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 Incorporation)		File Number)		Identification No.)

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 March 5, 2009 Genesco Inc. issued a press release announcing its fiscal fourth quarter and year end 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.

(c) Exhibits

     The following exhibit is furnished herewith:

Exhibit Number		Description
99.1		Press Release, dated March 5, 2009 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: March 5, 2009		By:		/s/ Roger G. Sisson
		Name:		Roger G. Sisson
		Title:		Senior Vice President, Secretary
				and General Counsel

EXHIBIT INDEX

No.		Exhibit
99.1		Press Release dated March 5, 2009

Exhibit 99.1

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

GENESCO REPORTS FOURTH QUARTER
AND YEAR END FISCAL 2009 RESULTS
—Company Reports Earnings of $1.05 Per Share
Before Discontinued Operations for the Fourth Quarter—

NASHVILLE, Tenn., March 5, 2009 — Genesco Inc. (NYSE:GCO) today reported earnings from continuing operations for the fourth quarter ended January 31, 2009, of $23.7 million, or $1.05 per diluted share, compared to earnings from continuing operations of $3.6 million, or $0.16 per diluted share, for the fourth quarter ended February 2, 2008. Fiscal 2009 fourth quarter earnings reflected charges of $0.01 per diluted share, including asset impairments, store closing costs and final expenses related to a terminated merger agreement, offset by a gain on a lease termination transaction and tax rate adjustments. Fiscal 2008 fourth quarter earnings included expenses related to then-pending merger related litigation, asset impairments, store closing costs and tax rate adjustments totaling $0.85 per diluted share.   Adjusted for the listed items in both periods, earnings from continuing operations were $23.9 million, or $1.06 per diluted share, for the fourth quarter of Fiscal 2009, compared to $26.4 million, or $1.01 per diluted share, in the fourth quarter of Fiscal 2008.  Because of the magnitude of the merger-related expenses in the previous year’s results and for consistency with Fiscal 2009’s previously announced results and earnings expectations, which did not reflect 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 in Schedule B to this press release.

Net sales for the fourth quarter of Fiscal 2009 declined 3.3% to $452 million from $467 million in the fourth quarter of Fiscal 2008. Comparable store sales in the fourth quarter of Fiscal 2009 declined by 5%. The Journeys Group’s comparable store sales for the quarter declined by 2%, the Hat World Group’s by 4%, Underground Station’s by 12%, and Johnston & Murphy Retail’s by 17%.

     Robert J. Dennis, president and chief executive officer of Genesco, said, “Our retail sales in the fourth quarter were characterized by wide swings from week to week. After a generally lackluster trend for most of the period between Thanksgiving and Christmas, we enjoyed solid increases in comparable store sales for the weeks on either side of Christmas. A marked softening in sales in early January caused us to fall short of the sales expectations we announced at mid-month.

     “Although sales rebounded strongly in the month of February, when our combined retail operations posted a comparable sales increase of 7%, we are not convinced that the choppiness in sales that we experienced throughout the fourth quarter is behind us. We remain cautious in our outlook on the economy and are running our business accordingly, with inventory quality and cash generation as primary emphases.

     “We believe that our focus on inventory management in the fourth quarter has positioned us to do as well as consumer demand will allow as we look toward the spring season. We ended the year with inventory levels only 2% above the previous year-end, and retail inventories per square foot down 7%. Our inventories are fresh, and we believe we have the capacity to move with the market in the coming months.

     “We are also pleased with our cash flow for Fiscal 2009, which we ended with only $32 million in bank borrowings compared to $69 million at the end of the previous year. We intend to continue to focus on cash generation while the economic climate remains uncertain.”

Fiscal 2009 Results

     The Company reported earnings from continuing operations of $158.1 million, or $6.72 per diluted share, for the fiscal year ended January 31, 2009, compared to $8.5 million, or $0.36 per diluted share, for the previous year. Fiscal 2009 earnings included a gain of $4.91 per diluted share from the settlement of merger-related litigation with The Finish Line offset by merger-related expenses, asset impairments, store closing costs and other items listed on Schedule B to this press release. Fiscal 2008 earnings included charges for merger-related expenses, asset impairments, store closing costs, and other listed items totaling $1.48 per diluted share. Adjusted for the listed items in both years, earnings from continuing operations were $40.8 million, or $1.81 per diluted

share, for Fiscal 2009, compared to $42.6 million, or $1.84 per diluted share, for Fiscal 2008.  Because of the magnitude of the merger-related expenses in the previous year’s results and for consistency with Fiscal 2009’s previously announced results and earnings expectations, which did not reflect 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 in Schedule B to this release. 

