Part I [Business](index=4&type=section&id=Item%201.%20Business) Shoe Carnival, Inc. is a major U.S. family footwear retailer with 383 stores and a significant e-commerce presence, differentiating through promotional in-store experiences and a broad assortment of branded footwear - As of January 30, 2021, the company operated **383** stores across **35** states and Puerto Rico, with each physical store generating an average of **$2.5 million** in annual sales[8](index=8&type=chunk) Historical Store Count | Fiscal Years | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | Stores open at the beginning of the year | 392 | 397 | 408 | 415 | 405 | | New store openings | 4 | 1 | 3 | 19 | 19 | | Store closings | (13) | (6) | (14) | (26) | (9) | | Stores open at the end of the year | 383 | 392 | 397 | 408 | 415 | - The Shoe Perks loyalty program grew by **10%** in fiscal 2020 to **26.3 million** members, with purchases from members accounting for approximately **67%** of comparable net sales[35](index=35&type=chunk) - E-commerce sales surged in fiscal 2020, representing approximately **19%** of merchandise sales, a significant increase from **6%** in fiscal 2019, driven by the COVID-19 pandemic[36](index=36&type=chunk) - The company has a significant supplier concentration, with Nike, Inc. and Skechers USA, Inc. collectively accounting for approximately **43%** of net sales in fiscal 2020 (**33%** and **10%**, respectively)[47](index=47&type=chunk) Merchandise Sales by Product Category | Fiscal Years | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Non-Athletics:** | | | | | Women's | 22% | 25% | 24% | | Men's | 14% | 14% | 14% | | Children's | 5% | 5% | 5% | | **Total Non-Athletics** | **41%** | **44%** | **43%** | | **Athletics:** | | | | | Women's | 19% | 17% | 18% | | Men's | 22% | 20% | 21% | | Children's | 13% | 14% | 14% | | **Total Athletics** | **54%** | **51%** | **53%** | | Accessories | 5% | 5% | 4% | | **Total** | **100%** | **100%** | **100%** | - The company highlights a diverse workforce, with **66%** female employees overall and **59%** female in its broad-based leadership team as of fiscal year-end 2020[62](index=62&type=chunk) [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, compliance, human capital, financial, and stock ownership risks, including pandemic impacts, supply chain disruptions, and high supplier dependence - The COVID-19 pandemic poses a significant ongoing risk, with potential impacts from further store closures, financial market volatility, changes in consumer spending, and supply chain disruptions[95](index=95&type=chunk)[97](index=97&type=chunk) - The company is heavily reliant on imported goods, with substantially all footwear manufactured overseas, primarily in China, exposing the business to risks of cost increases, tariffs, and supply chain disruptions[99](index=99&type=chunk) - Dependence on key suppliers is a major risk, as two branded suppliers, Nike, Inc. and Skechers USA, Inc., accounted for approximately **43%** of net sales in fiscal 2020[121](index=121&type=chunk) - The rapid growth of the e-commerce channel presents risks related to operational challenges, reliance on third-party systems, cybersecurity threats, and the ability to maintain market share gains[110](index=110&type=chunk)[111](index=111&type=chunk) - The Chairman, J. Wayne Weaver, and his family beneficially own approximately **35.4%** of the company's outstanding common stock, enabling them to exert substantial influence over management and operations[154](index=154&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[156](index=156&type=chunk) [Properties](index=26&type=section&id=Item%202.%20Properties) The company operates 383 leased stores and a 410,000 square foot leased distribution center, having purchased its corporate headquarters in fiscal 2019 - The company operates **383** stores in **35** states and Puerto Rico, all of which are leased properties[157](index=157&type=chunk) - The company's **410,000** square foot distribution center in Evansville, Indiana is leased from a third party, with the current lease term extended to 2034[158](index=158&type=chunk) - In the first quarter of fiscal 2019, the company purchased its corporate headquarters for approximately **$7 million**[159](index=159&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various ordinary course legal proceedings, none of which are expected to have a material adverse effect on its financial position - The company does not currently expect any ongoing legal proceedings to have a material adverse effect on its financial position or results of