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. ☒ Yes ☐ No

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). ☒ Yes ☐ No

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). ☐ Yes ☒ No

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 $0.01 per share, outstanding at ~~November 30, 2017~~May 25, 2023 was ~~16,951,770.~~27,335,595.


(In thousands, except share data)	October 28, 2017			January 28, 2017			October 29, 2016			April 29, 2023			January 28, 2023			April 30, 2022

Assets
Current Assets:
Cash and cash equivalents	$	21,050		$	62,944		$	33,509		$	32,587		$	51,372		$	86,179
Marketable securities											11,535			11,601			10,965
Accounts receivable		7,365			4,424			3,540			3,084			3,052			14,442
Merchandise inventories		302,935			279,646			314,925			389,508			390,390			345,021
Other		6,883			4,737			5,630			16,836			13,308			14,592
Total Current Assets		338,233			351,751			357,604			453,550			469,723			471,199
Property and equipment - net		93,041			96,216			102,932
Deferred income taxes		10,769			9,600			8,163
Property and equipment – net											150,487			141,435			110,033
Operating lease right-of-use assets											312,760			318,612			222,259
Intangible assets											32,600			32,600			32,600
Goodwill											12,023			12,023			11,698
Other noncurrent assets		663			911			970			15,209			15,388			13,945
Total Assets	$	442,706		$	458,478		$	469,669		$	976,629		$	989,781		$	861,734

Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	59,355		$	67,808		$	69,986		$	55,853		$	78,850		$	116,837
Accrued and other liabilities		21,933			18,488			18,936			21,314			20,281			31,243
Current portion of operating lease liabilities											58,077			58,154			51,287
Total Current Liabilities		81,288			86,296			88,922			135,244			157,285			199,367
Deferred lease incentives		29,297			30,751			30,320
Accrued rent		10,689			11,255			11,465
Long-term portion of operating lease liabilities											279,168			285,074			195,426
Deferred income taxes											14,526			11,844			409
Deferred compensation		10,974			10,465			10,171			9,809			9,840			10,482
Other		884			829			767			202			170			336
Total Liabilities		133,132			139,596			141,645			438,949			464,213			406,020

Shareholders’ Equity:
Common stock, $.01 par value, 50,000,000 shares authorized, 20,535,261 shares, 20,569,198 shares and 20,569,198 shares issued, respectively		205			206			206
Common stock, $0.01 par value, 50,000,000 shares authorized and 41,049,190 shares issued in each period, respectively											410			410			410
Additional paid-in capital		62,609			65,272			64,957			80,361			83,423			79,595
Retained earnings		331,898			312,641			314,851			667,196			653,450			577,823
Treasury stock, at cost, 3,583,491 shares, 2,433,925 shares and 2,146,622 shares, respectively		(85,138	)		(59,237	)		(51,990	)
Treasury stock, at cost, 13,713,595 shares, 13,883,902 shares and 13,461,836 shares, respectively											(210,287	)		(211,715	)		(202,114	)
Total Shareholders’ Equity		309,574			318,882			328,024			537,680			525,568			455,714
Total Liabilities and Shareholders’ Equity	$	442,706		$	458,478		$	469,669		$	976,629		$	989,781		$	861,734

Note 2 - Net Income Per Share

The following ~~tables set~~table sets forth the computation of basic and diluted ~~earnings~~net income per share as shown on the face of the accompanying Condensed Consolidated Statements of Income:

Thirteen Weeks Ended
October 28, 2017 October 29, 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 $ 10,697 $ 9,672
Amount allocated to participating securities (162 ) (214 )
Net income available for basic common shares and basic earnings per share $ 10,535 15,957 $ 0.66 $ 9,458 17,609 $ 0.54

Diluted Earnings per Share:
Net income $ 10,697 $ 9,672
Amount allocated to participating securities (162 ) (214 )
Adjustment for dilutive potential common shares 0 9 0 5
Net income available for diluted common shares and diluted earnings per share $ 10,535 15,966 $ 0.66 $ 9,458 17,614 $ 0.54


	Thirteen Weeks Ended
	April 29, 2023						April 30, 2022
			(In thousands, except per share data)
Basic Net Income per Share:	Net Income		Shares		Per Share Amount		Net Income		Shares		Per Share Amount
Net income available for basic common shares and basic net income per share	$	16,526		27,223	$	0.61	$	26,897		27,996	$	0.96
Diluted Net Income per Share:
Net income	$	16,526					$	26,897
Conversion of stock-based compensation arrangements		0		282				0		335
Net income available for diluted common shares and diluted net income per share	$	16,526		27,505	$	0.60	$	26,897		28,331	$	0.95

Thirty-Nine Weeks Ended
October 28, 2017 October 29, 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 $ 22,824 $ 24,437
Amount allocated to participating securities (328 ) (515 )
Net income available for basic common shares and basic earnings per share $ 22,496 16,287 $ 1.38 $ 23,922 18,220 $ 1.31

Diluted Earnings per Share:
Net income $ 22,824 $ 24,437
Amount allocated to participating securities (328 ) (515 )
Adjustment for dilutive potential common shares 0 6 0 5
Net income available for diluted common shares and diluted earnings per share $ 22,496 16,293 $ 1.38 $ 23,922 18,225 $ 1.31

~~Our basic~~The computation of Basic Net Income per Share is based on the weighted average number of common shares outstanding during the period. The computation of Diluted Net Income per Share is based on the weighted average number of shares outstanding plus the dilutive incremental shares that would be outstanding assuming the vesting of stock-based compensation arrangements involving restricted stock, restricted stock units and ~~diluted earnings~~performance stock units. The computation of Diluted Net Income per ~~share are computed using~~Share for the ~~two-class method. The two-class method is an earnings allocation method~~thirteen weeks ended April 29, 2023 excluded approximately 1,000 unvested stock-based awards that ~~determines~~will be settled in shares because the impact would have been anti-dilutive. During the thirteen weeks ended April 30, 2022, approximately 24,000 unvested stock-based awards that will be settled in shares were excluded from the computation of diluted 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. We will adopt this guidance effective February 4, 2018, and plan to use the modified retrospective transition approach, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying this guidance to contracts in effect as of the adoption date. While we have made progress on our scoping review and assessment phase, we are still evaluatingbecause the impact ~~this guidance will~~would have on our financial statements and related disclosures. 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.been anti-dilutive.

In July 2015, the FASB issued guidance on simplifying the measurement of inventory by requiring inventory to be measured at the lower of cost or net realizable value. 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, with early adoption 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 43 - 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~~financial instruments that are measured at fair value on a recurring basis at ~~October 28, 2017,~~
April 29, 2023, January 28, ~~2017~~2023 and ~~October~~April 30, 2022:


	Fair Value Measurements
(In thousands)	Level 1		Level 2		Level 3		Total
As of April 29, 2023
Cash equivalents - money market mutual funds	$	29,456	$	0	$	0	$	29,456
Marketable securities - mutual funds that fund deferred compensation		11,535		0		0		11,535
Total	$	40,991	$	0	$	0	$	40,991
As of January 28, 2023
Cash equivalents - money market mutual funds	$	45,265	$	0	$	0	$	45,265
Marketable securities - mutual funds that fund deferred compensation		11,601						11,601
Total	$	56,866	$	0	$	0	$	56,866
As of April 30, 2022
Cash equivalents - money market mutual funds	$	90,598	$	0	$	0	$	90,598
Marketable securities - mutual funds that fund deferred compensation		10,965						10,965
Total	$	101,563	$	0	$	0	$	101,563

