which are now referred to as Lids Locker Room, the Lids Team Sports business, including the
recently acquired Brand Innovators and Anaconda Sports team dealer businesses and certain e-commerce operations;
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.
20
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
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 20s to mid 30s. These stores
average approximately 2,125 square feet. The Journeys Group stores are primarily in malls and factory outlet centers
throughout the United States, and in Puerto Rico and Canada. Journeys also sells footwear and accessories through
a direct-to-consumer catalog and e-commerce operations.
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. Underground Station also sells footwear and accessories through an e-commerce operation. The Company plans
to close certain underperforming Underground Station 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 Lids Sports Group includes stores and kiosks, primarily under the Lids banner, that sell licensed and branded
headwear to men and women primarily in the early-teens to mid-20s age group. The Lids store locations average
approximately 825 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. In November 2009, the Company acquired Sports Fan
Attic, and in October 2010 Sports Avenue, both retail chains, as part of the Lids Sports Group. The Sports Fan Attic and
Sports Avenue stores, now referred to as Lids Locker Room, sell licensed sports headwear, apparel and accessories
to sports fans of all ages. Lids Locker Room stores average approximately 2,750 square feet and are in malls and
other locations throughout the United States. The Lids Sports Group also sells headwear and accessories through
e-commerce operations. In November 2008, the Company acquired Impact Sports, and in September 2009, Great
Plains Sports, both team dealer businesses, as part of the Lids Sports Group. In May 2010, the Company acquired
Brand Innovators, a west Coast team dealer business, and in August 2010, Anaconda Sports, a New York team dealer
business, as part of Lids Sports Group. Together, these team dealer businesses make up Lids Team Sports.
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 1,500 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 2,325 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.
s T r aT e G Y
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. Beginning in Fiscal 2010, the Company slowed the pace of new store openings
and focused on inventory management and cash flow in response to economic conditions. 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
21
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
its existing businesses, core expertise and strategic profile. Acquisitions involve a number of risks, including, among
others, 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,
in the Company’s Annual Report on Form 10-K. 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 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 recent recession and the current relatively 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 and importance in the industry segments in which it competes are important to
its ability to mitigate risks associated with changing customer preferences and other reductions in consumer demand.
s u m m a r Y o f r e s u lT s o f o p e r aT i o n s
The Company’s net sales increased 13.7% during Fiscal 2011 compared to Fiscal 2010. The increase was driven
primarily by a 30% increase in Lids Sports Group sales, a 7% increase in Journeys Group sales, an 11% increase
in Johnston & Murphy Group sales and a 9% increase in Licensed Brands sales, offset slightly by a 5% decrease in
Underground Station Group sales. Gross margin decreased slightly as a percentage of net sales during Fiscal 2011,
primarily due to margin decreases in the Journeys Group, Lids Sports Group and Licensed Brands offset by margin
increases in the Underground Station Group and Johnston & Murphy Group. Selling and administrative expenses
decreased as a percentage of net sales during Fiscal 2011, primarily due to expense decreases as a percentage of net
sales in all of the Company’s business segments except Licensed Brands. Earnings from operations increased as a
percentage of net sales during Fiscal 2011, primarily due to increased earnings from operations in all the Company’s
business segments including a smaller loss in the Underground Station Group, except the Licensed Brands segment.
significant developments
n e T w o r k i n T r u s i o n
On December 10, 2010, the Company announced that it had suffered a criminal intrusion into the portion of its computer
network that processes payments for transactions in its United States Journeys, Journeys Kidz, Shi by Journeys and Johnston
& Murphy stores and some of its Underground Station stores. The Company took immediate steps to secure the affected
part of its network and believes that the intrusion has been contained. while the Company has not received notice of any
claims arising out of the intrusion, there can be no assurance that such claims will not be asserted in the future, or that such
claims will not be material.
a c q u i s i T i o n s
In Fiscal 2011, the Company completed acquisitions for a total purchase price of $75.5 million, which included $4.9 million
in payments this year for amounts withheld in acquisitions from previous years for certain closing contingencies. The
acquisitions consisted primarily of the assets of Brand Innovators Inc., a west Coast team dealer business and the assets of
Anaconda Sports, Inc., a New York team dealer business, both as part of the Lids Sports Group, the stock of Keuka Footwear,
Inc., an occupational footwear company for service-based industries, to be operated within the Licensed Brands segment
and the assets of Sports Avenue, a 48 store retail chain with 12 e-commerce sites, selling officially licensed NFL, NCAA, MLB,
NBA, NHL and NASCAR headwear, apparel and accessories, to be operated within the Lids Sports Group.
22
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
s h a r e r e p u r c h a s e p r o G r a m
In Fiscal 2009, 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 below 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 the first quarter of Fiscal 2011, the board increased the total
repurchase authorization to $35.0 million. The board restored the total repurchase authorization in the third quarter of Fiscal
2011 to $35.0 million. The Company repurchased 863,767 shares at a cost of $24.8 million during Fiscal 2011. All of the $24.8
million in repurchases for Fiscal 2011, except $0.6 million, were repurchased under the original $35.0 million authorization
made during the first quarter of Fiscal 2011.
r e s T r u c T u r i n G a n d o T h e r c h a r G e s
The Company recorded a pretax charge to earnings of $8.6 million in Fiscal 2011. The charge reflected in restructuring and
other, net included $7.2 million for retail store asset impairments, $1.3 million for expenses related to the computer network
intrusion announced in December 2010 and $0.1 million for other legal matters.
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 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.
p o s T r e T i r e m e n T B e n e f i T l i a B i l i T Y a d j u s T m e n T s
The return on pension plan assets was a gain of $14.0 million for Fiscal 2011 compared to a gain of $21.2 million in Fiscal
2010. The discount rate used to measure benefit obligations decreased from 5.625% to 5.25% in Fiscal 2011. As a result of
the excess return on plan assets and the amortization of prior year’s losses, which were partially offset by the decrease in
the discount rate, the pension liability decreased to $11.9 million reflected in the Consolidated Balance Sheets compared
to $20.4 million in Fiscal 2010. There was a decrease in the pension liability adjustment of $3.9 million (net of tax) in
accumulated other comprehensive loss in 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.
d i s c o n T i n u e d o p e r aT i o n s
For the year ended January 29, 2011, the Company recorded an additional charge to earnings of $2.2 million ($1.3 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 $0.7 million gain for excess provisions to prior
discontinued operations. For additional information, see Note 13 to the Consolidated Financial Statements.
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 13 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 13 to the Consolidated Financial Statements.
c o n v e r s i o n o f 4 1 / 8 % d e B e n T u r e s
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
23
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
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. For additional information on the
conversion of the Debentures, see Note 6 to the Consolidated Financial Statements.
T e r m i n aT e d m e r G e r a G r e e m e n T
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, the Company expensed $8.0 million in merger-related litigation
costs. For additional information, see the “Merger-Related Litigation” section in Note 13 to the Company’s Consolidated
Financial Statements.
critical accounting policies
i n v e n T o r Y v a l u aT i o n
As discussed in Note 1 to the Consolidated Financial Statements, the Company values its inventories at the lower of
cost or market.
In its footwear wholesale operations and its Lids Sports Group wholesale operations, except for the Anaconda Sports
operation, 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.
The Lids Sports retail segment and its newly acquired Anaconda Sports wholesale division employ the moving average
cost method for valuing inventories and apply 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.
In its retail operations, other than the Lids Sports 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
24
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
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.
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 $1.2 million at January 29, 2011.
i m pa i r m e n T o f lo n G - l i v e d a s s e T s
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, the Company 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 in its annual test, which is completed
in the fourth quarter each year, was 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.
e n v i r o n m e n Ta l a n d o T h e r c o n T i n G e n c i e s
The Company is subject to certain loss contingencies related to environmental proceedings and other legal matters,
including those disclosed in Note 13 to the Company’s Consolidated Financial Statements. The Company has made
provisions for certain of these contingencies, including approximately $2.9 million reflected in Fiscal 2011, $0.8 million
reflected in Fiscal 2010 and $9.4 million reflected in Fiscal 2009. 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
25
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
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.
r e v e n u e r e c o G n i T i o n
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.
i n c o m e Ta x e s
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 Codification. This
methodology 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 9 to the Company’s Consolidated Financial Statements for additional information
regarding income taxes.
p o s T r e T i r e m e n T B e n e f i T s p l a n a c c o u n T i n G
Full-time employees who had at least 1,000 hours of service in calendar year 2004, except employees in the Lids Sports
Group 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 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
26
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
measurement date provision had no effect on the Company’s Consolidated Statements of Operations for Fiscal 2009.
The Company accounts for the defined benefit pension plans using the Compensation-Retirement Benefits Topic of
the 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.
LO N G -T E R M R AT E O F R E T U R N A S S U M P T I O N – 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 2011, 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.
D I S C O U N T R AT E – Pension liability and future pension expense increase as the discount rate is reduced. The Company
discounted future pension obligations using a rate of 5.25%, 5.625% and 6.875% for Fiscal 2011, 2010 and 2009,
respectively. The discount rate at January 29, 2011 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 2011, if the discount
rate had been 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 $0.6 million. In addition, if the discount
rate had been increased by 0.5%, the projected benefit obligation would have decreased by $5.2 million and the
accumulated benefit obligation would have decreased by $5.2 million. If the discount rate had been decreased by 0.5%,
the projected benefit obligation would have been increased by $5.7 million and the accumulated benefit obligation
would have increased by $5.7 million.
A M O R T I Z AT I O N O F G A I N S A N D LO S S E S – 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 2011, the
Company had unrecognized actuarial losses of $41.1 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 $2.3 million, $0.2 million and $1.4 million in
Fiscal 2011, 2010 and 2009, 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 2012
by approximately $0.7 million due to a larger actuarial loss to be amortized.
s h a r e - B a s e d c o m p e n s aT i o n
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 Codification. For Fiscal 2011, 2010 and
2009, share-based compensation expense was $0.2 million, $0.5 million and $1.7 million, respectively. The Company
did not issue any new share-based compensation awards in Fiscal 2011, 2010 or 2009. For Fiscal 2011, 2010 and 2009,
restricted stock expense was $7.8 million, $6.5 million and $6.3 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
27
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
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 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 12 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 2011 compared to fiscal 2010
The Company’s net sales for Fiscal 2011 increased 13.7% to $1.79 billion from $1.57 billion in Fiscal 2010. The increase
in net sales was a result of an increase in comparable store sales in the Lids Sports Group, Journeys Group and
Johnston & Murphy Group and higher sales in Licensed Brands combined with $52.8 million of sales from businesses
acquired over the past twelve months. The higher sales were offset slightly by negative comparable store sales and
lower sales, reflecting fewer stores in operation in the Underground Station Group. Gross margin increased 13.3%
to $901.8 million in Fiscal 2011 from $795.9 million in Fiscal 2010 but decreased as a percentage of net sales from
50.6% to 50.4%. Selling and administrative expenses in Fiscal 2011 increased 11.8% from Fiscal 2010 but decreased
as a percentage of net sales from 45.9% to 45.1%, primarily reflecting expense leverage in the Lids Sports Group,
Journeys Group and Johnston & Murphy Group due to positive comparable store sales and increased wholesale sales
in the Johnston & Murphy Group. 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 2011 were $85.0 million,
compared to $50.5 million for Fiscal 2010. Pretax earnings for Fiscal 2011 included restructuring and other charges of
$8.6 million, including $7.2 million for retail store asset impairments, $1.3 million for expenses related to the computer
network intrusion announced in December 2010, and $0.1 million for other legal matters. 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, reflected in cost of sales on the Consolidated
Statements of Operations. Pretax earnings for Fiscal 2010 also included a $5.5 million loss on early retirement of debt.
Net earnings for Fiscal 2011 were $53.2 million ($2.24 diluted earnings per share) compared to $28.8 million ($1.30
diluted earnings per share) for Fiscal 2010. Net earnings for Fiscal 2011 includes $1.3 million ($0.05 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 $0.5 million gain for excess
provisions to prior discontinued operations. 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
28
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
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 35.8% for
Fiscal 2011 compared to 42.4% for Fiscal 2010. This year’s lower effective tax rate of 35.8% reflects the net reduction
of the Company’s liability for uncertain tax positions of $1.3 million this year, as well as the non-deductibility in Fiscal
2010 of certain items incurred in connection with the inducement of conversion of the Debentures for common stock.
Last year’s higher effective tax rate of 42.4% reflects the non-deductibility of certain items incurred in connection with
the inducement of the conversion of the Debentures for common stock in Fiscal 2010. See Note 9 to the Consolidated
Financial Statements for additional information.
journeYS grouP
d o L L A r S I n T H o u S A n d S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
P e r C e n T
2 0 1 1
2 0 1 0
$ 8 0 4 , 1 4 9 $ 7 4 9 , 2 0 2
$ 5 5 , 6 2 8 $ 4 4 , 2 8 5
5 . 9%
6 . 9 %
C H A n g e
7 . 3 %
2 5 . 6 %
Net sales from Journeys Group increased 7.3% to $804.1 million for Fiscal 2011 from $749.2 million for Fiscal 2010.
The increase reflects primarily a 7% increase in comparable store sales, resulting from a 7% increase in footwear unit
comparable sales with no change in the average price per pair of shoes. Total unit sales increased 8% during the same
period. The store count for Journeys Group was 1,017 stores at the end of Fiscal 2011, including 149 Journeys Kidz
stores, 55 Shi by Journeys stores and three Journeys stores in Canada, compared to 1,025 stores at the end of Fiscal
2010, including 150 Journeys Kidz stores and 56 Shi by Journeys stores.
Journeys Group earnings from operations for Fiscal 2011 increased 25.6% to $55.6 million, compared to $44.3 million
for Fiscal 2010. The increase in earnings from operations was primarily due to increased net sales and decreased
expenses as a percentage of net sales, reflecting store-related occupancy cost leverage from positive comparable
store sales and lower depreciation expense.
underground STATIon grouP
d o L L A r S I n T H o u S A n d S
N e t s a l e s
L o s s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
P e r C e n T
2 0 1 1
2 0 1 0
$ 9 4 , 3 5 1 $ 9 9 , 4 5 8
$
( 2 , 4 7 6 ) $
( 2 . 6 )%
( 4 , 5 8 4 )
( 4 . 6 ) %
C H A n g e
( 5 . 1 ) %
4 6 . 0 %
Net sales from the Underground Station Group decreased 5.1% to $94.4 million for Fiscal 2011 from $99.5 million
for Fiscal 2010. The decrease reflects a 1% decrease in comparable store sales and a 9% decrease in average
Underground Station Group 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). Comparable footwear unit sales
increased 4% while the average price per pair of shoes decreased 4%, reflecting changes in product mix. Total unit
sales for the Group were flat for Fiscal 2011. Underground Station Group operated 151 stores at the end of Fiscal 2011.
The Company had operated 170 Underground Station Group stores at the end of Fiscal 2010. The Company plans to
close certain underperforming Underground Station 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 2011 improved to $(2.5) million compared to $(4.6) million
for the same period last year. The improvement was due to increased gross margin as a percentage of net sales,
reflecting decreased markdowns, decreased expenses as a percentage of net sales due to decreased occupancy
costs and depreciation and to earnings improvement resulting from closing underperforming stores.
LIdS SPorTS grouP
d o L L A r S I n T H o u S A n d S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
P e r C e n T
2 0 1 1
2 0 1 0
$ 6 0 3 , 3 4 5 $ 4 6 5 , 7 7 6
$ 5 7 , 7 7 8 $ 4 4 , 0 3 9
9 . 6 %
9 . 5 %
C H A n g e
2 9 . 5 %
3 1 . 2 %
29
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Net sales from the Lids Sports Group increased 29.5% to $603.3 million for Fiscal 2011 from $465.8 million for Fiscal
2010. The increase reflects primarily a 9% increase in comparable store sales, a $46.7 million increase in sales from the
Lids Team Sports business, primarily due to acquisitions, and a $36.0 million increase in sales from Lids Locker Room,
including the Sports Avenue stores acquired during the third quarter of the year. The comparable store sales increase
reflected a 7% increase in comparable store headwear units sold from strength in Major League Baseball products
especially fashion-oriented Major League Baseball products, NCAA products, NFL products and NHL products, and
a 2% increase in average price per hat. Lids Sports Group operated 985 stores at the end of Fiscal 2011, including
73 stores in Canada and 99 Lids Locker Room stores, compared to 921 stores at the end of Fiscal 2010, including 60
stores in Canada and 37 Lids Locker Room stores.
Lids Sports Group earnings from operations for Fiscal 2011 increased 31.2% to $57.8 million compared to $44.0 million
for Fiscal 2010. The increase in operating income was primarily due to increased net sales and decreased expenses as
a percentage of net sales, primarily reflecting leverage from positive comparable store sales.
joHnSTon & murPHY grouP
d o L L A r S I n T H o u S A n d S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
P e r C e n T
2 0 1 1
2 0 1 0
$ 1 8 5 , 0 1 1 $ 1 6 6 , 0 7 9
5 , 4 8 4
$
8 , 6 1 7 $
4 . 7 %
3 . 3 %
C H A n g e
1 1 . 4 %
5 7 . 1 %
Johnston & Murphy Group net sales increased 11.4% to $185.0 million for Fiscal 2011 from $166.1 million for Fiscal
2010, reflecting primarily an 8% increase in comparable store sales and a 21% increase in Johnston & Murphy wholesale
sales, partially offset by a 1% decrease in average stores operated for Johnston & Murphy retail operations. The
comparable store sales increase in Fiscal 2011 reflects an 11% increase in footwear unit comparable sales offset by a
5% decrease in average price per pair of shoes, primarily due to changes in product mix. Unit sales for the Johnston
& Murphy wholesale business increased 14% in Fiscal 2011 and the average price per pair of shoes increased 6% for
the same period. Retail operations accounted for 73.3% of Johnston & Murphy Group sales in Fiscal 2011, down from
75.4% in Fiscal 2010. The store count for Johnston & Murphy retail operations at the end of Fiscal 2011 included 156
Johnston & Murphy shops and factory stores compared to 160 Johnston & Murphy shops and factory stores at the
end of Fiscal 2010.
Johnston & Murphy earnings from operations for Fiscal 2011 increased 57.1% to $8.6 million from $5.5 million for Fiscal
2010, primarily due to increased net sales and decreased expenses as a percentage of net sales, reflecting positive
leverage from the increase in comparable store sales and increased wholesale sales.
LICenSed BrAndS
d o L L A r S I n T H o u S A n d S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d P e r C e n T
2 0 1 1
2 0 1 0
$ 101,6 4 4 $ 9 3 , 1 9 4
$ 1 2 , 8 6 1 $ 1 2 , 3 7 2
1 3 . 3 %
1 2 . 7 %
C H A n g e
9 . 1 %
4 . 0 %
Licensed Brands’ net sales increased 9.1% to $101.6 million for Fiscal 2011 from $93.2 million for Fiscal 2010. The
sales increase reflects $9.1 million of increased sales from the Chaps line of footwear that the Company is sourcing
with limited distribution and a small acquisition made in the third quarter of this year, while sales of Dockers Footwear
were flat. Unit sales for Dockers Footwear increased 1% for Fiscal 2011 while the average price per pair of shoes
decreased 1% for the same period.
Licensed Brands’ earnings from operations for Fiscal 2011 increased 4.0%, from $12.4 million for Fiscal 2010 to $12.9
million, primarily due to increased net sales.
30
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
c o r p o r aT e , i n T e r e s T e x p e n s e s a n d o T h e r c h a r G e s
Corporate and other expense for Fiscal 2011 was $46.3 million compared to $46.7 million for Fiscal 2010. Corporate
expense in Fiscal 2011 included $8.6 million in restructuring and other charges, primarily for retail store asset
impairments, network intrusion expenses and other legal matters. 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 expenses, excluding restructuring and other charges and last year’s loss on early retirement of debt,
increased $9.9 million primarily due to higher bonus accruals reflecting improved financial performance of the Company.
Interest expense decreased 74.5% from $4.4 million in Fiscal 2010 to $1.1 million in Fiscal 2011, due to the conversion
of all the Company’s 4 1/8% Debentures during Fiscal 2010.
r e s u l t s o f o p e r a t i o n s – F i s c a l 2 0 1 0 C o m p a r e d t o F i s c a l 2 0 0 9
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
Lids Sports 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 Lids Sports
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 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 a $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. The effective tax rate for Fiscal 2010 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
31
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
in Fiscal 2010. The effective tax rate for Fiscal 2009 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, the effective rate for Fiscal 2009
was lower due to a $1.2 million reduction in tax liabilities from an agreement reached on a state income tax contingency.
See Notes 9 and 13 to the Consolidated Financial Statements for additional information.
journeYS grouP
d o L L A r S I n T H o u S A n d S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
P e r C e n T
2 0 1 0
2 0 0 9
$ 7 4 9 , 2 0 2 $ 7 6 0 , 0 0 8
$ 4 4 , 2 8 5 $ 4 9 , 0 5 0
6 . 5 %
5 . 9 %
C H A n g e
( 1 . 4 ) %
( 9 . 7 ) %
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. 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.
underground STATIon grouP
d o L L A r S I n T H o u S A n d S
N e t s a l e s
L o s s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
2 0 1 0
2 0 0 9
$ 9 9 , 4 5 8
$ 1 1 0 , 9 0 2
$ ( 4 , 5 8 4 ) $ ( 5 , 6 6 0 )
( 4 . 6 ) %
( 5 . 1 ) %
P e r C e n T
C H A n g e
( 1 0 . 3 ) %
1 9 . 0 %
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 close certain underperforming Underground Station 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’s 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.
LIdS TeAm SPorTS grouP
d o L L A r S I n T H o u S A n d S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
P e r C e n T
2 0 1 0
2 0 0 9
$ 4 6 5 , 7 7 6 $ 4 0 5 , 4 4 6
$ 4 4 , 0 3 9 $ 3 6 , 6 7 0
9 . 5 %
9 . 0 %
C H A n g e
1 4 . 9 %
2 0 . 1 %
32
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
Net sales from the Lids Team Sports 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. Lids Team Sports 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.
