UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X]
|
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the quarterly period ended
July 29, 2017
|
|
or
|
[ ]
|
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from ____________________
to ____________________
|
Commission File Number:
|
0-21360
|
|
|
Shoe Carnival, Inc.
|
(Exact name of registrant as specified in its charter)
|
Indiana
|
|
35-1736614
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer Identification Number)
|
|
|
|
7500 East Columbia Street
Evansville, IN
|
|
47715
|
(Address of principal executive offices)
|
|
(Zip code)
|
(812) 867-6471
|
(Registrant’s telephone number, including area code)
|
|
NOT APPLICABLE
|
(Former name, former address and former fiscal year, if changed since last
report)
|
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”,
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [X] Accelerated
filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ] Emerging growth company
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.
Number of Shares of Common Stock, $.01 par value, outstanding
at August 25, 2017 was 17,019,769.
SHOE CARNIVAL, INC.
INDEX TO FORM 10-Q
|
|
|
Page
|
Part I
|
Financial Information
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
Condensed Consolidated Balance Sheets
|
3
|
|
Condensed Consolidated Statements of Income
|
4
|
|
Condensed Consolidated Statement of Shareholders’ Equity
|
5
|
|
Condensed Consolidated Statements of Cash Flows
|
6
|
|
Notes to Condensed Consolidated Financial Statements
|
7
|
|
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition
and
Results of Operations
|
13
|
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
20
|
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
20
|
|
|
|
Part II
|
Other Information
|
|
|
Item 1A.
|
Risk Factors
|
21
|
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
21
|
|
|
|
|
|
Item 6.
|
Exhibits
|
22
|
|
|
|
|
Signature
|
23
|
SHOE CARNIVAL, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands, except share data)
|
|
July 29,
2017
|
|
January 28,
2017
|
|
July 30,
2016
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
18,531
|
|
|
$
|
62,944
|
|
|
$
|
41,549
|
|
Accounts receivable
|
|
|
2,798
|
|
|
|
4,424
|
|
|
|
3,185
|
|
Merchandise inventories
|
|
|
357,467
|
|
|
|
279,646
|
|
|
|
351,220
|
|
Deferred income taxes
|
|
|
0
|
|
|
|
0
|
|
|
|
2,680
|
|
Other
|
|
|
7,029
|
|
|
|
4,737
|
|
|
|
7,991
|
|
Total Current Assets
|
|
|
385,825
|
|
|
|
351,751
|
|
|
|
406,625
|
|
Property and equipment - net
|
|
|
96,046
|
|
|
|
96,216
|
|
|
|
103,363
|
|
Deferred income taxes
|
|
|
10,072
|
|
|
|
9,600
|
|
|
|
7,045
|
|
Other noncurrent assets
|
|
|
869
|
|
|
|
911
|
|
|
|
1,053
|
|
Total Assets
|
|
$
|
492,812
|
|
|
$
|
458,478
|
|
|
$
|
518,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
93,829
|
|
|
$
|
67,808
|
|
|
$
|
116,989
|
|
Accrued and other liabilities
|
|
|
20,367
|
|
|
|
18,488
|
|
|
|
19,759
|
|
Total Current Liabilities
|
|
|
114,196
|
|
|
|
86,296
|
|
|
|
136,748
|
|
Long-term debt
|
|
|
26,700
|
|
|
|
0
|
|
|
|
0
|
|
Deferred lease incentives
|
|
|
28,909
|
|
|
|
30,751
|
|
|
|
30,634
|
|
Accrued rent
|
|
|
10,977
|
|
|
|
11,255
|
|
|
|
11,407
|
|
Deferred compensation
|
|
|
11,141
|
|
|
|
10,465
|
|
|
|
10,022
|
|
Other
|
|
|
686
|
|
|
|
829
|
|
|
|
811
|
|
Total Liabilities
|
|
|
192,609
|
|
|
|
139,596
|
|
|
|
189,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value, 50,000,000 shares authorized, 20,552,245 shares, 20,569,198 shares and 20,599,601 shares issued, respectively
|
|
|
206
|
|
|
|
206
|
|
|
|
206
|
|
Additional paid-in capital
|
|
|
61,638
|
|
|
|
65,272
|
|
|
|
63,753
|
|
Retained earnings
|
|
|
322,473
|
|
|
|
312,641
|
|
|
|
306,458
|
|
Treasury stock, at cost, 3,533,262 shares, 2,433,925 shares and 1,777,305 shares, respectively
|
|
|
(84,114
|
)
|
|
|
(59,237
|
)
|
|
|
(41,953
|
)
|
Total Shareholders’ Equity
|
|
|
300,203
|
|
|
|
318,882
|
|
|
|
328,464
|
|
Total Liabilities and Shareholders’ Equity
|
|
$
|
492,812
|
|
|
$
|
458,478
|
|
|
$
|
518,086
|
|
See notes to Condensed Consolidated Financial Statements.
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited
(In thousands, except per share data)
|
|
Thirteen
Weeks Ended
July 29,
2017
|
|
Thirteen
Weeks Ended
July 30,
2016
|
|
Twenty-six
Weeks Ended
July 29,
2017
|
|
Twenty-six
Weeks Ended
July 30,
2016
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
235,064
|
|
|
$
|
231,907
|
|
|
$
|
488,453
|
|
|
$
|
492,377
|
|
Cost of sales (including buying,
distribution and occupancy costs)
|
|
|
166,837
|
|
|
|
164,677
|
|
|
|
348,070
|
|
|
|
349,591
|
|
Gross profit
|
|
|
68,227
|
|
|
|
67,230
|
|
|
|
140,383
|
|
|
|
142,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
61,803
|
|
|
|
60,570
|
|
|
|
120,732
|
|
|
|
118,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
6,424
|
|
|
|
6,660
|
|
|
|
19,651
|
|
|
|
23,945
|
|
Interest income
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(5
|
)
|
Interest expense
|
|
|
149
|
|
|
|
41
|
|
|
|
191
|
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
6,276
|
|
|
|
6,621
|
|
|
|
19,462
|
|
|
|
23,866
|
|
Income tax expense
|
|
|
2,380
|
|
|
|
2,517
|
|
|
|
7,335
|
|
|
|
9,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,896
|
|
|
$
|
4,104
|
|
|
$
|
12,127
|
|
|
$
|
14,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
$
|
0.73
|
|
|
$
|
0.78
|
|
Diluted
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
$
|
0.73
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
16,091
|
|
|
|
18,277
|
|
|
|
16,453
|
|
|
|
18,526
|
|
Diluted
|
|
|
16,094
|
|
|
|
18,282
|
|
|
|
16,457
|
|
|
|
18,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per share
|
|
$
|
0.075
|
|
|
$
|
0.070
|
|
|
$
|
0.145
|
|
|
$
|
0.135
|
|
See notes to Condensed Consolidated Financial Statements.