We invest in publicly traded mutual funds with readily determinable fair values. These Marketable Securities are designed to mitigate volatility in our Condensed Consolidated Statements of Income associated with our non-qualified deferred compensation plan. As of April 29, ~~2016.~~2023, these Marketable Securities were principally invested in equity-based mutual funds, consistent with the allocation in our deferred compensation plan. As of April 29, 2023, the balance in our deferred compensation plan was $11.7 million, of which $1.9 million was in Accrued and Other Liabilities based on scheduled payments due within the next 12 months and the remaining balance was in Deferred Compensation, a long-term liability. To the extent there is a variation in invested funds compared to the total non-qualified deferred compensation plan liability, such fund variance is invested in a stable value mutual fund. We classify these Marketable Securities as current assets because we have the ability to convert the securities into cash at our discretion and these Marketable Securities are not held in a rabbi trust. We have ~~no material liabilities measured~~recognized cumulative unrealized losses of $2.6 million, $2.9 million and $2.6 million related to equity securities still held at ~~fair value on a recurring or non-recurring basis.~~

April 29, 2023, January 28, 2023 and April 30, 2022, respectively. For the thirteen weeks ended April 29, 2023 and April 30, 2022, we have recognized unrealized gains of $299,000 and unrealized losses of $535,000 related to equity securities still held at April 29, 2023 and April 30, 2022, respectively.

The fair values of ~~cash, receivables, accounts payable, accrued expenses~~Cash and ~~other current liabilities~~Cash Equivalents, Accounts Receivable, Accounts Payable, Accrued Expenses and Other Current Liabilities approximate their carrying values because of their short-term nature. ~~From time to time, we measure certain assets at fair value on a non-recurring basis, specifically~~

We periodically evaluate our long-lived assets ~~evaluated for impairment. These are typically store specific assets, which are reviewed~~ for impairment ~~whenever~~if events or ~~changes in~~ circumstances indicate that ~~recoverability of their~~the carrying value may not be recoverable. The carrying value of long-lived assets is ~~questionable. If~~considered impaired when the carrying value of the assets exceeds the expected ~~undiscounted~~ future cash flows ~~related~~ to be derived from their use. Assets are grouped, and the evaluation is performed, at the lowest level for which there are identifiable cash flows, which is generally at a ~~store’s assets~~store level. Store level asset groupings typically include Property and Equipment, Operating Lease Right-of-Use Assets, and the current and long-term portions of operating lease liabilities. Assets subject to impairment are ~~less than their carrying value, an impairment loss would be recognized for the difference between~~adjusted to estimated fair value and, ~~carrying value and~~if applicable, an impairment loss is recorded in ~~selling, general~~Selling, General and ~~administrative expenses. We estimate~~Administrative Expenses. If the ~~fair value of store assets using an income-based approach considering~~Operating Lease Right-of-Use Asset is impaired, we would amortize the ~~cash flows expected~~remaining right-of-use asset on a straight-line basis 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.

term. During the thirteen weeks ended ~~October 28, 2017, we recorded impairments of $105,000 on long-lived assets. Subsequent to this~~April 29, 2023 and April 30, 2022, no impairment these long-lived assets had a remaining unamortized basis of $153,000. During the thirty-nine weeks ended October 28, 2017, we recorded impairments of $1.7 million on long-lived assets. Subsequent to this impairment, these long-lived assets had a remaining unamortized basis of $1.2 million. During the thirteen and thirty-nine weeks ended October 29, 2016, we recorded impairments of $193,000 on long-lived assets. Subsequent to this impairment, these long-lived assets had a remaining unamortized basis of $337,000.charges were recorded.

The total fair value at grant date of restricted stock units and performance stock units that vested during the ~~SARs activity:~~

~~SARs were~~thirteen weeks ended April 29, 2023 and April 30, 2022 was $4.8 million and $3.1 million, respectively. The weighted-average grant date fair value of restricted stock units and performance stock units granted during the ~~first quarter~~thirteen weeks ended April 30, 2022 was $30.52.

Note 5 – Revenue

Disaggregation of ~~fiscal 2015~~Revenue by Product Category

Revenue is disaggregated by product category below. Net Sales and percentage of Net Sales for the thirteen weeks ended April 29, 2023 and April 30, 2022 were as follows:


(In thousands)	Thirteen Weeks Ended April 29, 2023				Thirteen Weeks Ended April 30, 2022
Non-Athletics:
Women’s	$	77,759	28	%	$	88,554	28	%
Men’s		43,446	15			49,152	15
Children’s		21,527	8			21,405	7
Total		142,732	51			159,111	50

Athletics:
Women’s		42,788	15			51,034	16
Men’s		48,036	17			53,026	17
Children’s		32,029	12			36,731	11
Total		122,853	44			140,791	44

Accessories		14,548	5			15,752	5

Other		1,051	0			1,873	1

Total	$	281,184	100	%	$	317,527	100	%

Accounting Policy and Performance Obligations

We operate as an omnichannel, family footwear retailer and provide the convenience of shopping at our physical stores or shopping online through our e-commerce platform. As part of our omnichannel strategy, we offer Shoes 2U, a program that enables us to ~~certain non-executive employees, such that one-third~~ship product to a customer’s home or selected store if the product is not in stock at a particular store. We also offer “buy online, pick up in store” services for our customers. “Buy online, pick up in store” provides the convenience of local pickup for our customers.

For our physical stores, we satisfy our performance obligation and control is transferred at the point of sale when the customer takes possession of the ~~shares underlying~~products. This also includes the ~~SARs will vest~~“buy online, pick up in store” scenario described above and ~~become fully exercisable~~includes sales made via our Shoes 2U program when customers choose to pick up their goods at a physical store. For sales made through our e-commerce platform in which the customer chooses home delivery, we transfer control and recognize revenue when the product is shipped. This also includes sales made via our Shoes 2U program when the customer chooses home delivery.

We offer our customers sales incentives including coupons, discounts and free merchandise. Sales are recorded net of such incentives and returns and allowances. If an incentive involves free merchandise, that merchandise is recorded as a zero sale and the cost is included in Cost of Sales. Gift card revenue is recognized at the time of redemption. When a customer makes a purchase as part of our rewards program, we allocate the transaction price between the goods purchased and the loyalty reward points and recognize the loyalty revenue based on estimated customer redemptions.

Transaction Price and Payment Terms

The transaction price is the amount of consideration we expect to receive from our customers and is reduced by any stated promotional discounts at the time of purchase. The transaction price may be variable due to terms that permit customers to exchange or return products for a refund. The implicit contract with the customer reflected in the transaction receipt states the final terms of the sale, including the description, quantity, and price of each product purchased. The customer agrees to a stated price in the contract that does not vary over the term of the contract and may include revenue to offset shipping costs. Taxes imposed by governmental authorities such as sales taxes are excluded from Net Sales.

We accept various forms of payment from customers at the point of sale typical for an omnichannel retailer. Payments made for products are generally collected when control passes to the customer, either at the point of sale or at the time the customer order is shipped. For Shoes 2U transactions, customers may order the product at the point of sale. For these transactions, customers pay in advance and unearned revenue is recorded as a contract liability. We recognize the related revenue when control has been transferred to the customer (i.e., when the product is picked up by the customer or shipped to the customer). Unearned revenue related to Shoes 2U was not material to our consolidated financial statements at April 29, 2023, January 28, 2023 or April 30, 2022.

Returns and Refunds

We have established an allowance based upon historical experience in order to estimate return and refund transactions. This allowance is recorded as a reduction in sales with a corresponding refund liability recorded in Accrued and Other Liabilities. The estimated cost of Merchandise Inventory is recorded as a reduction to Cost of Sales and an increase in Merchandise Inventories. Approximately $866,000 of refund liabilities and $503,000 of right of return assets associated with estimated product returns were recorded in Accrued and Other Liabilities as of April 29, 2023 and January 28, 2023. Approximately $884,000 of refund liabilities and $516,000 of right of return assets associated with estimated product returns were recorded in Accrued and Other Liabilities at April 30, 2022.