Lids Team Sports 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 increased net sales and decreased expenses
as a percentage of net sales primarily reflecting leverage from positive comparable store sales.
joHnSTon & murPHY grouP
d o L L A r S I n T H o u S A n d S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
2 0 1 0
2 0 0 9
$ 1 6 6 , 0 7 9 $ 1 7 7 , 9 6 3
5 , 4 8 4 $ 1 0 , 0 6 9
$
5 . 7 %
3 . 3 %
P e r C e n T
C H A n g e
( 6 . 7 ) %
( 4 5 . 5 ) %
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
d o L L A r S I n T H o u S A n d S
N e t s a l e s
E a r n i n g s f r o m o p e r a t i o n s
O p e r a t i n g m a r g i n
F I S C A L Y e A r e n d e d
P e r C e n T
2 0 1 0
2 0 0 9
$ 9 3 , 1 9 4 $ 9 6 , 5 6 1
$ 1 2 , 3 7 2 $ 1 1 , 9 2 5
1 2 . 3 %
1 3 . 3 %
C H A n g e
( 3 . 5 ) %
3 . 7 %
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, reflecting decreased product costs and
changes in product mix.
33
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
c o r p o r aT e , i n T e r e s T e x p e n s e s a n d o T h e r c h a r G e s
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.
L i q u i d i t y a n d C a p i t a l r e s o u r c e s
The following table sets forth certain financial data at the dates indicated.
d o L L A r S I n m I L L I o n S
C a s h a n d c a s h e q u i v a l e n t s
w o r k i n g c a p i t a l
L o n g - t e r m d e b t
w o r k i n G c a p i Ta l
j a n . 2 9
J A N . 3 0
J A N . 3 1
2 0 1 1
$ 55.9
$ 278.7
-0-
$
2 0 1 0
$ 82.1
$ 280.4
-0-
$
2 0 0 9
$ 1 7 . 7
$ 2 5 9 . 1
$ 1 1 3 . 7
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 $102.6 million in Fiscal 2011 compared to $142.1 million in Fiscal 2010.
The $39.5 million decrease in cash flow from operating activities from last year reflects a decrease in cash flow from
changes in inventory and accounts receivable of $68.4 million and $9.8 million, respectively, offset by increases in cash
flow from improved earnings and changes in other accrued liabilities of $39.9 million. The $68.4 million decrease in
cash flow from inventory reflected the decision this year to accelerate receipts in anticipation of potential supply chain
disruptions associated with the Chinese New Year, increased purchases to support sales and last year’s efforts to
reduce inventory in order to align inventory growth with sales growth, especially in the Johnston & Murphy Group. The
$9.8 million decrease in cash flow from accounts receivable reflects increased wholesale sales including the additional
sales in Lids Team Sports related to recent acquisitions. The $39.9 million increase in cash flow from other accrued
liabilities reflected increased bonus accruals and increased income tax accruals in Fiscal 2011 compared to Fiscal
2010 resulting from improved earnings.
The $44.3 million increase in inventories at January 29, 2011 from January 30, 2010 levels reflects the decision this year
to accelerate receipts in anticipation of potential supply chain disruptions associated with the Chinese New Year and
increased purchases to support sales.
Accounts receivable at January 29, 2011 increased $12.1 million compared to January 30, 2010, due primarily to
increased wholesale sales reflecting growth in Lids Team Sports and in the Johnston & Murphy wholesale business.
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 Fiscal 2009 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
34
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
reflected efforts to reduce inventory in order to align inventory growth with sales 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.
s o u r c e s o f l i q u i d i T Y
The Company has three principal sources of liquidity: cash from operations, cash and cash equivalents on hand
and the Credit Facility discussed below. The Company believes that cash and cash equivalents on hand, cash from
operations and availability under its Credit Facility will be sufficient to cover its working capital and capital expenditures
for the foreseeable future.
The Company entered into the Second Amended and Restated Credit Agreement (the “Credit Facility”) on January 21,
2011, in the aggregate principal amount of $300.0 million, with a $40.0 million swingline loan sublimit and a $70.0 million
sublimit for the issuance of standby letters of credit and a Canadian sub-facility of up to $8.0 million, and has a five-year
term, expiring in January 2016. Any swingline loans and any letters of credit and borrowings under the Canadian facility
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 $150.0 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
Credit Facility shall at no time exceed the lesser of the facility amount ($300.0 million or, if increased at the Company’s
option, up to $450.0 million) or the “Borrowing Base,” which generally is based on 90% of eligible inventory plus 85%
of eligible wholesale receivables (50% of eligible wholesale receivables of the Lids Team Sports business) plus 90% of
eligible credit card and debit card receivables less applicable reserves. For additional information on the Company’s
Credit Facility, see Note 6 to the Consolidated Financial Statements.
Revolving credit borrowings averaged $7.0 million during Fiscal 2011 and $15.4 million during Fiscal 2010, as cash
on hand and cash generated from operations primarily funded seasonal working capital requirements and capital
expenditures for Fiscal 2011.
There were $10.5 million of letters of credit outstanding and no revolver borrowings outstanding under the Credit Facility
at January 29, 2011. Net availability under the facility was $235.2 million. The Company is not required to comply with
any financial covenants under the facility unless Excess Availability (as defined in the Second Amended and Restated
Credit Agreement) is less than the greater of $27.5 million or 12.5% of the Loan Cap. If and during such time as Excess
Availability is less than the greater of $27.5 million or 12.5% of the Loan Cap, 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 (a) an amount equal to consolidated EBITDA
less capital expenditures and taxes paid in cash, in each case for such period, to (b) fixed charges for such period, of
not less than 1.0:1.0. Excess Availability was $235.2 million at January 29, 2011. Because Excess Availability exceeded
$27.5 million or 12.5% of the Loan Cap, the Company was not required to comply with this financial covenant at
January 29, 2011.
The Company’s Credit Facility prohibits the payment of dividends and other restricted payments unless as of the
date of the making of any Restricted Payment or consummation of any Acquisition, (a) no Default or Event of Default
exists or would arise after giving effect to such Restricted Payment or Acquisition, and (b) either (i) the Borrowers
35
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
have pro forma projected Excess Availability for the following six month period equal to or greater than 50% of the
Loan Cap, after giving pro forma effect to such Restricted Payment or Acquisition, or (ii) (A) the Borrowers have pro
forma projected Excess Availability for the following six month period of less than 50% of the Loan Cap but equal to
or greater than 20% of the Loan Cap, after giving pro forma effect to the Restricted Payment or Acquisition, and (B)
the Fixed Charge Coverage Ratio, on a pro-forma basis for the twelve months preceding such Restricted Payment or
Acquisition, will be equal to or greater than 1.0:1.0 and (c) after giving effect to such Restricted Payment or Acquisition,
the Borrowers are Solvent. The Company’s management does not expect availability under the Credit Facility to fall
below the requirements listed above during Fiscal 2012.
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 $197,000.
c o n T r a c T u a l o B l i G aT i o n s
The following tables set forth aggregate contractual obligations and commitments as of January 29, 2011.
PAY m e n T S d u e BY P e r I o d
L e S S T H A n 1
1– 3
3 – 5
T H A n 5
m o r e
I n T H o u S A n d S
Capital Lease Obligations
Operating Lease Obligations
Purchase Obligations(1)
Other Long-Term Liabilities
Total Contractual obligations(2)
c o m m e r c i a l c o m m i T m e n T s
$
Y e A r
T o TA L
Y e A r S
22 $
37 $
Y e A r S
9
207,262
-0-
488
$ 1,291,350 $ 547,232 $ 300,523 $ 235,836 $ 207,759
300,169
-0-
351
235,482
-0-
351
170,971
376,063
176
913,884
376,063
1,366
3 $
3 $
Y e A r S
A m o u n T o F C o m m I T m e n T e x P I r AT I o n P e r P e r I o d
T o TA L A m o u n T S L e S S T H A n 1
1– 3
3 – 5
m o r e
T H A n 5
Y e A r S
I n T H o u S A n d S
Letters of Credit
Total Commercial Commitments
C o m m I T T e d
$
$
10,547 $
10,547 $
Y e A r
Y e A r S
Y e A r S
10,547 $
10,547 $
-0- $
-0- $
-0- $
-0- $
-0-
-0-
(1) Open purchase orders for inventory.
(2) Excludes unrecognized tax benefits of $15.7 million due to their uncertain nature in timing of payments, if any.
c a p i Ta l e x p e n d i T u r e s
Capital expenditures were $29.3 million, $33.8 million and $49.4 million for Fiscal 2011, 2010 and 2009, respectively. The
$4.5 million decrease in Fiscal 2011 capital expenditures as compared to Fiscal 2010 resulted primarily from the decrease
in retail store capital expenditures due to 53 new store openings in Fiscal 2011, excluding 58 acquired stores, compared to
61 new store openings in Fiscal 2010. 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.
Total capital expenditures in Fiscal 2012 are expected to be approximately $55.9 million. These include retail capital
expenditures of approximately $45.1 million to open approximately 20 Journeys stores, including eight in Canada, seven
Journeys Kidz stores, 12 Johnston & Murphy shops and factory stores and 45 Lids Sports Group stores including 25
Lids stores, with ten stores in Canada, and 20 Lids Locker Room stores, with three Lids Locker Room stores in Canada,
and to complete approximately 103 major store renovations. The Company will continue to open stores at a slower pace
in 2012. The planned amount of capital expenditures in Fiscal 2012 for wholesale operations and other purposes is
approximately $10.8 million, including approximately $4.5 million for new systems to improve customer service and support
the Company’s growth.
f u T u r e c a p i Ta l n e e d s
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 expects to borrow under its Credit Facility from time
36
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Genesco inc. AND SUBSIDIARIES
to time to support seasonal working capital requirements during Fiscal 2012. The approximately $10.4 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, cash generated from operations and borrowings under the Credit Facility during Fiscal 2012.
c om mo n sTo ck r epur c h a s e s
In Fiscal 2009, 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 the first quarter of Fiscal 2011, the board increased the total
repurchase authorization to $35.0 million. The board restored the total repurchase authorization in the third quarter of
Fiscal 2011 to $35.0 million. The Company repurchased 863,767 shares at a cost of $24.8 million during Fiscal 2011. All
of the $24.8 million in repurchases for Fiscal 2011, except $0.6 million, were repurchased under the original $35.0 million
authorization made during the first quarter of Fiscal 2011.
e n v i r o n m e n t a l a n d o t h e r c o n t i n g e n c i e s
The Company is subject to certain loss contingencies related to environmental proceedings and other legal matters,
including those disclosed in Note 13 to the Company’s Consolidated Financial Statements. The Company has made
accruals for certain of these contingencies, including approximately $2.9 million reflected in Fiscal 2011, $0.8 million
reflected in Fiscal 2010 and $9.4 million reflected in Fiscal 2009. 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.
f i n a n c i a l m a r k e t r i s k
The following discusses the Company’s exposure to financial market risk related to changes in interest rates and foreign
currency exchange rates.
O U T S TA N D I N G D E B T O F T H E C O M PA N Y – The Company does not have any outstanding debt as of January 29, 2011.
C A S H A N D C A S H E Q U I V A L E N T S – 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 29, 2011. As a result, the Company considers the interest rate market risk implicit
in these investments at January 29, 2011 to be low.
F O R E I G N C U R R E N C Y E x C H A N G E R AT E R I S K – 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. 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 Company did not have any forward foreign exchange contracts for Euro outstanding as of January 29, 2011.
A C C O U N T S R E C E I V A B L E – The Company’s accounts receivable balance at January 29, 2011 is concentrated in two of
its footwear wholesale businesses, which sell primarily to department stores and independent retailers across the United
States and its Lids Team Sports wholesale business, which sell primarily to colleges and high school athletic teams and
their fan bases. Including both footwear wholesale and Lids Team Sports receivables, one customer accounted for 8% and
37
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s d i s c u s s i o n a n d a n a lY s i s O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
no other customer accounted for more than 7% of the Company’s total trade receivables balance as of January 29, 2011.
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, credit risk is affected by conditions or occurrences within the economy and the retail industry, as well as
company-specific information.
S U M M A R Y – Based on the Company’s overall market interest rate and foreign currency rate exposure at January 29, 2011,
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 2012 would
not be material.
new accounting principles
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving
Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 requires new disclosures regarding transfers
in and out of the Level 1 and 2 and activity within Level 3 fair value measurements and clarifies existing disclosures of
inputs and valuation techniques for Level 2 and 3 fair value measurements. The new disclosures and clarifications of
existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for
the disclosure of activity within Level 3 fair value measurements, which is effective for fiscal years beginning after December
15, 2010, and for interim reporting periods within those years. The Company adopted the new disclosures effective January
31, 2010, except for the disclosure of activity within Level 3 fair value measurements. The Level 3 disclosures are effective
for the Company at the beginning of Fiscal 2012. The adoption of ASU 2010-06 did not have a material impact on the
Company’s results of operations or financial position.
In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition
and Disclosure Requirements (“ASU No. 2010-09”). The amendments remove the requirements for an SEC filer to disclose
a date, in both issued and revised financial statements, through which subsequent events have been reviewed. Revised
financial statements include financial statements revised as a result of either correction of an error or retrospective
application of U.S. GAAP. ASU No. 2010-09 was effective upon issuance. The adoption of ASU 2010-09 did not have a
significant impact on the Company’s results of operations or financial position.
In December 2010, the FASB issued ASU 2010-28, Intangibles — Goodwill and Other (Topic 350): when to Perform Step 2
of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (“ASU 2010-28”). ASU 2010-28
provides amendments to Topic 350 to modify Step 1 of the goodwill impairment test for reporting units with zero or negative
carrying amounts to clarify that, for those reporting units, an entity is required to perform Step 2 of the goodwill impairment
test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a
goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an
impairment may exist. For public entities, the amendments in this ASU are effective for fiscal years, and interim periods
within those years, beginning after December 15, 2010. Early adoption is not permitted. The adoption of ASU 2010-28 is
not expected to have a significant impact on the Company’s results of operations or financial position.
inflation
The Company does not believe inflation has had a material impact on sales or operating results during periods covered
in this discussion.
38
f i n a n c i a l s u m m a r Y
In THouSAndS exCePT Per Common SHAre dATA,
FInAnCIAL STATISTICS And oTHer dATA
r e s u l t s o f o p e r a t i o n s d a t a
Net Sales
Depreciation and amortization
Earnings from operations
Earnings from continuing operations
before income taxes
Earnings from continuing operations
Provision for earnings from
discontinued operations, net
Net earnings
P e r C o m m o n S h a r e d a t a
Earnings from continuing operations
Basic
Diluted
Discontinued operations
Basic
Diluted
Net earnings
Basic
Diluted
B a l a n c e S h e e t d a t a
Total assets
Long-term debt
Non-redeemable preferred stock
Common equity
Capital expenditures
F i n a n c i a l S t a t i s t i c s
Earnings from operations
Genesco inc. AND SUBSIDIARIES
2011
2010
2009
2008
2007
FISCAL YeAr end
$ 1,789,839 $ 1,574,352 $ 1,551,562 $ 1,502,119 $ 1,460,478
40,330
117,849
46,833
259,626
47,738
86,083
45,114
41,821
47,462
60,422
$
$
84,961
54,547
50,488
29,086
250,714
156,219
29,920
6,774
108,535
66,713
(1,336)
53,211 $
(273)
28,813 $
(5,463)
150,756 $
(1,603)
5,171 $
(601)
66,112
2.34 $
2.29
1.35 $
1.31
8.11 $
6.72
.29 $
.29
(.06)
(.05)
2.28
2.24
(.02)
(.01)
1.33
1.30
(.28)
(.23)
7.83
6.49
(.07)
(.07)
.22
.22
2.93
2.61
(.02)
(.02)
2.91
2.59
$
961,082 $
863,652 $
-0-
5,183
619,135
29,299
-0-
5,220
577,093
33,825
816,063 $
113,735
5,203
444,552
49,420
801,685 $
147,271
5,338
420,778
80,662
729,048
98,390
6,602
405,040
73,287
as a percent of net sales
4.8%
3.8%
16.7%
2.8%
8.1%
Book value per share (common equity
divided by common shares outstanding)
working capital (in thousands)
Current ratio
Percent long-term debt to total capitalization
o t h e r d a t a ( e n d o f Ye a r )
Number of retail outlets*
Number of employees
$
$
26.15 $
278,692 $
2.2
0.0%
23.97 $
280,415 $
2.7
0.0%
23.10 $
259,137 $
2.9
20.2%
18.46 $
238,093 $
2.6
25.7%
17.81
200,330
2.5
19.3%
2,309
15,200
2,276
13,925
2,234
13,775
2,175
13,950
2,009
12,750
* Includes 48 Sports Avenue stores in Fiscal 2011 acquired October 8, 2010, 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 2 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. See Notes 2 and 13 to
the Consolidated Financial Statements for additional information.
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 2 and 13 to the Consolidated Financial Statements for additional information
regarding these charges.
Reflected in earnings from continuing operations for Fiscal 2011, 2010, 2009, 2008 and 2007 were restructuring and other charges of $8.6 million, $13.4 million,
$7.5 million, $9.7 million and $1.1 million, respectively. See Note 3 to the Consolidated Financial Statements for additional information regarding these charges.
Long-term debt includes current obligations. In January 2011, the Company entered into the second amended and restated credit agreement in the aggregate
principal amount of $300.0 million. 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. See Note 6 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 6 and 8 to the Consolidated Financial Statements and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Sources of Liquidity” for a description of limitations
on the Company’s ability to pay dividends.
39
Genesco inc. AND SUBSIDIARIES
m a n a G e m e n T ’ s r e s p o n s i B i l i T Y F O R F I N A N C I A L S TAT E M E N T S
Genesco inc. and consolidaTed suBsidiaries
The consolidated financial statements presented in this report are the responsibility of management and have been
prepared in conformity with U.S. generally accepted accounting principles. Some of the amounts included in the
financial information are necessarily based on the estimates and judgments of management, which are based on
currently available information and management’s view of current conditions and circumstances.
An independent registered public accounting firm audits the Company’s consolidated financial statements and the
effectiveness of internal control over financial reporting in accordance with the standards established by the Public
Company Accounting Oversight Board.
The audit committee of the board of directors, composed entirely of directors who are not employees of the Company,
meets regularly with management, internal audit and the independent registered public accounting firm to review
accounting, control, auditing and financial reporting matters. Internal audit and the independent auditors have full and
free access to the audit committee and meet (with and without management present) to discuss appropriate matters.
James S. Gulmi
Senior Vice President – Finance
Chief Financial Officer
Paul D. williams
Vice President
Chief Accounting Officer
40
r e p o r T o f i n d e p e n d e n T r e G i s T e r e d p u B l i c a c c o u n T i n G f i r m O N F I N A N C I A L S TAT E M E N T S
Genesco inc. AND SUBSIDIARIES
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 29, 2011 and January 30, 2010, and the related consolidated statements of operations, cash flows and
equity for each of the three fiscal years in the period ended January 29, 2011. These financial statements are the
responsibility of the Company’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. 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 29, 2011 and January 30, 2010, and the consolidated
results of its operations and its cash flows for each of the three fiscal years in the period ended January 29, 2011, in
conformity with U.S. generally accepted accounting principles.
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 29, 2011, 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 30, 2011 expressed an unqualified opinion thereon.
Nashville, Tennessee
March 30, 2011
41
Genesco inc. AND SUBSIDIARIES
r e p o r T o f i n d e p e n d e n T r e G i s T e r e d p u B l i c a c c o u n T i n G f i r m
O N I N T E R N A L C O N T R O L O V E R F I N A N C I A L R E P O R T I N G
The Board of direcTors and shareholders
Genesco inc.
we have audited Genesco Inc. and Subsidiaries internal control over financial reporting as of January 29, 2011, 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. and Subsidiaries maintained, in all material respects, effective internal control over
financial reporting as of January 29, 2011, 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. and Subsidiaries as of January 29, 2011 and January 30, 2010,
and the related consolidated statements of operations, cash flows and equity and for each of the three fiscal years in
the period ended January 29, 2011 and our report dated March 30, 2011 expressed an unqualified opinion thereon.
Nashville, Tennessee
March 30, 2011
42
c o n s o l i d aT e d B a l a n c e s h e e T s
I n T H o u S A n d S , e xC e P T S H A r e A m o u n T S
A S S e T S
C u r r e n t A s s e t s
Cash and cash equivalents
Accounts receivable, net of allowances of $3,301 at January 29, 2011
and $3,232 at January 30, 2010
Inventories
Deferred income taxes
Prepaids and other current assets
To t a l c u r r e n t a s s e t s
Property and equipment:
Land
Buildings and building equipment
Computer hardware, software and equipment
Furniture and fixtures
Construction in progress
Improvements to leased property
Property and equipment, at cost
Accumulated depreciation
Property and equipment, net
Deferred income taxes
Goodwill
Trademarks, net of accumulated amortization of $1,151 at January 29, 2011
and $418 at January 30, 2010
Other intangibles, net of accumulated amortization of
$10,565 at January 29, 2011 and $8,795 at January 30, 2010
Other noncurrent assets
Total assets
L I A B I L I T I e S A n d e q u I T Y
C u r r e n t L i a b i l i t i e s
Acounts payable
Accrued employee compensation
Accrued other taxes
Accrued income taxes
Other accrued liabilities
Provision for discontinued operations
Total current liabilities
Long-term debt
Pension liability
Deferred rent and other long-term liabilities
Provision for discontinued operations
Total liabilities
Commitments and contingent liabilities
equity
Non-redeemable preferred stock
Common equity:
Common stock, $1 par value: Authorized: 80,000,000 shares
Issued/Outstanding: January 29, 2011 – 24,162,634/23,674,170
January 30, 2010 – 24,562,693/24,074,229
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury shares, at cost
Total Genesco equity
Noncontrolling interest – non-redeemable
Total equity
Total liabilities and equity
The accompanying Notes are an integral part of these Consolidated Financial Statements.