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Unaudited
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Retained
|
|
Treasury
|
|
|
(In thousands)
|
|
Issued
|
|
Treasury
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Stock
|
|
Total
|
Balance at January 28, 2017
|
|
|
20,569
|
|
|
|
(2,434
|
)
|
|
$
|
206
|
|
|
$
|
65,272
|
|
|
$
|
312,641
|
|
|
$
|
(59,237
|
)
|
|
$
|
318,882
|
|
Adoption of Accounting Standards Update No. 2016-09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(188
|
)
|
|
|
188
|
|
|
|
|
|
|
|
0
|
|
Dividends declared ($0.145 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,483
|
)
|
|
|
|
|
|
|
(2,483
|
)
|
Stock option exercises
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
(58
|
)
|
|
|
|
|
|
|
84
|
|
|
|
26
|
|
Employee stock purchase plan purchases
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
(28
|
)
|
|
|
|
|
|
|
144
|
|
|
|
116
|
|
Restricted stock awards
|
|
|
(17
|
)
|
|
|
138
|
|
|
|
|
|
|
|
(4,524
|
)
|
|
|
|
|
|
|
4,524
|
|
|
|
0
|
|
Shares surrendered by employees to pay taxes on restricted stock
|
|
|
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(286
|
)
|
|
|
(286
|
)
|
Purchase of common stock for treasury
|
|
|
|
|
|
|
(1,235
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29,343
|
)
|
|
|
(29,343
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,164
|
|
|
|
|
|
|
|
|
|
|
|
1,164
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,127
|
|
|
|
|
|
|
|
12,127
|
|
Balance at July 29, 2017
|
|
|
20,552
|
|
|
|
(3,533
|
)
|
|
$
|
206
|
|
|
$
|
61,638
|
|
|
$
|
322,473
|
|
|
$
|
(84,114
|
)
|
|
$
|
300,203
|
|
See notes to Condensed Consolidated Financial Statements.
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In thousands)
|
|
Twenty-six
Weeks Ended
July 29,
2017
|
|
Twenty-six
Weeks Ended
July 30,
2016
|
|
|
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
12,127
|
|
|
$
|
14,765
|
|
Adjustments to reconcile net income to net cash (used
in) provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
11,961
|
|
|
|
11,773
|
|
Stock-based compensation
|
|
|
927
|
|
|
|
2,123
|
|
Loss on retirement and impairment of assets
|
|
|
1,705
|
|
|
|
59
|
|
Deferred income taxes
|
|
|
(472
|
)
|
|
|
(1,506
|
)
|
Lease incentives
|
|
|
1,560
|
|
|
|
898
|
|
Other
|
|
|
(3,140
|
)
|
|
|
(1,973
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
1,626
|
|
|
|
(1,054
|
)
|
Merchandise inventories
|
|
|
(77,821
|
)
|
|
|
(58,341
|
)
|
Accounts payable and accrued liabilities
|
|
|
27,356
|
|
|
|
49,229
|
|
Other
|
|
|
(2,329
|
)
|
|
|
(3,381
|
)
|
Net cash (used in) provided by operating activities
|
|
|
(26,500
|
)
|
|
|
12,592
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(12,737
|
)
|
|
|
(11,910
|
)
|
Net cash used in investing activities
|
|
|
(12,737
|
)
|
|
|
(11,910
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
Borrowings under line of credit
|
|
|
79,200
|
|
|
|
0
|
|
Payments on line of credit
|
|
|
(52,500
|
)
|
|
|
0
|
|
Proceeds from issuance of stock
|
|
|
142
|
|
|
|
133
|
|
Dividends paid
|
|
|
(2,389
|
)
|
|
|
(2,533
|
)
|
Excess tax benefits from stock-based compensation
|
|
|
0
|
|
|
|
2
|
|
Purchase of common stock for treasury
|
|
|
(29,343
|
)
|
|
|
(25,238
|
)
|
Shares surrendered by employees to pay taxes on restricted stock
|
|
|
(286
|
)
|
|
|
(311
|
)
|
Net cash used in financing activities
|
|
|
(5,176
|
)
|
|
|
(27,947
|
)
|
Net decrease in cash and cash equivalents
|
|
|
(44,413
|
)
|
|
|
(27,265
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
62,944
|
|
|
|
68,814
|
|
Cash and Cash Equivalents at End of Period
|
|
$
|
18,531
|
|
|
$
|
41,549
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during period for interest
|
|
$
|
112
|
|
|
$
|
84
|
|
Cash paid during period for income taxes
|
|
$
|
7,883
|
|
|
$
|
11,482
|
|
Capital expenditures incurred but not yet paid
|
|
$
|
925
|
|
|
$
|
576
|
|
See notes to Condensed Consolidated Financial Statements.
SHOE CARNIVAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Note 1 - Basis of Presentation
In our opinion, the accompanying Unaudited
Condensed Consolidated Financial Statements and notes have been prepared in accordance with the rules and regulations of the Securities
and Exchange Commission (the “SEC”) for interim financial information and contain all normal recurring adjustments necessary
to present fairly our financial position and the results of our operations and our cash flows for the periods presented. Certain
information and disclosures normally included in the notes to Condensed Consolidated Financial Statements have been condensed or
omitted according to the rules and regulations of the SEC, although we believe that the disclosures are adequate to make the information
presented not misleading. The results of operations for the interim periods are not necessarily indicative of the results to be
expected for the full year. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited
Consolidated Financial Statements and the notes thereto contained in our
Annual Report on Form 10-K for
the fiscal year ended January 28, 2017.
Note 2 - Net Income Per Share
The following tables set forth the computation
of basic and diluted earnings per share as shown on the face of the accompanying Condensed Consolidated Statements of Income:
|
|
Thirteen Weeks Ended
|
|
|
July 29, 2017
|
|
July 30, 2016
|
|
|
(In thousands, except per share data)
|
|
|
|
Basic Earnings per Share:
|
|
Net
Income
|
|
|
Shares
|
|
|
Per
Share
Amount
|
|
|
Net
Income
|
|
|
Shares
|
|
|
Per
Share
Amount
|
|
Net income
|
|
$
|
3,896
|
|
|
|
|
|
|
|
|
|
|
$
|
4,104
|
|
|
|
|
|
|
|
|
|
Amount allocated to participating securities
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
(87
|
)
|
|
|
|
|
|
|
|
|
Net income available for basic common shares and basic earnings per share
|
|
$
|
3,836
|
|
|
|
16,091
|
|
|
$
|
0.24
|
|
|
$
|
4,017
|
|
|
|
18,277
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,896
|
|
|
|
|
|
|
|
|
|
|
$
|
4,104
|
|
|
|
|
|
|
|
|
|
Amount allocated to participating securities
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
(87
|
)
|
|
|
|
|
|
|
|
|
Adjustment for dilutive potential common shares
|
|
|
0
|
|
|
|
3
|
|
|
|
|
|
|
|
0
|
|
|
|
5
|
|
|
|
|
|
Net income available for diluted common shares and diluted earnings per share
|
|
$
|
3,836
|
|
|
|
16,094
|
|
|
$
|
0.24
|
|
|
$
|
4,017
|
|
|
|
18,282
|
|
|
$
|
0.22
|
|
|
|
Twenty-six Weeks Ended
|
|
|
July 29, 2017
|
|
July 30, 2016
|
|
|
(In thousands, except per share data)
|
|
|
|
Basic Earnings per Share:
|
|
Net
Income
|
|
|
Shares
|
|
|
Per
Share
Amount
|
|
|
Net
Income
|
|
|
Shares
|
|
|
Per
Share
Amount
|
|
Net income
|
|
$
|
12,127
|
|
|
|
|
|
|
|
|
|
|
$
|
14,765
|
|
|
|
|
|
|
|
|
|
Amount allocated to participating securities
|
|
|
(171
|
)
|
|
|
|
|
|
|
|
|
|
|
(303
|
)
|
|
|
|
|
|
|
|
|
Net income available for basic common shares and basic earnings per share
|
|
$
|
11,956
|
|
|
|
16,453
|
|
|
$
|
0.73
|
|
|
$
|
14,462
|
|
|
|
18,526
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
12,127
|
|
|
|
|
|
|
|
|
|
|
$
|
14,765
|
|
|
|
|
|
|
|
|
|
Amount allocated to participating securities
|
|
|
(171
|
)
|
|
|
|
|
|
|
|
|
|
|
(303
|
)
|
|
|
|
|
|
|
|
|
Adjustment for dilutive potential common shares
|
|
|
0
|
|
|
|
4
|
|
|
|
|
|
|
|
0
|
|
|
|
5
|
|
|
|
|
|
Net income available for diluted common shares and diluted earnings per share
|
|
$
|
11,956
|
|
|
|
16,457
|
|
|
$
|
0.73
|
|
|
$
|
14,462
|
|
|
|
18,531
|
|
|
$
|
0.78
|
|
Our basic and diluted earnings per share
are computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for
each class of common stock and participating securities according to their participation rights in dividends and undistributed
earnings or losses. Non-vested restricted stock awards that include non-forfeitable rights to dividends are considered participating
securities. During periods of undistributed losses, however, no effect is given to our participating securities since they do not
share in the losses. Per share amounts are computed by dividing net income available to common shareholders by the weighted average
shares outstanding during each period. No options to purchase shares of common stock were excluded in the computation of diluted
shares for the periods presented.