Contract Liabilities

The issuance of a gift card is recorded as an increase to contract liabilities and a decrease to contract liabilities when a customer redeems a gift card. Estimated breakage is determined based on historical breakage percentages and recognized as revenue based on expected gift card usage. We do not record breakage revenue when escheat liability to relevant jurisdictions exists.At April 29, 2023, January 28, 2023 and April 30, 2022, approximately $2.0 million, $2.4 million and $2.0 million of contract liabilities associated with unredeemed gift cards were recorded in Accrued and Other Liabilities, respectively. We expect the revenue associated with these liabilities to be recognized in proportion to the pattern of customer redemptions within two years. Breakage revenue associated with our gift cards recognized in Net Sales was not material to any of the periods presented.

Our Shoe Perks rewards program allows customers to accrue points and provides customers with the opportunity to earn rewards. Points under Shoe Perks are earned primarily by making purchases through any of our omnichannel points of sale. Once a certain threshold of accumulated points is reached, the customer earns a reward certificate, which is redeemable through any of our sales channels.

When a Shoe Perks customer makes a purchase, we allocate the transaction price between the goods purchased and the loyalty reward points earned based on the relative standalone selling price. The portion allocated to the points program is recorded as a contract liability for rewards that are expected to be redeemed. We then recognize revenue based on an estimate of when customers redeem rewards, which incorporates an estimate of points expected to expire using historical rates. During each of the ~~first three anniversaries~~thirteen weeks ended April 29, 2023 and April 30, 2022, approximately $1.3 million of loyalty rewards were recognized in Net Sales. At April 29, 2023, January 28, 2023 and April 30, 2022, approximately $884,000, $844,000 and $849,000 of contract liabilities associated with loyalty rewards were recorded in Accrued and Other Liabilities, respectively. We expect 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,revenue associated 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 October 28, 2017 and October 29, 2016 was $3.22 and $4.53, respectively.

~~The fair value was estimated using a trinomial lattice model with the following assumptions:~~

October 28, 2017 October 29, 2016
Risk free interest rate yield curve 1.01% - 2.06% 0.18% - 1.33%
Expected dividend yield 1.4 % 1.1 %
Expected volatility 37.34 % 35.06 %
Maximum life 2.4 Years 3.4 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:~~

(In thousands)
Thirteen
Weeks Ended
October 28,
2017

Thirteen
Weeks Ended
October 29,
2016

Thirty-nine
Weeks Ended
October 28,
2017

Thirty-nine
Weeks Ended
October 29,
2016
Stock-based compensation before the recognized income tax effect $ 140 $ 12 $ (97 ) $ 208
Income tax effect $ 56 $ 4 $ (38 ) $ 79

~~As of October 28, 2017, approximately $23,000 in unrecognized compensation expense remained related to non-vested SARs. This expense is expected~~liabilities to be recognized ~~over~~in proportion to the ~~five month period following~~pattern of customer redemptions in less than one year.

This ~~quarterly report~~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: our ability to control costs and meet our labor needs in a rising wage, inflationary, and/or supply chain constrained environment; our ability to maintain current promotional intensity levels; the effects and duration of economic downturns and unemployment rates; our ability to achieve expected operating results, synergies, and other benefits from the Shoe Station acquisition within expected time frames, or at all; the potential impact of national and international security concerns, including those caused by war and terrorism, on the retail environment; general economic conditions in the areas of the continental United States ~~in which~~and Puerto Rico where our stores are located and the impact of the ongoing economic crisis and hurricane recovery 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;located; 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;~~sales; our ability to successfully navigate the increasing use of ~~on-line~~online retailers for fashion purchases and the impact on traffic and transactions in our physical stores; the success of the open-air shopping centers where many of our stores are located and its impact on our ability to attract customers to our stores; our ability to attract customers to our e-commerce ~~website~~platform and to successfully grow our ~~e-commerce~~omnichannel sales; the ~~potential impact~~effectiveness of ~~national~~our inventory management, including our ability to manage key merchandise vendor relationships and ~~international security concerns on the retail environment;~~direct-to-consumer initiatives; changes in our relationships with other key suppliers; changes in the political and economic environments in, the status of trade relations with, and the impact of changes in trade policies and tariffs impacting, China and other countries which are the major manufacturers of footwear; the impact of competition and pricing; our ability to successfully manage and execute our marketing initiatives and maintain positive brand perception and recognition; our ability to successfully manage our current real estate portfolio and leasing obligations; changes in weather, including patterns impacted by climate change; changes in 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, public health and political crises, civil unrest, and other catastrophic events on our ~~stores,~~operations and the operations of our suppliers, as well as on consumer confidence and purchasing in general; the duration and spread of a public health crisis, such as COVID-19, and the mitigating efforts deployed, including the effects of government stimulus on consumer spending; 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;~~employees, including as a result of a cybersecurity breach; our ability to successfully execute our business strategy, including the availability of desirable store locations at acceptable lease terms, our ability to identify, consummate or effectively integrate future acquisitions, our ability to implement and adapt to new technology and systems, 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~~an increase in the ~~political and economic environments~~cost, or a disruption in ~~and continued favorable trade relations with, China and other countries which are~~ the ~~major manufacturers~~flow, of ~~footwear;~~imported goods; the impact of regulatory changes in the United States, including minimum wage laws and regulations, 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;~~continued volatility and disruption in the ~~impact of any tax reform;~~capital and credit markets; future stock repurchases under our stock repurchase program and future dividend payments. For a more detailed discussion of ~~certain~~ risk factors impacting us, see the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended January 28, ~~2017.~~2023.

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~~PART I, ~~Item~~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,~~2023 as filed with the SEC. This section of this Quarterly Report on Form 10-Q generally discusses our results for first quarter 2023 and first quarter 2022 and year-over-year comparisons between first quarter 2023 and first quarter 2022.

Referred to herein, first quarter 2023 is the thirteen weeks ended April 29, 2023 and first quarter 2022 is the thirteen weeks ended April 30, 2022.

Shoe Carnival, Inc. is one of the nation’s largest omnichannel family footwear ~~retailers, providing~~retailers. On December 3, 2021, we began operating under two banners: Shoe Carnival and Shoe Station. Our objective is to be the ~~convenience~~omnichannel retailer-of-choice for on-trend branded footwear for the entire family. Our product assortment, whether shopping in a physical store or on our e-commerce platform, includes dress, casual, and work shoes, sandals, boots and a wide assortment of ~~shopping at any~~athletic shoes. Our typical physical store carries shoes in two general categories – athletics and non-athletics with subcategories for men's, women's and children's, as well as a broad range of

accessories. In addition to our ~~store locations or online at shoecarnival.com.~~ physical stores, our e-commerce platform offers customers the same assortment of merchandise in all categories of footwear with expanded options in certain instances.

Our stores under the Shoe Carnival banner combine competitive pricing with a ~~promotional,~~high-energy in-store ~~marketing effort~~environment that encourages customer ~~participation~~participation. Footwear in our Shoe Carnival physical stores is organized by category and ~~injects fun~~brand, creating strong brand statements within the aisles. These brand statements are underscored by branded signage on endcaps and ~~surprise into every~~in-line signage throughout the store. Our signage may highlight a vendor’s product offerings or sales promotions, or may highlight seasonal or lifestyle statements by grouping similar footwear from multiple vendors.