Outlook

     Dennis also discussed the Company’s outlook for Fiscal 2010. “The continuing economic uncertainty is causing us to provide a wider than normal range of sales and earnings expectations for Fiscal 2010. Our baseline scenario expects a weak first half with some signs of recovery beginning in the second half of the year, with comparable sales for the Company’s retail operations down about 3% in each of the first two quarters, flat in the third quarter, and up 2% in the fourth quarter, with the fourth quarter comparison made easier by the weakness of the two previous years’ fourth quarters. Comparable store sales would be down 1% for the full year in this scenario. On these comparable sales assumptions, we would expect to generate earnings per share from continuing operations, subject to the adjustments detailed in Schedule C included with this announcement, in the range of $1.70 to $1.80 per share for the year.

     “A more pessimistic scenario, premised on little or no improvement in the economy during the current year, assumes comparable store sales down about 4% in each of the first two quarters, and down 3% in each of the third and fourth quarters. For the full year, comparable store sales would be down 3%. This scenario also assumes a more aggressive markdown strategy to keep inventories clean on the lower sales volume. In this scenario, we would expect to generate earnings from continuing operations, subject to the adjustments listed in Schedule C, in the range of $1.20 to $1.30 per diluted share.

     “In either case, we expect sufficient liquidity. Under the baseline plan, we would expect to end the year with no bank revolving credit facility borrowings, while even in the more pessimistic scenario, we would expect to end the year with lower borrowings than at the end of Fiscal 2009.

     “However external conditions develop, we intend to manage our businesses with a focus on maintaining maximum flexibility to respond to the market, generating strong cash flows, and capitalizing on the opportunities to strengthen our competitive position for the recovery.”

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, inability of customers to obtain credit, fashion trends that affect the sales or product margins of the Company’s retail product offerings, changes in buying patterns by significant wholesale customers, bankruptcies or deterioration in financial condition of significant wholesale customers, disruptions in product supply or distribution, unfavorable trends in fuel costs, foreign exchange rates, foreign labor and materials costs, and other factors affecting the cost of products, competition in the Company’s markets and changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons. Additional factors that could affect the Company’s prospects and cause differences from expectations include the ability to build, open, staff and support additional retail stores on schedule and at acceptable expense levels and to renew leases in existing stores and to conduct required remodeling or refurbishment on schedule and at acceptable expense levels, deterioration in the performance of individual businesses or of the Company’s market value relative to its book value, resulting in impairments of fixed assets or intangible assets or other adverse financial consequences, unexpected changes to the market for our shares, variations from expected pension-related charges caused by conditions in the financial markets, and the outcome of litigation, 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 March 5, 2009, 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

		Fourth Quarter								Fiscal Year Ended
In Thousands		2009				2008				2009				2008
Net sales		$	451,722			$	466,995			$	1,551,562			$	1,502,119
Cost of sales			232,373				239,294				771,580				750,904
Selling and administrative expenses			180,534				197,026				713,365				696,352
Restructuring and other, net			(282	)			2,893				(196,575	)			9,702
Earnings from operations			39,097				27,782				263,192				45,161
Interest expense, net			2,613				3,520				9,410				12,426
Earnings before income taxes from continuing operations			36,484				24,262				253,782				32,735
Income tax expense			12,811				20,647				95,683				24,247
Earnings from continuing operations			23,673				3,615				158,099				8,488
Provision for discontinued operations, net			16				(368	)			(5,463	)			(1,603	)
Net Earnings		$	23,689			$	3,247			$	152,636			$	6,885

Earnings Per Share Information

		Fourth Quarter								Fiscal Year Ended
In Thousands (except per share amounts)		2009				2008				2009				2008
Preferred dividend requirements		$	50			$	50			$	198			$	217
Average common shares — Basic EPS			18,737				22,502				19,235				22,441
Basic earnings per share:
Before discontinued operations		$	1.26			$	0.16			$	8.21			$	0.37
Net earnings		$	1.26			$	0.14			$	7.93			$	0.30
Average common and common equivalent shares — Diluted EPS			23,223				26,830				23,911				22,984
Diluted earnings per share:
Before discontinued operations		$	1.05			$	0.16			$	6.72			$	0.36
Net earnings		$	1.05			$	0.14			$	6.49			$	0.29

GENESCO INC.

