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 Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer 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 November 24, 2009, 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 24, 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.

EXHIBIT INDEX

No.		Exhibit
99.1		Press Release dated November 24, 2009

Exhibit 99.1

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

GENESCO REPORTS THIRD QUARTER
FISCAL 2010 RESULTS
—Raises Fiscal Year 2010 Guidance—

NASHVILLE, Tenn., Nov. 24, 2009 — Genesco Inc. (NYSE:GCO) today reported earnings from continuing operations for the third quarter ended October 31, 2009, of $11.5 million, or $0.50 per diluted share, compared to earnings from continuing operations of $9.0 million, or $0.43 per diluted share, for the third quarter ended November 1, 2008. Fiscal 2010 third quarter earnings reflected pretax charges of $2.6 million, or $0.07 per diluted share, primarily related to fixed asset impairments. In addition, the third quarter of Fiscal 2010 reflected additional interest expense due to the adoption in the first quarter of Fiscal 2010 of FSP APB 14-1, a new accounting standard applicable to the Company’s convertible debt. Fiscal 2009 third quarter earnings included charges associated with merger related expenses, asset impairment and lease terminations, and other legal matters, and a higher effective tax rate. Fiscal 2009 earnings also included a restatement of interest expense required by the adoption of APB 14-1, which required retroactive application resulting in additional interest costs.

     Adjusted for the listed items in both periods, earnings from continuing operations were $12.3 million, or $0.53 per diluted share, for the third quarter of Fiscal 2010, compared to earnings from continuing operations of $9.5 million, or $0.43 per diluted share, for the third quarter of Fiscal 2009. For consistency with Fiscal 2010’s previously announced earnings expectations, which did not reflect the listed items, the Company believes that disclosure of earnings from continuing operations adjusted for those 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 third quarter of Fiscal 2010 were $390 million, essentially even with the third quarter of Fiscal 2009. Comparable store sales in the third quarter of Fiscal 2010 decreased by

2%. Comparable store sales in the Journeys Group decreased by 2%, the Hat World Group increased by 1%, Underground Station decreased by 6%, and Johnston & Murphy Retail decreased by 2%.

     Robert J. Dennis, president and chief executive officer of Genesco, said, “We are pleased with our third quarter earnings, which exceeded expectations thanks to improved gross margin and solid expense leverage, despite the lack of a sustained sales trend in the quarter. Comparable store sales for the first three weeks of November are down 3% from the same period last year. Nevertheless, given the consumer’s continued willingness to shop during the peak sales periods throughout the current economic downturn, the relatively easier comparisons later in the quarter, and our strong merchandise position, we remain optimistic about the Holiday selling season.

     “We are raising our fiscal 2010 guidance to reflect our strong third quarter results, and now expect earnings per share of $1.78 to $1.84 for the year. This guidance assumes fourth quarter earnings per share of $1.07 to $1.13, based on flat to slightly positive fourth quarter comparable store sales compared with -5% last year and subject to the same adjustments as our previous guidance.

     “As we look ahead, we are confident about both our near and long-term opportunities. We continue to build on our leadership status in our niche markets and remain confident in our ability to execute a strategy that will result in long-term growth and increased shareholder value.”

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, especially to the extent that it depresses sales during the Holiday season, 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 and to renew leases in existing stores and to conduct required remodeling or refurbishment on schedule and at expected expense levels, deterioration in the performance of individual businesses or of the Company’s market value relative to its book value, resulting in impairments of fixed assets or intangible assets or other adverse financial consequences, unexpected changes to the market for our shares, variations from expected pension-related charges caused by conditions in the financial markets, and the outcome of litigation, 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 24, 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 2,240 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
						Restated*								Restated*
		October 31,				November 1,				October 31,				November 1,
In Thousands		2009				2008				2009				2008
Net sales		$	390,302			$	389,767			$	1,095,326			$	1,099,840
Cost of sales			190,136				191,853				535,993				539,207
Selling and administrative expenses			178,342				179,365				528,309				532,831
Restructuring and other, net			2,571				2,284				10,864				(196,293	)
Earnings from operations			19,253				16,265				20,160				224,095
Loss on early retirement of debt			—				—				5,119				—
Interest expense, net			1,850				3,255				6,795				9,073
Earnings before income taxes from continuing operations			17,403				13,010				8,246				215,022
Income tax expense			5,880				4,019				4,989				81,982
Earnings from continuing operations			11,523				8,991				3,257				133,040
Provision for discontinued operations			(80	)			(25	)			(298	)			(5,479	)
Net earnings		$	11,443			$	8,966			$	2,959			$	127,561

*		Fiscal 2009 results restated as a result of retroactive application of FSP APB 14-1.