43
Genesco inc. AND SUBSIDIARIES
A S o F F I S C A L Y e A r e n d
2011
2 0 1 0
$ 55,934
$ 82,148
44,512
359,736
19,130
33,743
513,055
4,863
17,992
92,929
105,056
9,109
279,295
509,244
27,217
290,974
17,314
32,419
450,072
4,863
17,992
86,239
101,923
3,196
277,624
491,837
(310,553)
(275,544)
198,691
19,036
153,301
216,293
13,545
118,995
52,486
52,799
12,578
11,935
3,670
8,278
$ 961,082
$ 863,652
$ 117,001
$ 92,699
38,188
15,043
17,289
13,259
38,177
10,449
234,363
-0-
11,906
83,406
4,586
11,570
-0-
40,979
9,366
169,657
-0-
20,402
85,232
6,048
334,261
281,339
5,183
5,220
24,163
131,910
505,224
(24,305)
(17,857)
624,318
2,503
626,821
24,563
146,981
452,210
(28,804)
(17,857)
582,313
-0-
582,313
$ 961,082
$ 863,652
FISCAL YeAr
2010
2011
2009
$ 1,789,839 $ 1,574,352 $ 1,551,562
771,580
716,931
887,992
807,197
778,482
722,087
-0-
8,567
86,083
-0-
1,130
(8)
1,122
84,961
30,414
54,547
(1,336)
53,211 $
2.34 $
(.06) $
2.28 $
2.29 $
(.05) $
2.24 $
-0-
13,361
60,422
5,518
4,430
(14)
4,416
50,488
21,402
29,086
(273)
28,813 $
1.35 $
(.02) $
1.33 $
1.31 $
(.01) $
1.30 $
(204,075)
7,500
259,626
-0-
9,234
(322)
8,912
250,714
94,495
156,219
(5,463)
150,756
8.11
(0.28)
7.83
6.72
(0.23)
6.49
$
$
$
$
$
$
$
Genesco inc. AND SUBSIDIARIES
c o n s o l i d aT e d s TaT e m e n T s o f o p e r aT i o n s
In THouSAndS, exCePT Per SHAre AmounTS
Net sales
Cost of sales
Selling and administrative expenses
Gain from settlement of merger-
related litigation
Restructuring and other, net
Earnings from operations
Loss on early retirement of debt
Interest expense, net:
Interest expense
Interest income
Total interest expense, net
Earnings from continuing operations before income taxes
Income tax expense
Earnings from continuing operations
Provision for discontinued operations, net
n e t e a r n i n g s
Basic earnings per common share:
Continuing operations
Discontinued operations
Net earnings
Diluted earnings per common share:
Continuing operations
Discontinued operations
Net earnings
The accompanying Notes are an integral part of these Consolidated Financial Statements.
44
c o n s o l i d aT e d s TaT e m e n T s o f c a s h f lo w s
In THouSAndS
Cash Flows from operating Activities:
Net earnings
Tax benefit of stock options exercised
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization
Amortization of deferred note expense and debt discount
Loss on early retirement of debt
Receipt of Finish Line stock
Deferred income taxes
Provision for losses on accounts receivable
Impairment of long-lived assets
Restricted Stock and share-based compensation
Provision for discontinued operations
Other
Effect on cash of changes in working capital and other assets
and liabilities, net of acquisitions:
Accounts receivable
Inventories
Prepaids and other current assets
Accounts payable
Other accrued liabilities
Other assets and liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Capital expenditures
Acquisitions, net of cash acquired
Proceeds from sale of property and equipment
Net cash used in investing activities
Cash Flows from Financing Activities:
Payments of long-term debt
Payments of capital leases
Borrowings under revolving credit facility
Payments on revolving credit facility
Tax benefit of stock options and restricted stock exercised
Shares repurchased
Change in overdraft balances
Dividends paid on non-redeemable preferred stock
Exercise of stock options and issue shares –
Employee Stock Purchase Plan
Other
Net cash used in financing activities
net (decrease) Increase in Cash and Cash equivalents
Cash and cash equivalents at beginning of year
Genesco inc. AND SUBSIDIARIES
FISCAL YeAr
2011
2010
2009
$
53,211 $
28,813 $
150,756
(1,448)
-0-
(157)
47,738
370
-0-
-0-
(11,866)
1,081
7,155
8,006
2,203
1,328
(12,085)
(44,345)
(167)
13,641
41,597
47,462
2,022
5,518
46,833
3,905
-0-
-0-
(29,075)
3,680
415
13,314
6,969
452
1,650
(2,251)
24,027
3,154
11,441
1,661
6,649
1,079
8,570
8,031
9,006
1,738
2,156
(3,330)
(13,052)
(8,071)
(17,694)
(3,811)
(6,231)
11,759
102,608
142,096
179,103
(29,299)
(75,500)
11
(33,825)
(11,719)
13
(49,420)
(4,484)
16
(104,788)
(45,531)
(53,888)
(1,918)
(104)
(2,623)
(181)
(1,330)
(184)
107,400
197,400
295,400
(107,400)
(229,700)
(332,100)
1,448
(26,851)
4,160
(197)
2,343
(2,915)
(24,034)
(26,214)
82,148
-0-
-0-
3,102
(198)
499
(388)
157
(90,903)
2,420
(198)
1,492
-0-
(32,089)
(125,246)
64,476
17,672
(31)
17,703
Cash and cash equivalents at end of year
$
55,934 $
82,148 $
17,672
S u p p l e m e n t a l C a s h F l o w I n f o r m a t i o n :
Net cash paid for:
Interest $
748 $
1,596 $
5,493
Income taxes
24,079
13,386
91,833
The accompanying Notes are an integral part of these Consolidated Financial Statements.
45
ToTAL
AddITIonAL
ACCumuLATed
oTHer
non ConTroLLIng
InTereST
non-redeemABLe
Common
PAId-In
reTAIned ComPreHenSIve
TreASurY
non- ComPreHenSIve
ToTAL
PreFerred SToCk
$ 5,338
-0-
SToCk
$ 23,285
-0-
CAPITAL
eArnIngS
$ 129,179 $ 302,181
150,756
-0-
LoSS
SToCk
redeemABLe
InCome
$ (16,010) $ (17,857) $
equITY
$ 426,116
150,756
$ 150,756
Genesco inc. AND SUBSIDIARIES
c o n s o l i d aT e d s TaT e m e n T s o f e q u i T Y
In THouSAndS
Balance February 2, 2008
Net earnings
Dividends paid on non-redeemable
preferred stock
Dividend declared – Finish Line stock
Exercise of stock options
Issue shares – employee stock
purchase plan
Shares repurchased
Restricted stock issuance
Employee and non-employee
restricted stock
Share-based compensation
Restricted shares withheld for taxes
Tax benefit of stock options and
restricted stock exercised
Adjustment of measurement date provision
of Retirement Benefit Topic
(net of tax of $0.0 million)
Loss on foreign currency forward contracts
(net of tax of $0.2 million)
Pension liability adjustment
(net of tax benefit of $8.5 million)
Postretirement liability adjustment
(net of tax of $0.1 million)
Foreign currency translation adjustment
Other
Comprehensive income
Balance january 31, 2009
Net earnings
Dividends paid on non-redeemable
preferred stock
Exercise of stock options
Issue shares – employee stock
purchase plan
Employee and non-employee
restricted stock
Share-based compensation
Restricted stock issuance
Restricted shares withheld for taxes
Tax expense of stock options and
restricted stock exercised
Shares repurchased
Conversion of 4 1/8% debentures
Loss on foreign currency forward contracts
(net of tax of $0.1 million)
Pension liability adjustment
(net of tax of $0.6 million)
Postretirement liability adjustment
(net of tax of $0.0 million)
Foreign currency translation adjustment
Other
Comprehensive income
Balance january 30, 2010
Net earnings
Dividends paid on non-redeemable
preferred stock
Exercise of stock options
Issue shares – employee stock
purchase plan
Employee and non-employee
restricted stock
Share-based compensation
Restricted stock issuance
Restricted shares withheld for taxes
Tax expense of stock options and
restricted stock exercised
Shares repurchased
Gain on foreign currency forward contracts
(net of tax of $0.1 million)
Pension liability adjustment
(net of tax of $2.7 million)
Postretirement liability adjustment
(net of tax of $0.1 million)
Foreign currency translation adjustment
Other
Noncontrolling interest – non-redeemable
Comprehensive income
Balance january 29, 2011
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(135)
-0-
-0-
83
-0-
-0-
1,355
(198)
(29,075)
-0-
2
(4,000)
416
53
(86,903)
(416)
-0-
-0-
(53)
6,341
1,690
(1,092)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(563)
-0-
-0-
-0-
-0-
-0-
-0-
(1)
-0-
(69)
-0-
-0-
-0-
-0-
136
-0-
(275)
-0-
(13,355)
-0-
-0-
-0-
119
(1,177)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
5,203
-0-
19,732
-0-
49,780
-0-
423,595
28,813
(30,698)
-0-
(17,857)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
17
-0-
28
4
-0-
-0-
405
(65)
-0-
(85)
4,553
-0-
-0-
-0-
-0-
(9)
-0-
372
95
6,528
441
(405)
(1,156)
(658)
(1,942)
93,933
-0-
-0-
-0-
-0-
(7)
(198)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(157)
1,151
14
886
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
5,220
-0-
24,563
-0-
146,981
-0-
452,210
53,211
(28,804)
-0-
(17,857)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(37)
-0-
-0-
118
-0-
2,105
(197)
-0-
4
116
-0-
-0-
-0-
423
(82)
-0-
(864)
-0-
-0-
-0-
-0-
1
-0-
7,796
210
(423)
(2,293)
1,342
(23,961)
-0-
-0-
-0-
-0-
37
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
166
-0-
3,921
-0-
-0-
-0-
-0-
(131)
543
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
The accompanying Notes are an integral part of these Consolidated Financial Statements.
46
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(198)
(29,075)
1,438
55
(90,903)
-0-
6,341
1,690
(1,145)
(563)
-0-
(69)
(275)
(275)
-0-
(13,355)
(13,355)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
119
(1,177)
-0-
$ 136,068
$ 28,813
119
(1,177)
-0-
449,755
28,813
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(198)
400
99
6,528
441
-0-
(1,221)
(658)
(2,027)
98,486
-0-
(157)
(157)
-0-
1,151
1,151
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
14
886
-0-
$ 30,707
$ 53,211
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
14
886
1
582,313
53,211
(197)
2,223
120
7,796
210
-0-
(2,375)
1,342
(24,825)
166
166
3,921
3,921
-0-
-0-
-0-
2,503
(131)
543
-0-
-0-
$ 57,710
(131)
543
1
2,503
$ 5,183
$ 24,163
$ 131,910 $ 505,224
$ (24,305) $ (17,857) $
2,503
$ 626,821
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 1: summary of significant accounting policies
n aT u r e o f o p e r aT i o n s
The Company’s business includes the design and sourcing, marketing and distribution of footwear and accessories
through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys, Journeys Kidz, Shi by Journeys,
Johnston & Murphy, and Underground Station banners; through e-commerce websites including journeys.com,
journeyskidz.com, shibyjourneys.com, undergroundstation.com, and johnstonmurphy.com, and at wholesale, primarily
under the Company’s Johnston & Murphy brand and the Dockers brand, which the Company licenses for men’s
footwear. The Company’s business also includes Lids Sports, which operates headwear and accessory stores in the
U.S. and Canada under the Lids, Hat Shack, Hat Zone, HeadQuarters, Cap Connection, and Hat world banners; the
Lids Locker Room business, consisting of sports-oriented fan shops featuring a broad array of licensed merchandise
such as apparel, hats and accessories, sports decor and novelty products, operating primarily under the Lids Locker
Room, Sports Fan-Attic and Sports Avenue banners; an e-commerce business conducted primarily through the
lids.com website; and an athletic team dealer business operating as Lids Team Sports. Including both the footwear
businesses and the Lids Sports business, at January 29, 2011, the Company operated 2,309 retail stores in the U.S.,
Puerto Rico and Canada.
p r i n c i p l e s o f c o n s o l i d aT i o n
All subsidiaries are consolidated in the consolidated financial statements. All significant intercompany transactions and
accounts have been eliminated.
f i s c a l Y e a r
The Company’s fiscal year ends on the Saturday closest to January 31. As a result, each of Fiscal 2011, Fiscal 2010 and
Fiscal 2009 was a 52-week year with 364 days. Fiscal 2011 ended on January 29, 2011, Fiscal 2010 ended on January
30, 2010 and Fiscal 2009 ended on January 31, 2009.
f i n a n c i a l s TaT e m e n T r e c l a s s i f i c aT i o n s
Certain reclassifications have been made to conform prior years’ data to the current year presentation. In the Fiscal
2010 and 2009 Consolidated Statements of Cash Flows, amortization of intangibles totaling approximately $0.4 million
and $0.1 million, respectively, were reclassified from other to depreciation and amortization under adjustments to
reconcile net earnings to net cash provided by operating activities.
u s e o f e s T i m aT e s
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.
Significant areas requiring management estimates or judgments include the following key financial areas:
I N V E N T O R Y V A L U AT I O N
The Company values its inventories at the lower of cost or market.
In its footwear wholesale operations and its Lids Sports Group wholesale operations, except for the Anaconda Sports
operation, 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.
The Lids Sports retail segment and its recently acquired Anaconda Sports wholesale division employ the moving
average cost method for valuing inventories and apply 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.
47
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 1: summary of significant accounting policies, continued
In its retail operations, other than the Lids Sports 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.
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.
I M PA I R M E N T O F LO N G - L I V E D A S S E T S
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 3 and 5.
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, which is completed
in the fourth quarter each year, was consistent with the risks inherent in its business and with industry discount rates.
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note 1: summary of significant accounting policies, continued
E N V I R O N M E N TA L A N D O T H E R C O N T I N G E N C I E S
The Company is subject to certain loss contingencies related to environmental proceedings and other legal matters,
including those disclosed in Note 13. The Company has made pretax accruals for certain of these contingencies,
including approximately $2.9 million in Fiscal 2011, $0.8 million in Fiscal 2010 and $9.4 million in Fiscal 2009,
respectively. These charges are included in provision for discontinued operations, net in the Consolidated Statements
of Operations (see Note 3). 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.
R E V E N U E R E C O G N I T I O N
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 estimated 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.
I N C O M E TA x E S
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 Codification. This
methodology 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.
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Genesco inc. AND SUBSIDIARIES
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note 1: summary of significant accounting policies, continued
P O S T R E T I R E M E N T B E N E F I T S P L A N A C C O U N T I N G
Full-time employees who had at least 1,000 hours of service in calendar year 2004, except employees in the Lids Sports
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 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 accounts for the defined benefit pension plans using the Compensation-Retirement Benefits Topic of
the 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.
S H A R E - B A S E D C O M P E N S AT I O N
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 Codification. For Fiscal 2011, 2010 and
2009, share-based compensation expense was $0.2 million, $0.5 and $1.7 million, respectively. The Company did
not issue any new share-based compensation awards in Fiscal 2011, 2010 or 2009. For Fiscal 2011, 2010 and 2009,
restricted stock expense was $7.8 million, $6.5 million and $6.3 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.
c a s h a n d c a s h e q u i v a l e n T s
Included in cash and cash equivalents at January 29, 2011 and January 30, 2010 are cash equivalents of $29.8
million and $62.7 million, respectively. Cash equivalents are highly-liquid financial instruments having an original
maturity of three months or less. At January 29, 2011, substantially all of the Company’s cash was invested in deposit
accounts at FDIC-insured banks. All of the Company’s deposit account balances are currently FDIC insured and will
remain so through December 31, 2012 as a result of the Dodd-Frank wall Street Reform and Consumer Protection
Act. The Company’s $29.8 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. 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.
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Genesco inc. AND SUBSIDIARIES
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note 1: summary of significant accounting policies, continued
At January 29, 2011 and January 30, 2010 outstanding checks drawn on zero-balance accounts at certain domestic
banks exceeded book cash balances at those banks by approximately $36.1 million and $31.9 million, respectively.
These amounts are included in accounts payable.
c o n c e n T r aT i o n o f c r e d i T r i s k a n d a l lo w a n c e s o n a c c o u n T s r e c e i v a B l e
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. The Company’s
Lids Team Sports wholesale business sells primarily to colleges and high school athletic teams and their fan bases.
Including both footwear wholesale and Lids Team Sports receivables, one customer accounted for 8% of the Company’s
total trade receivables balance, while no other customer accounted for more than 7% of the Company’s total trade
receivables balance as of January 29, 2011.
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.
p r o p e r T Y a n d e q u i p m e n T
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
l e a s e s
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.
G o o d w i l l a n d o T h e r i n Ta n G i B l e s
Under the provisions of the Intangibles – Goodwill and Other Topic of the 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 Codification.
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. The Consolidated Balance Sheets include
goodwill for the Lids Sports Group of $152.5 million and $0.8 million for Licensed Brands at January 29, 2011,
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Genesco inc. AND SUBSIDIARIES
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note 1: summary of significant accounting policies, continued
$119.0 million for the Lids Sports Group at January 30, 2010 and $111.7 million for the Lids Sports Group at January 31, 2009.
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 trademarks acquired in connection with the
acquisition of Hat Shack, Inc. in January 2007, Impact Sports in November 2008, Great Plains Sports in September
2009, Sports Fan-Attic in November 2009, Brand Innovators in May 2010, Anaconda Sports in August 2010 and
Sports Avenue in October 2010, customer lists, in-place leases and non-compete agreements. 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.
fa i r v a l u e o f f i n a n c i a l i n s T r u m e n T s
The Company did not have any outstanding financial instruments at January 29, 2011 or January 30, 2010.
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.
c o s T o f s a l e s
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.
s e l l i n G a n d a d m i n i s T r aT i v e e x p e n s e s
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 $5.9 million, $4.8 million and $4.2 million for Fiscal 2011, Fiscal 2010 and Fiscal 2009, respectively.
G i f T c a r d s
The Company has a gift card program that began in calendar 1999 for its Lids Sports 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,
$0.7 million and $0.5 million for Fiscal 2011, 2010 and 2009, respectively. The Consolidated Balance Sheets include an
accrued liability for gift cards of $9.0 million and $7.9 million at January 29, 2011 and January 30, 2010, respectively.
B u Y i n G , m e r c h a n d i s i n G a n d o c c u pa n c Y c o s T s
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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note 1: summary of significant accounting policies, continued
s h i p p i n G a n d h a n d l i n G c o s T s
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.
p r e o p e n i n G c o s T s
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.
s T o r e c lo s i n G s a n d e x i T c o s T s
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 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 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 Codification.
a d v e r T i s i n G c o s T s
Advertising costs are predominantly expensed as incurred. Advertising costs were $35.1 million, $33.8 million and $34.8
million for Fiscal 2011, 2010 and 2009, 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 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 $1.1 million and $1.3
million at January 29, 2011 and January 30, 2010, respectively.
c o n s i d e r aT i o n T o r e s e l l e r s
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.
c o o p e r aT i v e a d v e r T i s i n G
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
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Genesco inc. AND SUBSIDIARIES
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note 1: summary of significant accounting policies, continued
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 Codification.
Cooperative advertising costs recognized in selling and administrative expenses were $3.2 million, $2.8 million and $2.6
million for Fiscal 2011, 2010 and 2009, respectively. During Fiscal 2011, 2010 and 2009, the Company’s cooperative
advertising reimbursements paid did not exceed the fair value of the benefits received under those agreements.
v e n d o r a l lo w a n c e s
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 $3.1 million, $3.6 million and $4.0 million for Fiscal 2011, 2010 and 2009, respectively. During Fiscal 2011,
2010 and 2009, the Company’s cooperative advertising reimbursements received were not in excess of the costs incurred.
e n v i r o n m e n Ta l c o s T s
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.
e a r n i n G s p e r c o m m o n s h a r e
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 11).
o T h e r c o m p r e h e n s i v e i n c o m e
The Comprehensive Income Topic of the 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 29, 2011 consisted of $25.0 million of cumulative pension liability adjustments, net
of tax, and a cumulative post retirement liability adjustment of $0.1 million, net of tax, offset by a foreign currency
translation adjustment of $0.8 million.
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B u s i n e s s s e G m e n T s
The Segment Reporting Topic of the Codification, requires that companies disclose “operating segments” based on
the way management disaggregates the Company’s operations for making internal operating decisions (see Note 14).
d e r i v aT i v e i n s T r u m e n T s a n d h e d G i n G a c T i v i T i e s
The Derivatives and Hedging Topic of the 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 29, 2011 and January 30, 2010 were $0 and $0.6 million,
respectively. For the year ended January 29, 2011, the Company recorded an unrealized gain 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.
n e w a c c o u n T i n G p r i n c i p l e s
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving
Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 requires new disclosures regarding
transfers in and out of the Level 1 and 2 and activity within Level 3 fair value measurements and clarifies existing
disclosures of inputs and valuation techniques for Level 2 and 3 fair value measurements. The new disclosures and
clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December
15, 2009, except for the disclosure of activity within Level 3 fair value measurements, which is effective for fiscal years
beginning after December 15, 2010, and for interim reporting periods within those years. The Company adopted the
new disclosures effective January 31, 2010, except for the disclosure of activity within Level 3 fair value measurements.
The Level 3 disclosures are effective for the Company at the beginning of Fiscal 2012. The adoption of ASU 2010-06
did not have a material impact on the Company’s results of operations or financial position.
In February 2010, the FASB issued ASU 2010-09 Subsequent Events (Topic 855): Amendments to Certain Recognition
and Disclosure Requirements (“ASU 2010-09”). The amendments remove the requirements for an SEC filer to disclose
a date, in both issued and revised financial statements, through which subsequent events have been reviewed. Revised
financial statements include financial statements revised as a result of either correction of an error or retrospective
application of U.S. GAAP. ASU No. 2010-09 was effective upon issuance. The adoption of ASU 2010-09 did not have a
significant impact on the Company’s results of operations or financial position.
In December 2010, the FASB issued ASU 2010-28, Intangibles — Goodwill and Other (Topic 350): when to Perform Step 2
of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (“ASU 2010-28”). ASU 2010-
28 provides amendments to Topic 350 to modify Step 1 of the goodwill impairment test for reporting units with zero or
negative carrying amounts to clarify that, for those reporting units, an entity is required to perform Step 2 of the goodwill
impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely
than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors
indicating that an impairment may exist. For public entities, the amendments in this ASU are effective for fiscal years, and
interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The adoption of
ASU 2010-28 is not expected to have a significant impact on the Company’s results of operations or financial position.
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Genesco inc. AND SUBSIDIARIES
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note 2: acquisitions, intangible assets and Terminated merger agreement
a c q u i s i T i o n s
In Fiscal 2011, the Company completed acquisitions for a total purchase price of $75.5 million, which included $4.9
million in payments this year for amounts withheld in acquisitions from previous years for certain closing contingencies.
The acquisitions consisted primarily of the assets of Brand Innovators Inc., a west Coast team dealer business and the
assets of Anaconda Sports, Inc., a New York team dealer business, both as part of the Lids Sports Group, the stock
of Keuka Footwear, Inc., an occupational footwear company for service based industries, to be operated within the
Licensed Brands segment and the assets of Sports Avenue, a 48 store retail chain with 12 e-commerce sites, selling
officially licensed NFL, NCAA, MLB, NBA, NHL and NASCAR headwear, apparel and accessories, to be operated
within the Lids Sports Group. The Company allocated $34.3 million of the purchase price for the above acquisitions to
goodwill. Goodwill of $33.5 million related to these acquisitions is deductible for tax purposes.
i n Ta n G i B l e a s s e T s
Finite-lived intangibles for acquisitions during Fiscal 2011 include $0.4 million for trademarks, $0.6 million for assets
and $1.1 million liability to reflect the adjustment of acquired leases to market, $9.4 million for customer lists, $0.5
million for non-compete agreements and $0.2 million for backlog.