Consolidated Earnings Summary

		Fourth Quarter								Fiscal Year Ended
In Thousands		2009				2008				2009				2008
Sales:
Journeys Group		$	229,541			$	226,767			$	760,008			$	713,366
Underground Station Group			34,035				42,880				110,902				124,002
Hat World Group			122,409				121,794				405,446				378,913
Johnston & Murphy Group			45,593				54,133				177,963				192,487
Licensed Brands			20,019				21,349				96,561				92,706
Corporate and Other			125				72				682				645
Net Sales		$	451,722			$	466,995			$	1,551,562			$	1,502,119
Operating Income (Loss):
Journeys Group		$	24,463			$	23,961			$	49,050			$	51,097
Underground Station Group			593				2,281				(5,660	)			(7,710	)
Hat World Group			14,770				17,278				36,670				31,987
Johnston & Murphy Group			1,867				7,348				10,069				19,807
Licensed Brands			2,387				1,783				11,925				10,976
Corporate and Other*			(4,983	)			(24,869	)			161,138				(60,996	)
Earnings from operations			39,097				27,782				263,192				45,161
Interest, net			2,613				3,520				9,410				12,426
Earnings before income taxes from continuing operations			36,484				24,262				253,782				32,735
Income tax expense			12,811				20,647				95,683				24,247
Earnings from continuing operations			23,673				3,615				158,099				8,488
Provision for discontinued operations			16				(368	)			(5,463	)			(1,603	)
Net Earnings		$	23,689			$	3,247			$	152,636			$	6,885

*		Includes a $0.3 million credit in the fourth quarter of Fiscal 2009 which includes a $3.8 million gain on a lease termination offset by $3.1 million in asset impairments and $0.4 million for lease terminations. Includes a $196.6 million credit in Fiscal 2009 of which $204.1 million were proceeds as a result of the settlement of merger-related litigation with The Finish Line and its investment bankers and a $3.8 million gain from a lease termination offset by $8.6 million in asset impairments, $1.6 million in lease terminations and $1.1 million for other legal matters. In the fourth quarter and year of Fiscal 2009, there is also an additional $0.1 million and $0.2 million, respectively, of charges related to lease terminations that are included in cost of sales on the consolidated earnings summary. The fourth quarter and Fiscal 2009 also included $0.2 million and $8.0 million, respectively, of merger-related expenses.
		Includes $2.9 million and $9.7 million of other charges in the fourth quarter and year of Fiscal 2008, respectively, which includes $1.9 million and $8.7 million, respectively, in asset impairments and $1.2 million and $1.5 million, respectively, for lease terminations offset by $0.2 million and $0.5 million, respectively, in excise tax refunds and an antitrust settlement. There is also an additional $0.9 million of charges related to lease terminations that are included in cost of sales on the consolidated earnings summary for the fourth quarter and year of Fiscal 2008. The fourth quarter and year of Fiscal 2008 also included $16.0 million and $27.6 million, respectively, of merger-related expenses.

GENESCO INC.

Consolidated Balance Sheet

		January 31,				February 2,
In Thousands		2009				2008
Assets
Cash and cash equivalents		$	17,672			$	17,703
Accounts receivable			23,744				24,275
Inventories			306,078				300,548
Other current assets			53,358				41,140
Total current assets			400,852				383,666
Property and equipment			239,681				247,241
Other non-current assets			177,494				173,649
Total Assets		$	818,027			$	804,556
Liabilities and Shareholders’ Equity
Accounts payable		$	73,143			$	75,302
Current portion — long-term debt			—				—
Other current liabilities			65,839				70,272
Total current liabilities			138,982				145,574
Long-term debt			118,520				155,220
Other long-term liabilities			113,591				82,347
Shareholders’ equity			446,934				421,415
Total Liabilities and Shareholders’ Equity		$	818,027			$	804,556

GENESCO INC.

