Part I - Financial Information Item 1. Financial Statements (Unaudited) This section presents Shoe Carnival, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, income statements, shareholders' equity, cash flows, and detailed notes on presentation, net income per share, fair value, stock-based compensation, revenue, and leases Condensed Consolidated Balance Sheets | (In thousands) | April 29, 2023 | January 28, 2023 | April 30, 2022 | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $32,587 | $51,372 | $86,179 | | Merchandise inventories | $389,508 | $390,390 | $345,021 | | Total Current Assets | $453,550 | $469,723 | $471,199 | | Total Assets | $976,629 | $989,781 | $861,734 | | Total Current Liabilities | $135,244 | $157,285 | $199,367 | | Total Liabilities | $438,949 | $464,213 | $406,020 | | Total Shareholders' Equity | $537,680 | $525,568 | $455,714 | Condensed Consolidated Statements of Income | (In thousands, except per share data) | Thirteen Weeks Ended April 29, 2023 | Thirteen Weeks Ended April 30, 2022 | | :--- | :--- | :--- | | Net sales | $281,184 | $317,527 | | Gross profit | $98,517 | $112,863 | | Operating income | $20,939 | $35,384 | | Net income | $16,526 | $26,897 | | Basic Net income per share | $0.61 | $0.96 | | Diluted Net income per share | $0.60 | $0.95 | Condensed Consolidated Statements of Shareholders' Equity | (In thousands) | Balance at January 28, 2023 | Dividends declared | Net income | Balance at April 29, 2023 | | :--- | :--- | :--- | :--- | :--- | | Total Shareholders' Equity | $525,568 | $(2,780) | $16,526 | $537,680 | | (In thousands) | Balance at January 29, 2022 | Dividends declared | Net income | Balance at April 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Shareholders' Equity | $452,533 | $(2,561) | $26,897 | $455,714 | Condensed Consolidated Statements of Cash Flows | (In thousands) | Thirteen Weeks Ended April 29, 2023 | Thirteen Weeks Ended April 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $2,052 | $17,703 | | Net cash used in investing activities | $(15,026) | $(23,873) | | Net cash used in financing activities | $(5,811) | $(25,094) | | Net decrease in cash and cash equivalents | $(18,785) | $(31,264) | | Cash and cash equivalents at end of period | $32,587 | $86,179 | Notes to Condensed Consolidated Financial Statements Note 1 – Basis of Presentation - Shoe Carnival, Inc. operates as a leading omnichannel family footwear retailer across 35 U.S. states, Puerto Rico, and its e-commerce platform20 - The company offers a broad assortment of branded footwear and accessories for all ages under its Shoe Carnival and Shoe Station banners20 Note 2 - Net Income Per Share | (In thousands, except per share data) | April 29, 2023 | April 30, 2022 | | :--- | :--- | :--- | | Basic Net Income per Share | $0.61 | $0.96 | | Diluted Net Income per Share | $0.60 | $0.95 | | Basic Weighted Average Shares | 27,223 | 27,996 | | Diluted Weighted Average Shares | 27,505 | 28,331 | - Approximately 1,000 unvested stock-based awards were excluded from diluted net income per share computation for Q1 2023 due to their anti-dilutive impact22 Note 3 - Fair Value Measurements | (In thousands) | April 29, 2023 | January 28, 2023 | April 30, 2022 | | :--- | :--- | :--- | :--- | | Cash equivalents - money market mutual funds | $29,456 | $45,265 | $90,598 | | Marketable securities - mutual funds that fund deferred compensation | $11,535 | $11,601 | $10,965 | | Total Fair Value Measurements | $40,991 | $56,866 | $101,563 | - The company recognized cumulative unrealized losses of $2.6 million on equity securities held as of April 29, 202324 - No impairment charges were recorded for long-lived assets during Q1 2023 or Q1 202226 Note 4 - Stock-Based Compensation | (In thousands) | Thirteen Weeks Ended April 29, 2023 | Thirteen Weeks Ended April 30, 2022 | | :--- | :--- | :--- | | Total stock-based compensation expense | $1,209 | $1,240 | - As of April 29, 2023, $10.9 million of unrecognized compensation expense for share-settled equity awards is expected to be recognized over approximately 2.4 years28 | Share-Settled Equity Awards | Number of Shares (April 29, 2023) | Weighted Average Grant Date Fair Value (April 29, 