8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):   July 3, 2009

The Finish Line, Inc.

(Exact Name of Registrant as Specified in Charter)

Indiana	0-20184	35-1537210
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3308 North Mitthoeffer Road, Indianapolis, Indiana	46235
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   (317) 899-1022

N/A

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01  Completion of Acquisition or Disposition of Assets.

On July 3, 2009, The Finish Line, Inc. (the “Company”) and its wholly owned subsidiary The Finish Line Man Alive, Inc. (“Man Alive”) completed the sale of its Man Alive retail business to Man Alive Acquisitions, LLC (“MA”), an entity controlled by Jimmy Khezrie, the owner and operator of Jimmy Jazz stores.  The sale was consummated pursuant to an Asset Purchase Agreement dated June 21, 2009 (the “Agreement”), and under the Agreement, MA acquired and assumed all of Man Alive’s leasehold interests (excluding the leasehold interest in Man Alive’s corporate headquarters), all furniture, fixtures and equipment at Man Alive’s retail stores, the inventory in the stores and in the Company’s distribution center, the inventory under open purchase order commitments, and all intellectual property of Man Alive, including the “Man Alive” and “Decibel” trademarks and trade names.

In consideration for the transaction, MA received a purchase price rebate from the Company and Man Alive of $7.7 million, of which $1.6 million was paid directly to MA. Of the remainder of the purchase price rebate, $4.1 million was deposited into an escrow account to be held and paid out under the terms of an escrow agreement, and $2.0 million will be paid in 12 equal monthly installments commencing in August 2009.

The foregoing description of the sale transaction does not purport to be a complete statement of the parties’ rights and obligations under the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 2.1 with the Current Report on Form 8-K filed on June 22, 2009, and incorporated herein by reference.

Unaudited pro forma condensed consolidated financial statements of the Company, which show the effects of the sale transaction, are attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(b)  Unaudited Pro Forma Financial Statements

The following unaudited pro forma condensed consolidated financial statements of the Company and its subsidiaries are attached hereto as Exhibit 99.1:

(i)	Unaudited pro forma condensed consolidated balance sheet of the Company as of May 30, 2009
(ii)	Unaudited pro forma consolidated statements of operations for the thirteen weeks ended May 30, 2009, February 28, 2009, November 29, 2008, August 30, 2008 and May 31, 2008
(iii)	Unaudited pro forma consolidated statements of operations for the years ended February 28, 2009, March 1, 2008 and March 3, 2007
(iv)	Notes to unaudited pro forma condensed consolidated financial statements

(d)  Exhibits

Exhibit Number	Description of Exhibit
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements

Forward Looking Statements

This Current Report on Form 8-K may contain forward looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward looking statements may involve known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed in or implied by such forward looking statements.

Factors relating to the MA transaction that could cause actual results to differ materially include, but are not limited to, the failure of MA to discharge its post-closing liabilities under the leases it is assuming from Man Alive, since this event could result in certain liabilities remaining with the Company.

Other factors that could cause results of the Company to differ materially include, but are not limited to: fluctuations in oil prices causing changes in gasoline and energy prices, resulting in changes in consumer spending and utility and product costs; changing consumer preferences; the Company’s inability to successfully market its footwear, apparel, accessories and other merchandise; price, product and other competition from other retailers (including internet and direct manufacturer sales); the unavailability of products; the inability to locate and obtain favorable lease terms for the Company’s stores; the loss of key employees; the effect of economic conditions including conditions resulting from the current turmoil in the financial services industry, depressed demand in the housing market and unemployment rates; management of growth, the outcome of litigation, and the other risks detailed in the Company’s Securities and Exchange Commission filings.

The Company 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.

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.

	The Finish Line, Inc.
Date: July 9, 2009	By:	/s/ Edward W. Wilhelm
		Edward W. Wilhelm
		Executive Vice President – Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit	Location
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements	Attached

EX-99.1

Exhibit 99.1

Unaudited Pro Forma Financial Statements

The following unaudited pro forma financial data reflects The Finish Line, Inc.’s (the “Company”) historical results as adjusted on a pro forma basis to give effect to the disposition of the Man Alive business (“Man Alive”), which became effective on July 4, 2009.  The Company will account for the disposition as a discontinued operation in its consolidated financial statements in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

The unaudited pro forma condensed consolidated balance sheet as of May 30, 2009 presents the financial position of the Company assuming the disposition of Man Alive had been completed on that date.  The following unaudited pro forma consolidated statements of operations for the fiscal years ended February 28, 2009, March 1, 2008, March 3, 2007, and for the thirteen weeks ended May 30, 2009, February 28, 2009, November 29, 2008, August 30, 2008 and May 31, 2008, present the Company’s results of operations assuming that the disposition of Man Alive had been completed on the first day of these respective periods. The adjustments set forth in the “Man Alive” column are described in the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

The unaudited pro forma condensed consolidated balance sheet and consolidated statements of operations for the periods presented do not purport to represent what the Company’s consolidated results of operations or financial position actually would have been had the disposition of Man Alive occurred on the dates noted above, or to project our consolidated results of operations for any future periods.  The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances.  The pro forma results should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended February 28, 2009 and the Company’s Quarterly Report on Form 10-Q for the quarterly periods ended May 30, 2009, November 29, 2008, August 30, 2008, and May 31, 2008.