Other intangibles by major classes were as follows:
LeASeS
CuSTomer LISTS
non-ComPeTe
AgreemenTS/BACkLog
ToTAL
In THouSAndS
Gross other intangibles
Accumulated amortization
net other Intangibles
jan. 29, 2011
$ 9,837
(8,482)
$ 1,355
jAn. 30, 2010
$ 9,267
(8,074)
$ 1,193
jan. 29, 2011
$ 12,206
(1,480)
$ 10,726
jAn. 30, 2010
$ 2,790
(461)
$ 2,329
jan. 29, 2011
$ 1,100
(603)
$ 497
jAn. 30, 2010
$ 408
(260)
$ 148
jAn. 30, 2010
jan. 29, 2011
$ 23,143 $ 12,465
(10,565)
(8,795)
$ 12,578 $ 3,670
The amortization of intangibles was $2.5 million, $0.9 million and $0.8 for Fiscal 2011, 2010 and Fiscal 2009, respectively.
The amortization of intangibles will be $3.4 million, $3.2 million, $2.8 million, $2.4 million and $1.6 million for Fiscal 2012,
2013, 2014, 2015 and 2016, respectively.
T e r m i n aT e d m e r G e r a G r e e m e n T
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, the Company
expensed $8.0 million in merger-related litigation costs. For additional information, see the “Merger-Related Litigation”
section in Note 13.
note 3: restructuring and other charges and discontinued operations
r e s T r u c T u r i n G a n d o T h e r c h a r G e s
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 $8.6 million in Fiscal 2011. The charge reflected in restructuring
and other, net included $7.2 million for retail store asset impairments, $1.3 million for expenses related to the computer
network intrusion announced in December 2010 and $0.1 million for other legal matters. For additional information on
the computer network intrusion, see Note 13.
56
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
Genesco inc. AND SUBSIDIARIES
note 3: restructuring and other charges and discontinued operations, continued
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 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.
d i s c o n T i n u e d o p e r aT i o n s
For the year ended January 29, 2011, the Company recorded an additional charge to earnings of $2.2 million ($1.3
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 $0.7 million gain
for excess provisions to prior discontinued operations (see Note 13).
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 13).
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 13).
ACCrued ProvISIon For dISConTInued oPerATIonS
In THouSAndS
Balance January 31, 2009
Additional provision Fiscal 2010
Charges and adjustments, net
Balance January 30, 2010
Additional provision Fiscal 2011
Charges and adjustments, net
Balance January 29, 2011*
Current provision for discontinued operations
Total noncurrent Provision for discontinued operations
*Includes a $15.5 million environmental provision, including $11.0 million in current provision for discontinued operations.
FACILITY
SHuTdown
CoSTS
$ 15,568
452
(606)
15,414
2,203
(2,582)
15,035
10,449
$ 4,586
note 4: inventories
I n T H o u S A n d S
Raw materials
Goods in process
wholesale finished goods
Retail merchandise
Total Inventories
j A n u A r Y 2 9 ,
2 0 1 1
$ 11,952
338
47,866
299,580
$ 359,736
$
J A N U A R Y 3 0 ,
2 0 1 0
5,415
-0-
22,383
263,176
$ 290,974
57
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 5: 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:
L e v e L 1 – Quoted prices in active markets for identical assets or liabilities.
L e v e L 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.
L e v e L 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.
The following table presents the Company’s assets and liabilities measured at fair value on a nonrecurring basis
as of January 29, 2011 aggregated by the level in the fair value hierarchy within which those measurements fall (in
thousands):
Measured as of May 1, 2010
Measured as of July 31, 2010
Measured as of October 30, 2010
Measured as of January 29, 2011
Lo n g - L I v e d
A S S e T S
H e L d A n d u S e d
$1,789
$ 999
$1,689
$ 750
L e v e L 1
L e v e L 2
L e v e L 3
$
$
$
$
-
-
-
-
$
$
$
$
-
-
-
-
$1,789
$ 999
$1,689
$ 750
T o TA L
Lo S S e S
$2,351
$1,934
$2,120
$ 745
In accordance with the Property, Plant and Equipment Topic of the Codification, the Company recorded $7.2 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 29, 2011. 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 29,
2011. 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.
58
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 6: long-Term debt
The Company did not have long-term debt as of January 29, 2011 or January 30, 2010.
Long-term debt maturing during each of the next five years ending January is zero for each year.
c r e d i T a G r e e m e n T:
On January 21, 2011, the Company entered into the Second 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 and collateral agent. The Credit Facility
expires January 21, 2016. The Credit Facility replaced the Company’s previous $200.0 million revolving credit facility.
Deferred financing costs incurred of $2.9 million related to the Credit Facility were capitalized and are being amortized
over five 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 29, 2011. The
Company had outstanding letters of credit of $10.5 million under the facility at January 29, 2011. These letters of credit
support product purchases and lease and insurance indemnifications.
The material terms of the Credit Facility are as follows:
A V A I L A B I L I T Y
The Credit Facility is a revolving credit facility in the aggregate principal amount of $300.0 million, with a $40.0 million
swingline loan sublimit, a $70.0 million sublimit for the issuance of standby letters of credit and a Canadian sub-facility
of up to $8.0 million. The facility has a five-year term. Any swingline loans and any letters of credit and borrowings under
the Canadian facility 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 $150.0 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 Credit Facility shall at no time exceed the lesser of the facility amount ($300.0 million
or, if increased at the Company’s option, up to $450.0 million) or the “Borrowing Base,” which generally is based on
90% of eligible inventory plus 85% of eligible wholesale receivables (50% of eligible wholesale receivables of the Lids
Team Sports business) plus 90% of eligible credit card and debit card receivables less applicable reserves.
C O L L AT E R A L
The loans and other obligations under the Credit Facility are secured by a perfected first priority lien and security
interest in all tangible and intangible assets and excludes real estate and leaseholds of the Company and certain
subsidiaries of the Company.
I N T E R E S T A N D F E E S
The Company’s borrowings under the Credit Facility bear interest at varying rates that, at the Company’s option, can
be based on:
Domestic Facility
(a) LIBOR plus the applicable margin (as defined and based on average Excess Availability during the prior quarter or
(b) the applicable margin plus the higher of (i) the Bank of America prime rate, (ii) the federal funds rate plus 0.50% or
(iii) LIBOR for an interest period of thirty days plus 1.0%
Canadian Sub-Facility
(a) For loans made in Canadian dollars, the bankers’ acceptances (“BA”) rate plus the applicable margin or (b) the
Canadian Prime Rate (defined as the highest of the (i) Bank of America Canadian Prime Rate, (ii) 0.50% plus the Bank
of America (Canadian) overnight rate, and (iii) 1.0% plus the BA rate for a 30 day interest period) plus the applicable
margin for loans made in U.S. dollars, LIBOR plus the applicable margin or the U.S. Index Rate (defined as the highest
of the (i) Bank of America (Canada branch) U.S. dollar base rate, (ii) the Federal Funds rate plus 0.50%, and (iii) LIBOR
for an interest period of thirty days plus 1.0%) plus the applicable margin.
59
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 6: long-Term debt, continued
The initial applicable margin for base rate loans and U.S. Index rate loans is 1.50%, and the initial applicable margin for
LIBOR loans and BA equivalent loans is 2.50%. Thereafter, the applicable margin will be subject to adjustment based
on “Excess Availability” for the prior quarter. The term “Excess Availability” means, as of any given date, the excess (if
any) of the Loan Cap (being the lesser of the total commitments and 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 U.S. Index rate loans and
at the end of each interest rate period (but not less often than quarterly) for LIBOR loans and BA equivalent loans.
The Company is also required to pay a commitment fee on the actual daily unused portions of the Credit Facility at a
rate of (i) 0.50% per annum if less than 50% of the Credit Facility has been utilized on average during the immediately
preceding fiscal quarter or (ii) 0.375% per annum if 50% or more of the Credit Facility has been utilized during such
fiscal quarter.
C E R TA I N C O V E N A N T S
The Company is not required to comply with any financial covenants unless Excess Availability is less than the greater
of $27.5 million or 12.5% of the Loan Cap. If and during such time as Excess Availability is less than the greater of $27.5
million or 12.5% of the Loan Cap, the Credit Facility requires the Company to meet a minimum fixed charge coverage
ratio of (a) an amount equal to consolidated EBITDA less capital expenditures and taxes paid in cash, in each case for
such period, to (b) fixed charges for such period, of not less than 1.0:1.0.
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.
C A S H D O M I N I O N
The Credit Facility also contains cash dominion provisions that apply in the event that the Company’s Excess Availability
is less than the greater of $35.0 million or 15% of the Loan Cap or there is an event of default under the Credit Facility.
E V E N T S O F D E FA U LT
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 and to agreements which would have a material adverse effect if breached, 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.
4 1 / 8 % c o n v e r T i B l e s u B o r d i n aT e d d e B e n T u r e s d u e 2 0 2 3 :
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
60
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 6: long-Term debt, continued
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.
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 for Fiscal 2010.
note 7: commitments under long-Term leases
o p e r aT i n G l e a s e s
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 4% of the Company’s
leases contain renewal options.
Rental expense under operating leases of continuing operations was:
In THouSAndS
Minimum rentals
Contingent rentals
Sublease rentals
Total rental expense
Minimum rental commitments payable in future years are:
2011
$ 167,558
5,827
(642)
$ 172,743
2010
$ 159,553
4,780
(652)
$ 163,681
2009
$ 156,241
3,722
(763)
$ 159,200
FISCAL YeArS
2012
2013
2014
2015
2016
Later years
Total minimum rental commitments
In THouSAndS
$ 170,971
156,694
143,476
127,709
107,772
207,262
$ 913,884
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 $18.4 million and $22.1 million for Fiscal 2011 and 2010, respectively, and deferred rent of $33.0 million
and $31.1 million for Fiscal 2011 and 2010, respectively, are included in deferred rent and other long-term liabilities
on the Consolidated Balance Sheets.
61
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 8: equity
n o n - r e d e e m a B l e p r e f e r r e d s T o c k
SHARES
NUMBER OF SHARES
AMOUNTS IN THOUSANDS ConverTIBLe
no. oF
Common
2011
2010
2009
2011
2010
2009
rATIo
voTeS
CLASS (IN ORDER OF PREFERENCE)*
AUTHORIZED
Subordinated Serial Preferred (Cumulative)
Aggregate
3,000,000**
-
64,368 33,497
40,449 12,163
3,579
53,764
-0-
800,000
-
33,497
12,326
3,579
-0-
-
-
33,538 $1,340
1,216
12,326
358
3,579
-0-
-0-
-
$1,340
1,233
358
-0-
-
$1,342
1,233
358
-0-
N/A
.83
2.11
1.52
$2.30 Series 1
$4.75 Series 3
$4.75 Series 4
Series 6
$1.50 Subordinated
Cumulative Preferred
N/A
1
2
1
100
1
5,000,000 30,067
79,306
30,067
79,469
30,017
79,460
902
3,816
902
3,833
900
3,833
Employees’ Subordinated
Convertible Preferred
Stated Value of Issued Shares
Employees’ Preferred Stock Purchase Accounts
Total non-redeemable preferred stock
5,000,000 49,192
*In order of preference for liquidation and dividends.
50,350
50,079
1,476
5,292
(109)
$5,183
1,510
5,343
(123)
$5,220
1,502
5,335
(132)
$5,203
1.00***
1
**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.
P r e F e r r e d S T o C k T r A n S A C T I o n S
In THouSAndS
Balance February 2, 2008
Other
Balance January 31, 2009
Other
Balance January 30, 2010
Other
Balance january 29, 2011
NON-REDEEMABLE
EMPLOYEES’
TOTAL
NON-REDEEMABLE
EMPLOYEES’
PREFERRED STOCK
NON-REDEEMABLE
PREFERRED STOCK
$ 3,837
PREFERRED STOCK
$ 1,645
PURCHASE ACOUNTS
$ (144)
PREFERRED STOCK
$ 5,338
(4)
3,833
-0-
3,833
(17)
$3,816
(143)
1,502
8
1,510
(34)
$1,476
12
(132)
9
(123)
14
$(109)
(135)
5,203
17
5,220
(37)
$ 5,183
s u B o r d i n aT e d s e r i a l p r e f e r r e d s T o c k ( c u m u l aT i v e ) :
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.
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 March 2020, 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.
62
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 8: equity, continued
$ 1 . 5 0 s u B o r d i n aT e d c u m u l aT i v e p r e f e r r e d s T o c k :
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.
e m p lo Y e e s ’ s u B o r d i n aT e d c o n v e r T i B l e p r e f e r r e d s T o c k :
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.
c o m m o n s T o c k :
Common stock – $1 par value. Authorized: 80,000,000 shares; issued: January 29, 2011 – 24,162,634 shares; January 30,
2010 – 24,562,693 shares. There were 488,464 shares held in treasury at January 29, 2011 and January 30, 2010. Each
outstanding share is entitled to one vote. At January 29, 2011, common shares were reserved as follows: 108,134 shares for
conversion of preferred stock; 696,981 shares for the 1996 Stock Incentive Plan; 180,149 shares for the 2005 Stock Incentive
Plan; 136,641 shares for the 2009 Stock Incentive Plan; and 318,618 shares for the Genesco Employee Stock Purchase Plan.
For the year ended January 29, 2011, 118,450 shares of common stock were issued for the exercise of stock options at an
average weighted market price of $18.77, for a total of $2.2 million; 404,995 shares of common stock were issued as restricted
shares as part of the 2009 Equity Incentive Plan; 4,230 shares of common stock were issued for the purchase of shares under
the Employee Stock Purchase Plan at an average weighted market price of $28.39, for a total of $0.1 million; 17,838 shares
were issued to directors for no consideration; 81,731 shares were withheld for taxes on restricted stock vested in Fiscal 2011;
1,575 shares of restricted stock were forfeited in Fiscal 2011; and 1,501 shares were issued in miscellaneous conversions of
Series 3 and Employees’ Subordinated Convertible Preferred Stock. The 118,450 options exercised were all fixed stock options
(see Note 12). In addition, the Company repurchased and retired 863,767 shares of common stock at an average weighted
market price of $28.74 for a total of $24.8 million.
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 12). 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.
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 12). 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.
r e s T r i c T i o n s o n d i v i d e n d s a n d r e d e m p T i o n s o f c a p i Ta l s T o c k :
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.
63
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 8: equity, continued
The Company’s Credit Facility prohibits the payment of dividends and other restricted payments unless as of the date of
the making of any Restricted Payment or consummation of any Acquisition, (a) no Default or Event of Default exists or
would arise after giving effect to such Restricted Payment or Acquisition, and (b) either (i) the Borrowers have pro forma
projected Excess Availability for the following six month period equal to or greater than 50% of the Loan Cap, after giving
pro forma effect to such Restricted Payment or Acquisition, or (ii) (A) the Borrowers have pro forma projected Excess
Availability for the following six month period of less than 50% of the Loan Cap but equal to or greater than 20% of the
Loan Cap, after giving pro forma effect to the Restricted Payment or Acquisition, and (B) the Fixed Charge Coverage
Ratio, on a pro-forma basis for the twelve months preceding such Restricted Payment or Acquisition, will be equal to
or greater than 1.0:1.0 and (c) after giving effect to such Restricted Payment or Acquisition, the Borrowers are Solvent.
Dividends declared for Fiscal 2011 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 $197,000 in the aggregate.
C H A n g e S I n T H e S H A r e S o F T H e C o m PA n Y ’ S C A P I TA L S T o C k
NON-REDEEMABLE
COMMON
PREFERRED
EMPLOYEES’
PREFERRED
Issued at February 2, 2008
Exercise of options
Issue restricted stock
Issue shares – Employee Stock Purchase Plan
Shares repurchased
Other
Issued at January 31, 2009
Exercise of options
Issue restricted stock
Issue shares – Employee Stock Purchase Plan
Conversion of 4 1/8% Debentures
Shares repurchased
Other
Issued at January 30, 2010
Exercise of options
Issue restricted stock
Issue shares – Employee Stock Purchase Plan
Shares repurchased
Other
Issued at January 29, 2011
Less shares repurchased and held in treasury
outstanding at january 29, 2011
STOCK
23,284,741
82,868
397,273
1,711
(4,000,000)
(34,614)
19,731,979
28,500
404,949
4,350
4,552,824
(85,000)
(74,909)
24,562,693
118,450
422,833
4,230
(863,767)
(81,805)
24,162,634
488,464
23,674,170
STOCK
79,580
-0-
-0-
-0-
-0-
(120)
79,460
-0-
-0-
-0-
-0-
-0-
9
79,469
-0-
-0-
-0-
-0-
(163)
79,306
-0-
79,306
STOCK
54,825
-0-
-0-
-0-
-0-
(4,746)
50,079
-0-
-0-
-0-
-0-
-0-
271
50,350
-0-
-0-
-0-
-0-
(1,158)
49,192
-0-
49,192
64
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 9: income Taxes
Income tax expense from continuing operations is comprised of the following:
I n T H o u S A n d S
Current
U.S. federal
Foreign
State
Total Current Income Tax Expense
Deferred
U.S. federal
Foreign
State
Total Deferred Income Tax (Benefit) Expense
Total income Tax expense – continuing operations
2 0 1 1
2 0 1 0
2 0 0 9
$ 35,103
1,474
5,703
42,280
$ 14,261
1,680
1,781
17,722
(8,165)
-0-
(3,701)
(11,866)
$ 30,414
4,943
-0-
(1,263)
3,680
$ 21,402
$ 73,781
1,837
12,228
87,846
5,429
324
896
6,649
$ 94,495
Discontinued operations were recorded net of income tax benefit of approximately ($0.9) million, ($0.2) million and
($3.5) million in Fiscal 2011, 2010 and 2009, respectively.
As a result of the exercise of stock options and vesting of restricted stock during Fiscal 2011, 2010 and 2009, the
Company realized an additional income tax benefit (expense) of approximately $1.3 million, ($0.7) million and ($0.6)
million, respectively. These tax benefits (expenses) are reflected as an adjustment to additional paid-in capital.
Deferred tax assets and liabilities are comprised of the following:
j A n u A r Y 2 9 ,
J A N U A R Y 3 0 ,
I n T H o u S A n d S
Identified intangibles
Prepaids
Convertible bonds
Total deferred tax liabilities
Options
Deferred rent
Pensions
Expense accruals
Uniform capitalization costs
Book over tax depreciation
Provisions for discontinued operations and restructurings
Inventory valuation
Tax net operating loss and credit carryforwards
Allowances for bad debts and notes
Deferred compensation and restricted stock
Other
Deferred tax assets
net deferred Tax Assets
2 0 1 1
$ (20,392)
(2,814)
(3,001)
(26,207)
1,999
8,961
4,701
4,738
9,204
12,629
6,215
3,232
1,581
894
5,047
5,172
64,373
$ 38,166
The deferred tax balances have been classified in the Consolidated Balance Sheets as follows:
Net current asset
Net non-current asset
net deferred Tax Assets
2 0 1 1
$ 19,130
19,036
$ 38,166
2 0 1 0
$ (20,011)
(2,386)
(3,011)
(25,408)
2,027
10,050
6,434
6,606
6,804
5,444
6,594
3,471
752
592
3,580
3,913
56,267
$ 30,859
2 0 1 0
$ 17,314
13,545
$ 30,859
65
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 9: income Taxes, continued
Reconciliation of the United States federal statutory rate to the Company’s effective tax rate from continuing operations
is as follows:
U.S. federal statutory rate of tax
State taxes (net of federal tax benefit)
Transaction costs
Bond costs
Permanent items
Other
effective Tax rate
2 0 1 1
35.00%
2.59
–
–
(.83)
(.96)
35.80%
2 0 1 0
35.00%
1.05
–
4.7
.75
.89
42.39%
2 0 0 9
35.00%
3.47
(3.68)
–
3.28
(.37)
37.70%
The provision for income taxes resulted in an effective tax rate for continuing operations of 35.8% for Fiscal 2011,
compared with an effective tax rate of 42.4% for Fiscal 2010. The decrease in the effective tax rate for Fiscal 2011 was
primarily attributable to the net reduction of the Company’s liability for uncertain tax positions of $1.3 million this year,
as well as the non-deductibility in Fiscal 2010 of certain items incurred in connection with the inducement of conversion
of the Debentures for common stock.
As of January 29, 2011, the Company had a federal net operating loss carryforward, which was assumed in one of the
current year acquisitions, of $1.8 million which expires in fiscal years 2025 through 2030.
As of January 29, 2011, January 30, 2010 and January 31, 2009, the Company had state net operating loss carryforwards
of $0.4 million, $0.4 million and $0, respectively, which expire in fiscal years 2016 through 2031.
As of January 29, 2011, January 30, 2010 and January 31, 2009, the Company had state tax credits of $0.5 million, $0.1
million and $0.1 million, respectively. These credits expire in fiscal years 2014 through 2019.
As of January 29, 2011, January 30, 2010 and January 31, 2009, the Company had foreign tax credits of $0.3 million,
$0.4 million and $0.1 million, respectively. These credits will expire in fiscal year 2021.
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.
As of January 29, 2011, the Company has not provided for withholding or United States federal income taxes on
approximately $8.4 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 $1.3 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 following is a tabular reconciliation of the total amounts of unrecognized tax benefits for Fiscal 2011, 2010 and 2009.
I n T H o u S A n d S
Unrecognized Tax Benefit – Beginning of Period
Gross Increases (Decreases) – Tax Positions
in a Prior Period
Gross Increases – Tax Positions in a Current Period
Settlements
Lapse of Statues of Limitations
unrecognized Tax Benefit – end of period
2 0 1 1
$ 17,004
(517)
473
(2,605)
(188)
$ 14,167
2 0 1 0
$ 13,456
4,306
327
(445)
(640)
$ 17,004
2 0 0 9
$ 4,899
(214)
10,229
(1,184)
(274)
$ 13,456
66
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 9: income Taxes, continued
Unrecognized tax benefits were approximately $14.2 million, $17.0 million and $13.5 million as of January 29, 2011,
January 30, 2010 and January 31, 2009, respectively. The amount of unrecognized tax benefits as of January 29, 2011,
January 30, 2010 and January 31, 2009 which would impact the annual effective rate if recognized were $13.1 million,
$13.9 million and $13.5 million, respectively. 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.
