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):  December 21, 2010

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):

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 December 21, 2010, The Finish Line, Inc. issued a press release discussing its results of operations and financial condition as of and for the thirteen and thirty-nine weeks ended November 27, 2010.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Current Report, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	99.1	Press Release issued December 21, 2010

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:  December 21, 2010	By:	/s/ Edward W. Wilhelm
		Edward W. Wilhelm
		Executive Vice President–Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued December 21, 2010

EX-99.1

Exhibit 99.1

Finish Line Reports Third Quarter FY 2011 Results

Comp store sales increase 10.1% with earnings of $0.08 per share

INDIANAPOLIS, Dec. 21, 2010 – The Finish Line, Inc. (NASDAQ: FINL) today reported results for the third quarter of fiscal 2011, representing the 13-week period ended November 27, 2010.

Third Quarter Results

Net sales increased 8.7% to $260.9 million in the third quarter compared to $240.1 million one year ago. Comparable store net sales increased 10.1% in the third quarter compared to an increase of 1.7% a year ago.

Finish Line reported third quarter income from continuing operations of $4.1 million, or $0.08 per diluted share compared to income from continuing operations of $6.5 million or $0.12 per diluted share a year ago, a figure that included a one-time $6.5 million tax benefit Finish Line recorded in the third quarter of last year. Without the tax benefit, third quarter non-GAAP income from continuing operations last year was $16,000 or $0.00 (flat) per diluted share.

Merchandise inventories increased by 10.4% to $262.2 million at the end of the quarter compared to $237.5 million a year ago. On a per-square-foot basis, inventories were up 13.0%.  For the same period a year ago, inventory per square foot declined by 11.0%.

At quarter end, the company had no interest-bearing debt and $222.0 million in cash and cash equivalents, up from $149.2 million at the end of the third quarter a year ago.

“Staying focused on the strategic plan we developed last year has again helped Finish Line deliver strong results,” said Chairman and Chief Executive Officer Glenn Lyon. “We continue to exceed our internal performance targets, yet there is more growth to come within our existing business. We believe that we can achieve annual double digit operating margins in the future by continuing to drive the top line in our stores and by accelerating growth in e-commerce, which will become an increasingly more significant factor in our business moving forward.”

Year-to-Date Results

Net sales increased 5.8% to $844.4 million, compared to $797.9 million for the same period a year ago. Year-to-date comparable store net sales increased 7.3% versus a 4.7% decrease last year.

For the 39 weeks ended November 27, 2010, Finish Line reported income from continuing operations of $34.6 million, or $0.63 per diluted share. This compares to   income from continuing operations of $20.0 million, or $0.36 per diluted share for the same period a year ago including the one-time $6.5 million tax benefit. Without the tax benefit, the year-to-date non-GAAP income from continuing operations was $13.5 million or $0.24 per diluted share. The $0.63 per diluted share represents a 163% increase over the prior year non-GAAP $0.24 per diluted share.

December Sales Update

Comparable store net sales, on a month-to-date basis for the period of November 28 through December 19, increased 4.5% on top of a 4.9% increase for the same period one year ago.

Q3 Conference Call Tomorrow, December 22, 2010

The company will host a conference call for investors Wednesday, December 22, 2010 at 8:30 a.m. Eastern. To participate in the conference call, dial 866-923-8645 (U.S. and Canada) or 660-422-4970 (International), conference ID#27174323. To listen online, visit www.finishline.com. A replay of the conference call can be accessed approximately two hours following the completion of the call at 800-642-1687, conference ID#27174323. This recording will be made available through Friday, December 24, 2010. In addition, the replay will be available online at www.finishline.com.

Q4 Fiscal Year 2011 Release/Conference Call

The company expects to report fourth quarter results Thursday, March 24, 2011 after market close followed by a conference call Friday, March 25, 2011 at approximately 8:30 a.m. Eastern.

About Finish Line

Finish Line is a premium retailer of athletic shoes, apparel and accessories. Headquartered in Indianapolis, Finish Line operates 669 stores in malls across the United States. More than 11,000 Finish Line sneakerologists help customers each day connect with their sport, their life and their style. Online shopping is available at www.finishline.com and mobile shopping is available at m.finishline.com.  Follow Finish Line on Twitter at Twitter.com/FinishLine and “like” Finish Line on Facebook at facebook.com/FinishLineUSA.

Forward-Looking Statements

This news release includes statements that are or may be considered “forward-looking” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by use of words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “will,” “estimates,” “potential,” “continue,” or words and phrases of similar meaning.

Statements that describe objectives, plans or goals also are forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. The principal risk factors that could cause actual performance and future actions to differ materially from the forward-looking statements include, but are not limited to, the company’s reliance on a few key vendors for a majority of its merchandise purchases (including a significant portion from one key vendor); the availability and timely receipt of products; fluctuations in oil prices causing changes in gasoline and energy prices, resulting in changes in consumer spending and utility and product costs; product demand and market acceptance risks; further deterioration of economic and business conditions; the inability to locate and obtain acceptable lease terms for the company’s stores; the effect of competitive products and pricings; loss of key employees; management of strategic growth initiatives; and the other risks detailed in the company’s Securities and Exchange Commission filings. Readers are urged to consider these factors carefully in evaluating the forward-looking statements.

