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):   September 28, 2012

The Finish Line, Inc.

(Exact name of registrant as specified in its charter)

Indiana	0-20184	35-1537210
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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

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:

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 September 28, 2012, The Finish Line, Inc. issued a press release discussing its results of operations for the thirteen and twenty-six weeks ended September 1, 2012, and its financial condition as of September 1, 2012.

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 8.01  Other Events.

The Company announced today that it has entered into an agreement with Macy’s, Inc., one of the premier retailers in the U.S., to operate Finish Line-branded athletic footwear shops in more than 450 Macy’s department stores in the U.S.  In addition, the Company will manage the athletic footwear assortment and inventory for approximately 225 other Macy’s stores in the U.S. that carry footwear.  Finish Line will be Macy’s exclusive partner of athletic footwear for men, women, and kids and Macy’s will be the exclusive host for Finish Line-branded in-store shops.  Athletic shoe assortments selected by Finish Line also will be available on macys.com, beginning in Spring 2013, subject to the signing of a final online agreement. 

Further information regarding this agreement is set forth in a press release issued on September 28, 2012, a copy of which is attached hereto as Exhibit 99.2.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release issued September 28, 2012, regarding results of operations
99.2	Press Release issued September 28, 2012, regarding agreement with Macy’s, 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.

	The Finish Line, Inc.
September 28, 2012	By:	/s/ Edward W. Wilhelm
		Name: Edward W. Wilhelm
		Title: Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description	Location
99.1	Press Release issued September 28, 2012, regarding results of operations	Attached
99.2	Press Release issued September 28, 2012, regarding agreement with Macy’s, Inc.	Attached

EX-99.1

Exhibit 99.1

 

Finish Line Reports Second Quarter Fiscal Year 2013 Results

Q2 comp store sales increased 12.3%; Q2 EPS of $0.49; Company Raises Full Year Outlook

INDIANAPOLIS, September 28, 2012 – The Finish Line, Inc. (NASDAQ: FINL) today reported results for the 13-week and 26-week periods ended September 1, 2012.

For the thirteen weeks ended September 1, 2012:

   · Consolidated net sales, inclusive of Finish Line and The Running Company, increased 16.1% to $385.0 million.

   · Finish Line comparable store sales increased 12.3% on top of an 11.0% increase for the same period a year ago.

   · Digital comparable sales, which are included in the comparable store sales results, were up 29.6%.

   · Earnings per diluted share increased 25.6% to $0.49.

“We are very pleased with the strength of our second quarter performance,” said Chairman and Chief Executive Officer Glenn Lyon. “Our ability to achieve double digit comps in the second quarter, on top of a double digit comp increase in the prior year period illustrates our ability to further expand our leadership position in athletic footwear. Second quarter sales were driven by market share gains in running and basketball as we have been able to capitalize on recent trends in each category enabled by our strong relationships with both vendors and consumers. Importantly, we translated a 16% top-line increase into 26% earnings growth even as we make the necessary investments in order to successfully execute our omni-channel vision. We move forward with sound strategies in place that we believe will further improve our consumer mindshare, deliver consistent sales and earnings growth, and return increased value to our shareholders.”

Balance Sheet

As of September 1, 2012, consolidated merchandise inventories increased 9.0% to $250.6 million compared to $229.8 million as of August 27, 2011. For Finish Line, merchandise inventories increased by 6.3%.

As of September 1, 2012, the company had no interest-bearing debt and $254.2 million in cash and cash equivalents, compared to $289.6 million a year ago.

Outlook

Based on second quarter results, the company now expects earnings per share for the fiscal year ending March 2, 2013 to increase between 6 to 9% over the $1.53 in fiscal 2012, which excludes the $0.07 impact from the 53rd week, up from its most recent guidance of 6 to 7% growth. This guidance assumes an annual comparable store sales increase of 6 to 8%.

Q2 Fiscal 2013 Conference Call Today, September 28, 2012 at 8:30 a.m.

The company will host a conference call for investors today, September 28, 2012, at 8:30 a.m. Eastern. To participate in the live conference call, dial 866-923-8645 (U.S. and Canada) or 660-422-4970 (International), conference ID #29801370. The live conference call will also be accessible online at www.finishline.com. A replay of the conference call can be accessed approximately two hours following the completion of the call by dialing 800-858-8367, conference ID #29801370. This recording will be made available through Friday, October 5, 2012. The replay will also be accessible online at www.finishline.com.

