UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

GENESCO INC.

(Exact Name of Registrant as Specified in Charter)

Tennessee		1-3083		62-0211340
(State or Other		(Commission		(I.R.S. Employer
Jurisdiction of		File Number)		Identification No.)
Incorporation)

1415 Murfreesboro Road
Nashville, Tennessee		37217-2895
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

		o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
		o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
		o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
		o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 28, 2008, Genesco Inc. issued a press release announcing its second quarter earnings and other results of operations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

     The following exhibit is furnished herewith:

Exhibit Number		Description
99.1		Press Release, dated August 28, 2008, issued by Genesco Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

No.		Exhibit
99.1		Press Release dated August 28, 2008

Exhibit 99.1

Financial Contact: James S. Gulmi (615) 367-8325
Media Contact: Claire S. McCall (615) 367-8283

GENESCO REPORTS SECOND QUARTER FISCAL 2009 RESULTS
—Pre-Tax Earnings From Continuing Operations Rise —
- -— Full-Year Outlook Raised —

NASHVILLE, Tenn., Aug. 28, 2008 -Genesco Inc. (NYSE: GCO) reported a loss from continuing operations of $4.9 million, or $0.27 per diluted share, for the second quarter ended August 2, 2008. These results reflect $6.4 million, or $0.36 per diluted share, of income tax liability primarily related to an increase in the value of stock received in the settlement of litigation with The Finish Line Inc. that could not be recognized as income for accounting purposes. Earnings before income taxes from continuing operations for the quarter were $2.5 million, including fixed asset impairments, store-closing costs and litigation settlement expenses totaling $3.6 million pre-tax, or $0.09 per diluted share. In the second quarter last year, the Company reported a loss from continuing operations of $2.9 million, or $0.13 per diluted share. Last year’s results reflected a loss before income taxes from continuing operations of $5.6 million, including charges of $5.5 million, or $0.13 per diluted share, primarily consisting of merger-related expenses, fixed asset impairments and store closing costs.

     Adjusting for the listed items in both periods, earnings from continuing operations were $3.6 million, or $0.18 per diluted share, in the second quarter this year, compared to breakeven earnings and earnings per share in the same period last year. Because of the magnitude of the income tax effect of the settlement shares and for consistency with first quarter disclosures and with the Company’s previously announced earnings expectations, which excluded the listed items, the Company believes the disclosure of adjusted earnings before discontinued operations on this basis will be useful to investors. A reconciliation of the adjusted financial measures to their corresponding measures as reported pursuant to U.S. Generally Accepted Accounting Principles is included on Schedule B to this press release.

     As part of its March 2008 litigation settlement with The Finish Line, the Company received shares of Finish Line common stock, which it agreed to distribute to the Company’s shareholders. The shares appreciated in value by approximately $23 million before the distribution occurred. Because of differences between U.S. Generally Accepted Accounting Principles and the tax law in their respective treatment of this appreciation, the Company recorded a tax liability on the appreciation, which could not be recognized as income for accounting purposes. Consequently, the Company’s effective tax rate for the second quarter of Fiscal 2009 was 295%, compared to 47% for the same quarter last year.

     The Company also recorded an after-tax charge of $5.4 million, or $0.29 per share, to discontinued operations for an environmental liability relating to settlement negotiations with the

Environmental Protection Agency concerning the site of a factory in New York, which the Company operated in the late 1960s.

     Net sales for the second quarter of fiscal 2009 increased by 8% to $353 million, compared to net sales for the second quarter of the previous year of $328 million. Comparable store sales for the Company increased 4%.

     Genesco President and Chief Executive Officer Robert J. Dennis said, “Our solid second quarter operating results reflect the ongoing success of our merchandising strategies and excellent execution across the board from our team. Given our positive momentum, strong positioning in the marketplace and easier comparisons, which continue through the second half of the year, we are optimistic about our prospects for the balance of the year, although we remain mindful of the uncertain economic environment. Accordingly, we have modestly raised our expectations for the balance of the year.”

Second Quarter Business Unit Performance

     “Net sales in the Journeys Group grew 9% from the prior year period to $161 million. Same store sales for the Journeys Group were up 2% for the quarter and same store sales in the Journeys stores were up 2%, compared to a 7% decline last year. Footwear unit comps in Journeys rose 2% and average selling price increased 2% in the quarter. The solid results were driven by continued strength in Journeys’ skate business, modestly offset by weakness in women’s casual footwear.