Note 3 - Recently Issued Accounting
Pronouncements
In May 2014, the Financial Accounting Standards
Board (“FASB”) issued guidance on the recognition of revenue for all contracts with customers designed to improve comparability
and enhance financial statement disclosures. Subsequently, the FASB has also issued accounting standards updates which clarify
the guidance. The underlying principle of this comprehensive model is that revenue is recognized to depict the transfer of promised
goods or services to customers in an amount that reflects the payment to which the company expects to be entitled in exchange for
those goods or services. In August 2015, the FASB subsequently issued guidance which approved a one year deferral of the guidance
until annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017, which
makes the guidance effective for us at the beginning of fiscal 2018, including interim periods within that fiscal year. While we
have made progress on our scoping review and assessment phase, we are still evaluating the impact this guidance will have on our
financial statements and related disclosures, and we are continuing to evaluate the method of adoption we will use when we transition
to this guidance. At this time the key areas of focus include timing of recognizing revenue for our
multi-channel business, recognition of breakage revenue for unredeemed gift cards, our customer loyalty program, and presentation of customer related return reserves
on the balance sheet.
In July 2015, the FASB issued guidance
on simplifying the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value.
The new guidance does not apply to inventory measured using the last-in-first-out or the retail inventory valuation methods. We
adopted the provisions of this guidance on January 29, 2017. The adoption of this guidance did not have a material impact on our
consolidated financial position, results of operations or cash flows.
In February 2016, the FASB issued guidance
which will replace most existing lease accounting guidance. This update requires an entity to recognize leased assets and the rights
and obligations created by those leased assets on the balance sheet and to disclose key information about the entity’s leasing
arrangements. The guidance will be effective at the beginning of fiscal 2019, including interim periods within that fiscal year,
and will be applied on a modified retrospective basis. We are evaluating the impact of this guidance on our consolidated financial
position, results of operations and cash flows. The adoption of the guidance will require us to recognize
right-of-use assets and lease liabilities that will be material to our consolidated balance sheet.
In March 2016, the FASB issued guidance
intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification
in the statement of cash flows and forfeitures. We adopted the provisions of this guidance on January 29, 2017. As a result of
this adoption, all tax-related cash flows resulting from share-based payments in fiscal 2017 are presented as operating activities
on the statements of cash flows, as we elected to adopt this portion of the guidance on a prospective basis. Additionally, we made
an accounting policy election to account for forfeitures when they occur rather than estimating the number of awards that are expected
to vest. As a result of this election, we recorded a cumulative-effect benefit of $188,000 to retained earnings as of the date
of adoption.
In November 2016, the FASB issued guidance
for restricted cash classification and presentation on the statement of cash flows, requiring
restricted cash to be included within cash and cash equivalents on the statement of cash flows.
The guidance will be effective
at the beginning of fiscal 2018, including interim periods within that fiscal year, and will be applied on a retrospective basis.
We do not believe the guidance will have a material impact on our condensed consolidated statement of cash flows.
In May 2017, the FASB issued guidance which
clarifies what constitutes a modification of a share-based payment award. The guidance will be effective at the beginning of fiscal
2018, including interim periods within that fiscal year, and early adoption is permitted. The guidance requires adoption on a prospective
basis for share-based payment awards modified on or after the adoption date We do not believe the guidance will have a material
impact on our condensed consolidated financial position, results of operations or cash flows.
Note 4 - Fair Value Measurements
The accounting standards related to fair
value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature.
Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent
sources, while unobservable inputs reflect market assumptions. This guidance only applies when other standards require or permit
the fair value measurement of assets and liabilities. The guidance does not expand the use of fair value measurements. A fair value
hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels:
|
·
|
Level 1 – Quoted prices in active markets for identical assets or liabilities;
|
|
·
|
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by
market data; and
|
|
·
|
Level 3 – Significant unobservable inputs that are not corroborated by market data. Generally,
these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information
available, including our own data. Fair values of our long-lived assets are estimated using an income-based approach and are classified
within Level 3 of the valuation hierarchy.
|
The following table presents assets that
are measured at fair value on a recurring basis at July 29, 2017,
January 28, 2017 and July 30, 2016. We have no material liabilities measured at fair value on a recurring or non-recurring basis.
|
|
Fair Value Measurements
|
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
As of July 29, 2017:
|
|
|
|
|
|
|
|
|
Cash equivalents – money market account
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 28, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents– money market account
|
|
$
|
114
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents – money market account
|
|
$
|
114
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
114
|
|
The
fair values of cash, receivables, accounts payable, accrued expenses and other current liabilities approximate their carrying
values because of their short-term nature. In addition, we believe that our credit facility obligation, which is recorded at historical
cost and is classified as long-term debt on our condensed consolidated balance sheet as of July 29, 2017, approximates fair value
as the interest rate is adjusted based on current market rates.
From time to time, we measure certain assets
at fair value on a non-recurring basis, specifically long-lived assets evaluated for impairment. These are typically store
specific assets, which are reviewed for impairment whenever events or changes in circumstances indicate that recoverability of
their carrying value is questionable. If the expected, undiscounted future cash flows related to a store’s assets are
less than their carrying value, an impairment loss would be recognized for the difference between estimated fair value and carrying
value and recorded in selling, general and administrative expenses. We estimate the fair value of store assets using an income-based
approach considering the cash flows expected over the remaining lease term for each location. These projections are primarily based
on management’s estimates of store-level sales, gross margins, direct expenses, exercise of future lease renewal options
and resulting cash flows and, by their nature, include judgments about how current initiatives will impact future performance.
External factors, such as the local environment in which the store resides, including strip-mall traffic and competition, are evaluated
in terms of their effect on sales trends. Changes in sales and operating income assumptions or unfavorable changes in external
factors can significantly impact the estimated future cash flows. An increase or decrease in the projected cash flow can significantly
decrease or increase the fair value of these assets, which would have an effect on the impairment recorded.
During the thirteen weeks ended July 29,
2017, we recorded an impairment charge of $916,000 on long-lived assets. Subsequent to this impairment, these long-lived assets
had a remaining unamortized basis of $286,000. During the twenty-six weeks ended July 29, 2017, we recorded an impairment charge
of $1.6 million on long-lived assets. Subsequent to this impairment, these long-lived assets had a remaining unamortized basis
of $1.3 million. There were no impairments of long-lived assets recorded during the thirteen or twenty-six weeks ended July 30,
2016.