About Finish Line

The Finish Line, Inc. is a premium retailer of athletic shoes, apparel and accessories. The company has two retail divisions -- Finish Line, which operates 638 Finish Line brand stores in malls across the U.S., and The Running Specialty Group, which operates 19 specialty running shops in seven states and the District of Columbia under The Running Company banner. Finish Line stores employ more than 11,000 sneakerologists who help customers every 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. The Running Company stores carry a deep assortment of performance running shoes, apparel and accessories. Their trained experts advise everyone from beginner to advanced runners and provide free gait analysis to ensure the proper fit for each customer. The Running Company is tightly connected to its communities, hosting regular neighborhood group runs and sponsoring local races. More information on The Running Company can be found at www.run.com.

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 the use of words or phrases such as, but not limited to, “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “build,” “may,” “should,” “will,” “estimates,” “indication,” “potential,” “optimistic,” “confidence,” “momentum,” “continue,” “lead to,” “evolve,” “expand,” “growth” 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; the ability to timely fulfill and ship products to customers; fluctuations in oil prices causing changes in gasoline and energy prices, resulting in changes in consumer spending as well as increases in utility, freight and product costs; product demand and market acceptance risks; deterioration of macro-economic and business conditions; the inability to locate and obtain or retain acceptable lease terms for the company’s stores; the effect of competitive products and pricing; loss of key employees; execution of strategic growth initiatives (including actual and potential mergers and acquisitions and other components of the company’s capital allocation strategy); 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 the company 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 Weeks Ended			Thirteen Weeks Ended			Twenty-Six Weeks Ended			Twenty-Six Weeks Ended
	September 1,			August 27,			September 1,			August 27,
	2012			2011			2012			2011
Net sales	$	385,011		$	331,514		$	704,060		$	630,988
Cost of sales (including occupancy costs)		250,461			215,180			464,851			411,391
Gross profit		134,550			116,334			239,209			219,597
Selling, general and administrative expenses		94,711			82,076			179,557			158,751
Store closing costs		325			580			420			597
Operating income		39,514			33,678			59,232			60,249
Interest income, net		58			139			129			281
Income before income taxes		39,572			33,817			59,361			60,530
Income tax expense		15,136			12,897			22,844			23,194
Net income		24,436			20,920			36,517			37,336
Net loss attributable to redeemable noncontrolling interest		537			—			734			—
Net income attributable to The Finish Line, Inc.	$	24,973		$	20,920		$	37,251		$	37,336
Diluted earnings per share attributable to The Finish Line, Inc. shareholders	$	0.49		$	0.39		$	0.72		$	0.69
Diluted weighted average shares		50,866			53,143			51,135			53,573
Dividends declared per share	$	0.06		$	0.05		$	0.12		$	0.10
Finish Line store activity for the period:
Beginning of period		640			657			637			664
Opened		4			—			13			—
Closed		(6	)		(10	)		(12	)		(17	)
End of period		638			647			638			647
Square feet at end of period								3,449,041			3,487,044
Average square feet per store								5,406			5,390
Running Company store activity for the period:
Beginning of period		19			—			19			—
Opened		—			—			—			—
Closed		—			—			—			—
End of period		19			—			19			—
Square feet at end of period								60,436			—
Average square feet per store								3,181			—

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	September 1,			August 27,			September 1,			August 27,
	2012			2011			2012			2011
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales (including occupancy costs)		65.0			64.9			66.0			65.2
Gross profit		35.0			35.1			34.0			34.8
Selling, general and administrative expenses		24.6			24.7			25.5			25.1
Store closing costs		0.1			0.2			0.1			0.1
Operating income		10.3			10.2			8.4			9.6
Interest income, net		—			—			—			—
Income before income taxes		10.3			10.2			8.4			9.6
Income tax expense		3.9			3.9			3.2			3.7
Net income		6.4			6.3			5.2			5.9
Net loss attributable to redeemable noncontrolling interest		0.1			—			0.1			—
Net income attributable to The Finish Line, Inc.		6.5	%		6.3	%		5.3	%		5.9	%

	Condensed Consolidated Balance Sheets
	September 1,		August 27,		March 3,
	2012		2011		2012
	(Unaudited)		(Unaudited)
ASSETS
Cash and cash equivalents	$	254,225	$	289,625	$	307,494
Merchandise inventories, net		250,634		229,836		220,405
Other current assets		25,742		12,830		24,849
Property and equipment, net		157,539		122,200		126,997
Other assets		33,273		31,941		31,751
Total assets	$	721,413	$	686,432	$	711,496
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	$	138,814	$	155,859	$	138,683
Deferred credits from landlords		28,898		31,330		30,080
Other long-term liabilities		13,820		14,276		13,196
Redeemable noncontrolling interest		5,248		—		—
Shareholders' equity		534,633		484,967		529,537
Total liabilities and shareholders' equity	$	721,413	$	686,432	$	711,496