Earnings Per Share Information

		Three Months Ended								Nine Months Ended
						Restated								Restated
		October 31,				November 1,				October 31,				November 1,
In Thousands (except per share amounts)		2009				2008				2009				2008
Preferred dividend requirements		$	49			$	49			$	148			$	148
Average common shares — Basic EPS			21,952				18,638				20,868				19,401
Basic earnings per share:
Before discontinued operations		$	0.52			$	0.48			$	0.15			$	6.85
Net earnings		$	0.52			$	0.48			$	0.13			$	6.57
Average common and common equivalent shares — Diluted EPS			23,741				23,375				21,086				24,170
Diluted earnings per share:
Before discontinued operations		$	0.50			$	0.43			$	0.15			$	5.64
Net earnings		$	0.50			$	0.43			$	0.13			$	5.41

GENESCO INC.

Consolidated Earnings Summary

		Three Months Ended								Nine Months Ended
						Restated								Restated
		October 31,				November 1,				October 31,				November 1,
In Thousands		2009				2008				2009				2008
Sales:
Journeys Group		$	198,407			$	200,745			$	523,846			$	530,467
Underground Station Group			21,946				24,266				67,235				76,867
Hat World Group			105,739				93,131				313,373				283,037
Johnston & Murphy Group			40,361				41,785				118,745				132,370
Licensed Brands			23,701				29,649				71,654				76,542
Corporate and Other			148				191				473				557
Net Sales		$	390,302			$	389,767			$	1,095,326			$	1,099,840
Operating Income (Loss):
Journeys Group		$	17,902			$	16,901			$	20,256			$	24,587
Underground Station Group			(1,862	)			(2,234	)			(6,101	)			(6,253	)
Hat World Group			7,010				6,721				24,060				21,900
Johnston & Murphy Group			1,660				1,525				1,358				8,202
Licensed Brands			3,921				3,892				9,525				9,538
Corporate and Other*			(9,378	)			(10,540	)			(28,938	)			166,121
Earnings from operations			19,253				16,265				20,160				224,095
Loss on early retirement of debt			—				—				5,119				—
Interest, net			1,850				3,255				6,795				9,073
Earnings before income taxes from continuing operations			17,403				13,010				8,246				215,022
Income tax expense			5,880				4,019				4,989				81,982
Earnings from continuing operations			11,523				8,991				3,257				133,040
Provision for discontinued operations			(80	)			(25	)			(298	)			(5,479	)
Net Earnings		$	11,443			$	8,966			$	2,959			$	127,561

*		Includes $2.6 million of other charges in the third quarter of Fiscal 2010, primarily asset impairments and includes $10.9 million of other charges in the first nine months of Fiscal 2010 which includes $10.5 million in asset impairments, $0.3 million in other legal matters and $0.1 million for lease terminations.
		Includes $2.3 million of other charges in the third quarter of Fiscal 2009 which includes $1.9 million in asset impairments and $0.4 million for lease terminations and includes $196.3 million credit in the first nine months of 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 offset by $5.5 million in asset impairments, $1.2 million for lease terminations and $1.1 million for other legal matters. The third quarter and nine months of Fiscal 2009 also included $0.2 million and $7.8 million, respectively, of merger-related expenses.

GENESCO INC.

Consolidated Balance Sheet

						Restated
		October 31,				November 1,
In Thousands		2009				2008
Assets
Cash and cash equivalents		$	23,620			$	16,000
Accounts receivable			33,425				30,727
Inventories			359,684				379,614
Other current assets			56,855				42,631
Total current assets			473,584				468,972
Property and equipment			221,264				245,364
Other non-current assets			183,431				175,239
Total Assets		$	878,279			$	889,575
Liabilities and Shareholders’ Equity
Accounts payable		$	152,273			$	153,043
Other current liabilities			62,694				77,302
Total current liabilities			214,967				230,345
Long-term debt			29,042				130,319
Other long-term liabilities			112,279				89,693
Shareholders’ equity			521,991				439,218
Total Liabilities and Shareholders’ Equity		$	878,279			$	889,575

GENESCO INC.