Note 5 - Stock-Based Compensation
At our 2017 annual meeting of shareholders held on June 13, 2017, our shareholders approved a new equity incentive plan, the
Shoe Carnival, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which replaces our 2000 Stock Option and Incentive
Plan, as amended (the “2000 Plan”). According to the terms of the 2017 Plan, upon approval of the 2017 Plan by
our shareholders, no further awards may be made under the 2000 Plan. A maximum of 1,000,000 shares of our common stock are
available for issuance and sale under the 2017 Plan. In addition, any shares of our common stock subject to an award granted
under the 2017 Plan, or to an award granted under the 2000 Plan that was outstanding on the date our shareholders approved
the 2017 Plan, that expires, is cancelled or forfeited, or is settled for cash will, to the extent of such cancellation, forfeiture,
expiration or cash settlement, automatically become available for future awards under the 2017 Plan.
Stock-based compensation
includes stock options, cash-settled stock appreciation rights (SARs) and restricted stock awards. Additionally, we recognize stock-based
compensation expense for the discount on shares sold to employees through our employee stock purchase plan. For the thirteen and
twenty-six weeks ended July 29, 2017, stock-based compensation expense for the employee stock purchase plan was $9,000 before the
income tax benefit of $3,000 and $20,000 before the income tax benefit of $8,000, respectively. For the thirteen and twenty-six
weeks ended July 30, 2016, stock-based compensation expense
for the employee stock purchase plan was $11,000 before the income tax benefit of $4,000 and $24,000 before the income tax benefit
of $9,000, respectively.
No stock options have
been granted since fiscal 2008. All outstanding options had vested as of the end of fiscal 2011; therefore no unrecognized compensation
expense remains. In the first six months of fiscal 2017 there were 3,500 options exercised and there were 3,500 options outstanding
and exercisable as of July 29, 2017.
The following section summarizes the share
transactions for our restricted stock awards:
|
|
Number of
Shares
|
|
Weighted-
Average Grant
Date Fair
Value
|
Restricted stock at January 28, 2017
|
|
|
964,858
|
|
|
$
|
22.63
|
|
Granted
|
|
|
273,398
|
|
|
|
24.10
|
|
Vested
|
|
|
(32,274
|
)
|
|
|
24.24
|
|
Forfeited or expired
|
|
|
(151,953
|
)
|
|
|
17.74
|
|
Restricted stock at July 29, 2017
|
|
|
1,054,029
|
|
|
$
|
23.67
|
|
The weighted-average
grant date fair value of stock awards granted during the twenty-six week periods ended July 29, 2017 and July 30, 2016 was $24.10
and $24.94, respectively. The total fair value at grant date of restricted stock awards that vested during the first six months
of fiscal 2017 was $782,000. The total fair value at grant date of restricted stock awards that vested during the first six months
of fiscal 2016 was $854,000. Of the 151,953 shares of restricted stock that were forfeited or that expired in the first six months
of fiscal 2017, 135,000 shares were restricted stock awards that expired unvested in the first quarter of fiscal 2017, as the performance
measures were not achieved. These awards represented the three tiers of the restricted stock awards granted on March 15, 2011.
The following table summarizes information
regarding stock-based compensation expense recognized for restricted stock awards:
(In thousands)
|
|
Thirteen
Weeks Ended
July 29,
2017
|
|
Thirteen
Weeks Ended
July 30,
2016
|
|
Twenty-six
Weeks Ended
July 29,
2017
|
|
Twenty-six
Weeks Ended
July 30,
2016
|
Stock-based compensation before the recognized income tax effect
|
|
$
|
1,133
|
|
|
$
|
1,414
|
|
|
$
|
1,144
|
|
|
$
|
1,902
|
|
Income tax effect
|
|
$
|
430
|
|
|
$
|
538
|
|
|
$
|
431
|
|
|
$
|
725
|
|
The $1.1 million of expense
recognized in the first six months of fiscal 2017 was comprised of compensation expense of $2.1 million, partially offset by income
of $916,000. The income was attributable to the reversal of the cumulative prior period expense for performance-based awards, which
were deemed by management as no longer probable to vest prior to their expiration.
As of July 29, 2017,
approximately $6.2 million of unrecognized compensation expense remained related to both our performance-based and service-based
restricted stock awards. The cost is expected to be recognized over a weighted average period of approximately 1.6 years. This
incorporates our current assumptions with respect to the estimated requisite service period required to achieve the designated
performance conditions for performance-based stock awards.
The following table summarizes the SARs
activity:
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
Outstanding at January 28, 2017
|
|
|
111,300
|
|
|
$
|
24.26
|
|
|
|
|
|
Forfeited
|
|
|
0
|
|
|
|
0.00
|
|
|
|
|
|
Exercised
|
|
|
0
|
|
|
|
0.00
|
|
|
|
|
|
Outstanding at July 29, 2017
|
|
|
111,300
|
|
|
$
|
24.26
|
|
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at July 29, 2017
|
|
|
64,741
|
|
|
$
|
24.26
|
|
|
|
2.6
|
|
SARs
were granted during the first quarter of fiscal 2015 to certain non-executive employees, such that one-third of the shares underlying
the SARs will vest and become fully exercisable on each of the first three anniversaries of the date of the grant and were assigned
a five-year term from the date of grant, after which any unexercised SARs will expire. Each SAR entitles the holder, upon exercise
of their vested shares, to receive cash in an amount equal to the closing price of our common stock on the date of exercise less
the exercise price, with a maximum amount of gain defined. The SARs granted during the first quarter of fiscal 2015 were issued
with a defined maximum gain of $10.00 over the exercise price of $24.26.
The fair value of these
liability awards are re-measured, using a trinomial lattice model, at each reporting period until the date of settlement. Increases
or decreases in stock-based compensation expense are recognized over the vesting period, or immediately for vested awards. The
weighted-average fair value of outstanding, non-vested SAR awards as of July 29, 2017 and July 30, 2016 was $1.97 and $4.86, respectively.
The fair value was estimated
using a trinomial lattice model with the following assumptions:
|
|
July 29, 2017
|
|
July 30, 2016
|
Risk free interest rate yield curve
|
|
|
1.00% - 1.83
|
%
|
|
|
0.19% - 1.03
|
%
|
Expected dividend yield
|
|
|
1.6
|
%
|
|
|
1.1
|
%
|
Expected volatility
|
|
|
35.68
|
%
|
|
|
36.32
|
%
|
Maximum life
|
|
|
2.6 Years
|
|
|
|
3.6 Years
|
|
Exercise multiple
|
|
|
1.34
|
|
|
|
1.34
|
|
Maximum payout
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
Employee exit rate
|
|
|
2.2% - 9.0
|
%
|
|
|
2.2% - 9.0
|
%
|
The risk free interest rate was based on
the U.S. Treasury yield curve in effect at the end of the reporting period. The expected dividend yield was based on our historical
quarterly cash dividends, with the assumption that quarterly dividends would continue at that rate. Expected volatility was based
on the historical volatility of our common stock. The exercise multiple and employee exit rate were based on historical option
data.
The following table summarizes information
regarding stock-based compensation recognized for SARs:
|
|
Thirteen
Weeks Ended
July 29,
2017
|
|
Thirteen
Weeks Ended
July 30,
2016
|
|
Twenty-six
Weeks Ended
July 29,
2017
|
|
Twenty-six
Weeks Ended
July 30,
2016
|
Stock-based compensation before the recognized income tax effect
|
|
$
|
(261
|
)
|
|
$
|
72
|
|
|
$
|
(237
|
)
|
|
$
|
212
|
|
Income tax effect
|
|
$
|
(99
|
)
|
|
$
|
27
|
|
|
$
|
(89
|
)
|
|
$
|
81
|
|
As of July 29, 2017,
approximately $23,000 in unrecognized compensation expense remained related to non-vested SARs. This expense is expected to be
recognized over a weighted-average period of approximately 0.7 years.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Factors That May Affect Future Results
This quarterly report on Form 10-Q contains
forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of
risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be
materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.