The Finish Line, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

May 30, 2009

(in thousands)

	Historical		Man Alive			Pro Forma
ASSETS
Cash and cash equivalents	$	118,959	$	(7,699	) [B]	$	111,260
Merchandise inventories, net		241,571		(7,377	) [A]		234,194
Other current assets		16,215		(107	) [A]		16,108
Property and equipment, net		166,996		(6,779	) [A]		160,217
Other assets, net		39,575		—			39,575
Total assets	$	583,316	$	(21,962	)	$	561,354
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	$	95,363	$	(1,612	) [A]	$	93,751
Deferred credits from landlords		49,546		(6,110	) [A]		43,436
Other long-term liabilities		14,877		—			14,877
Shareholders' equity		423,530		(14,240	) [A][B]		409,290
Total liabilities and shareholders' equity	$	583,316	$	(21,962	)	$	561,354

The Finish Line, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Thirteen Weeks Ended May 30, 2009

(in thousands, except per share data)

	Historical			Man Alive [C]			Pro Forma
Net Sales	$	267,229		$	(8,133	)	$	259,096
Cost of sales (including occupancy costs)		190,171			(7,449	)		182,722
Gross Profit		77,058			(684	)		76,374
Selling, general and administrative expenses		77,983			(4,598	)		73,385
Operating (loss) income		(925	)		3,914			2,989
Interest income, net		104			—			104
(Loss) income from continuing operations before income taxes		(821	)		3,914			3,093
Income tax (benefit) expense		(215	)		1,549			1,334
(Loss) income from continuing operations	$	(606	)	$	2,365		$	1,759
(Loss) income per share from continuing operations:
Basic	$	(0.01	)				$	0.03
Diluted	$	(0.01	)				$	0.03
Weighted average shares outstanding:
Basic		54,153						54,153
Diluted		54,153						54,408

The Finish Line, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Thirteen Weeks Ended February 28, 2009

(in thousands, except per share data)

	Historical			Man Alive [C]			Pro Forma
Net Sales	$	364,148		$	(20,081	)	$	344,067
Cost of sales (including occupancy costs)		248,617			(18,762	)		229,855
Gross Profit		115,531			(1,319	)		114,212
Selling, general and administrative expenses		83,451			(5,431	)		78,020
Terminated merger-related income, net		(2,075	)		—			(2,075	)
Impairment charges		32,588			(26,470	)		6,118
Operating income		1,567			30,582			32,149
Interest income, net		128			(1	)		127
Income from continuing operations before income taxes		1,695			30,581			32,276
Income tax expense		2,900			9,724			12,624
(Loss) income from continuing operations	$	(1,205	)	$	20,857		$	19,652
(Loss) income per share from continuing operations:
Basic	$	(0.03	)				$	0.36
Diluted	$	(0.03	)				$	0.36
Weighted average shares outstanding:
Basic		54,026						54,026
Diluted		54,026						54,125

The Finish Line, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Thirteen Weeks Ended November 29, 2008

(in thousands, except per share data)

	Historical			Man Alive [C]			Pro Forma
Net Sales	$	256,864		$	(16,293	)	$	240,571
Cost of sales (including occupancy costs)		190,280			(14,671	)		175,609
Gross Profit		66,584			(1,622	)		64,962
Selling, general and administrative expenses		81,060			(5,494	)		75,566
Terminated merger-related costs, net		23			—			23
Operating loss		(14,499	)		3,872			(10,627	)
Interest income, net		194			(5	)		189
Loss from continuing operations before income taxes		(14,305	)		3,867			(10,438	)
Income tax benefit		(5,462	)		1,527			(3,935	)
Loss from continuing operations	$	(8,843	)	$	2,340		$	(6,503	)
Loss per share from continuing operations:
Basic	$	(0.16	)				$	(0.12	)
Diluted	$	(0.16	)				$	(0.12	)
Weighted average shares outstanding:
Basic		53,935						53,935
Diluted		53,935						53,935

The Finish Line, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Thirteen Weeks Ended August 30, 2008

(in thousands, except per share data)