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 recorded interest and penalties of approximately ($0.5) million and ($0.2) million, respectively, during Fiscal
2011, $0.8 million and ($0.1) million, respectively, during Fiscal 2010 and $0.2 million and ($0.3) million, respectively,
during Fiscal 2009. The Company recognized a liability for accrued interest and penalities of $1.8 million and $0.2
million, respectively, as of January 29, 2011 and $2.3 million and $0.4 million, respectively, as of January 30, 2010,
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. Primarily as a result of filing amended tax returns, which were generated by the closing of
the Internal Revenue Service (“IRS”) examination during Fiscal 2011, the Company is still open to state and local
audits dating back to fiscal year ended January 2006. In addition, the Company has subsidiaries in various foreign
jurisdictions that have statutes of limitation generally ranging from three to six years.
The IRS completed an examination of tax years for Fiscal 2006, 2007, 2008 and 2009 in September 2010.
note 10: defined Benefit pension plans and other postretirement Benefit plans
d e f i n e d B e n e f i T p e n s i o n p l a n s
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 participant’s 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 participant’s 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.
o T h e r p o s T r e T i r e m e n T B e n e f i T p l a n s
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 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.
67
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 10: defined Benefit pension plans and other postretirement Benefit plans, continued
o B L I g AT I o n S A n d F u n d e d S TAT u S
CHAnge In BeneFIT oBLIgATIon
In THouSAndS
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participants’ contributions
Benefits paid
Actuarial loss
Benefit obligation at end of Year
CHAnge In PLAn ASSeTS
In THouSAndS
Fair value of plan assets at beginning of year
Actual gain on plan assets
Employer contributions
Plan participants’ contributions
Benefits paid
fair value of plan assets at end of Year
PenSIon BeneFITS
oTHer BeneFITS
2011
$ 109,771
250
5,897
-0-
(8,723)
3,598
$ 110,793
2010
$ 99,436
250
6,562
-0-
(9,319)
12,842
$ 109,771
2011
$ 3,226
144
170
110
(445)
275
$ 3,480
2010
$ 3,078
120
170
99
(267)
26
$ 3,226
PenSIon BeneFITS
oTHer BeneFITS
2011
$ 89,369
14,041
4,200
-0-
(8,723)
$ 98,887
2010
$ 73,468
21,220
4,000
-0-
(9,319)
$ 89,369
2011
-0-
-0-
335
110
(445)
-0-
$
$
2010
-0-
-0-
168
99
(267)
-0-
$
$
funded status at end of Year
$ (11,906)
$ (20,402)
$ (3,480)
$ (3,226)
Amounts recognized in the Consolidated Balance Sheets consist of:
PenSIon BeneFITS
oTHer BeneFITS
In THouSAndS
Noncurrent assets
Current liabilities
Noncurrent liabilities
net amount recognized
$
2011
-0-
-0-
(11,906)
$ (11,906)
$
2010
-0-
-0-
(20,402)
$ (20,402)
$
2011
-0-
(315)
(3,165)
$ (3,480)
2010
$
$
-0-
(278)
(2,948)
(3,226)
Amounts recognized in accumulated other comprehensive income consist of:
In THouSAndS
Prior service cost
Net loss
Total recognized in accumulated other
comprehensive loss
PenSIon BeneFITS
oTHer BeneFITS
2011
8
$
41,129
2010
12
$
47,718
$
2011
-0-
257
$
2010
-0-
41
$ 41,137
$ 47,730
$
257
$
41
PenSIon BeneFITS
In THouSAndS
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
jAnuArY 29,
JANUARY 30,
2011
$ 110,793
110,793
98,887
2010
$ 109,771
109,771
89,369
68
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 10: defined Benefit pension plans and other postretirement Benefit plans, continued
C o m P o n e n T S o F n e T P e r I o d I C B e n e F I T C o S T
Genesco inc. AND SUBSIDIARIES
n e T p e r i o d i c B e n e f i T c o s T
In THouSAndS
Service cost
Interest cost
Expected return on plan assets
Amortization:
Prior service cost
Losses
Net amortization
net periodic Benefit cost
PENSION BENEFITS
2010
2011
2009
$ 250 $ 250 $ 250
6,318
6,562
5,897
(8,569)
(8,089) (8,354)
$
OTHER BENEFITS
2010
$ 120
170
-0-
2009
$ 134
163
-0-
2011
144
170
-0-
4
4
4
4,235
1,751
3,361
3,365
1,755
4,239
$ 2,297 $ 213 $ 1,364
-0-
59
59
$ 373
-0-
50
50
$ 340
-0-
80
80
$ 377
r e C o n C I L I AT I o n o F A C C u m u L AT e d o T H e r C o m P r e H e n S I v e I n C o m e
In THouSAndS
Net gain
Amortization of prior service cost
Amortization of net actuarial (loss) gain
PenSIon BeneFITS
2011
$ (2,354)
(4)
(4,235)
oTHer BeneFITS
2011
$ (59)
-0-
276
Total recognized in other comprehensive income
$ (6,593)
$ 217
Total recognized in net periodic Benefit cost and
other comprehensive income
$ (4,296)
$ 590
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 $5.0 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.
w e I g H T e d - A v e r A g e A S S u m P T I o n S u S e d T o d e T e r m I n e B e n e F I T o B L I g AT I o n S
Discount rate
Rate of compensation increase
PenSIon BeneFITS
oTHer BeneFITS
2011
5.25%
nA
2010
5.625%
NA
2011
5.25%
-
2010
5.50%
-
For Fiscal 2011 and 2010, 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.
w e I g H T e d - A v e r A g e A S S u m P T I o n S u S e d T o d e T e r m I n e n e T P e r I o d I C B e n e F I T C o S T S
Discount rate
Expected long-term rate of return on
plan assets
Rate of compensation increase
PenSIon BeneFITS
2010
2011
5.625% 6.875%
2009
5.875%
oTHer BeneFITS
2011
2010
5.50% 6.375% 5.875%
2009
8.25%
nA
8.25%
NA
8.25%
NA
-
-
-
-
-
-
The weighted average discount rate used to measure the benefit obligation for the pension plan decreased from 5.625%
to 5.25% from Fiscal 2010 to Fiscal 2011. The decrease in the rate increased the accumulated benefit obligation by
$4.1 million and increased the projected benefit obligation by $4.1 million. 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.
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.
69
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 10: defined Benefit pension plans and other postretirement Benefit plans, continued
A S S u m e d H e A LT H C A r e C o S T T r e n d r AT e S
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline
(the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
2011
8%
5%
2017
2010
10%
5%
2020
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.
(In THouSAndS)
Aggregated service and interest cost
Accumulated postretirement benefit obligation
P L A n A S S e T S
1% Increase
1% Decrease
in Rates
$ 50
$ 397
in Rates
$ 41
$ 333
The Company’s pension plan weighted average asset allocations as of January 29, 2011 and January 30, 2010, by asset
category are as follows:
ASSeT CATegorY
Equity securities
Debt securities
Other
Total
PLAn ASSeTS
jAnuArY 29,
2011
66%
33%
1%
100%
JANUARY 30,
2010
63%
36%
1%
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.
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 29, 2011 and January 30, 2010, 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.
70
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
Genesco inc. AND SUBSIDIARIES
note 10: defined Benefit pension plans and other postretirement Benefit plans, continued
The following table presents the pension plan assets by level within the fair value hierarchy as of January 29, 2011.
In THouSAndS
Equity Securities:
Common Stocks
Europacific Growth Fund
Davis New York Venture Fund
Harbor Capital Appreciation Fund
Harbor Small Cap Growth Fund
Veracity Small Cap Value Fund
Debt Securities:
Pimco Long Duration
Total Return Fund
Pimco Total Return Fund
Other:
Cash Equivalents
Other (includes receivables and payables)
Total pension plan assets
C A S H F Lo w S
R E T U R N O F A S S E T S
level 1
level 2
level 3
ToTal
$ 12,556
13,272
12,804
12,766
7,234
7,129
24,048
8,189
905
(16)
$ 98,887
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$ 12,556
13,272
12,804
12,766
7,234
7,129
24,048
8,189
905
(16)
$ 98,887
There was no return of assets from the plan to the Company in Fiscal year 2011 and no plan assets are projected to be
returned to the Company in Fiscal 2012.
C O N T R I B U T I O N S
There was no ERISA cash requirement for the plan in 2010 and none is projected to be required in 2011. The Company
is currently reviewing its cash contribution policy. The Company made a $0.3 million contribution in February 2011.
E S T I M AT E D F U T U R E B E N E F I T PAY M E N T S
Expected benefit payments from the trust, including future service and pay, are as follows:
eSTImATed FuTure PAYmenTS
2011
2012
2013
2014
2015
2016–2020
s e c T i o n 4 0 1 ( k ) s a v i n G s p l a n
Pension
Benefits
($ in millions)
$ 8.6
8.4
8.4
8.4
8.2
39.2
Other
Benefits
($ in millions)
$ 0.3
0.3
0.3
0.2
0.2
1.2
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. Since January 1, 2005, the Company has matched
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 annually makes an additional contribution of 2 1/2 % of salary to each employee’s
account. In calendar 2005 and future years, participants are immediately vested in their contributions and the Company’s
matching contribution plus actual earnings thereon. The contribution expense to the Company for the matching program
was approximately $3.8 million for Fiscal 2011, $3.2 million for Fiscal 2010 and $3.1 million for Fiscal 2009.
71
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 11: earnings per share
IN THOUSANDS,
InCome
SHAreS
Per-SHAre
INCOME
SHARES
PER-SHARE
INCOME
SHARES
PER-SHARE
ExCEPT PER SHARE AMOUNTS
(numerATor) (denomInATor) AmounT
(NUMERATOR) (DENOMINATOR) AMOUNT
(NUMERATOR) (DENOMINATOR) AMOUNT
For THe YeAr ended
jAnuArY 29, 2011
FOR THE YEAR ENDED
JANUARY 30, 2010
FOR THE YEAR ENDED
JANUARY 31, 2009
Earnings from
continuing operations
$54,547
$29,086
$156,219
Less: Preferred
stock dividends
(197)
(198)
(198)
BASIC ePS
Income available to
common shareholders
54,350
23,209 $2.34
28,888
21,471 $1.35 156,021
19,235 $8.11
effecT of diluTive securiTies
Options
Convertible
preferred stock(1)
4 1/8% Convertible
Subordinated
Debentures(2)
Employees’
preferred stock(3)
dILuTed ePS
Income available to common
shareholders plus assumed
431
210
267
58
26
-0-
-0-
153
59
-0-
-0-
1,911
1,768
4,393
4,298
50
51
52
conversions
$54,408
23,716 $2.29 $30,799
23,500 $1.31 $160,567
23,911 $6.72
(1) The amount of the dividend on Series 3 convertible preferred stock per common share obtainable on conversion of the convertible preferred stock was less than
basic earnings for Fiscal 2011. Therefore, conversion of Series 3 preferred shares were included in diluted earnings per share for Fiscal 2011. The amount of the
dividend on Series 1 and Series 4 convertible preferred stock per common share obtainable on conversion of the preferred stock was higher than basic earnings
for Fiscal 2011. Therefore, conversion of Series 1 and Series 4 preferred shares were not reflected in diluted earnings per share for Fiscal 2011 because it would
have been antidilutive. 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 1, Series 3 and Series 4 for Fiscal 2010. Therefore, conversion of Series 1, Series 3 and Series 4 convertible
preferred stock is not reflected in diluted earnings per share for Fiscal 2010, because it would have been antidilutive. The amount of the dividend on Series 1,
Series 3 and Series 4 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 1, Series 3 and Series 4 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 25,606 and 5,423, respectively, as of January 29, 2011.
(2) The Company converted the 4 1/8% Convertible Subordinated Debentures to common stock during Fiscal 2010, therefore the convertible debentures are not
reflected in diluted earnings per share for Fiscal 2011.
(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.
Options to purchase 12,000 shares of common stock at $32.65 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 2011 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 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.
72
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 11: earnings per share, continued
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.
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 Fiscal
2007, the board authorized an additional $50.0 million in stock repurchases. In Fiscal 2009, 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 2 and 13). 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. During the first quarter of Fiscal 2011, the board increased the total repurchase authorization under
its common stock repurchase plan to $35.0 million. The board restored the total repurchase authorization in the third
quarter of Fiscal 2011 to $35.0 million. The Company repurchased 863,767 shares at a cost of $24.8 million during
Fiscal 2011. All of the $24.8 million in repurchases for Fiscal 2011, except $0.6 million, were repurchased under the
original $35.0 million authorization made during the first quarter of Fiscal 2011.
note 12: shared-Based compensation plans
The Company’s stock-based compensation plans, as of January 29, 2011, 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.
s T o c k i n c e n T i v e p l a n s
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 2011, 2010 and 2009, the Company recognized share-based compensation cost of $0.2 million, $0.4
million and $1.7 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.
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 $1.4 million, $0 and $0.2
million as financing cash inflows rather than as operating cash inflows on its Consolidated Statement of Cash Flows for
Fiscal 2011, 2010 and 2009, respectively.
The Company did not grant any shares of fixed stock options in Fiscal 2011, 2010 or 2009.
73
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 12: shared-Based compensation plans, continued
A summary of fixed stock option activity and changes for Fiscal 2011, 2010 and 2009 is presented below:
weIgHTed-AverAge
remAInIng
SHAreS
exerCISe PrICe
ConTrACTuAL Term
vALue (In
THouSAndS)(1)
weIgHTed-AverAge
AggregATe InTrInSIC
Outstanding, February 2, 2008
1,129,674
$ 23.44
Granted
Exercised
Forfeited
Outstanding, January 31, 2009
Granted
Exercised
Forfeited
Outstanding, January 30, 2010
granted
exercised
Forfeited
outstanding, january 29, 2011
exercisable, january 29, 2011
-0-
(82,868)
(3,047)
1,043,759
-0-
(28,500)
(19,679)
995,580
-0-
(118,450)
-0-
877,130
876,543
-
17.35
31.84
$ 23.90
-
14.04
31.16
$ 24.04
-
18.77
-
$ 24.75
$ 24.74
3.45
3.45
$ 10,321
$ 10,321
(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 2011, 2010 and 2009 was $2.3 million, $0.4 million and $1.4 million, respectively.
A summary of the status of the Company’s nonvested shares of its fixed stock incentive plans as of January 29, 2011,
is presented below:
n o n v e S T e d F I x e d S T o C k o P T I o n S
Nonvested at January 30, 2010
Granted
Vested
Forfeited
nonvested at january 29, 2011
S H A r e S
27,357
-0-
(26,770)
-0-
587
w e I g H T e d - A v e r A g e
g r A n T- d AT e
FA I r v A L u e
$ 16.41
-
16.41
-
$ 16.28
As of January 29, 2011 there was less than $1,000 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 in the first month of Fiscal 2012.
Cash received from option exercises under all share-based payment arrangements for Fiscal 2011, 2010 and 2009 was
$2.2 million, $0.4 million and $1.4 million, respectively.
r e s T r i c T e d s T o c k i n c e n T i v e p l a n s
D I R E C T O R R E S T R I C T E D S T O C K
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 2011,
2010 and 2009.
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
74
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 12: shared-Based compensation plans, continued
restricted from selling, transferring, pledging or assigning the shares for an additional three years. There were no retainer
shares issued in Fiscal 2011, 2010 or 2009.
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 2011 and 2010 on substantially the same terms as grants under the 2005
Plan. For Fiscal 2011, 2010 and 2009, the Company issued 17,838 shares, 21,204 shares and 18,792 shares, respectively,
of director restricted stock.
For Fiscal 2011, 2010 and 2009, the Company recognized $0.5 million, $0.4 million and $0.3 million, respectively, of
director restricted stock related share-based compensation in selling and administrative expenses in the accompanying
Consolidated Statements of Operations.
E M P LO Y E E R E S T R I C T E D S T O C K
Under the 2009 Plan, the Company issued 404,995 shares and 383,745 shares of employee restricted stock in Fiscal
2011 and 2010, respectively. Under the 2005 Plan, the Company issued 397,273 shares of employee restricted stock
in Fiscal 2009. Of the 383,745 shares issued in Fiscal 2010, 359,096 shares and the shares issued in Fiscal 2011 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 $7.3 million, $6.2 million and $6.0 million for
Fiscal 2011, 2010 and 2009, respectively. A summary of the status of the Company’s nonvested shares of its employee
restricted stock as of January 29, 2011 is presented below:
n o n v e S T e d r e S T r I C T e d S H A r e S
Nonvested at February 2, 2008
Granted
Vested
withheld for federal taxes
Forfeited
Nonvested at January 31, 2009
Granted
Vested
withheld for federal taxes
Forfeited
Nonvested at January 30, 2010
granted
vested
withheld for federal taxes
Forfeited
nonvested at january 29, 2011
S H A r e S
293,251
397,273
(124,869)
(52,969)
(4,353)
508,333
383,745
(138,714)
(65,299)
(11,951)
676,114
404,995
(179,684)
(81,731)
(1,575)
818,119
w e I g H T e d - A v e r A g e
g r A n T- d AT e
FA I r v A L u e
$ 37.23
20.79
36.84
36.86
27.42
24.60
19.25
26.70
26.32
25.97
20.94
28.41
23.09
23.15
19.40
$ 23.95
As of January 29, 2011 there were $14.4 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 1.95 years.
75
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 12: shared-Based compensation plans, continued
e m p lo Y e e s T o c k p u r c h a s e p l a n
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
4,230 shares, 4,350 shares and 1,711 shares to employees in Fiscal 2011, 2010 and 2009, respectively.
s T o c k p u r c h a s e p l a n s
Stock purchase accounts arising out of sales to employees prior to 1972 under certain employee stock purchase
plans amounted to $109,000 and $123,000 at January 29, 2011 and January 30, 2010, respectively, and were secured
at January 29, 2011, by 6,165 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.
note 13: legal proceedings
e n v i r o n m e n Ta l m aT T e r s
N E w Y O R K S TAT E E N V I R O N M E N TA L M AT T E R S
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 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 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
76
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 13: legal proceedings, continued
$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. The Company intends to continue to defend the action.
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.
w H I T E H A L L E N V I R O N M E N TA L M AT T E R S
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.
In October 2010, the Company and the Michigan Department of Natural Resources and Environment entered into a
Consent Decree providing for implementation of a remedial work Plan for the facility site designed to bring the site into
compliance with applicable regulatory standards. The Company estimates the cost of implementing the work Plan at
approximately $4.9 million. There can be no assurance that remediation costs will not exceed the estimate.
A C C R U A L F O R E N V I R O N M E N TA L C O N T I N G E N C I E S
Related to all outstanding environmental contingencies, the Company had accrued $15.5 million as of January 29, 2011,
$15.9 million as of January 30, 2010 and $16.0 million as of January 31, 2009. 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 $2.9
million reflected in Fiscal 2011, $0.8 million in Fiscal 2010 and $9.4 million in Fiscal 2009. These charges are included
in provision for discontinued operations, net in the Consolidated Statements of Operations.
m e r G e r - r e l aT e d l i T i G aT i o n
G E n E S C o I n C . V. T h E F I n I S h L I n E , E T A L .
U B S S E C U r I T I E S L L C A n D U B S Lo A n F I n A n C E L L C V. G E n E S C o I n C . , ET AL.
On September 21, 2007, the Company filed suit against The Finish Line, Inc. in Chancery Court in Nashville, Tennessee
seeking a court order requiring The Finish Line to consummate an agreement entered into merger with the Company in
June 2007 (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.
77
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 13: legal proceedings, continued
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, and seeking 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.
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. 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, to use its reasonable best efforts to take all actions to consummate the merger
as required by the Merger Agreement, and to use its reasonable best efforts to obtain financing. 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 in the New York Action.
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.
c a l i f o r n i a m aT T e r s
On March 3, 2011, there was filed in the U.S. District Court for the Southern District of California a putative class action
styled Fraser v. Genesco Inc. On March 4, 2011, there was filed in the Superior Court of California for the County of
San Francisco a putative class action styled Pabst v. Genesco Inc. et al. Both complaints allege that the Company’s
retail stores in California violated the California Song-Beverly Credit Card Act of 1971 and other California law through
customer information collection practices, and both seek civil penalties, damages, restitution, injunctive and declaratory
relief, attorneys’ fees, and other relief. The Company disputes the material allegations in both complaints and intends
to defend the actions vigorously.
o T h e r m aT T e r s
On December 10, 2010, the Company announced that it had suffered a criminal intrusion into the portion of its computer
network that processes payments for transactions in certain of its retail stores. while the Company has not received
notice of any claims arising out of the intrusion, there can be no assurance that such claims will not be asserted in the
future, or that such claims will not be material.
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 the Company’s business and results of operations.
78
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 14: 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; Lids Sports
Group, comprised of the Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection and Hat world retail headwear
stores, the Sports Fan-Attic retail licensed sports headwear, apparel and accessory stores acquired in November 2009
and the Sports Avenue retail licensed sports headwear, apparel and accessory stores acquired in October 2010, both
of which are now referred to as Lids Locker Room, the Lids Team Sports business, including the recently acquired
Brand Innovators and Anaconda Sports team dealer businesses, and certain e-commerce operations; 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.
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 Lids Sports 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 rent expense, 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.
Fiscal 2011
In THouSAndS
Sales
Intercompany sales
underground
joHnSTon
journeYS
STATIon
LIdS SPorTS
& murPHY
LICenSed CorPorATe
grouP
grouP
grouP
grouP
BrAndS
& oTHer ConSoLIdATed
$ 804,149 $ 94,351 $ 603,533 $ 185,012 $ 101,839 $ 1,339 $ 1,790,223
-0-
-0-
(188)
(1)
(195)
-0-
(384)
net sales to external customers
$ 804,149 $ 94,351 $ 603,345 $ 185,011 $ 101,644 $ 1,339 $ 1,789,839
Segment operating income (loss)
$ 55,628 $
(2,476) $
57,778 $
8,617 $ 12,861 $ (37,758) $ 94,650
Restructuring and other*
-0-
-0-
-0-
-0-
-0-
(8,567)
earnings (loss) from operations
55,628
(2,476)
57,778
8,617
12,861 (46,325)
Interest expense
Interest income
earnings (loss) from continuing
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(1,130)
-0-
8
(8,567)
86,083
(1,130)
8
operations before income taxes
$ 55,628 $
(2,476) $
57,778 $
8,617 $ 12,861 $ (47,447) $ 84,961
Total assets**
Depreciation and amortization
Capital expenditures
$ 240,567 $ 27,768 $ 435,016 $ 72,393 $ 38,152 $ 147,186 $ 961,082
20,835
6,422
2,170
1,332
18,627
17,908
3,754
1,687
217
2,135
27
1,923
47,738
29,299
*Restructuring and other includes a $7.2 million charge for asset impairments, of which $4.8 million is in the Journeys Group, $1.0 million in the Lids
Sports Group, $0.7 million in the Johnston & Murphy Group and $0.7 million in the Underground Station Group.