The forward-looking statements included herein are made only as of the date of this report and Finish Line undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.

	The Finish Line, Inc.
	Consolidated Statements of Income (Unaudited)
	(In thousands, except per share and store data)
	Thirteen			Thirteen			Thirty-Nine			Thirty-Nine
	Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
	November 27,			November 28,			November 27,			November 28,
	2010			2009			2010			2009
Net sales	$	260,935		$	240,056		$	844,403		$	797,885
Cost of sales (including occupancy costs)		179,056			169,144			568,785			555,230
Gross profit		81,879			70,912			275,618			242,655
Selling, general and administrative expenses		75,278			70,351			219,835			218,765
Store closing costs		87			535			87			2,147
Operating income		6,514			26			55,696			21,743
Interest income, net		151			66			370			278
Income from continuing operations before income taxes		6,665			92			56,066			22,021
Income tax expense (benefit)		2,531			(6,439	)		21,459			1,983
Income from continuing operations		4,134			6,531			34,607			20,038
(Loss) income from discontinued operations, net of income taxes		(12	)		62			(25	)		(14,927	)
Net income	$	4,122		$	6,593		$	34,582		$	5,111
Income (loss) per diluted share:
Income from continuing operations	$	0.08		$	0.12		$	0.63		$	0.36
Loss from discontinued operations		-			-			-			(0.27	)
Net income	$	0.08		$	0.12		$	0.63		$	0.09
Diluted weighted average shares outstanding		53,351			54,877			53,878			54,615
Dividends declared per share	$	0.04		$	0.03		$	0.12		$	0.09
Store activity for the period (Finish Line only):
Beginning of period		667			681			666			689
Opened		4			4			11			5
Closed		(2	)		(4	)		(8	)		(13	)
End of period		669			681			669			681
Square feet at end of period								3,586,387			3,671,926
Average square feet per store								5,361			5,392

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	November 27,			November 28,			November 27,			November 28,
	2010			2009			2010			2009
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales (including occupancy costs)		68.6			70.5			67.4			69.6
Gross profit		31.4			29.5			32.6			30.4
Selling, general and administrative expenses		28.9			29.3			26.0			27.4
Store closing costs		-			0.2			-			0.3
Operating income		2.5			-			6.6			2.7
Interest income, net		0.1			-			-			-
Income from continuing operations before income taxes		2.6			-			6.6			2.7
Income tax expense (benefit)		1.0			(2.7	)		2.5			0.2
Income from continuing operations		1.6			2.7			4.1			2.5
Loss from discontinued operations, net of income taxes		-			-			-			(1.9	)
Net income		1.6	%		2.7	%		4.1	%		0.6	%

	Condensed Consolidated Balance Sheets
	November 27,		November 28,		February 27,
	2010		2009		2010
	(Unaudited)		(Unaudited)
ASSETS
Cash and cash equivalents	$	222,030	$	149,184	$	234,508
Merchandise inventories, net		262,160		237,459		190,894
Other current assets		29,714		36,312		18,205
Property and equipment, net		130,091		146,537		135,943
Other assets		32,097		24,990		30,718
Total assets	$	676,092	$	594,482	$	610,268
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	$	163,035	$	111,883	$	114,943
Deferred credits from landlords		36,583		42,407		40,006
Other long-term liabilities		14,194		11,505		13,169
Shareholders' equity		462,280		428,687		442,150
Total liabilities and shareholders' equity	$	676,092	$	594,482	$	610,268

The Finish Line, Inc.

Reconciliation of GAAP to Non-GAAP Consolidated Statements of Income (Unaudited)

Thirteen Weeks Ended November 27, 2010 and November 28, 2009

(In thousands, except per share data)

	Third Quarter Fiscal 2011								Third Quarter Fiscal 2010
	GAAP			Adjustments		Non-GAAP			GAAP			Adjustments			Non-GAAP
Net sales	$	260,935		$	-	$	260,935		$	240,056		$	-		$	240,056
Cost of sales (including occupancy costs)		179,056			-		179,056			169,144			-			169,144
Gross profit		81,879			-		81,879			70,912			-			70,912
Selling, general and administrative expenses		75,278			-		75,278			70,351			-			70,351
Store closing costs		87			-		87			535			-			535
Operating income		6,514			-		6,514			26			-			26
Interest income, net		151			-		151			66			-			66
Income from continuing operations before income taxes		6,665			-		6,665			92			-			92
Income tax expense (benefit) (1)		2,531			-		2,531			(6,439	)		6,515			76
Income from continuing operations		4,134			-		4,134			6,531			(6,515	)		16
(Loss) income from discontinued operations, net of income taxes		(12	)		-		(12	)		62			-			62
Net income	$	4,122		$	-	$	4,122		$	6,593		$	(6,515	)	$	78
Income (loss) per diluted share:
Income from continuing operations	$	0.08		$	-	$	0.08		$	0.12		$	(0.12	)	$	-
Loss from discontinued operations		-			-		-			-			-			-
Net income	$	0.08		$	-	$	0.08		$	0.12		$	(0.12	)	$	-
Diluted weighted average shares outstanding		53,351			-		53,351			54,877			-			54,877