These factors include, but are not limited to: general economic conditions in the areas of the continental United States in which
our stores are located and the impact of the ongoing economic crisis in Puerto Rico on sales at, and cash flows of, our stores
located in Puerto Rico; the effects and duration of economic downturns and unemployment rates; changes in the overall retail environment
and more specifically in the apparel and footwear retail sectors; our ability to generate increased sales at our stores; our ability
to successfully navigate the increasing use of on-line retailers for fashion purchases and the impact on traffic and transactions
in our physical stores; our ability to attract customers to our e-commerce website and to successfully grow our e-commerce sales;
the potential impact of national and international security concerns on the retail environment; changes in our relationships with
key suppliers; the impact of competition and pricing; our ability to successfully manage and execute our marketing initiatives
and maintain positive brand perception and recognition; changes in weather patterns, consumer buying trends and our ability to
identify and respond to emerging fashion trends; the impact of disruptions in our distribution or information technology operations;
the effectiveness of our inventory management; the impact of natural disasters on our stores, as well as on consumer confidence
and purchasing in general; risks associated with the seasonality of the retail industry; the impact of unauthorized disclosure
or misuse of personal and confidential information about our customers, vendors and employees; our ability to manage our third-party
vendor relationships; our ability to successfully execute our business strategy, including the availability of desirable store
locations at acceptable lease terms, our ability to open new stores in a timely and profitable manner, including our entry into
major new markets, and the availability of sufficient funds to implement our business plans; higher than anticipated costs associated
with the closing of underperforming stores; the inability of manufacturers to deliver products in a timely manner; changes in the
political and economic environments in, and continued favorable trade relations with China, and other countries which are the major
manufacturers of footwear; the impact of regulatory changes in the United States and the countries where our manufacturers are
located; the resolution of litigation or regulatory proceedings in which we are or may become involved; our ability to meet our
labor needs while controlling costs; and future stock repurchases under our stock repurchase program and future dividend payments.
For a more detailed discussion of certain risk factors, see the “Risk Factors” section of our Annual Report on Form 10-K
for the fiscal year ended January 28, 2017.
General
Management’s Discussion and Analysis
of Financial Condition and Results of Operations is intended to provide information to assist the reader in better understanding
and evaluating our financial condition and results of operations. We encourage you to read this in conjunction with our Condensed
Consolidated Financial Statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well
as our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, as filed with the SEC.
Overview of Our Business
Shoe Carnival, Inc. is one of the nation’s
largest family footwear retailers, providing the convenience of shopping at any of our store locations or online at shoecarnival.com.
Our stores combine competitive pricing with a promotional, in-store marketing effort that encourages customer participation and
injects fun and surprise into every shopping experience. We believe this fun and promotional atmosphere results in various competitive
advantages, including increased multiple unit sales; the building of a loyal, repeat customer base; the creation of word-of-mouth
advertising; and enhanced sell-through of in-season goods. A similar customer experience is reflected in our e-commerce site through
special promotions and limited time sales, along with relevant product stories featured on our home page.
Our objective is to be the destination
retailer-of-choice for a wide range of consumers seeking value priced, current season name brand and private label footwear. Our
product assortment includes dress and casual shoes, sandals, boots and a wide assortment of athletic shoes for the entire family
in four general categories - women’s, men’s, children’s and athletics. Our e-commerce site offers customers
an opportunity to choose from a large selection of products in all of the same categories of footwear with a depth of sizes and
colors that may not be available in some of our smaller stores, and introduces our concept to consumers who are new to Shoe Carnival,
in both existing and new markets.
In addition to footwear, our stores carry
complementary accessories such as socks, belts, shoe care items, handbags, sport bags, backpacks, jewelry, scarves and wallets.
Our e-commerce site also carries certain accessories such as handbags, sport bags and backpacks.
Critical Accounting Policies
It is necessary for us to include certain
judgments in our reported financial results. These judgments involve estimates based in part on our historical experience
and incorporate the impact of the current general economic climate and company-specific circumstances. However, because future
events and economic conditions are inherently uncertain, our actual results could differ materially from these estimates.
Our accounting policies that require more significant judgments include those with respect to merchandise inventories, valuation
of long-lived assets, insurance reserves and income taxes and are discussed in our Annual Report on Form 10-K for the fiscal year
ended January 28, 2017.
There have been no material changes to
our critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the fiscal year ended January 28,
2017. See Note 3 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form
10-Q for information on recently issued accounting pronouncements.
Results of Operations Summary Information
|
|
Number of Stores
|
|
Store Square Footage
|
|
|
Quarter Ended
|
|
Beginning
Of Period
|
|
Opened
|
|
Closed
|
|
End of
Period
|
|
Net
Change
|
|
End of
Period
|
|
Comparable
Store Sales
|
April 29, 2017
|
|
|
415
|
|
|
|
7
|
|
|
|
5
|
|
|
|
417
|
|
|
|
7,000
|
|
|
|
4,533,000
|
|
|
|
(3.9
|
)%
|
July 29, 2017
|
|
|
417
|
|
|
|
5
|
|
|
|
4
|
|
|
|
418
|
|
|
|
(12,000
|
)
|
|
|
4,521,000
|
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-to-date 2017
|
|
|
415
|
|
|
|
12
|
|
|
|
9
|
|
|
|
418
|
|
|
|
(5,000
|
)
|
|
|
4,521,000
|
|
|
|
(1.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2016
|
|
|
405
|
|
|
|
3
|
|
|
|
4
|
|
|
|
404
|
|
|
|
(13,000
|
)
|
|
|
4,452,000
|
|
|
|
2.7
|
%
|
July 30, 2016
|
|
|
404
|
|
|
|
9
|
|
|
|
0
|
|
|
|
413
|
|
|
|
79,000
|
|
|
|
4,531,000
|
|
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-to-date 2016
|
|
|
405
|
|
|
|
12
|
|
|
|
4
|
|
|
|
413
|
|
|
|
66,000
|
|
|
|
4,531,000
|
|
|
|
1.6
|
%
|
Comparable store sales for the periods
indicated include stores that have been open for 13 full months after such store’s grand opening prior to the beginning of
the period, including those stores that have been relocated or remodeled. Therefore, stores opened or closed during the periods
indicated are not included in comparable store sales. We include e-commerce sales in our comparable store sales. Due to our multi-channel
retailer strategy, we view e-commerce sales as an extension of our physical stores.
The following table sets forth our results
of operations expressed as a percentage of net sales for the periods indicated:
|
|
Thirteen
Weeks Ended
July 29, 2017
|
|
Thirteen
Weeks Ended
July 30, 2016
|
|
Twenty-six
Weeks Ended
July 29, 2017
|
|
Twenty-six
Weeks Ended
July 30, 2016
|
Net sales
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of sales (including buying,
distribution and occupancy costs)
|
|
|
71.0
|
|
|
|
71.0
|
|
|
|
71.3
|
|
|
|
71.0
|
|
Gross profit
|
|
|
29.0
|
|
|
|
29.0
|
|
|
|
28.7
|
|
|
|
29.0
|
|
Selling, general and administrative
expenses
|
|
|
26.3
|
|
|
|
26.1
|
|
|
|
24.7
|
|
|
|
24.1
|
|
Operating income
|
|
|
2.7
|
|
|
|
2.9
|
|
|
|
4.0
|
|
|
|
4.9
|
|
Interest (income) expense, net
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
0.0
|
|
Income before income taxes
|
|
|
2.7
|
|
|
|
2.9
|
|
|
|
4.0
|
|
|
|
4.9
|
|
Income tax expense
|
|
|
1.0
|
|
|
|
1.1
|
|
|
|
1.5
|
|
|
|
1.9
|
|
Net income
|
|
|
1.7
|
%
|
|
|
1.8
|
%
|
|
|
2.5
|
%
|
|
|
3.0
|
%
|
Executive
Summary for Second Quarter Ended July 29, 2017
We had positive momentum early in the
second quarter of fiscal 2017 with comparable store sales up low single-digits in May. As the quarter progressed and we
started to enter the important back-to-school selling period, comparable store sales flattened as certain markets experienced
later back-to-school dates, which shifted sales from the second quarter to the third quarter. As a result, we ended the
quarter with a 0.4% increase in comparable store sales. Faced with an uncertain retail environment, we continue to remain
focused on effectively managing inventory and maintaining tight controls over our cost structure in fiscal 2017. Highlights
for the second quarter of fiscal 2017 are as follows:
|
·
|
Net sales increased $3.2 million, or 1.4%, in the second quarter of fiscal 2017 compared to the
same period last year. We experienced increases in average sales per transaction, average units per transaction and conversion
during the quarter. Store traffic declined mid-single digits and average unit retail was flat compared to the second quarter of
fiscal 2016.