Retail Units Operated — Twelve Months Ended January 31, 2009

		Balance												Balance												Balance
		02/03/07				Open				Close				02/02/08				Open				Close				01/31/09
Journeys Group			853				118				4				967				50				5				1,012
Journeys			768				41				4				805				16				5				816
Journeys Kidz			73				42				0				115				26				0				141
Shi by Journeys			12				35				0				47				8				0				55
Underground Station Group			223				2				33				192				0				12				180
Hat World Group			785				98				21				862				43				20				885
Johnston & Murphy Group			148				11				5				154				9				6				157
Shops			109				8				4				113				6				5				114
Factory Outlets			39				3				1				41				3				1				43
Total Retail Units			2,009				229				63				2,175				102				43				2,234

Retail Units Operated — Three Months Ended January 31, 2009

		Balance												Balance
		11/01/08				Open				Close				01/31/09
Journeys Group			1,008				7				3				1,012
Journeys			818				1				3				816
Journeys Kidz			137				4				0				141
Shi by Journeys			53				2				0				55
Underground Station Group			184				0				4				180
Hat World Group			879				13				7				885
Johnston & Murphy Group			157				3				3				157
Shops			114				2				2				114
Factory Outlets			43				1				1				43
Total Retail Units			2,228				23				17				2,234

Constant Store Sales

		Three Months Ended								Twelve Months Ended
		January 31,				February 2,				January 31,				February 2,
		2009				2008				2009				2008
Journeys Group			-2	%			-7	%			1	%			-4	%
Underground Station Group			-12	%			-5	%			0	%			-16	%
Hat World Group			-4	%			-4	%			2	%			-2	%
Johnston & Murphy Group			-17	%			-1	%			-10	%			2	%
Shops			-18	%			-1	%			-10	%			2	%
Factory Outlets			-17	%			-2	%			-9	%			2	%
Total Constant Store Sales			-5	%			-5	%			0	%			-4	%

Schedule B

Genesco Inc.
Adjustments to Reported Earnings from Continuing Operations
Three Months Ended January 31, 2009 and February 2, 2008

		3 mos				Impact				3 mos				Impact
In Thousands (except per share amounts)		Jan 31,2009				on EPS				Feb 2, 2008				on EPS
Earnings from continuing operations, as reported		$	23,673			$	1.05			$	3,615			$	0.16
Adjustments: (1)
Merger-related expenses			132				0.01				9,596				0.36
Impairment & lease termination charges			2,254				0.10				2,401				0.09
Gain on lease termination			(1,295	)			(0.06	)			—				—
Other legal matters			(13	)			—				(151	)			(0.01	)
(Higher)/lower effective tax rate			(825	)			(0.04	)			10,967				0.41
Adjusted earnings from continuing operations (2)		$	23,926			$	1.06			$	26,428			$	1.01

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 B

Genesco Inc.
Adjustments to Reported Earnings from Continuing Operations
Twelve Months Ended January 31, 2009 and February 2, 2008

		12 mos				Impact				12 mos				Impact
In Thousands (except per share amounts)		Jan 31,2009				on EPS				Feb 2, 2008				on EPS
Earnings from continuing operations, as reported		$	158,099			$	6.72			$	8,488			$	0.36
Adjustments: (1)
Settlement of merger-related litigation			(124,159	)			(5.19	)			—				—
Merger-related expenses			4,884				0.20				16,577				0.72
Impairment & lease termination charges			6,305				0.26				6,667				0.29
Gain on lease termination			(1,258	)			(0.05	)			—				—
Other legal matters			645				0.03				(307	)			(0.02	)
Interest on settlement income			(419	)			(0.02	)			—				—
(Higher)/lower effective tax rate			(3,279	)			(0.14	)			11,186				0.49
Adjusted earnings from continuing operations (2)		$	40,818			$	1.81			$	42,611			$	1.84

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
Fiscal Year Ending January 30, 2010

Baseline Scenario		High Guidance								Low Guidance
In Thousands (except per share amounts)		Fiscal 2010								Fiscal 2010
Forecasted earnings from continuing operations (1)		$	33,553			$	1.54			$	31,258			$	1.44
Adjustments: (2)
Impairment and lease termination charges			6,028				0.26				6,028				0.26
Adjusted forecasted earnings from continuing operations		$	39,581			$	1.80			$	37,286			$	1.70

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
Fiscal Year Ending January 30, 2010

Low Scenario		High Guidance								Low Guidance
In Thousands (except per share amounts)		Fiscal 2010								Fiscal 2010
Forecasted earnings from continuing operations (1)		$	22,082			$	1.04			$	19,666			$	0.94
Adjustments: (2)
Impairment and lease termination charges			5,950				0.26				5,950				0.26
Adjusted forecasted earnings from continuing operations		$	28,032			$	1.30			$	25,616			$	1.20

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.