operations[161](index=161&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[162](index=162&type=chunk) Part II [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20the%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Shoe Carnival's common stock trades on Nasdaq (SCVL), paid quarterly dividends in fiscal 2020, increased Q1 2021 dividend by 56%, and made no share repurchases in Q4 2020 - The company's common stock is traded on The Nasdaq Stock Market LLC under the symbol "SCVL"[165](index=165&type=chunk) - In fiscal 2020, the company paid quarterly cash dividends totaling **$0.355** per share. On March 18, 2021, the Board increased the quarterly dividend by **56%** to **$0.14** per share for Q1 2021[166](index=166&type=chunk)[167](index=167&type=chunk) - No shares of common stock were repurchased under the Board-approved share repurchase program during the fourth quarter of fiscal 2020[168](index=168&type=chunk) [Selected Financial Data](index=28&type=section&id=Item%206.%20Selected%20Financial%20Data) This item has been eliminated in accordance with amendments to Regulation S-K - Part II, Item 6 is no longer required as the company has adopted amendments to Regulation S-K that eliminate Item 301[171](index=171&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2020 net sales decreased by 5.8% to $976.8 million due to pandemic-related store closures, despite 175% e-commerce growth and strong Q2-Q4 performance, ending with $106.5 million cash and no debt Fiscal 2020 vs. Fiscal 2019 Performance | Metric | Fiscal 2020 | Fiscal 2019 | Change | | :--- | :--- | :--- | :--- | | Net Sales | **$976.8 million** | **$1,036.6 million** | **-5.8%** | | Comparable Store Sales | **-5.3%** | **+1.9%** | **-7.2 p.p.** | | Gross Profit Margin | **28.7%** | **30.1%** | **-1.4 p.p.** | | Net Income | **$16.0 million** | **$42.9 million** | **-62.7%** | | Diluted EPS | **$1.12** | **$2.92** | **-61.6%** | | E-commerce Sales Growth | **~175%** | N/A | N/A | - The COVID-19 pandemic caused a significant quarterly performance variance: a **42.3%** comparable store sales decrease in Q1 was followed by increases of **12.6%** in Q2, **0.9%** in Q3, and **6.4%** in Q4[181](index=181&type=chunk) - The company ended fiscal 2020 with a strong balance sheet, holding **$106.5 million** in cash and cash equivalents with no outstanding debt[183](index=183&type=chunk)[206](index=206&type=chunk) - For fiscal 2021, capital expenditures are projected to be between **$23 million** and **$25 million**, with a majority allocated to store remodels and new store construction[215](index=215&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Fiscal 2020 net sales decreased by 5.8% to $976.8 million due to Q1 store closures, gross profit margin fell to 28.7% from higher e-commerce shipping costs, and SG&A expenses remained flat - Net sales decreased by **$59.8 million** (**5.8%**) in fiscal 2020, with a **$106.3 million** decline in the first quarter alone due to temporary store closures[200](index=200&type=chunk) - Gross profit margin decreased by **1.4%** to **28.7%**, with merchandise margin down **0.6%** due to higher e-commerce shipping costs, and buying, distribution, and occupancy costs increasing **0.8%** as a percentage of sales[202](index=202&type=chunk) - SG&A expenses increased by **$0.5 million** to **$258.1 million**, with increases in e-commerce fulfillment and impairment charges partially offset by lower store wages (due to CARES Act credits) and reduced stock-based compensation[203](index=203&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained strong liquidity in fiscal 2020 with $106.5 million cash and no debt, supported by a $100 million credit facility and $63.4 million in operating cash flow - The company ended fiscal 2020 with **$106.5 million** in cash and cash equivalents and no outstanding debt[206](index=206&type=chunk) - During fiscal 2020, the company amended its credit facility to increase borrowing capacity from **$50 million** to **$100 million**[206](index=206&type=chunk) - Net cash provided by operating activities decreased by **$3.5 million** to **$63.4 million** in fiscal 2020, primarily due to reduced earnings[208](index=208&type=chunk) - No share repurchases were made in fiscal 2020. A new **$50 million** share repurchase program was authorized for fiscal 2021[219](index=219&type=chunk)[221](index=221&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is minimal, stemming from variable interest rates on its credit facility, with a 1% rate change having an immaterial impact on interest expense - The company's market risk is primarily from variable