     “Net sales in the Hat World Group increased 13% from the prior year period to approximately $102 million and same store sales increased 7% in the second quarter, with urban stores up 9% and non-urban stores up 6%. Core and fashion Major League Baseball performed well and action brands were also very strong. Hat World once again generated meaningful operating margin expansion in the quarter.

     “Net sales for the Underground Station Group, which includes the remaining Jarman stores, were $24 million for the second quarter. Same store sales increased 9% from the prior year period and footwear unit comps rose 13%, reflecting Underground Station’s continued progress with its new merchandising strategies. In addition, operating margin improved once again, reflecting increased leverage from the strong comparable sales increase.

     “Johnston & Murphy Group’s net sales were approximately $44 million, with wholesale sales down 9% from the prior year period and same store sales for the Johnston & Murphy shops declined 3% from the prior year period. Johnston & Murphy’s results reflect a challenging economic environment and a difficult comparison from the previous year. The brand remains strong, and management will continue to focus on driving dollars per transaction and carefully managing inventories and controlling expenses.

     “Second quarter sales of Licensed Brands increased 16% from the prior year period to approximately $22 million. The Dockers^® Footwear business remains solid across all of its channels of distribution, with particular strength in the specialty shoe retail chains.”

Fiscal 2009 Outlook

     The Company said it has raised its previously announced earnings per share outlook for the current fiscal year. The Company now expects earnings per share in the range of $2.15 to $2.20 for the full fiscal year (excluding merger-related expenses, asset impairment charges, and other items reflected on Schedule C to this announcement).

Cautionary Note Concerning Forward-Looking Statements

     This release contains forward-looking statements, including those regarding the performance outlook for the Company and its individual businesses, and all other statements not addressing solely historical facts or present conditions. Actual results could vary materially from the expectations reflected in these statements. A number of factors could cause differences. These include adjustments to estimates reflected in forward-looking statements and post closing adjustments to financial information reported, including the income tax liability related to the Finish Line shares, continuing weakness in the consumer economy, fashion trends that affect the sales or product margins of the Company’s retail product offerings, changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons, changes in buying patterns by significant wholesale customers, bankruptcies or deterioration in financial condition of significant wholesale customers, disruptions in product supply or distribution, further unfavorable trends in fuel costs, foreign exchange rates, foreign labor and materials costs, and other factors affecting the cost of products, and competition in the Company’s markets. Additional factors that could affect the Company’s prospects and cause differences from expectations include the ability to open, staff and support additional retail stores on schedule and at acceptable expense levels and to renew leases in existing stores on schedule and at acceptable expense levels, the ability to negotiate acceptable lease terminations and otherwise to execute the previously announced store closing plans on schedule and at expected expense levels, unexpected changes to the market for our shares, the impact of any future stock repurchases, variations from expected pension-related charges caused by conditions in the financial markets, and the outcome of litigation, investigations and environmental matters involving the Company, including but not limited to the outcome of the negotiations with the Environmental Protection Agency noted in this announcement. Additional factors are cited in the “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of, and elsewhere, in our SEC filings, copies of which may be obtained from the SEC website, www.sec.gov, or by contacting the investor relations department of Genesco via our website, www.genesco.com. Many of the factors that will determine the outcome of the subject matter of this release are beyond Genesco’s ability to control or predict. Genesco undertakes no obligation to release publicly the results of any revisions to these forward looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements.

Conference Call

     The Company’s live conference call on August 28, 2008, at 7:30 a.m. (Central time) may be accessed through the Company’s internet website, www.genesco.com. To listen live, please go to the website at least 15 minutes early to register, download and install any necessary software.

About Genesco Inc.

     Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear and accessories in more than 2,200 retail stores in the United States and Canada, principally under the names Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy, Underground Station, Hatworld, Lids, Hat Shack, Hat Zone, Head Quarters and Cap Connection, 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. The Company also sells footwear at wholesale under its Johnston & Murphy brand and under the licensed Dockers brand. Additional information on Genesco and its operating divisions may be accessed at its website www.genesco.com.

GENESCO INC.