The Shoe Station banner and retail locations are a complementary retail platform for us to serve a broader base of family footwear customers in both urban and suburban demographics. The Shoe Station concept targets a more affluent family footwear customer and has a strong track record of capitalizing on emerging footwear fashion trends and introducing new brands. Due to the larger average size of our Shoe Station stores and the targeted, more affluent customer, these locations provide for a primary destination shopping experience. See Note 3 — “Acquisition of Shoe Station” to our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, for further discussion.

We believe ~~this fun and promotional atmosphere results in~~our distinctive shopping experiences give us 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, which we classify 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.

~~It is necessary for us to include certain judgments~~We use judgment in reporting our ~~reported~~ financial results. ~~These judgments involve~~This judgment involves estimates based in part on our historical experience and ~~incorporate~~incorporates 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,~~Merchandise Inventories, valuation of long-lived assets, ~~insurance reserves~~valuation of Goodwill and Intangible Assets, leases and income ~~taxes and~~taxes. The accounting policies that require more significant judgment are discussed in our Annual Report on Form 10-K for the fiscal year ended January 28, ~~2017.~~

~~There~~2023, and there have been no material changes to ~~our~~those 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.policies.

(1)

Comparable store sales is a key performance indicator for ~~the periods indicated~~us. Comparable store sales include stores that have been open for 13 full months after such stores’ grand opening or acquisition prior to the beginning of the period, including those stores that have been relocated or remodeled. Therefore, stores recently opened, acquired or closed ~~during the periods indicated~~ are not included in comparable store sales. We generally include e-commerce sales in our comparable store ~~sales.~~sales as a result of our omnichannel retailer strategy. Due to our ~~multi-channel~~omnichannel retailer strategy, we view e-commerce sales as an extension of our physical stores.

E-commerce platforms associated with a physical store acquisition will not be included in comparable store sales until the initial physical stores are included. The 21 original Shoe Station stores acquired and the www.shoestation.com e-commerce site that went live in early February 2023 are included in comparable store sales calculations beginning in first quarter 2023.

The following table sets forth our results of operations expressed as a percentage of ~~net sales~~Net Sales for the periods indicated:


													Thirteen Weeks Ended			Thirteen Weeks Ended
	Thirteen Weeks Ended October 28, 2017			Thirteen Weeks Ended October 29, 2016			Thirty-nine Weeks Ended October 28, 2017			Thirty-nine Weeks Ended October 29, 2016			April 29, 2023			April 30, 2022
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales (including buying, distribution and occupancy costs)		70.2			70.1			70.9			70.7			65.0			64.5
Gross profit		29.8			29.9			29.1			29.3			35.0			35.5
Selling, general and administrative expenses		23.6			24.3			24.3			24.2			27.6			24.4
Operating income		6.2			5.6			4.8			5.1			7.4			11.1
Interest (income) expense, net		0.0			0.0			0.0			0.0
Income before income taxes		6.2			5.6			4.8			5.1
Interest income, net														(0.2	)		0.0
Income tax expense		2.5			2.1			1.9			1.9			1.7			2.6
Net income		3.7	%		3.5	%		2.9	%		3.2	%		5.9	%		8.5	%

Executive Summary for ~~Third~~First Quarter Ended ~~October 28, 2017~~April 29, 2023

For first quarter 2023, diluted net income per share (“EPS”) was $0.60, compared to $0.95 of EPS in first quarter 2022. The decrease in EPS was primarily driven by reduced Net Sales, which were down $36.3 million, or 11.4%. Store traffic was down approximately 10% and e-commerce traffic was down approximately 13% compared to first quarter 2022. We ~~were pleased with~~believe the start of the third quarter of fiscal 2017 as our back-to-school selections resonated well with our customers. We stocked key items and styles that helped us achieve high single-digit comparable store sales early in the quarter. As the quarter progressed, we experienced traffic declines particularly in the hurricane affected areas of Texas, Florida and Puerto Rico. However, despite a low single-digit decline in trafficreduced demand for the quarter, we posted increases in units per transaction, average sales per transaction and conversion, and ended the quarter with a comparable store sales increase of 4.4 percent. These increases, combined with our ongoing commitment and ability to effectively manage expensesfootwear, and the decrease in ~~shares outstanding due to our share repurchases, resulted in a 22 percent increase in quarterly earnings per diluted share. Highlights for the third quarter of fiscal 2017 are as follows:~~

Net sales increased $12.9 million, or 4.7%, in the third 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 low-single digits compared to the third quarter of fiscal 2016.

~~Our gross profit margin decreased 0.1 percent to 29.8 percent compared to 29.9 percent in the third quarter of fiscal 2016. Our merchandise margin decreased 0.8 percent and was partially offset~~volume sold by ~~buying, distribution and occupancy expenses, which decreased 0.7 percent as a percentage of net sales compared to the third quarter of fiscal 2016.~~

~~Inventory was down 4.3 percent on a per-store basis and we ended the quarter with no outstanding debt under our credit facility.~~

~~We opened seven stores and closed one store during the third quarter of fiscal 2017, ending the quarter with 424 stores.~~

We continue to review our store portfolio for underperforming stores that do not meet our minimum contribution levels. Based on our review to date, we have identified 30 to 35 stores that we plan to close in fiscal 2018 if we cannot improve the performance of those stores. See “Store Openings and Closings” under the Liquidity and Capital Resources section of this Form 10-Q for further discussion of this strategy.

~~Results of Operations for the Third Quarter Ended October 28, 2017~~

~~Net Sales~~

Net sales increased $12.9 million to $287.5 million during the third quarter of fiscal 2017, a 4.7% increase over the prior year’s third quarter net sales of $274.5 million. Of this increase in net sales, $11.9 million was attributable to the 4.4% increase in comparable store sales and $6.6 million was attributable to sales generated by the 26 new stores opened since the beginning of the third quarter of fiscal 2016. These increases were partially offset by a loss in sales of $5.5 million from the 15 stores closed since the beginning of the third quarter of fiscal 2016.

~~Gross Profit~~

Gross profit increased $3.7 million to $85.7 million during the third quarter of fiscal 2017 primarily due to the increase in net sales. Our gross profit margin for the third quarter of fiscal 2017 decreased to 29.8 percent compared to 29.9 percent in the third quarter of fiscal 2016. The merchandise margin decreased 0.8 percent and was partially offset by buying, distribution and occupancy expenses, which decreased 0.7 percent as a percentage of net sales compared to the third quarter of fiscal 2016. Our merchandise margin decreased primarily due to promotional selling during the quarter and a shift in merchandise sold from boots to athletic footwear. Historically, our boot categories have driven higher margins than our athletic footwear. The decrease in buying, distribution and occupancy expenses as a percentage of salesus, was primarily due to ~~lower occupancy costs~~persistent inflation, a nearly 9% reduction in federal tax refunds compared to refunds in first quarter 2022 and unfavorable weather. Sales of spring seasonal product were down approximately 23% compared to first quarter 2022.

Despite the ~~leveraging effect of higher comparable store sales. The decrease~~reduction in ~~occupancy costs was primarily due to~~top-line sales and bottom-line earnings, first quarter 2023 ranked as a top-three first quarter in our history, only surpassed by the ~~stores we have closed since the third quarter~~first quarters of fiscal ~~2016 or plan to close~~2022 and fiscal 2021. Our investments in ~~future periods.~~

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses increased $1.2 million in the third quarter of fiscal 2017 to $67.8 million compared to $66.6 million in the third quarter of fiscal 2016. As a percentage of sales, these expenses decreased to 23.6% in the third quarter of fiscal 2017 from 24.3% in the third quarter of fiscal 2016. The overall increase in selling, general and administrative expenses during the third quarter of fiscal 2017 was primarily~~due to increases in incentive compensation, consulting fees related to our~~ customer relationship management (“CRM”) ~~initiative~~systems have continued to produce sustained higher gross profit margin, increased customer conversion and increased loyalty members compared to pre-CRM and pre-pandemic results in 2019. The benefits of our CRM program were key factors to maintaining the following results with traffic down and consumer spending delayed by weather and stressed by inflation and lower tax refunds:

•

First quarter 2023 marked the ninth consecutive quarter gross profit margin exceeded 35%;

•

Loyalty customers grew over 12% compared to first quarter 2022 to 32.7 million customers; and

•

Store conversion climbed to the highest level in seven consecutive quarters.