interest rates on its credit facility. With weighted average borrowings of only **$256,000** in fiscal 2020, a **1%** change in interest rates would have increased interest expense by an insignificant **$3,000**[244](index=244&type=chunk) [Financial Statements and Supplementary Data](index=41&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for fiscal 2020, including an unqualified auditor's opinion, detailing assets, liabilities, equity, net sales, and net income - The independent registered public accounting firm, Deloitte & Touche LLP, issued an unqualified opinion on the consolidated financial statements[248](index=248&type=chunk)[249](index=249&type=chunk) - The auditor identified Merchandise Inventories as a critical audit matter due to the significant judgments made by management to estimate their net realizable value[253](index=253&type=chunk)[254](index=254&type=chunk) Consolidated Balance Sheet Summary (as of Jan 30, 2021) | Category | Amount (in thousands) | | :--- | :--- | | Total Current Assets | $355,305 | | Total Assets | $642,747 | | Total Current Liabilities | $130,901 | | Total Liabilities | $332,571 | | Total Shareholders' Equity | $310,176 | Consolidated Income Statement Summary (for FY 2020) | Category | Amount (in thousands) | | :--- | :--- | | Net Sales | $976,765 | | Gross Profit | $279,982 | | Operating Income | $21,865 | | Net Income | $15,991 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=67&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting principles, financial disclosure, or auditing scope - None[375](index=375&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and independent auditors concluded that the company's internal control over financial reporting was effective as of January 30, 2021, with no significant changes in Q4 - Management concluded that the company's internal control over financial reporting was effective as of January 30, 2021, based on the criteria set forth by COSO[378](index=378&type=chunk) - The independent auditor, Deloitte & Touche LLP, audited and issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of January 30, 2021[379](index=379&type=chunk)[384](index=384&type=chunk) - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the fiscal year[380](index=380&type=chunk) [Other Information](index=69&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[390](index=390&type=chunk) Part III Part III incorporates information by reference from the 2021 Proxy Statement, covering directors, executive compensation, security ownership, related transactions, and accounting fees [Directors, Executive Officers and Corporate Governance](index=70&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, corporate governance, and the code of ethics is incorporated by reference from the 2021 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders[392](index=392&type=chunk) [Executive Compensation](index=70&type=section&id=Item%2011.%20Executive%20Compensation) Details on executive and director remuneration, including Compensation Discussion and Analysis, are incorporated by reference from the 2021 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders[393](index=393&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=70&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on stock ownership by management and major shareholders, and equity compensation plans, is incorporated by reference from the 2021 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders[394](index=394&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=70&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the 2021 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders[395](index=395&type=chunk) [Principal Accounting Fees and Services](index=70&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Details concerning fees paid to and services provided by the principal accountant are incorporated by reference from the 2021 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders[396](index=396&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=71&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements and provides a detailed index of all exhibits filed as part of the Form 10-K, including material contracts and certifications - This item lists the financial statements filed with the report and provides an index to all exhibits, such as material contracts and executive compensation plans[398](index=398&type=chunk)[401](index=401&type=chunk) [Form 10-K Summary](index=74&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company did not provide a summary for this item - None[405](index=405&type=chunk)