**Total assets for Lids Sports Group include $152.5 million goodwill which includes $33.5 million of additions in Fiscal 2011 resulting from acquisitions.
Total assets for Licensed Brands include $0.8 million goodwill due to the Keuka Footwear acquisition.
79
Genesco inc. AND SUBSIDIARIES
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 14: Business segment information, continued
Fiscal 2010
IN THOUSANDS
Sales
Intercompany sales
UNDERGROUND
JOHNSTON
JOURNEYS
STATION
LIDS SPORTS
& MURPHY
LICENSED
CORPORATE
GROUP
GROUP
GROUP
GROUP
BRANDS
& OTHER CONSOLIDATED
$ 749,202 $ 99,458 $ 465,878 $ 166,081 $ 93,291 $
643 $ 1,574,553
-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 early retirement of debt
Interest expense
Interest income
earnings (loss) from continuing
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(5,518)
(4,430)
14
(5,518)
(4,430)
14
operations before income taxes
$ 44,285 $
(4,584) $ 44,039 $
5,484 $ 12,372 $ (51,108) $
50,488
Total assets**
Depreciation and amortization
Capital expenditures
$ 246,000 $ 28,497 $ 333,634 $ 67,705 $ 27,293 $ 160,523 $ 863,652
23,839
14,664
2,669
158
14,732
13,959
3,891
3,633
174
64
2,157
1,347
47,462
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 Lids
Sports Group, $0.9 million in the Johnston & Murphy Group and $0.8 million in the Underground Station Group.
**Total assets for Lids Sports Group include $119.0 million goodwill.
Fiscal 2009
IN THOUSANDS
Sales
Intercompany sales
UNDERGROUND
JOHNSTON
JOURNEYS
STATION
LIDS SPPORTS
& MURPHY
LICENSED
CORPORATE
GROUP
GROUP
GROUP
GROUP
BRANDS
& OTHER CONSOLIDATED
$ 760,008 $ 110,902 $ 405,446 $ 177,963 $ 96,656 $
682 $ 1,551,657
-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
Restructuring and other*
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
204,075
204,075
-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
Interest income
earnings (loss) before income taxes
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(9,234)
(9,234)
322
322
from continuing operations
$ 49,050 $
(5,660) $ 36,670 $ 10,069 $ 11,925 $ 148,660 $ 250,714
Total assets**
Depreciation and amortization
Capital expenditures
$ 270,043 $ 33,790 $ 306,904 $ 82,246 $ 32,070 $ 91,010 $ 816,063
23,417
23,437
3,336
295
13,904
15,705
3,634
6,985
188
300
2,354
2,698
46,833
49,420
* Restructuring and other includes an $8.6 million charge for asset impairments, of which $3.8 million is in the Lids Sports 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 Lids Sports Group include $111.7 million goodwill.
80
n o T e s T o c o n s o l i d aT e d f i n a n c i a l s TaT e m e n T s
note 15: quarterly financial information (unaudited)
Genesco inc. AND SUBSIDIARIES
( I n T H o u S A n d S , e x C e P T
P e r S H A r e A m o u n T S )
Net sales
Gross margin
Earnings (loss) from
continuing operations
1 S T q u A r T e r
2 n d q u A r T e r
3 r d q u A r T e r
2 0 1 1
2 0 1 0
2 0 1 1
2 0 1 0
2 0 1 1
2 0 1 0
4 T H q u A r T e r
2 0 1 1
2 0 1 0
F I S C A L Y e A r
2 0 1 1
2 0 1 0
$400,853 $370,366 $363,654 $334,658 $464,838 $390,302 $560,494 $479,026 $1,789,839 $1,574,352
208,071
189,222 184,044
169,945 236,741
200,166 272,991 236,537
901,847
795,870
before income taxes
14,316(1)
(5,322)(2)
(3,649)(4)
(3,835)(6) 26,373(7)
17,403(8) 47,921(10) 42,242(12)
84,961
50,488
Earnings (loss) from
continuing operations
8,563
(5,603)
(2,396)
(2,663) 16,967
11,523
31,413
25,829
54,547
Net earnings (loss)
8,616
(5,762)(3)
(3,183)(5)
(2,722) 16,917
11,443(9) 30,861(11) 25,854
53,211
29,086
28,813
Diluted earnings (loss)
per common share:
Continuing operations
Net earnings (loss)
.36
.36
(.30)
(.31)
(.10)
(.14)
(.12)
(.13)
.72
.72
.50
.50
1.34
1.31
1.08
1.08
2.29
2.24
1.31
1.30
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
Includes a net restructuring and other charge of $2.4 million (see Note 3).
Includes a net restructuring and other charge of $5.0 million (see Note 3) and a $5.1 million loss on early retirement of debt (see Note 6).
Includes a loss of $0.2 million, net of tax, from discontinued operations (see Note 3).
Includes a net restructuring and other charge of $2.0 million (see Note 3).
Includes a loss of $0.8 million, net of tax, from discontinued operations (see Note 3).
Includes a net restructuring and other charge of $3.3 million (see Note 3).
Includes a net restructuring and other charge of $2.2 million (see Note 3).
Includes a net restructuring and other charge of $2.6 million (see Note 3).
Includes a loss of $0.1 million, net of tax, from discontinued operations (see Note 3).
Includes a net restructuring and other charge of $2.0 million (see Note 3).
Includes a loss of $0.5 million, net of tax, from discontinued operations (see Note 3).
Includes a net restructuring and other charge of $2.5 million (see Note 3) and a $0.4 million loss on early retirement of debt (see Note 6).
81
Genesco inc. AND SUBSIDIARIES
c o r p o r aT e i n f o r m aT i o n
a n n u a l m e e T i n G o f s h a r e h o l d e r s
o T h e r i n f o r m aT i o n
The a nnual meeting of shareholders w ill be h eld
Certifications by the Chief Executive Officer and the Chief
wednesday, June 22, 2011, at 10:00 a.m. CDT, at the
Financial Officer of the Company pursuant to Section 302
corporate headquarters in Genesco Park, Nashville,
of the Sarbanes-Oxley Act of 2002 have been filed as
Tennessee.
c o r p o r aT e h e a d q u a r T e r s
Genesco Park
1415 Murfreesboro Road – P.O. Box 731
Nashville, TN 37202-0731
i n d e p e n d e n T a u d i T o r s
Ernst & Young LLP
150 Fourth Avenue North
Suite 1400
Nashville, Tennessee 37219
exhibits of the Company’s 2011 Annual Report on Form
10-K. The Chief Executive Officer has submitted to the New
York Stock Exchange (NYSE) the annual CEO certification
for fiscal 2011 regarding the Company’s compliance with
the NYSE’s corporate governance listing standards.
f o r m 1 0 - k
Each year Genesco files with the Securities and Exchange
Commission a Form 10-K which contains more detailed
information. Any shareholder who would like to receive,
without charge, a single copy (without exhibits), or who
would like to receive extra copies of any Genesco
T r a n s f e r a G e n T a n d r e G i s T r a r
shareholder publication should send a request to:
Communications concerning stock transfer, preferred stock
Claire S. McCall
dividends, consolidating accounts, change of address and
Director, Corporate Relations
lost or stolen stock certificates should be directed to the
Genesco Park, Suite 490 – P.O. Box 731
transfer agent. when corresponding with the transfer agent,
Nashville, Tennessee 37202-0731
shareholders should state the exact name(s) in which the
(615) 367-8283
stock is registered and certificate number, as well as old
and new information about the account.
Computershare Phone #: 877-224-0366
Address: Computershare
P. O. Box 43078
Providence, Rhode Island 02940-3078
c o m m o n s T o c k l i s T i n G
New York Stock Exchange, Chicago Stock Exchange
Symbol: GCO
s h a r e h o l d e r i n f o r m aT i o n l i n e
Shareholder information may be accessed at
Private Couriers/Registered Mail:
www.genesco.com
Computershare
250 Royall Street
Canton, Massachusetts 02021
Questions & Inquiries via our website:
http://www.computershare.com/investor
Hearing Impaired #: TDD: 1-800-952-9245
i n v e s T o r r e l aT i o n s
Security analysts, portfolio managers or other investment
community representatives should contact:
James S. Gulmi, Senior Vice President – Finance,
Chief Financial Officer
Genesco Park, Suite 490 – P.O. Box 731
Nashville, Tennessee 37202-0731
(615) 367-8325
82
B o a r d o f d i r e c T o r s
J a m e s s . B e a r d
Retired President, Caterpillar
Financial Services Corporation
Nashville, Tennessee
Genesco inc. AND SUBSIDIARIES
r o B e r t J . d e n n i s
Chairman, President and Chief Executive Officer
Genesco Inc.
m at t h e W C . d i a m o n d
Member of the audit and finance committees
Chairman and Chief Executive Officer
L e o n a r d L . B e r r y
Presidential Professor for Teaching Excellence,
Distinguished Professor of Marketing
and Professor of Humanities in Medicine
Texas A&M University
College Station, Texas
Member of the compensation and nominating
and governance committees
W i L L i a m F. B L a u F u s s , J r .
Consultant, Certified Public Accountant
Nashville, Tennessee
Chairman of the audit committee,
member of the finance committee
J a m e s W. B r a d F o r d
Alloy, Inc.
New York, New York
Chairman of the compensation committee,
member of the finance committee
m a r t y G . d i C k e n s
Retired President
AT&T – Tennessee
Nashville, Tennessee
Member of the compensation and the
nominating and governance committees
B e n t. h a r r i s
Former Chairman
Genesco Inc.
Member of the finance committee
Dean, Owen Graduate School of Management
k at h L e e n m a s o n
Vanderbilt University
Nashville, Tennessee
President and Chief Executive Officer
Tuesday Morning Corporation
Chairman of the finance committee and member
Dallas, Texas
of the nominating and governance committee
Member of the audit and compensation committees
r o B e r t V. d a L e
Consultant
Nashville, Tennessee
Chairman of the nominating and governance
committee and member of the audit committee
c o r p o r aT e o f f i c e r s
r o B e r t J . d e n n i s
r o G e r G . s i s s o n
Chairman, President and Chief Executive Officer
Senior Vice President, Corporate Secretary
7 years with Genesco
J a m e s s . G u L m i
Senior Vice President – Finance,
Chief Financial Officer
39 years with Genesco
J o n at h a n d. C a p L a n
and General Counsel
17 years with Genesco
m i m i e . V a u G h n
Senior Vice President – Strategy and Shared Services
8 years with Genesco
pa u L d. W i L L i a m s
Senior Vice President – Genesco Branded
Vice President and Chief Accounting Officer
18 years with Genesco
J a m e s C . e s t e pa
34 years with Genesco
m at t h e W n . J o h n s o n
Senior Vice President – Genesco Retail
Treasurer
26 years with Genesco
k e n n e t h J . ko C h e r
Senior Vice President – Lids Sports Group
7 years with Genesco
18 years with Genesco
83
Genesco inc. AND SUBSIDIARIES
G e n e s c o r e Ta i l s T o r e s A S O F 1 / 2 9 / 1 1
ALASkA
CALIFornIA
AnCHorAge LIDS (2), JOURNEYS (2)
AnTIoCH LIDS, JOURNEYS
FAIrBAnkS LIDS, JOURNEYS
ArCAdIA LIDS, JOURNEYS
BAkerSFIeLd LIDS, JOURNEYS,
JOURNEYS KIDZ, SHI
BreA LIDS, JOURNEYS
BurBAnk LIDS, JOURNEYS
ALABAmA
AuBurn HAT SHACK, JOURNEYS, CLUBHOUSE
BIrmIngHAm HAT SHACK, LIDS (2),
JOHNSTON & MURPHY SHOP, JOURNEYS
doTHAn HAT wORLD, JOURNEYS
FAIrFIeLd UNDERGROUND STATION
FLorenCe LIDS, JOURNEYS
FoLeY LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS, JOURNEYS KIDZ
gAdSden HAT SHACK
Homewood JOURNEYS
Hoover JOURNEYS, SHI
HunTSvILLe HAT SHACK, LIDS, JOURNEYS (2),
UNDERGROUND STATION
moBILe HAT SHACK, JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION, LIDS LOCKER ROOM
monTgomerY HAT SHACK
oxFord HAT SHACK
SPAnISH ForT JOURNEYS
TuSCALooSA HAT SHACK, JOURNEYS
ALBerTA
CALgArY LIDS
edmonTon CAP CONNECTION (2), LIDS,
HEAD QUARTERS (2)
medICIne HAT LIDS
red deer LIDS
ArkAnSAS
FAYeTTevILLe HAT wORLD, JOURNEYS,
JOURNEYS KIDZ
ForT SmITH HAT wORLD, JOURNEYS
HoT SPrIngS JOURNEYS
joneSBoro LIDS, JOURNEYS
LITTLe roCk LIDS
norTH LITTLe roCk JOURNEYS (2), HAT wORLD,
UNDERGROUND STATION
PIne BLuFF HAT wORLD, JOURNEYS
rogerS LIDS, JOURNEYS
ArIzonA
CHAndLer JOURNEYS, JOURNEYS KIDZ
FLAgSTAFF LIDS, JOURNEYS
gILBerT JOURNEYS
gLendALe LIDS, JOURNEYS
meSA JOURNEYS (2), JOURNEYS KIDZ, LIDS (2)
PHoenIx HAT wORLD, LIDS (2), JOURNEYS (4),
JOURNEYS KIDZ, UNDERGROUND STATION (2)
PreSCoTT JOURNEYS
SCoTTSdALe LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, JOURNEYS KIDZ
SIerrA vISTA LIDS
TemPe LIDS (2), JOURNEYS (2), JOURNEYS KIDZ,
CLUBHOUSE
TuCSon LIDS, JOURNEYS (2), JOURNEYS KIDZ,
HAT wORLD, SHI, UNDERGROUND STATION
YumA JOURNEYS
BrITISH CoLumBIA
BurnABY LIDS (3)
keLownA HEAD QUARTERS
LAngLeY HEAD QUARTERS
nAnAImo LIDS
SurreY LIDS
vAnCouver LIDS
vICTorIA HEAD QUARTERS
wHISTLer LIDS
SACrAmenTo LIDS (2), JOURNEYS (2)
wILmIngTon LIDS, JOURNEYS
SALInAS LIDS, JOURNEYS
SAn BernAdIno LIDS, JOURNEYS
SAn Bruno JOURNEYS
dISTrICT oF CoLumBIA
wASHIngTon, d.C. JOHNSTON & MURPHY SHOP (4)
SAn dIego LIDS (4), JOHNSTON & MURPHY SHOP,
FLorIdA
JOURNEYS (3), LIDS LOCKER ROOM
ALTAmonTe SPrIngS LIDS, JOURNEYS,
SAn FrAnCISCo LIDS (3), JOHNSTON & MURPHY SHOP
LIDS LOCKER ROOM
CABAzon JOHNSTON & MURPHY OUTLET
SAn joSe LIDS (2), JOURNEYS (2)
AvenTurA LIDS, JOHNSTON & MURPHY SHOP,
CAmArILLo LIDS, JOHNSTON & MURPHY OUTLET
SAn LeAndro LIDS
JOURNEYS, JOURNEYS KIDZ
CAnogA PArk LIDS, JOURNEYS, CLUBHOUSE
SAn mATeo LIDS, JOURNEYS
BoCA rATon LIDS, JOHNSTON & MURPHY SHOP,
CAPIToLA LIDS, JOURNEYS
SAn YSIdro JOURNEYS
JOURNEYS
CArLSBAd LIDS (2), JOHNSTON & MURPHY OUTLET,
SAnTA AnA LIDS, JOURNEYS, CLUBHOUSE
BoYnTon BeACH LIDS, JOURNEYS,
JOURNEYS, JOURNEYS KIDZ,
SAnTA CLArA HAT wORLD, JOURNEYS,
UNDERGROUND STATION
JOURNEYS KIDZ
UNDERGROUND STATION
BrAdenTon LIDS, JOURNEYS
CerrIToS LIDS, JOURNEYS
CHICo LIDS, JOURNEYS
SAnTA monICA LIDS, JOURNEYS
BrAndon LIDS, JOURNEYS, JOURNEYS KIDZ, SHI,
SAnTA roSA LIDS, JOURNEYS, JOURNEYS KIDZ
LIDS LOCKER ROOM
CHuLA vISTA HAT wORLD, JOURNEYS (2), LIDS
SHermAn oAkS JOURNEYS
CITruS HeIgHTS LIDS, JOURNEYS
SImI vALLeY JOURNEYS
CITY oF InduSTrY JOURNEYS
SToCkTon LIDS, JOURNEYS
CLeArwATer HAT SHACK, JOURNEYS,
JOURNEYS KIDZ, SHI, LIDS LOCKER ROOM
CorAL SPrIngS HAT SHACK, JOURNEYS,
CommerCe LIDS, JOURNEYS
ConCord LIDS, JOURNEYS
TemeCuLA JOURNEYS
UNDERGROUND STATION, LIDS LOCKER ROOM
THouSAnd oAkS LIDS, JOURNEYS
dAYTonA BeACH LIDS, JOURNEYS, JOURNEYS KIDZ
CoSTA meSA JOHNSTON & MURPHY SHOP,
TorrAnCe LIDS
deSTIn LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
CuLver CITY LIDS
dALY CITY JOURNEYS
downeY LIDS, JOURNEYS
eL CAjon LIDS, JOURNEYS
eL CenTro LIDS, JOURNEYS
eSCondIdo LIDS, JOURNEYS
TrACY HAT wORLD, JOURNEYS
TuLAre JOURNEYS
TuSTIn LIDS
unIverSAL CITY LIDS
vALenCIA LIDS, JOURNEYS
venTurA HAT wORLD, JOURNEYS
vICTorvILLe LIDS, JOURNEYS
eurekA HAT wORLD, JOURNEYS
vISALIA LIDS, JOURNEYS, JOURNEYS KIDZ
FAIrFIeLd JOURNEYS, LIDS, UNDERGROUND STATION
weST CovInA LIDS, JOURNEYS
FoLSom LIDS
FreSno LIDS, JOURNEYS
gILroY LIDS, JOHNSTON & MURPHY OUTLET
gLendALe LIDS
HAnFord LIDS, JOURNEYS
