8-K

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

Date of report (Date of earliest event reported): August 30, 2007 (August 30, 2007)

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)

(615) 367-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 30, 2007 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 30, 2007 issued by Genesco Inc.

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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: August 30, 2007	By:	/s/ Roger G. Sisson
	Name:	Roger G. Sisson
	Title:	Senior Vice President, Secretary and General Counsel

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EXHIBIT INDEX

No.	Exhibit
99.1	Press Release dated August 30, 2007

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EX-99.1

Exhibit 99.1

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

GENESCO REPORTS SECOND QUARTER FISCAL 2008 RESULTS
- -Company Reports Loss of $0.13 Per Share Before Discontinued Operations,
Including Merger-Related Expenses, Asset Impairment Charges and
Store Closing Costs of Approximately $0.13 Per Share-

NASHVILLE, Tenn., Aug. 30, 2007 — Genesco Inc. (NYSE: GCO) today reported a loss before discontinued operations of $2.9 million, or $0.13 per diluted share, for the second quarter ended August 4, 2007. Results for the quarter included $5.5 million pretax, or approximately $0.13 per diluted share, in expenses related to the Company’s proposed merger with a subsidiary of The Finish Line Inc., retail store asset impairment charges and costs related to the previously announced decision to close certain underperforming stores, primarily in the Underground Station Group. For the second quarter ended July 29, 2006, earnings before discontinued operations were $5.9 million, or $0.24 per diluted share. Net sales for the second quarter of fiscal 2008 increased 8% to $328 million, compared to $304 million for the second quarter of fiscal 2007.

     Genesco Chairman and Chief Executive Officer Hal N. Pennington said, “Our second quarter results were affected by the combination of a later start to back-to-school, later sales tax holidays in Texas and Florida and a generally challenging retail environment, especially in footwear. While back-to-school season is still in progress, we are encouraged by the improving trend in sales for the third quarter to date.

     “Net sales in the Journeys Group increased 8% to approximately $148 million in the second quarter, while same store sales declined 7%. The shift in sales tax holidays in Texas and Florida from the second quarter last year to the third quarter this year had an especially pronounced effect on the Journeys Group, since approximately 16% of Journeys stores are located in those two states. Journeys’ same store sales in Texas and Florida decreased 13% and 20%, respectively, in the quarter. We expect the Journeys business for the balance of the year to benefit from the later back-to-school and tax holiday sales and from more pronounced competitive merchandising advantages

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in the fall and holiday seasons, and are pleased with the week-to-week improvement in comparable sales thus far in the quarter: Journeys Group’s same store sales have improved from 10% decline in the first week in August, to a 3% increase in the second week, to a 9% increase for the week most recently ended, for a 1% increase for the month to date.

     “Net sales in the Hat World Group increased 15% to approximately $90 million, while same store sales declined 2% in the second quarter, primarily due to fewer store-wide promotions compared to last year, ongoing challenges in the urban market and the back-to-school and tax holiday shift. Hat World’s core business, particularly Major League Baseball products, performed well during the quarter and the Canadian business remains strong across the board. Through the third week of fiscal August, same store sales for the Hat World Group increased 4%.

     “Net sales for the Underground Station Group, which includes the remaining Jarman stores, were $25 million, and same store sales declined 23%, in line with our expectations for the quarter. Same store sales again reflected the weak urban market, a difficult Nike comparison, and continued softness in the athletic category. Additionally, the tax holiday shift exacerbated the comparison, as 21% of Underground Station stores are located in Texas and Florida. For the first three weeks of August, same store sales in the Underground Station Group declined 20%. We expect Underground Station to benefit in the second half from new merchandising strategies for the fall and from easier comparisons with last year, as Nike’s significance to last year’s sales progressively diminishes and overall comparisons moderate.

     “Johnston & Murphy Group’s net sales increased 9% to approximately $46 million in the second quarter. Wholesale sales rose 18%, same store sales for the shops were up 5% and operating margin increased 200 basis points to 7.9%, reflecting continuing strength across Johnston & Murphy’s product lines. For the first three weeks of August, same store sales increased 7%.

     “Second quarter sales of Licensed Brands increased 18% to approximately $19 million, and operating margin increased 370 basis points to 12%. The Dockers Footwear product continued to perform well in the volume moderate channel and its business with the specialty shoe chains was strong.”