We also progressed our plan to lower Merchandise Inventories. As of April 29, 2023, Merchandise Inventories were $44.5 million higher than as of April 30, 2022, down from $105.2 million higher at year end fiscal 2022 compared to year end fiscal 2021, just three months ago. Our goal is that by year end fiscal 2023, Merchandise Inventories will be approximately $40 million lower than year end fiscal 2022. We also began to rebalance Merchandise Inventories and expect to carry a broader assortment of footwear for the back-to-school shopping season with an improved selection of athletic inventory. Last year, athletic footwear availability and related sales in the back-to-school time frame were significantly impacted by a constrained supply chain.

Year end fiscal 2022 marked the 18th consecutive year we ended the year with no debt, and through first quarter 2023, we also funded our operations without debt. As of April 29, 2023, we had $44.1 million of Cash, Cash Equivalents and Marketable Securities and $99.3 million in borrowing capacity.

We ended first quarter 2023 with 397 total stores, 372 Shoe Carnival stores and 25 Shoe Station stores. In first quarter 2023, we opened one Shoe Station store, went live with the Shoe Station e-commerce site, www.shoestation.com, and closed one Shoe Carnival store. We expect to operate over 400 stores in third quarter 2023.

Results of Operations for First Quarter Ended April 29, 2023 Compared to First Quarter Ended April 30, 2022

Net Sales

Net Sales were $281.2 million during first quarter 2023 and decreased 11.4% compared to first quarter 2022, due to an 11.9% comparable store sales decline resulting from decreased traffic in our physical stores and our ~~retirement savings plans. These increases were~~e-commerce sites. We believe the lower traffic resulted from persistent inflation and a reduction in federal tax refunds compared to first quarter 2022. Unfavorable weather also impacted Net Sales, with sales of spring seasonal product down approximately 23% in first quarter 2023 compared to first quarter 2022. The decrease was partially offset by Net Sales attributable to new stores, mostly new Shoe Station stores. E-commerce sales were approximately 8% of merchandise sales in first quarter 2023, compared to 11% in first quarter 2022.

Gross Profit

Gross Profit was $98.5 million during first quarter 2023, a decrease of $14.3 million compared to first quarter 2022. Gross profit margin in first quarter 2023 was 35.0% compared to 35.5% in first quarter 2022. Merchandise margin decreased 30 basis points, reflecting an increase in promotional intensity in first quarter 2023 compared to first quarter 2022 on lower ~~advertising expense for the quarter.~~

~~Pre-opening~~volumes sold. Buying, distribution and occupancy (“BDO") costs ~~included in selling, general and administrative expenses~~ were ~~$209,000~~lower in the ~~third~~ quarter ~~of fiscal 2017~~ compared to ~~$351,000~~first quarter 2022; however, BDO decreased gross profit margin by 20 basis points. The BDO costs were lower in ~~the third~~first quarter ~~last year. We opened seven new stores~~2023 as freight and distribution costs declined versus 2022 through active management, contract renegotiation and normalization.

Selling, General and Administrative Expenses (“SG&A”)

SG&A were $77.6 million in ~~the third~~first quarter ~~of fiscal 2017~~2023, near flat compared to ~~three new stores~~$77.5 million in ~~the third~~first quarter 2022, with higher depreciation and healthcare costs offset by reduced selling costs. The higher depreciation resulted from our store modernization program. As a percentage of ~~fiscal 2016. The decrease~~Net Sales, SG&A were 27.6% in ~~pre-opening costs~~first quarter 2023 compared to 24.4% in first quarter 2022.

Interest Income and Interest Expense

Changes in our interest income and expense increased our income before taxes by $0.5 million in first quarter 2023 compared to first quarter 2022. This increase was primarily due to higher ~~advertising expense incurred in the prior quarter related to opening stores in larger markets. Pre-opening costs, such~~interest earned on invested cash balances and lower unused commitment fees under our current credit agreement 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 $519,000, or 0.2% as a percentage of sales, in the third quarter of fiscal 2017. Store closing costs were $335,000 in the third quarter last year. One store was closed in the third quarter of fiscal 2017 compared to ~~one store closing in the third quarter of fiscal 2016. Store closing costs increased in the third quarter compared to the~~our prior ~~year third quarter primarily due to an increase in expected future store closings of underperforming stores.~~credit agreement.

Income Taxes

The effective income tax rate for ~~the third~~first quarter ~~of fiscal 2017~~2023 was ~~40.0% as~~22.6% compared to ~~37.2%~~23.8% for ~~the same time period in fiscal 2016.~~first quarter 2022. Our provision for income ~~tax expense~~taxes is based on the current estimate of our annual effective tax rate and is adjusted as necessary for quarterly events. The ~~increase in the~~lower quarterly effective tax rate ~~between periods~~ was primarily due to the accounting change adopted in the first quarter of fiscal 2017, which requires us to record the tax effects of stock awards to the income statement when awards vest or are settled, and an increase in permanent itemsone discrete item related to a higher stock-based compensation benefit, leveraged over lower pre-tax income. For the ~~vesting of service-based restricted stock awards.~~

~~Results of Operations for Nine Month Period Ended October 28, 2017~~

~~Net Sales~~

~~Net sales increased $9.0 million~~full 2023 fiscal year, we expect our tax rate to $775.9 million for the nine-month period ended October 28, 2017, a 1.2% increase compared to net sales of $766.9 million for the nine-month period ended October 29, 2016. Of this increase in net sales, $3.2 million was attributable to the 0.4% increase in comparable store salesbe between 24% and $18.3 million was attributable to sales generated by the 38 new stores opened since the beginning of fiscal 2016. These increases were partially offset by a loss in sales of $12.5 million from the 19 stores closed since the beginning of fiscal 2016.

~~Gross Profit~~

Gross profit increased $1.3 million to $226.1 million in the first nine months of fiscal 2017 primarily due to the increase in net sales. Our gross profit margin for the nine months of fiscal 2017 decreased to 29.1% compared to 29.3% in the first nine months of fiscal 2016. The merchandise margin decreased 0.2%, while buying, distribution and occupancy costs remained flat as a percentage of sales26% compared to the ~~same period last year. Our merchandise margin decreased primarily due to an increase in expense related to our multi-channel sales initiatives.~~

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses increased $3.1 million in the first nine months of fiscal 2017 to $188.5 million compared to the same period last year. As a percentage of sales, these expenses increased to 24.3% in the first nine months of fiscal 2017 from 24.2% in the first nine months of fiscal 2016. The overall increase in selling, general and administrative expenses during the first nine months of fiscal 2017 was primarily due to increases in impairments of long-lived assets, employee health care, consulting fees related to our CRM initiative and incentive compensation. These increases were partially offset by decreases in stock-based compensation and advertising expense.

In the first nine months of fiscal 2017, pre-opening costs included in selling, general and administrative expenses were $726,000, or 0.1% as a percentage of sales, compared to $815,000, 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 $3.2 million, or 0.4% as a percentage of sales, in the first nine months of fiscal 2017. Store closing costs were $631,000, or 0.1% as a percentage of sales, in the first nine months of last year. We closed ten stores in the first nine months of fiscal 2017 and five stores were closed in the first nine months of fiscal 2016. Included in the store closing costs in the first nine months of fiscal 2017 and fiscal 2016 were impairments of long-lived assets of $1.7 million and $193,000, respectively, as more stores were impaired in fiscal 2017 compared to fiscal 2016.