	Historical		Man Alive [C]			Pro Forma
Net Sales	$	353,312	$	(16,312	)	$	337,000
Cost of sales (including occupancy costs)		242,600		(12,860	)		229,740
Gross Profit		110,712		(3,452	)		107,260
Selling, general and administrative expenses		89,260		(6,248	)		83,012
Terminated merger-related costs, net		45		—			45
Operating income		21,407		2,796			24,203
Interest income, net		244		(1	)		243
Income from continuing operations before income taxes		21,651		2,795			24,446
Income tax expense		8,431		1,104			9,535
Income from continuing operations	$	13,220	$	1,691		$	14,911
Income per share from continuing operations:
Basic	$	0.24				$	0.27
Diluted	$	0.24				$	0.27
Weighted average shares outstanding:
Basic		53,902					53,902
Diluted		54,334					54,334

The Finish Line, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Thirteen Weeks Ended May 31, 2008

(in thousands, except per share data)

	Historical		Man Alive [C]			Pro Forma
Net Sales	$	287,939	$	(14,920	)	$	273,019
Cost of sales (including occupancy costs)		204,812		(11,877	)		192,935
Gross Profit		83,127		(3,043	)		80,084
Selling, general and administrative expenses		81,389		(5,484	)		75,905
Terminated merger-related costs, net		38		—			38
Operating income		1,700		2,441			4,141
Interest income, net		255		—			255
Income from continuing operations before income taxes		1,955		2,441			4,396
Income tax expense		1,090		964			2,054
Income from continuing operations	$	865	$	1,477		$	2,342
Income per share from continuing operations:
Basic	$	0.02				$	0.04
Diluted	$	0.02				$	0.04
Weighted average shares outstanding:
Basic		53,523					53,523
Diluted		53,680					53,680

The Finish Line, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended February 28, 2009

(in thousands, except per share data)

	Historical			Man Alive [C]			Pro Forma
Net Sales	$	1,262,263		$	(67,606	)	$	1,194,657
Cost of sales (including occupancy costs)		886,309			(58,170	)		828,139
Gross Profit		375,954			(9,436	)		366,518
Selling, general and administrative expenses		335,160			(22,657	)		312,503
Terminated merger-related income, net		(1,969	)		—			(1,969	)
Impairment charges		32,588			(26,470	)		6,118
Operating income		10,175			39,691			49,866
Interest income, net		821			(7	)		814
Income from continuing operations before income taxes		10,996			39,684			50,680
Income tax expense		6,959			13,319			20,278
Income from continuing operations	$	4,037		$	26,365		$	30,402
Income per share from continuing operations:
Basic	$	0.07					$	0.56
Diluted	$	0.07					$	0.55
Weighted average shares outstanding:
Basic		53,846						53,846
Diluted		54,108						54,108

The Finish Line, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended March 1, 2008

(in thousands, except per share data)

	Historical			Man Alive [C]			Pro Forma
Net Sales	$	1,277,162		$	(76,299	)	$	1,200,863
Cost of sales (including occupancy costs)		905,726			(62,438	)		843,288
Gross Profit		371,436			(13,861	)		357,575
Selling, general and administrative expenses		342,234			(23,700	)		318,534
Terminated merger-related costs		91,354			—			91,354
Impairment charges		5,661			(1,110	)		4,551
Operating loss		(67,813	)		10,949			(56,864	)
Interest income, net		1,380			—			1,380
Loss from continuing operations before income taxes		(66,433	)		10,949			(55,484	)
Income tax benefit		(17,931	)		4,318			(13,613	)
Loss from continuing operations	$	(48,502	)	$	6,631		$	(41,871	)
Loss per share from continuing operations:
Basic	$	(1.03	)				$	(0.89	)
Diluted	$	(1.03	)				$	(0.89	)
Weighted average shares outstanding:
Basic		47,196						47,196
Diluted		47,196						47,196

The Finish Line, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended March 3, 2007

(in thousands, except per share data)

	Historical		Man Alive [C]			Pro Forma
Net Sales	$	1,331,959	$	(69,353	)	$	1,262,606
Cost of sales (including occupancy costs)		929,693		(51,601	)		878,092
Gross Profit		402,266		(17,752	)		384,514
Selling, general and administrative expenses		335,019		(19,797	)		315,222
Impairment charges		3,559		—			3,559
Operating income		63,688		2,045			65,733
Interest income, net		1,021		6			1,027
Income from continuing operations before income taxes		64,709		2,051			66,760
Income tax expense		24,445		785			25,230
Income from continuing operations	$	40,264	$	1,266		$	41,530
Income per share from continuing operations:
Basic	$	0.85				$	0.87
Diluted	$	0.84				$	0.87
Weighted average shares outstanding:
Basic		47,250					47,250
Diluted		47,757					47,757

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Man Alive Adjustments

Man Alive adjustments reflect those adjustments which are directly attributable to the disposition and include the following:

[A] Eliminates the financial position of The Finish Line Man Alive, Inc., the subsidiary that owned the Man Alive business (“Man Alive”).

[B] Reflects the $7.7 million paid by the Company to Man Alive Acquisitions, LLC for the disposition of Man Alive.

[C] Eliminates the results of operations of Man Alive.