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.

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 November 25, 2008, Genesco Inc. issued a press release announcing its third 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 November 25, 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.

		GENESCO INC.
Date: November 25, 2008		By: Name:		/s/ Roger G. Sisson   Roger G. Sisson
		Title:		Senior Vice President, Secretary and General Counsel

EXHIBIT INDEX

No.		Exhibit
99.1		Press Release dated November 25, 2008

Exhibit 99.1

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

GENESCO REPORTS THIRD QUARTER FISCAL 2009 RESULTS
—Company Reports Earnings of $0.43 Per Share
Before Discontinued Operations—

NASHVILLE, Tenn., Nov. 25, 2008 -Genesco Inc. (NYSE: GCO) reported earnings from continuing operations of $9.5 million, or $0.43 per diluted share, for the third quarter ended November 1, 2008. These results include $2.5 million of restructuring charges and merger-related expenses, offset by an approximately equivalent after-tax amount of favorable adjustment to the Company’s provision for income taxes. In the third quarter last year, the Company reported earnings from continuing operations of $5.6 million, or $0.23 per diluted share. Last year’s results included $6.2 million of merger-related and restructuring expenses. Adjusting for these items, earnings from continuing operations would have been $10.0 million, or $0.39 per diluted share, in the third quarter last year.

     Because of the magnitude of the merger-related expenses in last year’s results and for consistency with this year’s previously announced results and earnings expectations, which excluded the listed items, the Company believes that disclosure of earnings from continuing operations adjusted for these items 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.

     Net sales for the third quarter of fiscal 2009 increased by 5% to $390 million, compared to net sales for the third quarter of the previous year of $372 million. Comparable store sales for the Company increased 2%.

Third Quarter Business Unit Performance

     Genesco President and Chief Executive Officer Robert J. Dennis said, “Our third quarter results reflect solid performances at Journeys, Hat World and Dockers, partially offset by challenges at Johnston & Murphy.”

     “Net sales in the Journeys Group grew 10% from the prior year period to $201 million. Same store sales for the Journeys Group were up 5% for the quarter and same store sales in the Journeys stores were up 4%, compared to a 3% decline last year. Footwear unit comps in Journeys rose 2% and average selling price increased 4% in the quarter. The solid results were driven by continued strength in Journeys’ skate and women’s boot business.

     “Net sales in the Hat World Group increased 6% from the prior year period to approximately $93 million and same store sales increased 2% in the third quarter, with urban stores up 4% and non-urban stores up 2%. Core and fashion Major League Baseball performed well and action brands were also very strong. Hat World once again generated significant operating margin expansion in the quarter.

     “Net sales for the Underground Station Group were $24 million for the third quarter. Same store sales increased 1% from the prior year period and footwear unit comps rose 10%. Despite the modest comp gain, Underground Station essentially met its profit expectations due to better than expected gross margins driven by changes in product mix.

     “Johnston & Murphy Group’s net sales were approximately $42 million, with wholesale sales down 2% from the third quarter last year. Same store sales for the Johnston & Murphy shops declined 16% from the prior year period. Johnston & Murphy’s business continues to be negatively affected by the economic climate.

     “Third quarter sales of Licensed Brands increased 3% from the third quarter last year to approximately $30 million. Dockers^® Footwear sales increased 11% during the quarter driven by a solid performance in the moderate and specialty footwear chains and a positive response to a new product line.”

Fiscal 2009 Outlook

     As previously reported, based on a same store sales range of negative 1% to negative 4% for the fourth quarter, the Company expects to report earnings per diluted share in the range of $1.06 to $1.20 for the fourth quarter (calculated on the same basis as the Company’s previous annual guidance and reconciled to U.S. GAAP on Schedule C).