~~Income Taxes~~

The effective income tax rate for the first nine months of fiscal 2017 was 38.8% compared to 37.8% for the same period in fiscal 2016. Our provision for income tax expense is based on the current estimate of our annual25.2% effective tax rate ~~and is adjusted as necessary for quarterly events.~~recognized during the full 2022 fiscal year.

Liquidity and Capital Resources

Our primary sources of liquidity are ~~cash~~$44.1 million of Cash, Cash Equivalents and ~~cash equivalents~~Marketable Securities on hand at the end of the first quarter 2023, cash generated from operations and availability under our $100 million credit ~~facility.~~agreement. We believe ~~these~~our 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 normally for working capital, which are principally inventory purchases, ~~store~~investments in our stores, such as new stores, remodels and relocations, distribution center initiatives, lease payments associated with our real estate leases, potential dividend payments, potential share repurchases under our share repurchase program and the financing of capital projects, including investments in new ~~systems, and various~~systems. As part of our growth strategy, we may also pursue strategic acquisitions of other ~~commitments and obligations.~~

footwear retailers.

Cash Flow - Operating Activities

~~Our net~~Net cash ~~provided by~~generated from operating activities was ~~$9.0~~$2.1 million in ~~the~~ first ~~nine months of fiscal 2017~~quarter 2023 compared to ~~$21.5~~$17.7 million ~~in the~~during first ~~nine months of fiscal 2016. These amounts reflect our income from operations adjusted for non-cash items and working capital changes.~~quarter 2022. The ~~year-over-year decrease~~change in operating cash flow was primarily driven by ~~the timing of payments for accounts payable and accrued liabilities.~~decreased Net Sales in first quarter 2023.

Working capital ~~decreased to $256.9~~increased on a year-over-year basis and totaled $318.3 million at ~~October 28, 2017 from $268.7~~April 29, 2023 compared to $271.8 million at ~~October 29, 2016,~~April 30, 2022. The increase was primarily ~~due~~attributable to ~~decreases in cash~~lower Accounts Payable and ~~cash equivalents and merchandise inventory,~~higher Merchandise Inventory levels, partially offset by ~~a decrease~~lower cash balances due to investment in ~~accounts payable compared~~Property and Equipment related to ~~the end of the third quarter of the prior year. The~~our store portfolio modernization plan. Our current ratio was ~~4.2~~3.4 as of ~~October 28, 2017,~~April 29, 2023 compared to ~~4.0 at October 29, 2016.~~2.4 as of April 30, 2022.

Cash Flow -– Investing Activities

Our cash outflows for investing activities are ~~primarily~~normally for capital expenditures. During the first ~~nine months~~quarters of ~~fiscal 2017,~~2023 and 2022, we expended ~~$16.7~~$15.0 million and $26.9 million, respectively, for the purchase of ~~property~~Property and ~~equipment,~~Equipment, primarily related to our store portfolio modernization plan.

We invest in publicly traded mutual funds designed to mitigate income statement volatility associated with our nonqualified deferred compensation plan. The balance of ~~which~~these Marketable Securities was $11.5 million at April 29, 2023, compared to $11.6 million at January 28, 2023 and $11.0 million ~~was for new stores, remodeling and relocations. During the first nine months~~at April 30, 2022. Additional information can be found in Note 3 — “Fair Value Measurements” to our Notes to Condensed Consolidated Financial Statements contained in PART I, ITEM 1 of fiscal 2016, we expended $17.4 million for the purchase of property and equipment, of which $12.9 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.this Quarterly Report on Form 10-Q.

Cash Flow -– Financing Activities

~~Cash~~Our cash outflows for financing activities ~~have represented~~are typically for cash dividend payments, share repurchases ~~and~~or payments on our credit ~~facility.~~agreement. 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.~~stock-based compensation awards that are settled in shares. Our cash inflows from financing activities ~~have represented proceeds from the issuance of shares as a result of~~generally reflect stock ~~option exercises, purchases~~issuances to employees under our Employee Stock Purchase Plan and borrowings under our credit ~~facility.~~agreement.

During ~~the~~ first ~~nine months of fiscal 2017,~~quarter 2023, net cash used in financing activities was ~~$34.2~~$5.8 million compared to $25.1 million during first quarter 2022. The decrease in net cash used in financing activities ~~of $39.3 million in the first nine months of fiscal 2016. The decrease in cash used in financing activities between the two respective periods~~ was primarily ~~attributable~~due to ~~a decrease~~the repurchase of ~~$5.6~~$20.5 million of shares in ~~common stock repurchased~~first quarter 2022 under our Board of Directors’ authorized share repurchase ~~program compared to the~~program. No share repurchases were made in first ~~nine months of fiscal 2016.~~quarter 2023.

Capital Expenditures

Capital expenditures for ~~fiscal 2017,~~Fiscal 2023, including actual expenditures ~~during the~~in first ~~nine months,~~quarter 2023, are expected to be between ~~$20~~$60 million and ~~$21~~$70 million, with approximately ~~$13~~$55 million to $60 million to be used for new stores ~~relocations~~ and ~~remodels. The remaining capital expenditures are expected~~modernization and approximately $5 million to ~~be incurred~~$10 million for upgrades to our distribution center and e-commerce platform, various other store improvements, continued investments in technology and normal asset replacement activities. ~~Lease incentives~~The resources allocated to ~~be received from landlords during fiscal 2017, including actual amounts received during~~projects are subject to near-term changes depending on ongoing supply chain disruptions and potential inflationary and other macroeconomic impacts. Furthermore, the ~~first nine 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, relocated, and ~~relocated,~~remodeled, and the amount of lease incentives, if any, received from ~~landlords and the~~landlords. 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~~openings and relocations will be dependent upon, among other things, the availability of desirable locations, the negotiation of acceptable lease terms and general economic and business conditions affecting consumer spending.

Store Portfolio

We opened one Shoe Station branded store and closed one Shoe Carnival branded store in first quarter 2023. Increasing market penetration by adding new stores is a key component of our growth strategy. We are on track to operate over 400 stores in third quarter 2023 and are targeting operating over 500 stores in 2028. This increased scale will be accomplished through a combination of both organic and acquired store growth. We believe our current store footprint provides for growth in new markets within the United States as well as ~~for decisions surrounding leases on~~fill-in opportunities within 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.

~~We opened 19 stores in~~markets. In the ~~first nine months of fiscal 2017 and do not~~near term, we expect to ~~open any stores in the fourth quarter of fiscal 2017. Pre-opening expenses, including rent, freight, advertising, salaries~~pursue fill-in opportunities for store growth across large and supplies, are expected to total approximately $1.5 million for fiscal 2017, or an average of $79,000 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 26 stores in fiscal 2017. We closed ten stores during the first nine months of fiscal 2017. Five stores were closed during the first nine 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~~mid-size markets as we continue to leverage customer data from 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.CRM program. 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~~options will ~~become~~be available with the addition of the Shoe Station retail concept to our portfolio and aim to grow the Shoe Station banner to over 100 stores over the same time period. However, our future store growth may continue to be impacted by macroeconomic uncertainty and our ability to identify desirable locations and/or acquisition partners.