|
|
·
|
Our gross profit margin of 29.0% in the second quarter of fiscal 2017 was flat compared to the
second quarter of fiscal 2016. Our merchandise margin, along with buying, distribution and occupancy expenses as a percentage of
sales, remained flat compared to the second quarter of fiscal 2016.
|
|
·
|
We repurchased 469,000 shares of our common stock during the quarter at a total cost of $10.2
million under our share repurchase program and ended the quarter with $18.5 million in cash and cash equivalents. Borrowings
under our credit facility totaled $26.7 million at the end of the second quarter of fiscal 2017. These borrowings were
primarily used to fund the purchase of merchandise inventory required to meet peak demand for the back-to-school season. As
of the filing date of this Quarterly Report on Form 10-Q, we had no outstanding borrowings under our credit facility.
|
|
·
|
We opened five stores and closed four stores during the second quarter of fiscal 2017, ending the
quarter with 418 stores.
|
Results of Operations for the Second
Quarter Ended July 29, 2017
Net Sales
Net sales increased $3.2 million to $235.1
million during the second quarter of fiscal 2017, a 1.4% increase over the prior year’s second quarter net sales of $231.9 million.
Of this increase in net sales, $800,000 was attributable to the 0.4% increase in comparable store sales and $5.7 million was attributable
to sales generated by the 28 new stores opened since the beginning of the second quarter of fiscal 2016. These increases were partially
offset by a loss in sales of $3.3 million from the 14 stores closed since the beginning of the second quarter of fiscal 2016.
Gross Profit
Gross profit increased to $68.2 million
during the second quarter of fiscal 2017, compared to gross profit of $67.2 million for the second quarter of fiscal 2016, primarily
due to the increase in net sales. Our gross profit margin remained flat at 29.0% compared to the
second quarter of fiscal 2016. Our merchandise margin, along with buying, distribution and occupancy costs as a percentage of sales,
remained flat compared to the second quarter of fiscal 2016.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $1.2 million in the second quarter of fiscal 2017 to $61.8 million compared to $60.6 million in the second quarter of fiscal 2016. As a percentage of sales, these expenses increased to 26.3% in the second quarter of fiscal 2017 from 26.1% in the second quarter of fiscal 2016. The overall increase in selling, general and administrative expenses during the second quarter of fiscal 2017 was primarily due to a $1.0 million increase in expenses for new stores net of expense reductions for stores that have closed and a $916,000 increase in impairments of long-lived assets. These increases were partially offset by decreases in stock-based compensation and incentive compensation expense totaling $849,000.
Pre-opening costs included in selling,
general and administrative expenses were $234,000 in the second quarter of fiscal 2017 compared to $353,000 in the second quarter
last year. We opened five new stores in the second quarter of fiscal 2017 compared to nine new stores in the second quarter of
fiscal 2016. Pre-opening costs, such as advertising, payroll and supplies, incurred prior to the opening of a new store are charged
to expense in the period in which they are incurred. The total amount of pre-opening expense incurred will vary by store depending
on the specific market and the promotional activities involved.
Store closing costs included in selling,
general and administrative expenses were $1.6 million, or 0.7% as a percentage of sales, in the second quarter of fiscal 2017.
Store closing costs were $74,000 in the second quarter last year. Four stores were closed in the second quarter of fiscal 2017
compared to no store closings in the second quarter of fiscal 2016. Included in store closing costs in the second quarter of fiscal
2017 were impairments of long-lived assets of $916,000. There were no impairments of long-lived assets recorded during the second
quarter of fiscal 2016.
Income Taxes
The effective income tax rate for the second
quarter of fiscal 2017 was 37.9% as compared to 38.0% for the same time period in fiscal 2016. Our provision for income tax expense
is based on the current estimate of our annual effective tax rate and is adjusted as necessary for quarterly events.
Results of Operations for Six Month
Period Ended July 29, 2017
Net Sales
Net sales decreased $3.9 million to $488.5
million for the six-month period ended July 29, 2017, a 0.8% decrease compared to net sales of $492.4 million for the six-month
period ended July 30, 2016. Of this decrease in net sales, $8.9 million was attributable to the 1.9% decrease in comparable store
sales and $6.8 million was attributable to a loss in sales from the 18 stores closed since the beginning of fiscal 2016. These
decreases were partially offset by an increase in sales of $11.8 million generated by the 31 new stores opened since the beginning
of fiscal 2016.
Gross Profit
Gross profit decreased $2.4 million to
$140.4 million in the first six months of fiscal 2017 primarily due to the decrease in net sales. The gross profit margin for the first six months of fiscal 2017 decreased
to 28.7% from 29.0% as reported in the comparable prior year period. The merchandise margin increased 0.2%, but buying, distribution
and occupancy costs increased 0.5% as a percentage of sales compared to the same period last year primarily due to the deleveraging
effect of lower same store sales on occupancy costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses
increased $1.9 million in the first six months of fiscal 2017 to $120.7 million compared to the same period last year. As a percentage
of sales, these expenses increased to 24.7% in the first six months of fiscal 2017 from 24.1% in the first six months of fiscal
2016. The overall increase in selling, general and administrative expenses during the first six months of fiscal 2017 was primarily
due to a $2.2 million increase in expenses for new stores net of expense reductions for stores that have closed, a $1.6 million
increase in impairments of long-lived assets and a $1.1 million increase in employee healthcare expense. These increases were
partially offset by a $2.2 million decrease in selling expenses associated with our comparable store base and decreases in stock-based
compensation and incentive compensation expense totaling $1.4 million.
In the first six months of fiscal 2017,
pre-opening costs included in selling, general and administrative expenses were $517,000, or 0.1% as a percentage of sales, compared
to 463,000, or 0.1% as a percentage of sales, in the same period last year. Pre-opening costs, such as advertising, payroll and
supplies, incurred prior to the opening of a new store are charged to expense in the period in which they are incurred. The total
amount of pre-opening expense incurred will vary by store depending on the specific market and the promotional activities involved.
Store closing costs included in selling,
general and administrative expenses were $2.7 million, or 0.5% as a percentage of sales, in the first six months of fiscal 2017.
Store closing costs were $296,000, or 0.1% as a percentage of sales, in the first six months of last year. We closed nine stores
in the first six months of fiscal 2017 and four stores were closed in the first six months of fiscal 2016. Included in the store
closing costs in the first six months of fiscal 2017 were impairments of long-lived assets of $1.6 million. There were no impairments
of long-lived assets recorded during the first six months of fiscal 2016.