Retail Units Operated — Nine Months Ended October 31, 2009

		Balance												Balance				Acquisi-												Balance
		02/02/08				Open				Close				01/31/09				tion				Open				Close				10/31/09
Journeys Group			967				50				5				1012				0				15				5				1,022
Journeys			805				16				5				816				0				8				5				819
Journeys Kidz			115				26				0				141				0				7				0				148
Shi by Journeys			47				8				0				55				0				0				0				55
Underground Station Group			192				0				12				180				0				0				6				174
Hat World Group			862				43				20				885				1				23				24				885
Johnston & Murphy Group			154				9				6				157				0				6				1				162
Shops			113				6				5				114				0				4				1				117
Factory Outlets			41				3				1				43				0				2				0				45
Total Retail Units			2,175				102				43				2,234				1				44				36				2,243

Retail Units Operated — Three Months Ended October 31, 2009

		Balance				Acquisi-												Balance
		08/01/09				ition				Open				Close				10/31/09
Journeys Group			1,021				0				1				0				1,022
Journeys			818				0				1				0				819
Journeys Kidz			148				0				0				0				148
Shi by Journeys			55				0				0				0				55
Underground Station Group			176				0				0				2				174
Hat World Group			883				1				10				9				885
Johnston & Murphy Group			161				0				2				1				162
Shops			117				0				1				1				117
Factory Outlets			44				0				1				0				45
Total Retail Units			2,241				1				13				12				2,243

Constant Store Sales

		Three Months Ended								Nine Months Ended
		October 31,				November 1,				October 31,				November 1,
		2009				2008				2009				2008
Journeys Group			-2	%			5	%			-3	%			3	%
Underground Station Group			-6	%			1	%			-10	%			7	%
Hat World Group			1	%			2	%			2	%			4	%
Johnston & Murphy Group			-2	%			-15	%			-12	%			-7	%
Total Constant Store Sales			-2	%			2	%			-3	%			2	%

Schedule B

Genesco Inc.
Adjustments to Reported Earnings from Continuing Operations
Three Months Ended October 31, 2009 and November 1, 2008

		3 mos				Impact				3 mos				Impact
In Thousands (except per share amounts)		Oct 2009				on EPS				Oct 2008				on EPS
Earnings from continuing operations, as reported		$	11,523			$	0.50			$	8,991			$	0.43
Adjustments: (1)
Merger-related expenses			—				—				141				—
Impairment & lease termination charges			1,600				0.07				1,356				0.06
Other legal matters			—				—				7				—
Convertible debt interest restatement (APB 14-1)			179				—				472				—
Higher effective tax rate (2)			(965	)			(0.04	)			(1,463	)			(0.06	)
Adjusted earnings from continuing operations (3)		$	12,337			$	0.53			$	9,504			$	0.43

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 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		$	27,436			$	1.25			$	26,150			$	1.19
Adjustments: (1)
Convertible debt interest restatement (APB 14-1)			896				—				896				—
Impairment, other legal matters and lease termination charges			9,335				0.40				9,335				0.40
Loss on early retirement of debt			3,092				0.13				3,092				0.13
Higher effective tax rate			1,501				0.06				1,501				0.06
Adjusted forecasted earnings from continuing operations (2)		$	42,260			$	1.84			$	40,974			$	1.78

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 B

Genesco Inc.
Adjustments to Forecasted Earnings from Continuing Operations
Fiscal Year Ending January 29, 2011

Baseline Scenario

		High Guidance								Low Guidance
In Thousands (except per share amounts)		Fiscal 2011								Fiscal 2011
Forecasted earnings from continuing operations		$	40,732			$	1.73			$	38,349			$	1.63
Adjustments: (1)
Impairment and lease termination charges			8,812				0.37				8,812				0.37
Adjusted forecasted earnings from continuing operations (2)		$	49,544			$	2.10			$	47,161			$	2.00

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.