Credit Agreement

On March 23, 2022, we entered into a $100 million Amended and Restated Credit Agreement (the “Credit Agreement”), which replaced our prior credit agreement. The Credit Agreement is collateralized by our inventory, expires on March 23, 2027, and uses a Secured Overnight Financing Rate ("SOFR") as quoted by The Federal Reserve Bank of New York as the basis for financing charges. Material covenants associated with the Credit Agreement require that we maintain a minimum net worth of $250 million and a consolidated interest coverage ratio of not less than 3.0 to 1.0. We were in compliance with these covenants as of April 29, 2023.

The Credit Agreement contains certain restrictions. However, as long as our consolidated EBITDA is positive and there are either no or low borrowings outstanding, we expect these restrictions would have no impact on our ability to pay cash dividends, execute share repurchases or facilitate acquisitions from cash on hand. The Credit Agreement stipulates that cash dividends and share repurchases of $15 million or less per fiscal year can be made without restriction as long as there is no default or event of default before and immediately after such distributions. We are also permitted to make acquisitions and pay cash dividends or repurchase shares in excess of $15 million in a fiscal year provided that (a) no default or event of default exists before and immediately after the transaction and (b) on a proforma basis, the ratio of (i) the sum of (A) our consolidated funded indebtedness plus (B) three times our consolidated rental expense to (ii) the sum of (A) our consolidated EBITDA plus (B) our consolidated rental expense is less than 3.5 to 1.0. Among other restrictions, the New Credit Agreement also limits our ability to incur additional secured or unsecured debt to $20 million.

The Credit Agreement bears interest, at our option, at (1) the agent bank’s base rate plus 0.0% to 1.0% or (2) Adjusted Term SOFR plus 0.9% to 1.9%, depending on our achievement of certain performance criteria. A commitment fee is charged at 0.2% to 0.3% per annum, depending on our achievement of certain performance criteria, on the unused portion of the lenders’ commitment. During first quarter 2023, we did not borrow or repay funds under the Credit Agreement. Letters of credit outstanding were $700,000 at April 29, 2023 and our borrowing capacity was $99.3 million.

The terms “net worth”, “consolidated interest coverage ratio”, “consolidated funded indebtedness”, “consolidated rental expense”, “consolidated EBITDA”, “base rate” and “Adjusted Term SOFR” are defined in the ~~marketplace if we remain diligent in our approach.~~Credit Agreement.

Dividends

~~Dividends~~

On ~~September 7, 2017, our~~March 14, 2023, the Board of Directors approved the payment of ~~our third~~a first quarter 2023 cash dividend to our shareholders. The quarterly cash dividend of ~~$0.075~~$0.10 per share was paid on ~~October 16, 2017,~~April 17, 2023 to shareholders of record as of the close of business on ~~October 2, 2017.~~April 3, 2023. In first quarter 2022, the dividend paid was $0.09 per share. During the first quarters of 2023 and 2022, we returned $2.9 million and $2.6 million, respectively, to our shareholders through our quarterly cash dividends.

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~~Directors, subject to restrictions as outlined above in the ~~payment~~“Credit Agreement” discussion. See Note 9 — “Debt” to our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of ~~cash dividends as long as no default or event of default exists under~~our Annual Report on Form 10-K for the ~~credit agreement both immediately before and immediately after giving effect to the cash dividends, and the aggregate amount of cash dividends~~fiscal year ended January 28, 2023 for a ~~fiscal year do not exceed $10.0 million.~~

~~Credit Facility~~

~~On March 27, 2017, we entered into a second amendment~~further discussion 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 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 October 28, 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 October 28, 2017, there were no borrowings outstanding under the credit facility and letters of credit outstanding were $1.2 million. As of October 28, 2017, $48.8 million was available to us for additional borrowings under the credit facility.

Share Repurchase Program

On December ~~6, 2016,~~14, 2022, our Board of Directors authorized a ~~new~~ share repurchase program for up to ~~$50~~$50.0 million of our outstanding common stock, effective January 1, ~~2017.~~2023 (the “2023 Share Repurchase Program”). The purchases may be made in the open market or through privately negotiated transactions from time-to-time through December 31, ~~2017,~~2023 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, as amended (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 program2023 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~~repurchases 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.~~and economic factors and are subject to restrictions as outlined above in the “Credit Agreement” discussion. See Note 9 — “Debt” to our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 for a further discussion of the Credit Agreement.

No share repurchases have been made to date in Fiscal 2023. During ~~the third~~first quarter ~~of fiscal 2017,~~2022, we repurchased ~~24,000~~682,886 shares of common stock at a total cost of $455,000 under the new share repurchase program. As of October 28, 2017, approximately 1.5 million shares at an aggregate cost of $37.0 million had been repurchased under the new share repurchase program. The amount that remained available under the share repurchase program at October 28, 2017, was $13.0$20.5 million.

Seasonality

~~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. Our operating results depend significantly upon the sales generated during these periods. To prepare for our peak shopping seasons, we must order and keep in stock significantly more merchandise than we would carry during other ~~parts~~periods of the year. Any unanticipated decrease in demand for our products or a supply chain disruption that reduces inventory availability during these peak shopping seasons could ~~require us to sell excess inventory at a substantial markdown, which could~~ reduce our ~~net sales~~Net Sales and ~~gross margins~~Gross Profit 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~~the Credit Agreement 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 $3,000 for the third~~We had no borrowings outstanding during first quarter ~~of fiscal 2017.~~2023.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of ~~October 28, 2017,~~April 29, 2023, 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~~have been no significant ~~change~~changes in our internal control over financial reporting that occurred during the quarter ended ~~October 28, 2017~~April 29, 2023 that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

~~SHOE CARNIVAL, INC.~~17

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.~~2023.

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)
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
		115,274				0

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⁾

July 30, 2017 to August 26, 2017 0 $ 0.00 0 $ 13,491,000
August 27, 2017 to September 30, 2017 24,402 $ 18.99 23,979 $ 13,037,000
October 1, 2017 to October 28, 2017 29,619 $ 21.97 0 $ 13,037,000
54,021 23,979

~~(1)~~

~~Total number of shares purchased includes 30,042 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.

(1)

115,274 shares were withheld by us in connection with employee payroll tax withholding upon the vesting of stock-based compensation awards that were settled in shares.

(2)

On December 14, 2022, our Board of Directors authorized the 2023 Share Repurchase Program for up to $50.0 million of our outstanding common stock, effective January 1, 2023 and expiring on December 31, 2023.

ITEM 6.EXHIBITS

EXHIBIT INDEX


		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	06/27/2022
3-B	By-laws of Registrant, as amended to date	8-K	3.B	03/17/2023
10.1	Employment and Noncompetition Agreement dated March 14, 2023, between Registrant and Erik Gast	8-K	10.1	03/16/2023
10.2	Form of 2023 Performance Stock Unit Award Agreement under the Shoe Carnival, Inc. 2017 Equity Incentive Plan (Executive Officers)	8-K	10.1	03/17/2023
10.3	Form of Sign-On Restricted Stock Unit Award Agreement under the Shoe Carnival, Inc. 2017 Equity Incentive Plan				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 April 29, 2023, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statements of Shareholders’ Equity, (4) Condensed Consolidated Statements of Cash Flows, and (5) Notes to Condensed Consolidated Financial Statements.				X
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)				X

		~~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~~
~~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 October 28, 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: ~~December 5, 2017~~June 2, 2023	SHOE CARNIVAL, INC.
	(Registrant)

By: /s/ ~~W. Kerry Jackson~~
~~W. Kerry Jackson~~
~~Senior~~ Erik D. Gast
Erik D. Gast
Executive Vice President,

Chief ~~Operating and~~ Financial Officer and Treasurer

(Duly Authorized Officer and Principal Financial Officer)

24 19

~~[X]~~
☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended ~~October 28, 2017~~April 29, 2023
		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~~
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)