	Third Quarter Fiscal 2011									Third Quarter Fiscal 2010
	GAAP			Adjustments			Non-GAAP			GAAP			Adjustments			Non-GAAP
Net sales		100.0	%		-	%		100.0	%		100.0	%		-	%		100.0	%
Cost of sales (including occupancy costs)		68.6			-			68.6			70.5			-			70.5
Gross profit		31.4			-			31.4			29.5			-			29.5
Selling, general and administrative expenses		28.9			-			28.9			29.3			-			29.3
Store closing costs		-			-			-			0.2			-			0.2
Operating income		2.5			-			2.5			-			-			-
Interest income, net		0.1			-			0.1			-			-			-
Income from continuing operations before income taxes		2.6			-			2.6			-			-			-
Income tax expense (benefit) (1)		1.0			-			1.0			(2.7	)		2.7			-
Income from continuing operations		1.6			-			1.6			2.7			(2.7	)		-
(Loss) income from discontinued operations, net of income taxes		-			-			-			-			-			-
Net income		1.6	%		-	%		1.6	%		2.7	%		(2.7	)%		-	%

Footnotes to explain adjustments

(1)  Fiscal 2010 amount reflects the one-time tax benefit related to the terminated merger.

The Finish Line, Inc.

Reconciliation of GAAP to Non-GAAP Consolidated Statements of Income (Unaudited)

Thirty-Nine Weeks Ended November 27, 2010 and November 28, 2009

(In thousands, except per share data)

	Thirty-Nine Weeks Ended								Thirty-Nine Weeks Ended
	November 27, 2010								November 28, 2009
	GAAP			Adjustments		Non-GAAP			GAAP			Adjustments			Non-GAAP
Net sales	$	844,403		$	-	$	844,403		$	797,885		$	-		$	797,885
Cost of sales (including occupancy costs)		568,785			-		568,785			555,230			-			555,230
Gross profit		275,618			-		275,618			242,655			-			242,655
Selling, general and administrative expenses		219,835			-		219,835			218,765			-			218,765
Store closing costs		87			-		87			2,147			-			2,147
Operating income		55,696			-		55,696			21,743			-			21,743
Interest income, net		370			-		370			278			-			278
Income from continuing operations before income taxes		56,066			-		56,066			22,021			-			22,021
Income tax expense (1)		21,459			-		21,459			1,983			6,515			8,498
Income from continuing operations		34,607			-		34,607			20,038			(6,515	)		13,523
Loss from discontinued operations, net of income taxes		(25	)		-		(25	)		(14,927	)		-			(14,927	)
Net income (loss)	$	34,582		$	-	$	34,582		$	5,111		$	(6,515	)	$	(1,404	)
Income (loss) per diluted share:
Income from continuing operations	$	0.63		$	-	$	0.63		$	0.36		$	(0.12	)	$	0.24
Loss from discontinued operations		-			-		-			(0.27	)		-			(0.27	)
Net income (loss)	$	0.63		$	-	$	0.63		$	0.09		$	(0.12	)	$	(0.03	)
Diluted weighted average shares outstanding		53,878			-		53,878			54,615			-			54,615

	Thirty-Nine Weeks Ended									Thirty-Nine Weeks Ended
	November 27, 2010									November 28, 2009
	GAAP			Adjustments			Non-GAAP			GAAP			Adjustments			Non-GAAP
Net sales		100.0	%		-	%		100.0	%		100.0	%		-	%		100.0	%
Cost of sales (including occupancy costs)		67.4			-			67.4			69.6			-			69.6
Gross profit		32.6			-			32.6			30.4			-			30.4
Selling, general and administrative expenses		26.0			-			26.0			27.4			-			27.4
Store closing costs		-			-			-			0.3			-			0.3
Operating income		6.6			-			6.6			2.7			-			2.7
Interest income, net		-			-			-			-			-			-
Income from continuing operations before income taxes		6.6			-			6.6			2.7			-			2.7
Income tax expense (1)		2.5			-			2.5			0.2			0.8			1.0
Income from continuing operations		4.1			-			4.1			2.5			(0.8	)		1.7
Loss from discontinued operations, net of income taxes		-			-			-			(1.9	)		-			(1.9	)
Net income (loss)		4.1	%		-	%		4.1	%		0.6	%		(0.8	)%		(0.2	)%

Footnotes to explain adjustments
    (1)  Fiscal 2010 amount reflects the one-time tax benefit related to the terminated merger.

Media Contact:	Investor Contact:
Anne Roman	Ed Wilhelm
Corporate Communications	Chief Financial Officer
317-613-6577	317-613-6914

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