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

EX-99.2

Exhibit 99.2

Investor Contact:	Investor Contact:
Matt Stautberg	Ed Wilhelm
Investor Relations	Chief Financial Officer
513-579-7780	317-613-6914
Media Contact:	Media Contact:
Jim Sluzewski	Dianna Boyce
Corporate Communications	Corporate Communications
513-579-7764	317-613-6577

Finish Line to become exclusive partner of athletic shoes for Macy’s, both in-store and online

CINCINNATI and INDIANAPOLIS, September 28, 2012 – Macy’s, Inc. (NYSE: M), one of the premier retailers in the U.S., and The Finish Line, Inc. (NASDAQ: FINL), a premium retailer of athletic shoes, apparel and accessories, today announced that Finish Line-branded athletic footwear shops will be opened in more than 450 Macy’s department stores in the U.S. and online at macys.com.

The rollout process for the 450+ locations, which will be operated by Finish Line as leased departments, will start in Spring 2013 with completion expected by Fall 2014. For the remaining approximately 225 Macy’s stores that carry footwear, Finish Line will manage the athletic footwear assortment and inventory beginning in Spring 2013, without the staffing or branding provided in the leased departments. Athletic shoe assortments selected by Finish Line also will be available on macys.com, beginning in Spring 2013, subject to the signing of a final online agreement.

Finish Line will be Macy’s exclusive partner for men’s, women’s and kids athletic footwear and Macy’s will be the exclusive host for Finish Line-branded in-store shops.

Finish Line will recognize sales and corresponding profits, less the licensing fee paid to Macy’s. Longer term, this agreement is expected to result in additional sales to Finish Line of $250 million to $350 million annually.

“Finish Line is a widely recognized expert in athletic footwear for men, women, and kids including the best brands, newest technology and most current styles. We believe the enhanced footwear assortment they will bring to our customers at every full-line Macy’s store nationwide, as well as on macys.com, complements our rapidly developing offering of activewear merchandise,” said Jeff Gennette, Macy’s chief merchandising officer. “With Finish Line on our team for athletic shoes, Macy’s will be a comprehensive and compelling destination for footwear across all categories – from dress to casual to comfort to athletic – for men, women, and kids.”

 “This exciting agreement announced today with Macy’s propels Finish Line further as a leading omnichannel retailer,” stated Glenn Lyon, Chairman and Chief Executive Officer of Finish Line. “Macy’s large and profitable store portfolio, its customer base that is concentrated in a demographic that Finish Line has not penetrated to date, and most importantly, its customer-centric philosophy and omnichannel focus make them an ideal partner for us to broaden our reach beyond our bricks and mortar stores and our website. The strength of our brand, our strong vendor relationships that allow for an extremely compelling product offering, as well as our industry-leading omnichannel capabilities created this attractive opportunity.”

About Macy’s, Inc.

Macy’s, Inc., with corporate offices in Cincinnati and New York, is one of the nation’s premier retailers, with fiscal 2011 sales of $26.4 billion. The company operates about 840 department stores in 45 states, the District of Columbia, Guam and Puerto Rico under the names of Macy’s and Bloomingdale’s, as well as the macys.com and bloomingdales.com websites. The company also operates 10 Bloomingdale’s Outlet stores.

About Finish Line

The Finish Line, Inc. is a premium retailer of athletic shoes, apparel and accessories. Headquartered in Indianapolis, Finish Line has 638 stores in malls across the U.S. and employs more than 11,000 sneakerologists who help customers every 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.

Finish Line also operates, through a venture with Gart Capital Partners, the Running Specialty Group, including 19 specialty running shops in seven states and the District of Columbia under The Running Company banner. More information is available at www.run.com.

Forward-Looking Statements

This news release may contain certain statements that the company believes are, or may be considered to be, “forward-looking” statements 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 statements that include, but are not limited to, phrases such as “believe”, “future”, “intend”, “plan”, “expect”, “goal”, “may”, “should”, “will”, “estimate”, “provide”, “maintain”, “continue”, “create”, “launch”, “build”, “accelerate”, “potential”, or other similar words or phrases, or statements that describe objectives, plans or goals. All of these forward-looking statements are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contemplated by the relevant forward-looking statement. There are several principal risk factors that could cause actual performance and future actions to differ materially from the forward-looking statements, as noted in the company’s Securities and Exchange Commission filings and previous releases. The forward-looking statements included herein are made only as of the date of this report and the company undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.