Consolidated Earnings Summary

		Three Months Ended								Six Months Ended
		August 2,				August 4,				August 2,				August 4,
In Thousands		2008				2007				2008				2007
Net sales		$	353,138			$	327,977			$	710,073			$	662,628
Cost of sales			171,814				164,358				347,354				327,165
Selling and administrative expenses			173,420				166,059				353,466				325,132
Restructuring and other, net			3,261				158				(198,577	)			6,753
Earnings (loss) from operations			4,643				(2,598	)			207,830				3,578
Interest expense, net			2,114				3,000				4,317				5,402
Earnings (loss) before income taxes from continuing operations			2,529				(5,598	)			203,513				(1,824	)
Income tax expense (benefit)			7,458				(2,658	)			78,550				(1,087	)
Earnings (loss) from continuing operations			(4,929	)			(2,940	)			124,963				(737	)
Provision for discontinued operations			(5,361	)			(1,225	)			(5,454	)			(1,225	)
Net Earnings (Loss)		$	(10,290	)		$	(4,165	)		$	119,509			$	(1,962	)

Earnings Per Share Information

		Three Months Ended								Six Months Ended
		August 2,				August 4,				August 2,				August 4,
In Thousands (except per share amounts)		2008				2007				2008				2007
Preferred dividend requirements		$	50			$	54			$	99			$	118
Average common shares — Basic EPS			18,513				22,415				19,782				22,403
Basic earnings (loss) per share:
Before discontinued operations			($0.27	)			($0.13	)		$	6.31				($0.04	)
Net earnings (loss)			($0.56	)			($0.19	)		$	6.04				($0.09	)
Average common and common equivalent shares — Diluted EPS			18,513				22,415				24,508				22,403
Diluted earnings (loss) per share:
Before discontinued operations			($0.27	)			($0.13	)		$	5.15				($0.04	)
Net earnings (loss)			($0.56	)			($0.19	)		$	4.93				($0.09	)

GENESCO INC.

Consolidated Earnings Summary

		Three Months Ended								Six Months Ended
		August 2,				August 4,				August 2,				August 4,
In Thousands		2008				2007				2008				2007
Sales:
Journeys Group		$	160,960			$	148,091			$	329,722			$	304,012
Underground Station Group			23,597				24,520				52,601				54,330
Hat World Group			102,169				90,460				189,906				169,304
Johnston & Murphy Group			44,014				45,657				90,585				91,951
Licensed Brands			22,145				19,059				46,893				42,588
Corporate and Other			253				190				366				443
Net Sales		$	353,138			$	327,977			$	710,073			$	662,628
Operating Income (Loss):
Journeys Group		$	2,388			$	983			$	7,686			$	11,800
Underground Station Group			(3,038	)			(4,893	)			(4,019	)			(7,061	)
Hat World Group			11,454				7,418				15,179				10,070
Johnston & Murphy Group			2,994				3,612				6,677				8,082
Licensed Brands			2,091				2,148				5,646				5,174
Corporate and Other*			(11,246	)			(11,866	)			176,661				(24,487	)
Earnings (loss) from operations			4,643				(2,598	)			207,830				3,578
Interest, net			2,114				3,000				4,317				5,402
Earnings (loss) before income taxes from continuing operations			2,529				(5,598	)			203,513				(1,824	)
Income tax expense (benefit)			7,458				(2,658	)			78,550				(1,087	)
Earnings (loss) from continuing operations			(4,929	)			(2,940	)			124,963				(737	)
Provision for discontinued operations			(5,361	)			(1,225	)			(5,454	)			(1,225	)
Net Earnings (Loss)		$	(10,290	)		$	(4,165	)		$	119,509			$	(1,962	)

GENESCO INC.

Consolidated Balance Sheet

		August 2,				August 4,
In Thousands		2008				2007
Assets
Cash and cash equivalents		$	24,283			$	22,129
Accounts receivable			23,015				22,154
Inventories			327,986				347,574
Other current assets			41,199				54,610
Total current assets			416,483				446,467
Property and equipment			249,067				236,154
Other non-current assets			172,669				171,948
Total Assets		$	838,219			$	854,569
Liabilities and Shareholders’ Equity
Accounts payable		$	133,806			$	119,727
Other current liabilities			85,995				56,374
Total current liabilities			219,801				176,101
Long-term debt			106,220				188,220
Other long-term liabilities			86,977				86,271
Shareholders’ equity			425,221				403,977
Total Liabilities and Shareholders’ Equity		$	838,219			$	854,569

GENESCO INC.