     The Company said that because of its merger agreement with a subsidiary of The Finish Line, Inc., it does not expect to issue specific guidance with respect to sales and earnings

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expectations for the balance of the year.

     This release contains forward-looking statements, including those regarding the performance outlook for the Company and its individual businesses, the proposed merger with a subsidiary of The Finish Line, Inc., 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 uncertainty regarding the effect and timing of the Company’s proposed merger with a subsidiary of The Finish Line, Inc., weakness in consumer demand for products sold by the Company, 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, disruptions in product supply or distribution, further unfavorable trends in foreign exchange rates 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 store closing plan referred to in this release on schedule and at expected expense levels, variations from expected pension-related charges caused by conditions in the financial markets, and the outcome of litigation and environmental matters involving the Company. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements.

     The Company’s live conference call on August 30, 2007, 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.

     Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear and accessories in more than 2,100 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,

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www.undergroundstation.com, www.johnstonmurphy.com, www.lids.com and www.lidskids.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.

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GENESCO INC.

Consolidated Earnings Summary

	Three Months Ended					Six Months Ended
	August 4,			July 29,		August 4,			July 29,
In Thousands	2007			2006		2007			2006
Net sales	$	327,977		$	304,301	$	662,628		$	619,319
Cost of sales		164,358			150,911		327,165			304,560
Selling and administrative expenses		166,059			140,619		325,132			282,485
Restructuring and other, net		158			480		6,753			589
Earnings (loss) from operations		(2,598	)		12,291		3,578			31,685
Interest expense, net		3,000			2,160		5,402			4,074
Earnings (loss) before income taxes from continuing operations		(5,598	)		10,131		(1,824	)		27,611
Income tax expense (benefit)		(2,658	)		4,187		(1,087	)		11,001
Earnings (loss) from continuing operations		(2,940	)		5,944		(737	)		16,610
Provision for discontinued operations		(1,225	)		—		(1,225	)		(189	)
Net Earnings (Loss)	$	(4,165	)	$	5,944	$	(1,962	)	$	16,421

Earnings Per Share Information

	Three Months Ended					Six Months Ended
	August 4,			July 29,		August 4,			July 29,
In Thousands (except per share amounts)	2007			2006		2007			2006
Preferred dividend requirements	$	54		$	64	$	118		$	128
Average common shares — Basic EPS		22,415			22,988		22,403			23,015
Basic earnings (loss) per share:
Before discontinued operations	($	0.13	)	$	0.26	($	0.04	)	$	0.72
Net earnings (loss)	($	0.19	)	$	0.26	($	0.09	)	$	0.71
Average common and common equivalent shares — Diluted EPS		22,415			27,340		22,403			27,388
Diluted earnings (loss) per share:
Before discontinued operations	($	0.13	)	$	0.24	($	0.04	)	$	0.65
Net earnings (loss)	($	0.19	)	$	0.24	($	0.09	)	$	0.64

GENESCO INC.

Consolidated Earnings Summary

	Three Months Ended						Six Months Ended
	August 4,			July 29,			August 4,			July 29,
In Thousands	2007			2006			2007			2006
Sales:
Journeys Group	$	148,091		$	136,669		$	304,012		$	278,169
Underground Station Group		24,520			30,917			54,330			70,873
Hat World Group		90,460			78,506			169,304			149,194
Johnston & Murphy Group		45,657			41,916			91,951			85,947
Licensed Brands		19,059			16,116			42,588			34,915
Corporate and Other		190			177			443			221
Net Sales	$	327,977		$	304,301		$	662,628		$	619,319
Operating Income (Loss):
Journeys Group	$	983		$	7,935		$	11,800		$	21,086
Underground Station Group		(4,893	)		(1,747	)		(7,061	)		658
Hat World Group		7,418			8,617			10,070			14,624
Johnston & Murphy Group		3,612			2,484			8,082			5,307
Licensed Brands		2,281			1,335			5,360			3,064
Corporate and Other*		(11,999	)		(6,333	)		(24,673	)		(13,054	)
Earnings (loss) from operations		(2,598	)		12,291			3,578			31,685
Interest, net		3,000			2,160			5,402			4,074
Earnings (loss) before income taxes from continuing operations		(5,598	)		10,131			(1,824	)		27,611
Income tax expense (benefit)		(2,658	)		4,187			(1,087	)		11,001
Earnings (loss) from continuing operations		(2,940	)		5,944			(737	)		16,610
Provision for discontinued operations		(1,225	)		—			(1,225	)		(189	)
Net Earnings (Loss)	$	(4,165	)	$	5,944		$	(1,962	)	$	16,421