Shoe Carnival, Inc. (NASDAQ:SCVL) Q4 2020 Earnings Conference Call March 24, 2021 4:30 PM ET Company Participants Cliff Sifford - Vice Chairman & Chief Executive Officer Mark Worden - President & Chief Customer Officer Carl Scibetta - Senior Executive Vice President & Chief Merchandising Officer Kerry Jackson - Senior Executive Vice President, Chief Financial & Administrative Officer Conference Call Participants Mitch Kummetz - Pivotal Research Sam Poser - Williams Trading Greg Pendy - Sidoti Operator Good ...

INVESTOR PRESENTATION BIG BRANDS. BIG SAVINGS. BIG FUN! Fall/Winter 2020 Safe Harbor Statement This presentation contains forward-looking statements that involve a number of risk factors and assumptions which affect the company's business as of today. The company assumes no obligation to revise or update these forward-looking statements to reflect changes in events or expectations. The company's actual results may be materially different from those projected here. These forward-looking statements should be ...

Shoe Carnival, Inc. (NASDAQ:SCVL) Q3 2020 Earnings Conference Call November 18, 2020 4:30 PM ET Company Participants Cliff Sifford - Vice Chairman, CEO Mark Worden - President and Chief Customer Officer Kerry Jackson - Senior Executive Vice President, Chief Financial & Administrative Officer Conference Call Participants Mitch Kummetz - Pivotal Research Sam Poser - Susquehanna Greg Pendy - Sidoti Chris Svezia - Wedbush Operator Good afternoon and welcome to the Shoe Carnival's Third Quarter Fiscal 2020 Earni ...

Shoe Carnival, Inc. (NASDAQ:SCVL) Q2 2020 Earnings Conference Call September 1, 2020 4:30 PM ET Company Representatives Cliff Sifford - Vice Chairman, Chief Executive Officer Mark Worden - President, Chief Customer Officer Kerry Jackson - Senior Executive Vice President, Chief Financial & Administrative Officer Conference Call Participants Mitch Kummetz - Pivotal Research Sam Poser - Susquehanna Greg Pendy - Sidoti Chris Svezia - Wedbush Operator Good afternoon, and welcome to the Shoe Carnival, Second Quar ...

Shoe Carnival, Inc. (NASDAQ:SCVL) Q1 2020 Earnings Conference Call May 20, 2020 4:30 PM ET Company Participants Cliff Sifford - Vice Chairman & Chief Executive Officer Mark Worden - President & Chief Customer Officer Kerry Jackson - Senior Executive Vice President, Chief Financial & Administrative Officer Conference Call Participants Mitch Kummetz - Pivotal Research Group Sam Poser - Susquehanna Greg Pendy - Sidoti Christopher Svezia - Wedbush Operator Good afternoon, and welcome to Shoe Carnival's First Qu ...

Shoe Carnival, Inc. (NASDAQ:SCVL) Q4 2019 Results Earnings Conference Call March 25, 2020 4:30 PM ET Company Participants Clifton Sifford - Vice Chairman and Chief Executive Officer Mark Worden - President and Chief Customer Officer Kerry Jackson - Senior Executive Vice President and Chief Financial and Administrative Officer Conference Call Participants Mitch Kummetz - Pivotal Research Group Sam Poser - Susquehanna Financial Group Christopher Svezia - Wedbush Operator Good afternoon and welcome to Shoe Car ...

Shoe Carnival, Inc. (NASDAQ:SCVL) Q3 2019 Earnings Conference Call November 21, 2019 4:30 PM ET Company Participants Cliff Sifford - Vice Chairman & Chief Executive Officer Mark Worden - President & Chief Customer Officer Kerry Jackson - Senior Executive Vice President & Chief Financial and Administrative Officer Conference Call Participants Mitch Kummetz - Pivotal Research Greg Pendy - Sidoti Chris Svezia - Wedbush Securities Sam Poser - Susquehanna Operator Good afternoon and welcome to Shoe Carnival's Th ...

Shoe Carnival, Inc. (NASDAQ:SCVL) Q2 2019 Earnings Conference Call August 28, 2019 4:30 PM ET Company Participants Cliff Sifford - President and Chief Executive Officer Kerry Jackson - Senior Executive Vice President Chief Operating and Financial Officer and Treasurer Conference Call Participants Mitch Kummetz - Pivotal Research Group Sam Poser - Susquehanna Chris Svezia - Wedbush Greg Pendy - Sidoti Operator Good afternoon and welcome to Shoe CarnivalÂ's Second Quarter Fiscal 2019 Earnings Conference Call. ...

Shoe Carnival, Inc. (NASDAQ:SCVL) Q1 2019 Results Earnings Conference Call May 22, 2019 4:30 PM ET Company Participants Cliff Sifford - President and CEO Kerry Jackson - Senior Executive Vice President, Chief Operating and Financial Officer Conference Call Participants Mitch Kummetz - Pivotal Research Group Greg Pendy - Sidoti Chris Svezia - Wedbush Sam Poser - Susquehanna Operator Good afternoon. And welcome to Shoe CarnivalÂ's First Quarter Fiscal 2018 Earnings Conference Call. TodayÂ's call is being reco ...