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, continuing weakness in the consumer economy, fashion trends that affect the sales or product margins of the Company’s retail product offerings, inability of customers to obtain credit, 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. 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 November 25, 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 2,225 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								Nine Months Ended
		November 1,				November 3,				November 1,				November 3,
In Thousands		2008				2007				2008				2007
Net sales		$	389,767			$	372,496			$	1,099,840			$	1,035,124
Cost of sales			191,853				184,445				539,207				511,610
Selling and administrative expenses			179,365				174,194				532,831				499,326
Restructuring and other, net			2,284				56				(196,293	)			6,809
Earnings from operations			16,265				13,801				224,095				17,379
Interest expense, net			2,480				3,504				6,797				8,906
Earnings before income taxes from continuing operations			13,785				10,297				217,298				8,473
Income tax expense			4,322				4,687				82,872				3,600
Earnings from continuing operations			9,463				5,610				134,426				4,873
Provision for discontinued operations			(25	)			(10	)			(5,479	)			(1,235	)
Net Earnings		$	9,438			$	5,600			$	128,947			$	3,638

Earnings Per Share Information

		Three Months Ended								Nine Months Ended
		November 1,				November 3,				November 1,				November 3,
In Thousands (except per share amounts)		2008				2007				2008				2007
Preferred dividend requirements		$	49			$	49			$	148			$	167
Average common shares — Basic EPS			18,638				22,454				19,401				22,420
Basic earnings per share:
Before discontinued operations		$	0.51			$	0.25			$	6.92			$	0.21
Net earnings		$	0.50			$	0.25			$	6.64			$	0.15
Average common and common equivalent shares — Diluted EPS			23,375				26,918				24,170				22,994
Diluted earnings per share:
Before discontinued operations		$	0.43			$	0.23			$	5.64			$	0.20
Net earnings		$	0.43			$	0.23			$	5.41			$	0.15

GENESCO INC.

Consolidated Earnings Summary

		Three Months Ended								Nine Months Ended
		November 1,				November 3,				November 1,				November 3,
In Thousands		2008				2007				2008				2007
Sales:
Journeys Group		$	200,745			$	182,587			$	530,467			$	486,599
Underground Station Group			24,266				26,792				76,867				81,122
Hat World Group			93,131				87,815				283,037				257,119
Johnston & Murphy Group			41,785				46,403				132,370				138,354
Licensed Brands			29,649				28,769				76,542				71,357
Corporate and Other			191				130				557				573
Net Sales		$	389,767			$	372,496			$	1,099,840			$	1,035,124
Operating Income (Loss):
Journeys Group		$	16,901			$	15,336			$	24,587			$	27,136
Underground Station Group			(2,234	)			(2,930	)			(6,253	)			(9,991	)
Hat World Group			6,721				4,639				21,900				14,709
Johnston & Murphy Group			1,525				4,377				8,202				12,459
Licensed Brands			3,892				4,019				9,538				9,193
Corporate and Other*			(10,540	)			(11,640	)			166,121				(36,127	)
Earnings from operations			16,265				13,801				224,095				17,379
Interest, net			2,480				3,504				6,797				8,906
Earnings before income taxes from continuing operations			13,785				10,297				217,298				8,473
Income tax expense			4,322				4,687				82,872				3,600
Earnings from continuing operations			9,463				5,610				134,426				4,873
Provision for discontinued operations			(25	)			(10	)			(5,479	)			(1,235	)
Net Earnings		$	9,438			$	5,600			$	128,947			$	3,638

GENESCO INC.

Consolidated Balance Sheet

		November 1,				November 3,
In Thousands		2008				2007
Assets
Cash and cash equivalents		$	16,000			$	17,980
Accounts receivable			30,727				29,213
Inventories			379,614				395,965
Other current assets			42,631				52,716
Total current assets			468,972				495,874
Property and equipment			245,364				250,020
Other non-current assets			177,525				171,524
Total Assets		$	891,861			$	917,418
Liabilities and Shareholders’ Equity
Accounts payable		$	153,043			$	138,844
Other current liabilities			77,098				62,068
Total current liabilities			230,141				200,912
Long-term debt			135,920				215,220
Other long-term liabilities			89,897				89,767
Shareholders’ equity			435,903				411,519
Total Liabilities and Shareholders’ Equity		$	891,861			$	917,418

GENESCO INC.