Income Taxes
The effective income tax rate for the first
six months of fiscal 2017 was 37.7% compared to 38.1% for the same period in fiscal 2016. Our provision for income tax expense
is based on the current estimate of our annual effective tax rate and is adjusted as necessary for quarterly events. The decrease
in the effective income tax rate between periods was primarily due to changes in state tax rates.
Liquidity and Capital Resources
Our primary sources of liquidity are cash
and cash equivalents on hand, cash generated from operations and availability under our credit facility. We believe these resources
will be sufficient to fund our cash needs, as they arise, for at least the next 12 months. Our primary uses of cash are for working
capital, which are principally inventory purchases, store initiatives, potential dividend payments, potential share repurchases
under our share repurchase program, the financing of capital projects, including investments in new systems, and various other
commitments and obligations.
Cash Flow - Operating Activities
Our net cash used in operating activities
was $26.5 million in the first six months of fiscal 2017 compared to cash provided by operating activities of $12.6 million in
the first six months of fiscal 2016. These amounts reflect our income from operations adjusted for non-cash items and working capital
changes. The year-over-year decrease in operating cash flow was primarily driven by an increase in merchandise inventories required to meet peak demand for the back-to-school season and
by the timing of payments for accounts payable and accrued liabilities.
Working capital increased to $271.6 million
at July 29, 2017 from $269.9 million at July 30, 2016, primarily due to the decrease in accounts payable and an increase in merchandise
inventory, partially offset by the decrease in cash and cash equivalents compared to the end of the second quarter of the prior
year. The current ratio was 3.4 as of July 29, 2017, compared to 3.0 at July 30, 2016.
Cash Flow - Investing Activities
Our cash outflows for investing activities
are primarily for capital expenditures. During the first six months of fiscal 2017, we expended $12.7 million for the purchase
of property and equipment, of which $8.1 million was for new stores, remodeling and relocations. During the first six months of
fiscal 2016, we expended $11.9 million for the purchase of property and equipment, of which $11.7 million was for new stores, remodeling
and relocations. The remaining capital expenditures in both periods were for continued investments in technology and normal asset
replacement activities.
Cash Flow - Financing Activities
Cash outflows for financing activities
have represented cash dividend payments, share repurchases and payments on our credit facility. Shares of our common stock can
be either acquired as part of a publicly announced share repurchase program or withheld by us in connection with employee payroll
tax withholding upon the vesting of restricted stock awards. Our cash inflows from financing activities have represented proceeds
from the issuance of shares as a result of stock option exercises, purchases under our Employee Stock Purchase Plan and borrowings
under our credit facility.
During the first six months of fiscal 2017,
net cash used in financing activities was $5.2 million compared to net cash used in financing activities of $27.9 million in the
first six months of fiscal 2016. The decrease in cash used in financing activities between the two respective periods was primarily
attributable to net borrowings of $26.7 million, partially offset by an increase of $4.1 million in common stock repurchased under
our share repurchase program compared to the first six months of fiscal 2016.
Capital Expenditures
Capital expenditures for fiscal 2017, including
actual expenditures during the first six months, are expected to be between $22 million and $23 million, with approximately $14
million to be used for new stores, relocations and remodels. The remaining capital expenditures are expected to be incurred for
continued investments in technology and normal asset replacement activities. Lease incentives to be received from landlords during
fiscal 2017, including actual amounts received during the first six months, are expected to be approximately $4 to $5 million.
The actual amount of cash required for capital expenditures for store operations depends in part on the number of new stores opened
and relocated, the amount of lease incentives, if any, received from landlords and the number of stores remodeled.
Store Openings and Closings
We aim to realize positive long-term financial
performance for our store portfolio. We utilize a formal review process in our evaluation of potential new store sites as well
as for decisions surrounding leases on existing store locations. Our approach is both qualitative and quantitative in nature. We
look to continually enhance this process with tools such as real estate software used for portfolio analysis that aid in identifying
viable locations for future expansion and identifying potential store closings and relocations.
In fiscal 2017, we anticipate opening 19 new stores. We opened 12 stores in the first six months of fiscal 2017. Pre-opening
expenses, including rent, freight, advertising, salaries and supplies, are presently expected to total approximately $1.4
million for fiscal 2017, or an average of $72,000 per store. During fiscal 2016, we opened 19 new stores and expended $1.6
million on pre-opening expenses, or an average of $85,000 per store.
We anticipate closing 25 to 27 stores in fiscal 2017. We closed nine stores during the first six months of fiscal 2017. Four
stores were closed during the first six months of fiscal 2016. The timing and actual amount of expense recorded in closing
a store can vary significantly depending, in part, on the period in which management commits to a closing plan, the remaining
basis in the long-lived assets to be disposed of at closing and the cost incurred in terminating the lease.
We believe that a continued, disciplined approach to new store openings is very important as we leverage our multi-channel
strategy and pursue opportunities for brick-and-mortar stores across large, mid and smaller markets. Over the past several
years, we have analyzed our entire portfolio of stores, with a concentration on underperforming stores, to meet our long-term
goal of increasing shareholder value through increasing operating income. Our objective is to identify and address underperforming
stores that produce low or negative contribution and either renegotiate lease terms, relocate or close the store. Based on
this analysis, we have identified 30 to 35 stores that we plan to close in fiscal 2018 if we cannot improve the performance
of those stores to meet our minimum contribution level. Even though this would reduce our overall net sales volume, we believe
this strategy would realize long-term improvement in operating income and diluted earnings per share. We expect new store
openings for fiscal 2018 will be in the low single digit range. We remain committed to long-term strategic store growth; however,
with the changing landscape in brick-and-mortar stores, we believe more attractive real estate opportunities will become available
in the marketplace if we remain diligent in our approach.
Dividends
On June 13, 2017, our Board of Directors
approved the payment of our second quarter cash dividend to our shareholders. The dividend of $0.075 per share was paid on
July 17, 2017 to shareholders of record as of the close of business on July 3, 2017.
The declaration and payment of any future
dividends are at the discretion of the Board of Directors and will depend on our results of operations, financial condition, business
conditions and other factors deemed relevant by our Board of Directors. Our credit agreement (described below) permits the payment
of cash dividends as long as no default or event of default exists under the credit agreement both immediately before and immediately
after giving effect to the cash dividends, and the aggregate amount of cash dividends for a fiscal year do not exceed $10.0 million.
Credit Facility
On March 27, 2017, we entered into a
second amendment of our current unsecured credit agreement (as amended, the “Credit Agreement”) to extend the
expiration date by five years to March 27, 2022, and to renegotiate certain terms and conditions. The Credit Agreement, as
amended, continues to provide for up to $50.0 million in cash advances and commercial and standby letters of credit with
borrowing limits based on eligible inventory, which amount may be increased from time to time by up to an additional $50.0
million, without the consent of any lender, if certain conditions are met. The Credit Agreement contains covenants which
stipulate: (1) Total Shareholders’ Equity (as defined in the Credit Agreement) will not fall below $250.0 million at
the end of each fiscal quarter; (2) the ratio of funded debt plus three times rent to EBITDA (as defined in the Credit
Agreement) plus rent will not exceed 2.5 to 1.0; (3) the aggregate amount of cash dividends for a fiscal year will not exceed
$10.0 million; and (4) distributions in the form of redemptions of our common stock may be made solely with cash on hand so
long as before and immediately after such distributions there are no revolving loans outstanding under the Credit Agreement.