2023) | | :--- | :--- | :--- | | Outstanding at January 28, 2023 | 560,323 | $23.27 | | Granted | 370,653 | $24.98 | | Vested | (282,927) | $16.83 | | Forfeited | (10,420) | $30.00 | | Outstanding at April 29, 2023 | 637,629 | $27.01 | Note 5 – Revenue | (In thousands) | Thirteen Weeks Ended April 29, 2023 | % of Net Sales | Thirteen Weeks Ended April 30, 2022 | % of Net Sales | | :--- | :--- | :--- | :--- | :--- | | Non-Athletics | $142,732 | 51% | $159,111 | 50% | | Athletics | $122,853 | 44% | $140,791 | 44% | | Accessories | $14,548 | 5% | $15,752 | 5% | | Other | $1,051 | 0% | $1,873 | 1% | | Total Net Sales | $281,184 | 100% | $317,527 | 100% | - Revenue is recognized at the point of sale for in-store and 'buy online, pick up in store' transactions, and upon shipment for e-commerce home deliveries32 - The Shoe Perks rewards program allocates transaction price, recognizing revenue for loyalty points based on estimated redemptions and expirations39 Note 6 – Leases - All physical stores, the distribution center, and office space are leased and classified as operating leases40 | (In thousands) | Thirteen Weeks Ended April 29, 2023 | Thirteen Weeks Ended April 30, 2022 | | :--- | :--- | :--- | | Operating lease cost | $15,872 | $14,699 | | Variable lease cost (CAM, property taxes, insurance) | $5,352 | $4,761 | | Percentage rent and other variable lease costs | $243 | $193 | | Total Lease Costs | $21,467 | $19,653 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's Q1 2023 financial condition and results, covering sales, profitability, expenses, liquidity, cash flows, capital resources, store strategy, and credit agreement details Factors That May Affect Future Results - Future results are subject to various factors including cost control, labor, promotions, economic downturns, the Shoe Station acquisition, security, retail environment changes, online competition, inventory, supplier relations, trade policies, competition, marketing, real estate, weather, consumer trends, IT disruptions, natural disasters, public health, seasonality, cybersecurity, and business strategy execution42 Overview of Our Business - Shoe Carnival, Inc. operates as an omnichannel family footwear retailer under Shoe Carnival and Shoe Station banners, aiming to be the preferred retailer for on-trend branded footwear45 - The Shoe Carnival banner offers competitive pricing and a high-energy in-store experience, while Shoe Station targets affluent customers with a larger format and focus on emerging fashion4748 - Distinctive shopping experiences provide competitive advantages, including increased multiple unit sales, a loyal customer base, word-of-mouth advertising, and enhanced sell-through of in-season goods49 Critical Accounting Policies - No material changes occurred in critical accounting policies, including Merchandise Inventories, long-lived assets, goodwill, intangible assets, leases, and income taxes, as detailed in the Annual Report on Form 10-K50 Results of Operations Summary Information | Quarter Ended | Number of Stores (End of Period) | Net Change in Store Square Footage | Comparable Store Sales | | :--- | :--- | :--- | :--- | | April 29, 2023 | 397 | 5,000 | (11.9)% | | April 30, 2022 | 395 | 31,000 | (10.6)% | - Comparable store sales include e-commerce, with the original 21 Shoe Station stores and www.shoestation.com included in calculations from Q1 202351 Executive Summary for First Quarter Ended April 29, 2023 - Diluted net income per share decreased to $0.60 in Q1 2023 from $0.95 in Q1 2022, primarily due to an 11.4% reduction in Net Sales54 - Reduced footwear demand stemmed from persistent inflation, a nearly 9% reduction in federal tax refunds, and unfavorable weather, causing a 23% decline in spring seasonal product sales54 - Despite reduced sales, Q1 2023 was a top-three first quarter, with CRM investments sustaining gross profit margin above 35%, growing loyalty customers by over 12% to 32.7 million, and increasing store conversion to a seven-quarter high5558 - Merchandise Inventories were $44.5 million higher year-over-year but decreased from $105.2 million higher at year-end fiscal 2022, with a goal to reduce inventories by approximately $40 million by year-end fiscal 202355 - The company