HAYwArd LIDS
HoLLYwood LIDS
IrvIne LIDS
LAke eLSInore LIDS
LAkewood LIDS, JOURNEYS,
UNDERGROUND STATION
Long BeACH LIDS
LoS AngeLeS LIDS, JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION, CLUBHOUSE,
LIDS LOCKER ROOM
mILPITAS LIDS, JOURNEYS
modeSTo LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
monTCLAIr LIDS, JOURNEYS
monTeBeLLo LIDS, JOURNEYS
monTereY LIDS
moreno vALLeY LIDS, JOURNEYS
nATIonAL CITY LIDS, JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION
newArk LIDS, JOURNEYS
weSTmInSTer LIDS, JOURNEYS
YuBA CITY LIDS, JOURNEYS
CoLorAdo
AurorA LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
BroomFIeLd LIDS, JOURNEYS
CASTLe roCk LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
CoLorAdo SPrIngS LIDS(2), JOURNEYS,
UNDERGROUND STATION
denver LIDS, JOHNSTON & MURPHY SHOP (2),
JOURNEYS (3)
FT. CoLLInS JOURNEYS
grAnd junCTIon LIDS, JOURNEYS
greeLeY JOURNEYS
LAkewood LIDS, JOURNEYS
LITTLeTon HAT wORLD, JOURNEYS (2)
LoneTree LIDS, JOHNSTON & MURPHY SHOP
LoveLAnd LIDS, JOURNEYS
PueBLo LIDS, JOURNEYS
SILverTHorne LIDS, JOURNEYS
weSTmInSTer JOURNEYS
ConneCTICuT
norTHrIdge LIDS, JOURNEYS, JOURNEYS KIDZ,
CLInTon JOHNSTON & MURPHY OUTLET
UNDERGROUND STATION
dAnBurY LIDS, JOURNEYS, JOURNEYS KIDZ
onTArIo LIDS, JOURNEYS, JOURNEYS KIDZ
FArmIngTon LIDS, JOHNSTON & MURPHY SHOP
JOURNEYS (2)
eLLenTon JOURNEYS,
JOHNSTON & MURPHY OUTLET, LIDS
eSTero LIDS, JOURNEYS (2),
JOHNSTON & MURPHY OUTLET
FT. LAuderdALe JOURNEYS
FT. mYerS LIDS (2), JOURNEYS (2), LIDS LOCKER ROOM,
UNDERGROUND STATION
gAIneSvILLe HAT SHACK, JOURNEYS
HIALeAH HAT SHACK
jACkSonvILLe HAT SHACK, LIDS,
JOHNSTON & MURPHY SHOP, JOURNEYS (2),
UNDERGROUND STATION (2)
jenSen BeACH JOURNEYS
kISSImmee LIDS, JOURNEYS
LAke wALeS LIDS, JOURNEYS
LAkeLAnd HAT wORLD, JOURNEYS,
LIDS LOCKER ROOM
mAdeIrA BeACH LIDS LOCKER ROOM
mArY eSTHer HAT SHACK, JOURNEYS,
JOURNEYS KIDZ
meLBourne HAT SHACK, JOURNEYS
merrITT ISLAnd LIDS, JOURNEYS
mIAmI HAT SHACK, LIDS (2), JOURNEYS (2),
JOURNEYS KIDZ, LIDS LOCKER ROOM,
UNDERGROUND STATION (4), SHI,
JOHNSTON & MURPHY SHOP
mIAmI BeACH JOURNEYS
nAPLeS LIDS, JOURNEYS, JOURNEYS KIDZ
oCALA LIDS
oCoee LIDS, JOURNEYS, UNDERGROUND STATION,
LIDS LOCKER ROOM
orAnge PArk LIDS, JOURNEYS
orLAndo HAT SHACK, LIDS (5), JOHNSTON & MURPHY
SHOP, JOHNSTON & MURPHY OUTLET, JOURNEYS (6),
JOURNEYS KIDZ (2), UNDERGROUND STATION,
orAnge LIDS
mAnCHeSTer LIDS, JOURNEYS
PALm deSerT LIDS, JOURNEYS
merIden LIDS, JOURNEYS
LIDS LOCKER ROOM
ovIedo JOURNEYS
PALmdALe LIDS, JOURNEYS
PAnorAmA CITY LIDS
PISmo BeACH JOURNEYS
mILFord LIDS, JOURNEYS, UNDERGROUND STATION
PALm BeACH gArdenS JOHNSTON & MURPHY SHOP,
STAmFord JOHNSTON & MURPHY SHOP, JOURNEYS
JOURNEYS
TrumBuLL LIDS, JOURNEYS
PLeASAnTon LIDS, JOURNEYS
wATerBurY LIDS, JOURNEYS
rAnCHo CuCAmongA JOURNEYS
wATerFord LIDS, JOURNEYS
reddIng JOURNEYS
redondo BeACH LIDS
rICHmond LIDS
rIverSIde LIDS, JOURNEYS
roSevILLe LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, JOURNEYS KIDZ, SHI
weSTBrook LIDS
weSTPorT JOHNSTON & MURPHY SHOP
deLAwAre
dover HAT wORLD, JOURNEYS
newArk LIDS, JOURNEYS
reHoBoTH BeACH LIDS, JOURNEYS
84
PAnAmA CITY LIDS, JOURNEYS
PAnAmA CITY BeACH LIDS, JOURNEYS
PemBroke PIneS LIDS, JOURNEYS,
LIDS LOCKER ROOM
PenSACoLA LIDS, JOURNEYS,
UNDERGROUND STATION, LIDS LOCKER ROOM
PLAnTATIon LIDS, JOURNEYS
PorT CHArLoTTe LIDS, JOURNEYS
G e n e s c o r e Ta i l s T o r e s A S O F 1 / 2 9 / 1 1
Genesco inc. AND SUBSIDIARIES
PorT rICHeY HAT SHACK, JOURNEYS
BLoomIngTon HAT wORLD, JOURNEYS
ST. AuguSTIne JOURNEYS
BoLIngBrook JOURNEYS
ST. PeTerSBurg JOURNEYS, LIDS,
CALumeT CITY LIDS, UNDERGROUND STATION
LIDS LOCKER ROOM, UNDERGROUND STATION
CArBondALe JOURNEYS
kAnSAS
LAwrenCe LIDS, CLUBHOUSE
mAnHATTAn HAT wORLD, JOURNEYS
oLATHe JOURNEYS
gLen BurnIe LIDS, JOURNEYS
HAgerSTown HAT wORLD, LIDS, JOURNEYS,
JOHNSTON & MURPHY OUTLET
HAnover LIDS, JOURNEYS
SAnFord HAT SHACK, JOURNEYS
CHAmPAIgn LIDS, JOURNEYS
overLAnd PArk LIDS, JOHNSTON & MURPHY SHOP,
HYATTSvILLe LIDS, UNDERGROUND STATION
georgIA
ALBAnY LIDS, JOURNEYS
ALPHAreTTA HAT SHACK, LIDS, JOURNEYS
ATHenS HAT SHACK, JOURNEYS
ATLAnTA HAT SHACK (2), LIDS (3), JARMAN SHOE STORE,
JOHNSTON & MURPHY SHOP (2),
JOURNEYS (3), LIDS LOCKER ROOM (2),
UNDERGROUND STATION (3)
AuguSTA LIDS, JOURNEYS, HAT SHACK,
LIDS LOCKER ROOM, UNDERGROUND STATION
BrunSwICk JOURNEYS
BuFord HAT SHACK, JOURNEYS, JOURNEYS KIDZ
CenTervILLe JOURNEYS
CoLumBuS LIDS, JOURNEYS, UNDERGROUND STATION
CommerCe LIDS, JOURNEYS
dALTon JOURNEYS
dAwSonvILLe LIDS, JOURNEYS,
JOHNSTON & MURPHY OUTLET
SArASoTA LIDS, JOURNEYS, LIDS LOCKER ROOM
CHICAgo LIDS (4), JOURNEYS,
SunrISe LIDS, JOURNEYS
JOHNSTON & MURPHY SHOP (2),
TALLAHASSee HAT SHACK, HAT wORLD, LIDS,
UNDERGROUND STATION, CLUBHOUSE
JOURNEYS (2), LIDS LOCKER ROOM,
CHICAgo rIdge LIDS, JOURNEYS,
UNDERGROUND STATION
UNDERGROUND STATION
TAmPA HAT SHACK, LIDS (3), JOHNSTON &
evergreen PArk LIDS
MURPHY SHOP (2), JOURNEYS (4), JOURNEYS KIDZ,
FAIrvIew HeIgHTS LIDS, JOURNEYS,
LIDS LOCKER ROOM (3), UNDERGROUND STATION
JOURNEYS KIDZ, CLUBHOUSE
vero BeACH JOURNEYS
ForSYTH JOURNEYS
weLLIngTon JOURNEYS, LIDS, LIDS LOCKER ROOM
gurnee LIDS, JOURNEYS, SHI, LIDS LOCKER ROOM
JOURNEYS, CLUBHOUSE
SALInA JOURNEYS
ToPekA LIDS, JOURNEYS
wICHITA LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
kenTuCkY
ASHLAnd LIDS, JOURNEYS
BowLIng green LIDS, JOURNEYS
FLorenCe HAT wORLD, LIDS, JOURNEYS,
weST PALm BeACH JOURNEYS
joLIeT LIDS, JOURNEYS, UNDERGROUND STATION
JOURNEYS KIDZ
LInCoLnwood LIDS, UNDERGROUND STATION
ForT CAmPBeLL LIDS
LomBArd LIDS, JOURNEYS
mATTeSon HAT wORLD
moLIne HAT wORLD, JOURNEYS
norrIdge LIDS, JOURNEYS,
UNDERGROUND STATION
norTH rIverSIde LIDS, JOURNEYS,
UNDERGROUND STATION
LexIngTon HAT wORLD, LIDS, JOURNEYS,
JOURNEYS KIDZ, SHI, CLUBHOUSE
LouISvILLe LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS (2), JOURNEYS KIDZ,
UNDERGROUND STATION (2)
newPorT JOURNEYS
owenSBoro JOURNEYS
norTHBrook JOHNSTON & MURPHY SHOP
PAduCAH HAT wORLD, JOURNEYS
oCeAn CITY LIDS
queenSTown JOHNSTON & MURPHY OUTLET
SALISBurY HAT wORLD, JOURNEYS
TowSon JOURNEYS
wALdorF HAT wORLD, UNDERGROUND STATION
weSTmInSTer JOURNEYS
wHeATon HAT SHACK, LIDS, JOURNEYS,
UNDERGROUND STATION
mASSACHuSeTTS
AuBurn LIDS, JOURNEYS
BoSTon LIDS, JOHNSTON & MURPHY SHOP (2)
BrAInTree LIDS, JOURNEYS
BroCkTon LIDS, UNDERGROUND STATION
BurLIngTon LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
CAmBrIdge LIDS, JOURNEYS
CHeSTnuT HILL JOHNSTON & MURPHY SHOP
dArTmouTH LIDS, JOURNEYS
dedHAm JOHNSTON & MURPHY SHOP
eAST BoSTon JOHNSTON & MURPHY SHOP (2)
FoxBoro JOURNEYS
HAnover LIDS, JOURNEYS
oAkBrook JOHNSTON & MURPHY SHOP
orLAnd PArk LIDS (2), JOURNEYS,
JOURNEYS KIDZ
PeorIA LIDS, JOURNEYS, JOURNEYS KIDZ
roCkFord LIDS, JOURNEYS
SCHAumBurg LIDS, CLUBHOUSE,
JOHNSTON & MURPHY SHOP, JOURNEYS
SPrIngFIeLd LIDS, JOURNEYS
vernon HILLS LIDS, JOURNEYS
weST dundee LIDS, JOURNEYS
LouISIAnA
ALexAndrIA LIDS
BATon rouge LIDS (2), JOHNSTON & MURPHY SHOP,
HoLYoke LIDS (2), JOURNEYS, JOURNEYS KIDZ ,
JOURNEYS (2), JOURNEYS KIDZ,
SHI
UNDERGROUND STATION
HYAnnIS LIDS, JOURNEYS
BoSSIer CITY HAT wORLD, JOURNEYS,
kIngSTon LIDS, JOURNEYS
UNDERGROUND STATION
LAneSBoro JOURNEYS
gonzALeS LIDS
Lee JOHNSTON & MURPHY OUTLET
greTnA LIDS, JOURNEYS, UNDERGROUND STATION
LeomInSTer LIDS, JOURNEYS
HoumA JOURNEYS, LIDS LOCKER ROOM
mArLBoro LIDS, JOURNEYS
kenner HAT SHACK, JARMAN SHOE STORE,
nATICk LIDS (2), JOURNEYS,
deCATur LIDS, JARMAN SHOE STORE
dougLASvILLe HAT SHACK, JOURNEYS,
IndIAnA
JOURNEYS KIDZ
BLoomIngTon LIDS, JOURNEYS, JOURNEYS KIDZ
JOURNEYS, JOURNEYS KIDZ, LIDS LOCKER ROOM
JOHNSTON & MURPHY SHOP, SHI
duLuTH LIDS, JOURNEYS, LIDS LOCKER ROOM,
CLArkSvILLe HAT wORLD, JOURNEYS
LAFAYeTTe LIDS, JOURNEYS, JOURNEYS KIDZ, LIDS
norTH ATTLeBoro LIDS, JOURNEYS
UNDERGROUND STATION
edInBurgH LIDS
LOCKER ROOM
kenneSAw HAT SHACK, LIDS, JOURNEYS,
evAnSvILLe LIDS, JOURNEYS, JOURNEYS KIDZ
LAke CHArLeS LIDS, JOURNEYS,
JOURNEYS KIDZ, SHI, LIDS LOCKER ROOM
FT. wAYne HAT wORLD, LIDS, JOURNEYS,
UNDERGROUND STATION
PeABodY LIDS, JOURNEYS
SAuguS LIDS, JOURNEYS
SPrIngFIeLd JOURNEYS
LAwrenCevILLe JOURNEYS,
LITHonIA HAT SHACK, JOURNEYS,
greenwood LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
ROOM
JOURNEYS KIDZ, SHI
meTAIrIe JOHNSTON & MURPHY SHOP, LIDS LOCKER
SwAnSeA LIDS
UNDERGROUND STATION
IndIAnAPoLIS HAT wORLD (2), LIDS (2),
monroe LIDS, JOURNEYS, JOURNEYS KIDZ,
mACon HAT SHACK, LIDS, JOURNEYS (2),
JOHNSTON & MURPHY SHOP (3), JOURNEYS (2),
UNDERGROUND STATION
UNDERGROUND STATION
UNDERGROUND STATION (2), SHI
new orLeAnS LIDS LOCKER ROOM (2)
morrow LIDS (2),UNDERGROUND STATION
kokomo JOURNEYS
SHrevePorT JOURNEYS
rome LIDS, JOURNEYS
LAFAYeTTe HAT wORLD, JOURNEYS, JOURNEYS KIDZ
SLIdeLL JOURNEYS, LIDS LOCKER ROOM
SAvAnnAH LIDS (2), JOURNEYS, LIDS LOCKER ROOM,
merrILLvILLe LIDS, JOURNEYS, UNDERGROUND
UNDERGROUND STATION
unIon CITY UNDERGROUND STATION
vALdoSTA JOURNEYS
HAwAII
AIeA LIDS, JOURNEYS, JOURNEYS KIDZ
HILo LIDS, JOURNEYS
HonoLuLu LIDS (3), JOURNEYS, HAT SHACK
kAHuLuI LIDS, JOURNEYS
kAneoHe LIDS, JOURNEYS
LIHue LIDS
wAIkoLoA LIDS
IdAHo
BoISe JOURNEYS, JOURNEYS KIDZ
IdAHo FALLS JOURNEYS
TwIn FALLS JOURNEYS
ILLInoIS
AurorA LIDS (2), JOHNSTON & MURPHY OUTLET,
JOURNEYS (2), UNDERGROUND STATION
BLoomIngdALe HAT wORLD, JOURNEYS
STATION
mICHIgAn CITY LIDS
mISHAwAkA LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
munCIe LIDS, JOURNEYS
PLAInFIeLd LIDS, JOURNEYS
rICHmond JOURNEYS
Terre HAuTe LIDS, JOURNEYS
weST LAFAYeTTe CLUBHOUSE
IowA
AmeS JOURNEYS
mAIne
BAngor LIDS, JOURNEYS
FreePorT LIDS
kITTerY JOHNSTON & MURPHY OUTLET
SouTH PorTLAnd LIDS, JOURNEYS
mAnIToBA
wInnIPeg LIDS (2)
mArYLAnd
AnnAPoLIS LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS, JOURNEYS KIDZ
CedAr FALLS HAT wORLD, JOURNEYS
BALTImore HAT wORLD, LIDS (2),
CorALvILLe HAT wORLD, JOURNEYS
CounCIL BLuFFS JOURNEYS
dAvenPorT HAT wORLD, JOURNEYS
deS moIneS JOURNEYS (2)
SIoux CITY JOURNEYS
wATerLoo JOURNEYS
weST deS moIneS JOURNEYS (2)
wILLIAmSBurg LIDS LOCKER ROOM
JOHNSTON & MURPHY SHOP (2),
JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION
BeL AIr LIDS, JOURNEYS
BeTHeSdA LIDS, JOURNEYS
CoLumBIA LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
FrederICk HAT wORLD, JOURNEYS
gAITHerSBurg LIDS, JOURNEYS,
85
TAunTon LIDS, JOURNEYS
wrenTHAm LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
mICHIgAn
Ann ArBor LIDS, JOURNEYS
AuBurn HILLS LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS, JOURNEYS KIDZ, SHI
BATTLe Creek HAT wORLD, JOURNEYS
BIrCH run JOURNEYS
CLInTon TownSHIP SHI
deArBorn LIDS, JOURNEYS, UNDERGROUND STATION
FLInT LIDS, JOURNEYS, JOURNEYS KIDZ
ForT grATIoT JOURNEYS
grAnd rAPIdS LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
grAndvILLe HAT wORLD, JOURNEYS, SHI
green oAk TownSHIP JOURNEYS
HArPer woodS LIDS, UNDERGROUND STATION
HoweLL LIDS, JOURNEYS
jACkSon HAT wORLD
LAnSIng LIDS, JOURNEYS
LIvonIA JOHNSTON & MURPHY SHOP
mIdLAnd HAT wORLD, JOURNEYS
muSkegon LIDS, JOURNEYS
novI LIDS, JOHNSTON & MURPHY SHOP, JOURNEYS,
JOURNEYS KIDZ, SHI
okemoS HAT wORLD, JOURNEYS
Genesco inc. AND SUBSIDIARIES
G e n e s c o r e Ta i l s T o r e s A S O F 1 / 2 9 / 1 1
PorTAge LIDS, JOURNEYS
roSevILLe LIDS, UNDERGROUND STATION
SAgInAw HAT wORLD, JOURNEYS
SouTHFIeLd HAT ZONE, UNDERGROUND STATION
STerLIng HeIgHTS LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, UNDERGROUND STATION
TAYLor LIDS, JOURNEYS, UNDERGROUND STATION
TrAverSe CITY LIDS, JOURNEYS
monTAnA
BILLIngS LIDS, JOURNEYS
BozemAn LIDS
mISSouLA JOURNEYS
neBrASkA
LInCoLn LIDS, JOURNEYS
omAHA LIDS, JOURNEYS (2)
TroY LIDS, JOHNSTON & MURPHY SHOP, JOURNEYS (2),
nevAdA
BAY SHore LIDS, JOURNEYS, JOURNEYS KIDZ
HICkorY HAT SHACK, JOURNEYS, LIDS LOCKER ROOM
Bronx LIDS
jACkSonvILLe LIDS, JOURNEYS,
BrookLYn LIDS (2), JOURNEYS,
UNDERGROUND STATION
BuFFALo LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
CenTrAL vALLeY LIDS,
UNDERGROUND STATION
mooreSvILLe CLUBHOUSE
PInevILLe HAT SHACK, JOURNEYS, LIDS LOCKER ROOM
rALeIgH HAT SHACK, LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS (2), JOURNEYS KIDZ, SHI
JOHNSTON & MURPHY OUTLET
roCkY mounT LIDS, UNDERGROUND STATION
CLAY JOURNEYS
SmITHFIeLd JOURNEYS
HenderSon LIDS, JOURNEYS, JOURNEYS KIDZ
deer PArk LIDS, JOURNEYS, CLUBHOUSE
wILmIngTon LIDS, JOURNEYS, JOURNEYS KIDZ,
LAS vegAS LIDS (9), JOHNSTON & MURPHY OUTLET,
dewITT JOURNEYS
LIDS LOCKER ROOM
JOHNSTON & MURPHY SHOP, JOURNEYS (7),
eLmHurST LIDS (2), JOURNEYS,
wInSTon-SALem LIDS, JOURNEYS,
UNDERGROUND STATION
weSTLAnd LIDS, JOURNEYS,
UNDERGROUND STATION
mInneSoTA
ALBerTvILLe LIDS, JOURNEYS
BLAIne LIDS, JOURNEYS
JOURNEYS KIDZ
PrImm JOURNEYS
reno LIDS, JOURNEYS
BLoomIngTon LIDS (3), HATwORLD,
JOHNSTON & MURPHY SHOP, JOURNEYS,
LIDS LOCKER ROOM, SHI, UNDERGROUND STATION
BurnSvILLe LIDS, JOURNEYS, JOURNEYS KIDZ
new BrunSwICk
dIePPe LIDS
FrederICTon LIDS
ST. joHn LIDS
duLuTH LIDS, JOURNEYS
eden PrAIrIe JOURNEYS
mAnkATo JOURNEYS, LIDS
mAPLe grove JOURNEYS
mAPLewood JOURNEYS
mInneTonkA LIDS, JOURNEYS
roCHeSTer LIDS, JOURNEYS
new HAmPSHIre
ConCord LIDS, JOURNEYS
mAnCHeSTer LIDS, JOURNEYS
nASHuA LIDS, JOURNEYS
newIngTon LIDS, JOURNEYS
norTH ConwAY LIDS, JOURNEYS
roSevILLe HAT wORLD, JOURNEYS, SHI
SALem LIDS, JOURNEYS
UNDERGROUND STATION
FLuSHIng LIDS
gArden CITY LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS, CLUBHOUSE
greeCe JOURNEYS
HICkSvILLe LIDS, JOURNEYS
HorSeHeAdS LIDS, JOURNEYS
JOURNEYS KIDZ, SHI, LIDS LOCKER ROOM
norTH dAkoTA
BISmArCk LIDS, JOURNEYS
FArgo LIDS, JOURNEYS
grAnd ForkS LIDS, JOURNEYS
mInoT JOURNEYS
HunTIngTon STATIon JOHNSTON & MURPHY SHOP
novA SCoTIA
joHnSon CITY LIDS, JOURNEYS, JOURNEYS KIDZ
dArTmouTH LIDS
kIngSTon JOURNEYS
LAke grove LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
LAkewood LIDS
mASSAPequA LIDS, JOURNEYS, JOURNEYS KIDZ
mIddLeTown LIDS, JOURNEYS
new HArTFord LIDS, JOURNEYS
new York LIDS (9), JOHNSTON & MURPHY SHOP (2),
JOURNEYS (3), CLUBHOUSE (7)
ST. CLoud HAT wORLD, JOURNEYS
ST. PAuL LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS KIDZ, GREAT PLAINS
woodBurY JOURNEYS
mISSISSIPPI
new jerSeY
BrIdgewATer LIDS, JOHNSTON & MURPHY SHOP,
nIAgArA FALLS LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
JOURNEYS
BurLIngTon UNDERGROUND STATION
CHerrY HILL LIDS, JOHNSTON & MURPHY SHOP,
PLATTSBurgH LIDS, JOURNEYS
PougHkeePSIe LIDS, JOURNEYS
BILoxI HAT SHACK, JOURNEYS,
JOURNEYS, UNDERGROUND STATION