* Includes $0.2 million of other charges in the second quarter of Fiscal 2008 which includes $0.4 million of retail asset impairments offset by a $0.2 million excise tax refund and includes $6.8 million of other charges in the first six months of Fiscal 2008 of which $6.7 million is asset impairments related to underperforming stores, primarily in the Underground Station Group, and $0.3 million for lease terminations offset by a $0.2 million excise tax refund. Includes $0.5 million and $0.6 million of other charges in the second quarter and six months of Fiscal 2007, respectively, primarily for asset impairments. The second quarter and six months of Fiscal 2008 also includes $5.4 million in expenses related to the Company’s proposed merger with a subsidiary of The Finish Line Inc.

GENESCO INC.

Consolidated Balance Sheet

	August 4,		July 29,
In Thousands	2007		2006
Assets
Cash and cash equivalents	$	22,129	$	19,360
Accounts receivable		22,154		19,293
Inventories		347,574		331,439
Other current assets		54,610		31,313
Total current assets		446,467		401,405
Property and equipment		236,154		204,419
Other non-current assets		171,948		156,285
Total Assets	$	854,569	$	762,109
Liabilities and Shareholders’ Equity
Accounts payable	$	119,727	$	144,954
Other current liabilities		56,374		55,212
Total current liabilities		176,101		200,166
Long-term debt		188,220		129,250
Other long-term liabilities		86,271		76,173
Shareholders’ equity		403,977		356,520
Total Liabilities and Shareholders’ Equity	$	854,569	$	762,109

GENESCO INC.

Retail Units Operated — Six Months Ended August 4, 2007

	Balance		Acquisi-									Balance									Balance
	01/28/06		tions		Open		Conv			Close		02/03/07		Open		Conv			Close		08/04/07
Journeys Group		761				96		0			4		853		58		0			2		909
Journeys		710				61		0			3		768		23		0			2		789
Journeys Kidz		50				24		0			1		73		18		0			0		91
Shi by Journeys		1				11		0			0		12		17		0			0		29
Underground Station Group		229				11		0			17		223		1		0			5		219
Underground Station		180				11		3			1		193		1		1			2		193
Jarman Retail		49				0		(3	)		16		30		0		(1	)		3		26
Hat World Group		641		49		104		0			9		785		51		0			7		829
Johnston & Murphy Group		142				13		0			7		148		6		0			0		154
Shops		107				7		0			5		109		4		0			0		113
Factory Outlets		35				6		0			2		39		2		0			0		41
Total Retail Units		1,773		49		224		0			37		2,009		116		0			14		2,111

Retail Units Operated — Three Months Ended August 4, 2007

	Balance								Balance
	05/05/07		Open		Conv		Close		08/04/07
Journeys Group		884		25		0		0		909
Journeys		777		12		0		0		789
Journeys Kidz		84		7		0		0		91
Shi by Journeys		23		6		0		0		29
Underground Station Group		223		0		0		4		219
Underground Station		195		0		0		2		193
Jarman Retail		28		0		0		2		26
Hat World Group		809		25		0		5		829
Johnston & Murphy Group		152		2		0		0		154
Shops		112		1		0		0		113
Factory Outlets		40		1		0		0		41
Total Retail Units		2,068		52		0		9		2,111

Constant Store Sales

	Three Months Ended						Six Months Ended
	August 4,			July 29,			August 4,			July 29,
	2007			2006			2007			2006
Journeys Group		-7	%		5	%		-2	%		3	%
Underground Station Group		-23	%		-6	%		-22	%		-5	%
Underground Station		-25	%		-5	%		-24	%		-3	%
Jarman Retail		-12	%		-11	%		-13	%		-10	%
Hat World Group		-2	%		0	%		-3	%		0	%
Johnston & Murphy Group		5	%		-3	%		4	%		-1	%
Shops		5	%		-2	%		4	%		0	%
Factory Outlets		6	%		-6	%		6	%		-3	%
Total Constant Store Sales		-6	%		1	%		-4	%		1	%