ended Q1 2023 with 397 stores (372 Shoe Carnival, 25 Shoe Station), opened one Shoe Station store and its e-commerce site, and plans to operate over 400 stores in Q3 202357 Results of Operations Comparison (Q1 2023 vs. Q1 2022) Net Sales | Metric | Q1 2023 | Q1 2022 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $281.2 million | $317.5 million | -11.4% | | Comparable Store Sales | -11.9% | N/A | N/A | | E-commerce sales as % of merchandise sales | 8% | 11% | -3 percentage points | - The 11.4% decrease in Net Sales was primarily due to an 11.9% comparable store sales decline, driven by decreased traffic in physical stores and e-commerce, attributed to persistent inflation, reduced federal tax refunds, and unfavorable weather58 Gross Profit | Metric | Q1 2023 | Q1 2022 | Change | | :--- | :--- | :--- | :--- | | Gross Profit | $98.5 million | $112.8 million | -$14.3 million | | Gross profit margin | 35.0% | 35.5% | -0.5 percentage points | | Merchandise margin | -30 basis points | N/A | N/A | | BDO costs impact on gross profit margin | -20 basis points | N/A | N/A | - Merchandise margin decreased due to increased promotional intensity on lower volumes, while buying, distribution, and occupancy (BDO) costs, though lower, decreased gross profit margin by 20 basis points59 Selling, General and Administrative Expenses ("SG&A") | Metric | Q1 2023 | Q1 2022 | Change | | :--- | :--- | :--- | :--- | | SG&A Expenses | $77.6 million | $77.5 million | +$0.1 million | | SG&A as % of Net Sales | 27.6% | 24.4% | +3.2 percentage points | - SG&A expenses remained nearly flat year-over-year, with higher depreciation from store modernization and healthcare costs offset by reduced selling costs60 Interest Income and Interest Expense - Net interest income increased income before taxes by $0.5 million in Q1 2023 compared to Q1 2022, driven by higher interest on invested cash and lower unused commitment fees61 Income Taxes | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Effective income tax rate | 22.6% | 23.8% | - The lower quarterly effective tax rate resulted primarily from a discrete item related to a higher stock-based compensation benefit leveraged over lower pre-tax income62 - For fiscal year 2023, the company expects its tax rate to be between 24% and 26%, compared to 25.2% in fiscal 202262 Liquidity and Capital Resources Cash Flow - Operating Activities | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net cash generated from operating activities | $2.1 million | $17.7 million | | Working capital | $318.3 million | $271.8 million | | Current ratio | 3.4 | 2.4 | - The decrease in operating cash flow was primarily driven by decreased Net Sales in Q1 202364 - Working capital increased year-over-year due to lower Accounts Payable and higher Merchandise Inventory levels, partially offset by lower cash balances65 Cash Flow – Investing Activities | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Purchases of property and equipment | $15.0 million | $26.9 million | | Marketable Securities balance | $11.5 million | $11.0 million | - Cash outflows for investing activities primarily consisted of capital expenditures for property and equipment, mainly for the store portfolio modernization plan66 Cash Flow – Financing Activities | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net cash used in financing activities | $5.8 million | $25.1 million | | Share repurchases | $0 | $20.5 million | - The decrease in net cash used in financing activities was primarily due to no share repurchases in Q1 2023, compared to $20.5 million in Q1 202269 Capital Expenditures - Capital expenditures for Fiscal 2023 are expected to be between $60 million and $70 million70 - Approximately $55 million to $60 million is allocated for new stores and modernization, and $5 million to $10 million for distribution center/e-commerce upgrades, other store improvements, technology investments, and asset replacement70 Store Portfolio - The company opened one Shoe Station store and closed one Shoe Carnival store in Q1 202371 - The growth strategy targets operating over 400 stores in Q3 2023 and over 500 stores by 2028 through organic and acquired growth, aiming to grow the Shoe Station banner to over 