We were in compliance with these covenants as of July 29, 2017. Should a default condition be reported, the lenders may
preclude additional borrowings and call all loans and accrued interest at their discretion. The credit facility bears
interest, at our option, at (1) the agent bank’s prime rate (as defined in the Credit Agreement) plus 1%, with the
prime rate defined as the greater of (a) the Federal Funds rate plus 0.50% or (b) the interest rate announced from time to
time by the agent bank as its “prime rate” or (2) LIBOR plus 1.25% to 2.50%, depending on our achievement of
certain performance criteria. A commitment fee is charged at 0.20% to 0.35% per annum, depending on our achievement of
certain performance criteria, on the unused portion of the bank group’s commitment. As of July 29, 2017, there was
$26.7 million of borrowings outstanding under the credit facility and letters of credit outstanding were $1.4 million. As of
July 29, 2017, $21.9 million was available to us for additional borrowings under the credit facility. As of the
filing date of this Quarterly Report on Form 10-Q, we had no outstanding borrowings under our credit facility.
Share Repurchase Program
On December 6, 2016, our Board of Directors
authorized a new share repurchase program for up to $50 million of outstanding common stock, effective January 1, 2017. The purchases
may be made in the open market or through privately negotiated transactions, from time-to-time through December 31, 2017, and in
accordance with applicable laws, rules and regulations. On January 27, 2017, we entered into a stock repurchase plan for the purpose
of repurchasing shares of our common stock in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange
Act of 1934 (the “Rule 10b5-1 Plan”). The Rule 10b5-1 Plan was established pursuant to, and as part of, our share repurchase
program and permitted shares to be repurchased in accordance with pre-determined criteria when repurchases would otherwise be prohibited,
such as during self-imposed blackout periods, or under insider trading laws. The Rule 10b5-1 Plan was to expire on May 26, 2017,
but we terminated the plan on May 17, 2017 to ensure we remained in compliance with the covenant in our Credit Agreement regarding
redemptions of our common stock described above. Under the terms of our Credit Agreement, we are not permitted to repurchase any shares of our
common stock while there are outstanding borrowings under the Credit Agreement. Our share repurchase program may be amended, suspended or discontinued at any
time and does not commit us to repurchase shares of our common stock. We have funded, and intend to continue to fund, the share
repurchase program from cash on hand, and any shares acquired will be available for stock-based compensation awards and other corporate
purposes. The actual number and value of the shares to be purchased will depend on the performance of our stock price and other
market conditions.
During the second quarter of fiscal 2017, we repurchased
469,000 shares of common stock at a total cost of $10.2 million under the new share repurchase program. As of July 29, 2017,
approximately 1.5 million shares at an aggregate cost of $36.5 million had been repurchased under the new share repurchase
program. The amount that remained available under the share repurchase program at July 29, 2017 was $13.5 million.
Seasonality and Quarterly Results
Our quarterly results of operations have
fluctuated, and are expected to continue to fluctuate in the future, primarily as a result of seasonal variances and the timing
of sales and costs associated with opening new stores and closing underperforming stores. Non-capital expenditures, such as advertising
and payroll, incurred prior to the opening of a new store are charged to expense as incurred. The timing and actual amount of expense
recorded in closing an individual store can vary significantly depending, in part, on the period in which management commits to
a closing plan, the remaining basis in the fixed assets to be disposed of at closing and the cost incurred in terminating the lease.
Therefore, our results of operations may be adversely affected in any quarter in which we incur pre-opening expenses related to
the opening of new stores or incur store closing costs related to the closure of underperforming stores.
We have three distinct peak selling periods:
Easter, back-to-school and Christmas. To prepare for our peak shopping seasons, we must order and keep in stock significantly more
merchandise than we would carry during other parts of the year. Any unanticipated decrease in demand for our products during these
peak shopping seasons could require us to sell excess inventory at a substantial markdown, which could reduce our net sales and
gross margins and negatively affect our profitability. Our operating results depend significantly upon the sales generated during
these periods.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
We are exposed to market risk in
that the interest payable under our credit facility is based on variable interest rates and therefore is affected by changes
in market rates. We do not use interest rate derivative instruments to manage exposure to changes in market interest rates. A
1% change in the weighted average interest rate charged under the credit facility would have resulted in interest expense
fluctuating by approximately $21,000 for the second quarter of fiscal 2017.
ITEM 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial
Officer have concluded, based on their evaluation as of July 29, 2017, that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such
reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
There has been no significant change in
our internal control over financial reporting that occurred during the quarter ended July 29, 2017 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
SHOE
CARNIVAL, INC.
PART II - OTHER INFORMATION
ITEM 1A.
RISK FACTORS
You should carefully consider the risks
and uncertainties we describe both in this Quarterly Report on Form 10-Q and in the “Risk Factors” section of our Annual
Report on Form 10-K for the fiscal year ended January 28, 2017 before deciding to invest in, or retain, shares of our common stock.
If any of these risks or uncertainties actually occur, we may not be able to conduct our business as currently planned and our
financial condition, results of operations or cash flows could be materially and adversely affected. There have been no material
changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
Issuer Purchases
of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
Total
Number
of Shares
Purchased
(1)
|
|
|
|
Average
Price Paid
per Share
|
|
|
|
Total
Number
Of Shares
Purchased
as Part
of Publicly
Announced
Programs
(2)
|
|
|
Approximate
Dollar
Value
of Shares
that May Yet
Be Purchased
Under
Programs
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2017 to May 27, 2017
|
|
|
219,052
|
|
|
$
|
22.90
|
|
|
|
218,100
|
|
|
$18,688,000
|
May 28, 2017 to July 1, 2017
|
|
|
250,882
|
|
|
$
|
20.73
|
|
|
|
250,700
|
|
|
$13,491,000
|
July 2, 2017 to July 29, 2017
|
|
|
0
|
|
|
$
|
0.00
|
|
|
|
0
|
|
|
$13,491,000
|
|
|
|
469,934
|
|
|
|
|
|
|
|
468,800
|
|
|
|
|
(1)
|
Total number of shares purchased includes 1,134 shares withheld by us in connection with employee
payroll tax withholding upon the vesting of restricted stock awards.
|
|
(2)
|
On December 6, 2016, our Board of Directors authorized a new share
repurchase program for up to $50.0 million of our outstanding common stock, effective January 1, 2017 and expiring on December
31, 2017.
|
ITEM 6.
EXHIBITS
|
|
|
Incorporated by Reference To
|
|
Exhibit
No.
|
|
Description
|
Form
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
3-A
|
|
Amended and Restated Articles of Incorporation of Registrant
|
8-K
|
3-A
|
06/14/2013
|
|
3-B
|
|
By-laws of Registrant, as amended to date
|
8-K
|
3-B
|
06/14/2013
|
|
10-A
|
|
Shoe Carnival, Inc. 2017 Equity Incentive Plan
|
8-K
|
10.1
|
06/15/2017
|
|
10-B
|
|
Form of Restricted Stock Award Agreement under the 2017 Equity Incentive Plan (Non-employee Director)
|
|
|
|
X
|
10-C
|
|
Form of Service-Based Restricted Stock Unit Award Agreement under the 2017 Equity Incentive Plan (Executive Officers)
|
|
|
|
X
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
X
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
X
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
X
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
X
|
101
|
|
The following materials from Shoe Carnival, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2017, formatted in XBRL (Extensible Business Reporting Language): (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statement of Shareholders’ Equity, (4) Condensed Consolidated Statements of Cash Flows, and (5) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
X
|
SHOE
CARNIVAL, INC.
SIGNATURE
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 thereunto duly
authorized.
Date: August 31, 2017
|
SHOE CARNIVAL, INC.
(Registrant)
|
|
By:
/s/ W. Kerry Jackson
W. Kerry Jackson
Senior Executive Vice President,
Chief Operating and Financial Officer and Treasurer
(Duly Authorized Officer and Principal Financial
Officer)
|
Shoe Carnival (NASDAQ:SCVL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Shoe Carnival (NASDAQ:SCVL)
Historical Stock Chart
From Jul 2023 to Jul 2024