Retail Units Operated — Six Months Ended August 2, 2008

		Balance																Balance																Balance
		02/03/07				Open				Conv				Close				02/02/08				Open				Conv				Close				08/02/08
Journeys Group			853				118				0				4				967				28				0				2				993
Journeys			768				41				0				4				805				10				0				2				813
Journeys Kidz			73				42				0				0				115				13				0				0				128
Shi by Journeys			12				35				0				0				47				5				0				0				52
Underground Station Group			223				2				0				33				192				0				0				7				185
Hat World Group			785				98				0				21				862				16				0				9				869
Johnston & Murphy Group			148				11				0				5				154				3				0				2				155
Shops			109				8				0				4				113				1				0				2				112
Factory Outlets			39				3				0				1				41				2				0				0				43
Total Retail Units			2,009				229				0				63				2,175				47				0				20				2,202

Retail Units Operated — Three Months Ended August 2, 2008

		Balance																Balance
		05/03/08				Open				Conv				Close				08/02/08
Journeys Group			985				10				0				2				993
Journeys			812				3				0				2				813
Journeys Kidz			123				5				0				0				128
Shi by Journeys			50				2				0				0				52
Underground Station Group			190				0				0				5				185
Hat World Group			868				5				0				4				869
Johnston & Murphy Group			156				0				0				1				155
Shops			113				0				0				1				112
Factory Outlets			43				0				0				0				43
Total Retail Units			2,199				15				0				12				2,202

Constant Store Sales

		Three Months Ended								Six Months Ended
		August 2,				August 4,				August 2,				August 4,
		2008				2007				2008				2007
Journeys Group			2	%			-7	%			1	%			-2	%
Underground Station Group			9	%			-23	%			9	%			-22	%
Hat World Group			7	%			-2	%			5	%			-3	%
Johnston & Murphy Group			-4	%			5	%			-3	%			4	%
Shops			-3	%			5	%			-2	%			4	%
Factory Outlets			-7	%			6	%			-5	%			6	%
Total Constant Store Sales			4	%			-6	%			3	%			-4	%

Schedule B

Genesco Inc.
Adjustments to Reported Loss from Continuing Operations
Three Months Ended August 2, 2008 and August 4, 2007

		3 mos				Impact				3 mos				Impact
In thousands (except per share amounts)		Aug 2,2008				on EPS				Aug 4, 2007				on EPS
Loss from continuing operations, as reported			(4,929	)		$	(0.27	)			(2,940	)		$	(0.13	)
Adjustments: (1)
Merger-related expenses			202				0.01				2,878				0.13
Impairment & lease termination charges			1,780				0.07				83				0.00
Other legal matters			190				0.01				—				—
Impact of higher effective tax rate (2)			6,366				0.36				—				—
Adjusted earnings from continuing operations (3)			3,609			$	0.18				21			$	0.00

The Company believes that disclosure of earnings and earnings per share from continuing operations on a pro forma basis adjusted for the items not reflected in the previously announced expectations will be meaningful to investors, in light of the impact of a higher effective tax rate and other items not reflected in those expectations.

Schedule C

Genesco Inc.
Adjustments to Forecasted Earnings from Continuing Operations
Fiscal Year Ending January 31, 2009

		High Guidance								Low Guidance
In Thousands (except per share amounts)		Fiscal 2009								Fiscal 2009
Forecasted earnings from continuing operations			164,905			$	6.97				163,608			$	6.92
Adjustments: (1)
Settlement of merger-related litigation			(122,037	)		$	(5.09	)			(122,037	)			(5.09	)
Merger-related expenses			4,531			$	0.19				4,531				0.19
Impairment and lease termination charges			6,008			$	0.25				6,008				0.25
Other legal matters			638			$	0.03				638				0.03
Lower effective tax rate			(3,512	)		$	(0.15	)			(3,512	)			(0.15	)
Adjusted forecasted earnings from continuing operations			50,533			$	2.20				49,236			$	2.15

This reconciliation reflects estimates and current expectations of future results. Actual results may vary materially from these expectations and estimates, for reasons including those included in the discussion of forward-looking statements elsewhere in this release. The Company disclaims any obligation to update such expectations and estimates.