Retail Units Operated — Nine Months Ended November 1, 2008

		Balance																Balance																Balance
		02/03/07				Open				Conv				Close				02/02/08				Open				Conv				Close				11/01/08
Journeys Group			853				118				0				4				967				43				0				2				1,008
Journeys			768				41				0				4				805				15				0				2				818
Journeys Kidz			73				42				0				0				115				22				0				0				137
Shi by Journeys			12				35				0				0				47				6				0				0				53
Underground Station Group			223				2				0				33				192				0				0				8				184
Hat World Group			785				98				0				21				862				30				0				13				879
Johnston & Murphy Group			148				11				0				5				154				6				0				3				157
Shops			109				8				0				4				113				4				0				3				114
Factory Outlets			39				3				0				1				41				2				0				0				43
Total Retail Units			2,009				229				0				63				2,175				79				0				26				2,228

Retail Units Operated — Three Months Ended November 1, 2008

		Balance																Balance
		08/02/08				Open				Conv				Close				11/01/08
Journeys Group			993				15				0				0				1,008
Journeys			813				5				0				0				818
Journeys Kidz			128				9				0				0				137
Shi by Journeys			52				1				0				0				53
Underground Station Group			185				0				0				1				184
Hat World Group			869				14				0				4				879
Johnston & Murphy Group			155				3				0				1				157
Shops			112				3				0				1				114
Factory Outlets			43				0				0				0				43
Total Retail Units			2,202				32				0				6				2,228

Constant Store Sales

		Three Months Ended								Nine Months Ended
		November 1,				November 3,				November 1,				November 3,
		2008				2007				2008				2007
Journeys Group			5	%			-3	%			3	%			-2	%
Underground Station Group			1	%			-19	%			7	%			-21	%
Hat World Group			2	%			2	%			4	%			-1	%
Johnston & Murphy Group			-15	%			2	%			-7	%			3	%
Shops			-16	%			3	%			-7	%			4	%
Factory Outlets			-10	%			-2	%			-7	%			3	%
Total Constant Store Sales			2	%			-3	%			2	%			-4	%

Schedule B

Genesco Inc.
Adjustments to Reported Earnings from Continuing Operations
Three Months Ended November 1, 2008 and November 3, 2007

		3 mos				Impact				3 mos				Impact
In Thousands (except per share amounts)		Nov 1, 2008				on EPS				Nov 3, 2007				on EPS
Earnings from continuing operations, as reported		$	9,463			$	0.43			$	5,610			$	0.23
Adjustments: (1)
Merger-related expenses			141				—				3,698				0.14
Impairment & lease termination charges			1,356				0.06				52				0.00
Other legal matters			7				—				—				—
(Higher)/lower effective tax rate			(1,463	)			(0.06	)			599				0.02
Adjusted earnings from continuing operations (2)		$	9,504			$	0.43			$	9,959			$	0.39

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 changes in effective tax rates and other items not reflected in those expectations.

Schedule C

Genesco Inc.
Adjustments to Forecasted Earnings from Continuing Operations
Fourth Quarter Ending January 31, 2009

		High Guidance								Low Guidance
In Thousands (except per share amounts)		Fiscal 2009								Fiscal 2009
Forecasted earnings from continuing operations		$	26,654			$	1.15			$	23,303			$	1.01
Adjustments: (1)
Impairment and lease termination charges			1,892				0.08				1,892				0.08
Lower effective tax rate			(791	)			(0.03	)			(791	)			(0.03	)
Adjusted forecasted earnings from continuing operations (2)		$	27,755			$	1.20			$	24,404			$	1.06

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.

Schedule C

Genesco Inc.
Adjustments to Forecasted Earnings from Continuing Operations
Genesco Inc.

		High Guidance								Low Guidance
In Thousands (except per share amounts)		Fiscal 2009								Fiscal 2009
Forecasted earnings from continuing operations		$	161,083			$	6.80			$	157,943			$	6.67
Adjustments: (1)
Settlement of merger-related litigation			(120,812	)			(5.03	)			(120,812	)			(5.03	)
Merger-related expenses			4,627				0.19				4,627				0.19
Impairment and lease termination charges			5,898				0.25				5,898				0.25
Other legal matters			639				0.03				639				0.03
Lower effective tax rate			(6,789	)			(0.28	)			(6,789	)			(0.28	)
Adjusted forecasted earnings from continuing operations		$	44,646			$	1.96			$	41,506			$	1.83

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.