rIverHeAd LIDS, JOURNEYS,
UNDERGROUND STATION
greenvILLe JOURNEYS
guLFPorT LIDS
dePTFord LIDS, JOURNEYS, JOURNEYS KIDZ
eAST BrunSwICk LIDS, JOURNEYS
eATonTown LIDS, JOURNEYS, JOURNEYS KIDZ, SHI
HATTIeSBurg HAT SHACK, JOURNEYS,
edISon LIDS
JOURNEYS KIDZ
eLIzABeTH LIDS, JOURNEYS, JOURNEYS KIDZ
jACkSon HAT wORLD, UNDERGROUND STATION
FreeHoLd HAT wORLD, JOURNEYS
merIdIAn HAT SHACK, JOURNEYS
jACkSon JOURNEYS
JOHNSTON & MURPHY OUTLET
roCHeSTer LIDS (2), JOURNEYS,
UNDERGROUND STATION
roTTerdAm JOURNEYS
SArATogA SPrIngS HAT wORLD
STATen ISLAnd LIDS, JOURNEYS,
UNDERGROUND STATION
rIdgeLAnd HAT wORLD, JOURNEYS, JOURNEYS KIDZ,
jerSeY CITY LIDS, JOURNEYS, SHI
SYrACuSe LIDS, JOURNEYS, JOURNEYS KIDZ
LAwrenCevILLe LIDS, JOURNEYS,
vALLeY STreAm LIDS, JOURNEYS
UNDERGROUND STATION
LIvIngSTon LIDS, JOURNEYS
mArLTon JOHNSTON & MURPHY SHOP
vICTor LIDS, JOHNSTON & MURPHY SHOP, JOURNEYS
wATerLoo LIDS, JOURNEYS
wATerTown LIDS, JOURNEYS
mAYS LAndIng LIDS, JOURNEYS, JOURNEYS KIDZ
weST nYACk LIDS, JOURNEYS, SHI
mooreSTown LIDS, JOURNEYS
newArk JOHNSTON & MURPHY SHOP
wHITe PLAInS LIDS (2), JOURNEYS,
UNDERGROUND STATION
PArAmuS LIDS (3), JOURNEYS, JOURNEYS KIDZ,
YorkTown HeIgHTS JOURNEYS
LIDS LOCKER ROOM
SouTHAven JOURNEYS
TuPeLo LIDS, JOURNEYS
unIverSITY CLUBHOUSE
mISSourI
BrAnSon LIDS, JOURNEYS, CLUBHOUSE
CAPe gIrArdeAu LIDS, JOURNEYS
CHeSTerFIeLd LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS, JOURNEYS KIDZ, LIDS LOCKER ROOM
CoLumBIA LIDS, JOURNEYS, CLUBHOUSE
deS PereS JOURNEYS, JOURNEYS KIDZ, SHI
FLorISSAnT UNDERGROUND STATION
HAzeLwood LIDS, JOURNEYS, CLUBHOUSE
IndePendenCe LIDS, JOURNEYS,
JOURNEYS KIDZ, SHI, CLUBHOUSE
joPLIn HAT wORLD, JOURNEYS
kAnSAS CITY LIDS, JOURNEYS
oSAge BeACH LIDS, JOURNEYS,
JOHNSTON & MURPHY OUTLET
UNDERGROUND STATION, SHI
roCkAwAY LIDS, JOURNEYS, SHI
SHorT HILLS JOHNSTON & MURPHY SHOP
TInTon FALLS LIDS, JOHNSTON & MURPHY OUTLET
TomS rIver LIDS, JOURNEYS
wAYne LIDS, JOURNEYS, UNDERGROUND STATION
woodBrIdge LIDS (2), JOURNEYS,
JOURNEYS KIDZ, SHI
new mexICo
norTH CAroLInA
monroe LIDS, JOHNSTON & MURPHY OUTLET
ASHevILLe LIDS, JOURNEYS, UNDERGROUND STATION
nILeS JOURNEYS, HAT wORLD
BurLIngTon JOURNEYS
norTH oLmSTed LIDS, JOURNEYS
CArY HAT SHACK, LIDS, JOURNEYS
PArmA LIDS, JOURNEYS
CHArLoTTe LIDS (4), JOHNSTON & MURPHY SHOP (3),
rICHmond HeIgHTS UNDERGROUND STATION
JOURNEYS, LIDS LOCKER ROOM, CLUBHOUSE,
SAnduSkY LIDS, JOURNEYS
UNDERGROUND STATION
SPrIngFIeLd JOURNEYS
ConCord HAT SHACK, LIDS, JOURNEYS (2)
ST. CLAIrSvILLe HAT wORLD
durHAm LIDS (2), JOURNEYS, LIDS LOCKER ROOM,
STrongSvILLe LIDS, JOHNSTON & MURPHY SHOP,
ALBuquerque LIDS (2), JOURNEYS (2),
UNDERGROUND STATION
JOURNEYS, JOURNEYS KIDZ, SHI
JOURNEYS KIDZ (2), UNDERGROUND STATION (2), SHI
FAYeTTevILLe LIDS, JOURNEYS, JOURNEYS KIDZ,
ToLedo LIDS, JOURNEYS, SHI, UNDERGROUND STATION
SPrIngFIeLd LIDS, JOURNEYS, JOURNEYS KIDZ
CLovIS JOURNEYS
ST. joSePH LIDS, JOURNEYS
FArmIngTon JOURNEYS
ST. LouIS LIDS (3), JOHNSTON & MURPHY SHOP (2),
gALLuP JOURNEYS
JOURNEYS (2), JOURNEYS KIDZ, CLUBHOUSE (4),
LIDS LOCKER ROOM (2)
ST. PeTerS LIDS, JOURNEYS, JOURNEYS KIDZ, SHI,
LIDS LOCKER ROOM, CLUBHOUSE
LAS CruCeS JOURNEYS
SAnTA Fe JOURNEYS
new York
ALBAnY LIDS (3), JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION, SHI
AmHerST HAT wORLD, JOURNEYS
UNDERGROUND STATION
gASTonIA HAT wORLD, JOURNEYS,
LIDS LOCKER ROOM
goLdSBoro JOURNEYS
greenSBoro HAT SHACK, LIDS, JARMAN SHOE STORE,
JOHNSTON & MURPHY SHOP, JOURNEYS,
JOURNEYS KIDZ, LIDS LOCKER ROOM,
UNDERGROUND STATION
greenvILLe UNDERGROUND STATION
weSTLAke JOURNEYS
YoungSTown LIDS, JOURNEYS
zAneSvILLe HAT wORLD
okLAHomA
BArTLeSvILLe JOURNEYS
LAwTon LIDS, JOURNEYS
normAn LIDS, JOURNEYS
86
HALIFAx LIDS
oHIo
Akron LIDS (2), JOURNEYS (2)
AurorA JOURNEYS
BeACHwood JOHNSTON & MURPHY SHOP
BeAverCreek HAT wORLD, JOURNEYS (2),
JOURNEYS KIDZ
CAnTon LIDS, JOURNEYS, JOURNEYS KIDZ
CInCInnATI HAT wORLD, HAT ZONE, LIDS (2),
JOHNSTON & MURPHY SHOP,
JOURNEYS (4), JOURNEYS KIDZ,
UNDERGROUND STATION (2)
CLeveLAnd LIDS, JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION
CoLumBuS HAT wORLD, LIDS (3), JOHNSTON &
MURPHY SHOP, JOURNEYS (2), JOURNEYS KIDZ, SHI,
LIDS LOCKER ROOM, UNDERGROUND STATION
dAYTon LIDS (2), JOURNEYS, SHI
duBLIn HAT ZONE, JOURNEYS, JOURNEYS KIDZ, SHI
eLYrIA LIDS, JOURNEYS
FIndLAY JOURNEYS
HeATH JOURNEYS
jeFFerSonvILLe JOHNSTON & MURPHY OUTLET,
JOURNEYS
LAnCASTer HAT wORLD, JOURNEYS
LImA LIDS, JOURNEYS
mAnSFIeLd HAT wORLD, JOURNEYS
mAumee JOURNEYS
menTor LIDS, JOURNEYS
G e n e s c o r e Ta i l s T o r e s A S O F 1 / 2 9 / 1 1
Genesco inc. AND SUBSIDIARIES
okLAHomA CITY HAT wORLD (2), LIDS,
PITTSBurgH HAT wORLD, LIDS (3), JOHNSTON &
SPArTAnBurg LIDS, JOURNEYS,
HumBLe LIDS, JOURNEYS, JOURNEYS KIDZ, SHI,
JOURNEYS (3), JOURNEYS KIDZ (2)
MURPHY SHOP (3), JOURNEYS (3), JOURNEYS KIDZ
UNDERGROUND STATION
LIDS LOCKER ROOM, UNDERGROUND STATION
SHAwnee JOURNEYS
PLYmouTH meeTIng JOURNEYS
TuLSA LIDS (2), JOURNEYS (2), JOURNEYS KIDZ,
PoTTSTown JOHNSTON & MURPHY OUTLET, LIDS
UNDERGROUND STATION, LIDS LOCKER ROOM
SCrAnTon LIDS (2), JOURNEYS
SouTH dAkoTA
rAPId CITY LIDS, JOURNEYS
SIoux FALLS HAT wORLD, JOURNEYS
HurST LIDS, JOURNEYS
IrvIng LIDS, JOURNEYS, JOURNEYS KIDZ,
UNDERGROUND STATION
kATY LIDS, JOURNEYS
onTArIo
BArrIe CAP CONNECTION
BeLLevILLe LIDS
BrAmPTon LIDS
BrAnTFord LIDS
BurLIngTon LIDS, JOURNEYS
CAmBrIdge HEAD QUARTERS
gueLPH LIDS
HAmILTon HEAD QUARTERS, LIDS
kIngSTon LIDS
kITCHner LIDS
London LIDS (2)
mISSISSAugA LIDS (2), HEAD QUARTERS, JOURNEYS
newmArkeT HEAD QUARTERS
nIAgArA FALLS LIDS
norTH BAY CAP CONNECTION
oSHAwA LIDS
oTTAwA LIDS (3)
SeLInSgrove HAT wORLD
SPrIngFIeLd LIDS, JOURNEYS
TenneSSee
kILLeen HAT wORLD, JOURNEYS, JOURNEYS KIDZ
STATe CoLLege HAT wORLD, JOURNEYS
AnTIoCH LIDS, JOURNEYS, JOURNEYS KIDZ,
LAke jACkSon LIDS, JOURNEYS
STroudSBurg JOURNEYS
UNDERGROUND STATION
LAredo LIDS, JOURNEYS, JOURNEYS KIDZ,
TAnnerSvILLe LIDS, JOHNSTON & MURPHY OUTLET,
BArTLeTT LIDS
UNDERGROUND STATION
JOURNEYS
TArenTum LIDS, JOURNEYS
unIonTown HAT wORLD
CHATTAnoogA LIDS (2), JOURNEYS, JOURNEYS KIDZ
LewISvILLe JOURNEYS, JOURNEYS KIDZ
CLArkSvILLe HAT wORLD, JOURNEYS
LongvIew LIDS, JOURNEYS
CoLLIervILLe LIDS, JOURNEYS
LuBBoCk HAT wORLD, JOURNEYS, JOURNEYS KIDZ,
wASHIngTon HAT wORLD, LIDS, JOURNEYS
FrAnkLIn HAT wORLD, JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION
weST mIFFLIn LIDS, JOURNEYS, JOURNEYS KIDZ
JOURNEYS, JOURNEYS KIDZ, SHI
LuFkIn JOURNEYS
wHITeHALL LIDS, JOURNEYS
gATLInBurg LIDS
mCALLen LIDS, JARMAN SHOE STORE, JOURNEYS,
wILkeS-BArre HAT wORLD, JOURNEYS
goodLeTTSvILLe LIDS, JOURNEYS,
JOURNEYS KIDZ, UNDERGROUND STATION
wILLow grove HAT wORLD, JOURNEYS, SHI
UNDERGROUND STATION
merCedeS LIDS, JOURNEYS,
wYomISSIng LIDS, JOURNEYS
jACkSon HAT wORLD, JOURNEYS
JOHNSTON & MURPHY OUTLET
York JOURNEYS
joHnSon CITY LIDS, JOURNEYS
meSquITe LIDS (2), JOURNEYS, JOURNEYS KIDZ,
knoxvILLe HAT wORLD, LIDS, JOURNEYS (3)
UNDERGROUND STATION
memPHIS JOHNSTON & MURPHY SHOP,
mIdLAnd LIDS, JOURNEYS, JOURNEYS KIDZ
JOURNEYS (2), JOURNEYS KIDZ,
UNDERGROUND STATION
morrISTown JOURNEYS
murFreeSBoro HAT wORLD, LIDS, JOURNEYS
nASHvILLe JOHNSTON & MURPHY OUTLET,
JOHNSTON & MURPHY SHOP (2)
SevIervILLe LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
TexAS
ABILene HAT wORLD, JOURNEYS
AmArILLo LIDS, JOURNEYS, JOURNEYS KIDZ
ArLIngTon LIDS (2), JOURNEYS, JOURNEYS KIDZ,
odeSSA LIDS, JOURNEYS
PASAdenA JOURNEYS
PeArLAnd LIDS, JOURNEYS
PLAno LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS
PorT ArTHur JOURNEYS
round roCk LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
SAn AngeLo HAT wORLD, JOURNEYS
SAn AnTonIo LIDS (6), JARMAN SHOE STORE,
JOHNSTON & MURPHY SHOP (2), JOURNEYS (6),
JOURNEYS KIDZ (2), UNDERGROUND STATION (2),
SHI, LIDS LOCKER ROOM
SHI, UNDERGROUND STATION, LIDS LOCKER ROOM
SAn mArCoS LIDS, JOHNSTON & MURPHY OUTLET,
AuSTIn LIDS (3), JOHNSTON & MURPHY SHOP,
JOURNEYS (2), UNDERGROUND STATION,
CLUBHOUSE
BAYTown JOURNEYS
JOURNEYS, JOURNEYS KIDZ, SHI,
LIDS LOCKER ROOM
SHermAn JOURNEYS
SPrIng LIDS
BeAumonT LIDS, JOURNEYS, JOURNEYS KIDZ,
SugArLAnd LIDS, JOURNEYS, JOURNEYS KIDZ
UNDERGROUND STATION
TemPLe JOURNEYS
PuerTo rICo
AguAdILLA JOURNEYS
BArCeLoneTA LIDS, JOURNEYS
PeTerBorougH LIDS
BAYAmon LIDS, JOURNEYS (2), JOURNEYS KIDZ
PICkerIng LIDS
SArnIA LIDS
CAguAS LIDS (3), JOURNEYS (2), JOURNEYS KIDZ, SHI
CAnovAnAS LIDS, JOURNEYS
SCArBorougH HEAD QUARTERS
CAroLInA LIDS, JOURNEYS,
ST. CATHArIneS LIDS
SudBurY LIDS
THornHILL LIDS
UNDERGROUND STATION, SHI
FAjArdo JOURNEYS
guAYAmA JOURNEYS
ToronTo HEAD QUARTERS, LIDS (6), JOURNEYS
HATILLo LIDS, JOURNEYS
vAugHn HEAD QUARTERS
HATo reY JOURNEYS
wATerLoo LIDS
HumACAo LIDS, JOURNEYS
wIndSor HEAD QUARTERS
ISABeLA JOURNEYS
mAYAguez LIDS, JOURNEYS (2), JOURNEYS KIDZ
PonCe LIDS, JOURNEYS
SAn juAn LIDS, JOURNEYS KIDZ
SIerrA BAYAmon JOURNEYS
vegA ALTA LIDS, JOURNEYS
queBeC
CHICouTImI LIDS
oregon
eugene LIDS, JOURNEYS
medFord HAT wORLD, JOURNEYS
PorTLAnd LIDS (2), JOURNEYS (2)
SALem LIDS (2), JOURNEYS
TIgArd LIDS, JOURNEYS
woodBurn LIDS, JOURNEYS
PennSYLvAnIA
ALToonA LIDS, JOURNEYS
BenSALem LIDS, JOURNEYS
CAmP HILL HAT wORLD, JOURNEYS
CenTer vALLeY LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
dICkSon CITY JOURNEYS
erIe LIDS, JOURNEYS
FAIrvIew PoInTe-CLAIre LIDS, LOCKER ROOM
BrownSvILLe LIDS, JOURNEYS, JOURNEYS KIDZ,
TexArkAnA LIDS, JOURNEYS
LASALLe LIDS
LAvAL LIDS
monTreAL LIDS
queBeC CITY LIDS
SHerBrooke LIDS
UNDERGROUND STATION
THe woodLAndS JOURNEYS, JOURNEYS KIDZ
CAnuTILLo JOHNSTON & MURPHY OUTLET, JOURNEYS
TYLer LIDS, JOURNEYS, UNDERGROUND STATION
CedAr PArk HAT wORLD, JOURNEYS,
JOURNEYS KIDZ
vICTorIA JOURNEYS
wACo LIDS, JOURNEYS
CoLLege STATIon HAT wORLD, JOURNEYS
wICHITA FALLS LIDS, JOURNEYS
SAInT-Bruno-de-monTArvILLe
Conroe LIDS
LIDS LOCKER ROOM
CorPuS CHrISTI LIDS, JOURNEYS, JOURNEYS KIDZ,
u.S. vIrgIn ISLAndS
ST. THomAS JOURNEYS
SHI
CYPreSS JOHNSTON & MURPHY OUTLET, LIDS
dALLAS HAT wORLD, LIDS (2),
JOHNSTON & MURPHY SHOP (3), JOURNEYS (3),
uTAH
LAYTon JOURNEYS
LogAn JOURNEYS
AnderSon HAT wORLD, JOURNEYS
JOURNEYS KIDZ, UNDERGROUND STATION (2)
murrAY LIDS, JOURNEYS, JOURNEYS KIDZ
BLuFFTon JOHNSTON & MURPHY OUTLET,
JOURNEYS
denTon HAT wORLD, JOURNEYS
eAgLe PASS JOURNEYS
ogden LIDS, JOURNEYS
orem LIDS, JOURNEYS, JOURNEYS KIDZ
CHArLeSTon HAT SHACK, HAT wORLD, LIDS,
eL PASo HAT ZONE (2), JOURNEYS (3),
PArk CITY JOURNEYS, LIDS LOCKER ROOM
exTon LIDS, JOURNEYS, JOURNEYS KIDZ
rHode ISLAnd
greenSBurg HAT wORLD, JOURNEYS
ProvIdenCe LIDS, JOURNEYS
SouTH CAroLInA
grove CITY JOHNSTON & MURPHY OUTLET,
JOURNEYS, LIDS
HArrISBurg LIDS, JOURNEYS (2)
HomeSTeAd JOURNEYS
joHnSTown LIDS
kIng oF PruSSIA LIDS, JOHNSTON & MURPHY
SHOP, JOURNEYS, JOURNEYS KIDZ
JOURNEYS
LAnCASTer LIDS (2), JOHNSTON & MURPHY OUTLET,
CoLumBIA HAT wORLD (2), LIDS, JOURNEYS (3),
JOURNEYS KIDZ (2), SHI
Provo JOURNEYS
ForT worTH HAT wORLD, LIDS, JOURNEYS (2),
SALT LAke CITY LIDS, JOURNEYS
JOURNEYS
LIDS LOCKER ROOM, UNDERGROUND STATION
UNDERGROUND STATION
SAndY JOURNEYS, JOURNEYS KIDZ, SHI
LAngHorne LIDS, JOURNEYS, JOURNEYS KIDZ
FLorenCe HAT wORLD, JOURNEYS
medIA LIDS, JOURNEYS, UNDERGROUND STATION
gAFFneY JOURNEYS
FrIendSwood LIDS, JOURNEYS,
ST. george JOURNEYS
JOURNEYS KIDZ, SHI
weST vALLeY CITY JOURNEYS
monACA HAT wORLD, JOURNEYS
monroevILLe LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
mooSIC JOURNEYS
greenvILLe LIDS (2), JARMAN SHOE STORE,
FrISCo HAT wORLD, JOURNEYS, JOURNEYS KIDZ, SHI
JOURNEYS, JOURNEYS KIDZ,LIDS LOCKER ROOM
gArLAnd JOURNEYS
mYrTLe BeACH LIDS (4), JOHNSTON & MURPHY OUTLET,
grAPevIne LIDS, JOURNEYS, JOURNEYS KIDZ
JOURNEYS, LIDS LOCKER ROOM
HArLIngen JOURNEYS
norTH wALeS LIDS, JOURNEYS, JOURNEYS KIDZ
norTH CHArLeSTon JOURNEYS (2),
PHILAdeLPHIA LIDS (4), JOHNSTON & MURPHY SHOP,
UNDERGROUND STATION
HouSTon LIDS (8), JOHNSTON & MURPHY SHOP (2),
JOURNEYS (8), JOURNEYS KIDZ (2),
UNDERGROUND STATION (2)
norTH mYrTLe BeACH LIDS
LIDS LOCKER ROOM (2), UNDERGROUND STATION (5)
vermonT
BurLIngTon JOURNEYS
mAnCHeSTer JOHNSTON & MURPHY OUTLET
SouTH BurLIngTon LIDS, JOURNEYS
87
Genesco inc. AND SUBSIDIARIES
G e n e s c o r e Ta i l s T o r e s A S O F 1 / 2 9 / 1 1
vIrgInIA
gLendALe LIDS, JOURNEYS,
ArLIngTon HAT ZONE, JOHNSTON & MURPHY SHOP,
JOHNSTON & MURPHY SHOP
JOURNEYS, UNDERGROUND STATION
CHArLoTTeSvILLe HAT wORLD, JOURNEYS
CHeSAPeAke HAT wORLD (2), JOURNEYS (2)
CHrISTIAnSBurg HAT wORLD, JOURNEYS
CoLonIAL HeIgHTS HAT wORLD,
UNDERGROUND STATION
dAnvILLe HAT SHACK, JOURNEYS
duLLeS LIDS, JOURNEYS
green BAY LIDS, JOURNEYS
greendALe LIDS, JOURNEYS
jAneSvILLe LIDS, JOURNEYS
LACroSSe JOURNEYS
mAdISon LIDS (3), JOURNEYS (2)
mILwAukee LIDS, UNDERGROUND STATION
oSHkoSH JOURNEYS
PLeASAnT PrAIrIe JOHNSTON & MURPHY OUTLET,
FAIrFAx LIDS, JOHNSTON & MURPHY SHOP,
JOURNEYS
JOURNEYS
rACIne LIDS, JOURNEYS
FrederICkSBurg HAT wORLD, JOURNEYS
wAuwAToSA HAT wORLD, JOURNEYS
wYomIng
CASPer JOURNEYS
CHeYenne JOURNEYS
gLen ALLen LIDS, JOURNEYS
HAmPTon JOURNEYS
HArrISonBurg LIDS, JOURNEYS
LeeSBurg JOHNSTON & MURPHY OUTLET
LYnCHBurg HAT wORLD, JOURNEYS
mAnASSAS LIDS, JOURNEYS
mCLeAn LIDS, JOHNSTON & MURPHY SHOP, JOURNEYS
newPorT newS HAT wORLD, JOURNEYS,
UNDERGROUND STATION
norFoLk LIDS (2), JOHNSTON & MURPHY SHOP,
JOURNEYS, UNDERGROUND STATION (2)
rICHmond HAT wORLD, LIDS, JOURNEYS (3),
JOHNSTON & MURPHY SHOP
roAnoke LIDS, JOURNEYS
SPrIngFIeLd JOURNEYS
vIrgInIA BeACH LIDS (2), JOURNEYS (2),
JOHNSTON & MURPHY SHOP
wILLIAmSBurg LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS (2)
wInCHeSTer LIDS, JOURNEYS
woodBrIdge LIDS, JOURNEYS
wASHIngTon
AuBurn JOURNEYS
BeLLevue LIDS, JOHNSTON & MURPHY SHOP
BeLLIngHAm LIDS, JOURNEYS
BurLIngTon JOURNEYS
evereTT JOURNEYS
kennewICk LIDS, JOURNEYS, JOURNEYS KIDZ
kenT JOURNEYS
LYnnwood LIDS, JOURNEYS
oLYmPIA LIDS, JOURNEYS, JOURNEYS KIDZ
PuYALLuP LIDS, JOURNEYS
redmond JOURNEYS
SeATTLe LIDS, JOURNEYS (2), JOURNEYS KIDZ,
CLUBHOUSE
SILverdALe LIDS, JOURNEYS
SPokAne LIDS, JOURNEYS (2)
TAComA LIDS, JOURNEYS
TukwILA LIDS
TuLALIP LIDS, JOHNSTON & MURPHY OUTLET,
JOURNEYS
unIon gAP JOURNEYS
vAnCouver LIDS, JOURNEYS, JOURNEYS KIDZ
weST vIrgInIA
BArBourSvILLe HAT wORLD, JOURNEYS,
JOURNEYS KIDZ
BrIdgePorT HAT wORLD, JOURNEYS
CHArLeSTon LIDS, JOURNEYS, JOURNEYS KIDZ
morgAnTown HAT wORLD, JOURNEYS
PArkerSBurg HAT wORLD, JOURNEYS
wISConSIn
APPLeTon LIDS, JOURNEYS
BArABoo LIDS, JOURNEYS
BrookFIeLd LIDS, JOURNEYS, CLUBHOUSE
eAu CLAIre JOURNEYS
88