100 stores71 Credit Agreement - The company has a $100 million Amended and Restated Credit Agreement, collateralized by inventory, expiring March 23, 2027, with SOFR-based interest72 - Key covenants require a minimum net worth of $250 million and a consolidated interest coverage ratio of not less than 3.0 to 1.0, with which the company complied as of April 29, 202372 - The Credit Agreement permits cash dividends and share repurchases of $15 million or less per fiscal year without restriction, provided no default exists73 - No funds were borrowed or repaid under the Credit Agreement during Q1 2023, with borrowing capacity at $99.3 million as of April 29, 202374 Dividends - The Board approved a Q1 2023 cash dividend of $0.10 per share, paid April 17, 2023, totaling $2.9 million returned to shareholders76 - In Q1 2022, the dividend paid was $0.09 per share, totaling $2.6 million76 Share Repurchase Program - The Board authorized a $50.0 million share repurchase program effective January 1, 2023, expiring December 31, 202378 - No share repurchases were made in Fiscal 2023 to date; however, 682,886 shares were repurchased at a cost of $20.5 million in Q1 202279 Seasonality - The company experiences three distinct peak selling periods: Easter, back-to-school, and Christmas, significantly impacting operating results80 - Unanticipated decreases in demand or supply chain disruptions during peak seasons could negatively affect Net Sales, Gross Profit, and profitability80 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines the company's market risk exposure, primarily from variable interest rates on its credit agreement, noting no use of interest rate derivative instruments - The company is exposed to market risk due to variable interest rates on its Credit Agreement81 - No interest rate derivative instruments are used to manage exposure to changes in market interest rates81 - No borrowings were outstanding during the first quarter of 202381 Item 4. Controls and Procedures This section confirms the effectiveness of disclosure controls and procedures as of April 29, 2023, with no significant changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of April 29, 202382 - No significant changes in internal control over financial reporting occurred during the quarter ended April 29, 202383 Part II - Other Information Item 1A. Risk Factors This section states no material changes to risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes occurred to the risk factors outlined in the Annual Report on Form 10-K for the fiscal year ended January 28, 202385 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details equity security transactions, focusing on shares withheld for employee payroll tax and the status of the authorized share repurchase program | 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) | | :--- | :--- | :--- | :--- | :--- | | January 29, 2023 to February 25, 2023 | 1,289 | $27.56 | 0 | $50,000,000 | | February 26, 2023 to April 1, 2023 | 113,985 | $25.37 | 0 | $50,000,000 | | April 2, 2023 to April 29, 2023 | 0 | $0.00 | 0 | $50,000,000 | | Total | 115,274 | N/A | 0 | N/A | - 115,274 shares were withheld by the company for employee payroll tax withholding upon the vesting of stock-based compensation awards87 - The $50.0 million 2023 Share Repurchase Program, effective January 1, 2023, and expiring December 31, 2023, has $50,000,000 remaining available for purchase87 Item 6. Exhibits This section provides a comprehensive index of all exhibits filed with the Quarterly Report on Form 10-Q, including corporate documents, agreements, certifications, and XBRL data - The exhibit index includes corporate documents, employment and stock award agreements, CEO and CFO certifications (Sarbanes-Oxley Act), and Inline XBRL financial statements89 Signature Signature This section formally concludes the Quarterly Report on Form 10-Q with the signature of an authorized officer, confirming submission under the Securities Exchange Act of 1934 - The report was signed on June 2, 2023, by Erik D. Gast, Executive Vice President, Chief Financial Officer, and Treasurer, as the duly authorized officer and principal financial officer91
Shoe Carnival(SCVL) - 2024 Q1 - Quarterly Report