☐ Large accelerated filer	☒ Accelerated filer	☐ Non-accelerated filer	☐ Smaller reporting company	☐ Emerging growth company

		~~Page~~
~~Part I~~	~~Financial Information~~		Page
Part I	Financial Information

	Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Income	4
		Condensed Consolidated ~~Statement~~Statements 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 12

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21 17

	Item 4.	Controls and Procedures	21 17

Part II	Other Information
	~~Item 1A.~~	~~Risk Factors~~	22
	Item 1A.	Risk Factors	18

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22 18

	Item 6.	Exhibits	23 18

	Signature		24 19


(In thousands, except per share data)	Thirteen Weeks Ended October 28, 2017			Thirteen Weeks Ended October 29, 2016			Thirty-nine Weeks Ended October 28, 2017			Thirty-nine Weeks Ended October 29, 2016			Thirteen Weeks Ended April 29, 2023			Thirteen Weeks Ended April 30, 2022

Net sales	$	287,469		$	274,524		$	775,922		$	766,901		$	281,184		$	317,527
Cost of sales (including buying, distribution and occupancy costs)		201,802			192,514			549,872			542,105			182,667			204,664

Gross profit		85,667			82,010			226,050			224,796			98,517			112,863
Selling, general and administrative expenses		67,787			66,558			188,519			185,399			77,578			77,479

Operating income		17,880			15,452			37,531			39,397			20,939			35,384
Interest income		(1	)		(1	)		(3	)		(6	)		(478	)		(32	)
Interest expense		57			43			248			127			66			95

Income before income taxes		17,824			15,410			37,286			39,276			21,351			35,321
Income tax expense		7,127			5,738			14,462			14,839			4,825			8,424

Net income	$	10,697		$	9,672		$	22,824		$	24,437		$	16,526		$	26,897

Net income per share:
Basic	$	0.66		$	0.54		$	1.38		$	1.31		$	0.61		$	0.96
Diluted	$	0.66		$	0.54		$	1.38		$	1.31		$	0.60		$	0.95

Weighted average shares:
Basic		15,957			17,609			16,287			18,220			27,223			27,996
Diluted		15,966			17,614			16,293			18,225			27,505			28,331

Cash dividends declared per share	$	0.075		$	0.07		$	0.22		$	0.205

	Common Stock									Additional Paid-In			Retained			Treasury Stock
(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 ($0.22 per share)														(3,755	)					(3,755	)
Stock option exercises					4						(58	)					84			26
Employee stock purchase plan purchases					9						(41	)					211			170
Restricted stock awards		(34	)		139			(1	)		(4,546	)					4,547			0
Shares surrendered by employees to pay taxes on restricted stock					(42	)											(945	)		(945	)
Purchase of common stock for treasury					(1,259	)											(29,798	)		(29,798	)
Stock-based compensation expense											2,170									2,170
Net income														22,824						22,824
Balance at October 28, 2017		20,535			(3,583	)	$	205		$	62,609		$	331,898		$	(85,138	)	$	309,574


	Thirteen Weeks Ended
	Common Stock							Additional Paid-In			Retained			Treasury
(In thousands, except per share data)	Issued		Treasury			Amount		Capital			Earnings			Stock			Total
Balance at January 28, 2023		41,049		(13,884	)	$	410	$	83,423		$	653,450		$	(211,715	)	$	525,568
Dividends declared ($0.10 per share)												(2,780	)					(2,780	)
Employee stock purchase plan purchases				3					17						40			57
Stock-based compensation awards				282					(4,315	)					4,315			0
Shares surrendered by employees to pay taxes on stock-based compensation awards				(115	)										(2,927	)		(2,927	)
Stock-based compensation expense									1,236									1,236
Net income												16,526						16,526
Balance at April 29, 2023		41,049		(13,714	)	$	410	$	80,361		$	667,196		$	(210,287	)	$	537,680

Balance at January 29, 2022		41,049		(12,883	)	$	410	$	80,681		$	553,487		$	(182,045	)	$	452,533
Dividends declared ($0.09 per share)												(2,561	)					(2,561	)
Employee stock purchase plan purchases				2					18						27			45
Stock-based compensation awards				170					(2,467	)					2,467			0
Shares surrendered by employees to pay taxes on stock-based compensation awards				(68	)										(2,048	)		(2,048	)
Purchase of common stock for treasury				(683	)										(20,515	)		(20,515	)
Stock-based compensation expense									1,363									1,363
Net income												26,897						26,897
Balance at April 30, 2022		41,049		(13,462	)	$	410	$	79,595		$	577,823		$	(202,114	)	$	455,714


(In thousands)	Thirty-nine Weeks Ended October 28, 2017			Thirty-nine Weeks Ended October 29, 2016			Thirteen Weeks Ended April 29, 2023			Thirteen Weeks Ended April 30, 2022

Cash Flows From Operating Activities
Net income	$	22,824		$	24,437		$	16,526		$	26,897
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,944			17,698			6,697			4,677
Stock-based compensation		2,073			3,438			1,209			1,240
Loss on retirement and impairment of assets		1,831			500
Loss on retirement and impairment of assets, net								19			22
Deferred income taxes		(1,169	)		56			2,682			3,108
Lease incentives		3,515			1,838
Non-cash operating lease expense								15,163			11,998
Other		(5,212	)		(3,064	)		180			304
Changes in operating assets and liabilities:
Accounts receivable		(2,047	)		(1,409	)		(32	)		(283	)
Merchandise inventories		(23,289	)		(22,047	)		882			(59,816	)
Operating leases								(15,295	)		(12,942	)
Accounts payable and accrued liabilities		(8,446	)		(1,298	)		(23,128	)		41,697
Other		940			1,303			(2,851	)		801
Net cash provided by operating activities		8,964			21,452			2,052			17,703

Cash Flows From Investing Activities
Purchases of property and equipment		(16,708	)		(17,426	)		(15,005	)		(26,907	)
Investments in marketable securities								(21	)		(6	)
Sales of marketable securities								0			3,040
Net cash used in investing activities		(16,708	)		(17,426	)		(15,026	)		(23,873	)

Cash Flows From Financing Activities
Borrowings under line of credit		88,600			0
Payments on line of credit		(88,600	)		0
Proceeds from issuance of stock		196			186			57			45
Dividends paid		(3,603	)		(3,780	)		(2,941	)		(2,576	)
Excess tax benefits from stock-based compensation		0			2
Purchase of common stock for treasury		(29,798	)		(35,428	)		0			(20,515	)
Shares surrendered by employees to pay taxes on restricted stock		(945	)		(311	)
Shares surrendered by employees to pay taxes on stock-based compensation awards								(2,927	)		(2,048	)
Net cash used in financing activities		(34,150	)		(39,331	)		(5,811	)		(25,094	)
Net decrease in cash and cash equivalents		(41,894	)		(35,305	)		(18,785	)		(31,264	)
Cash and cash equivalents at beginning of period		62,944			68,814			51,372			117,443
Cash and Cash Equivalents at End of Period	$	21,050		$	33,509

Cash and cash equivalents at end of period							$	32,587		$	86,179
Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	250		$	127		$	67		$	30
Cash paid during period for income taxes	$	12,791		$	11,786		$	206		$	61
Capital expenditures incurred but not yet paid	$	953		$	994		$	3,211		$	5,173
Dividends declared but not yet paid							$	156		$	169

	Thirteen Weeks Ended
	October 28, 2017							October 29, 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	$	10,697						$	9,672
Amount allocated to participating securities		(162	)						(214	)
Net income available for basic common shares and basic earnings per share	$	10,535			15,957	$	0.66	$	9,458			17,609	$	0.54

Diluted Earnings per Share:
Net income	$	10,697						$	9,672
Amount allocated to participating securities		(162	)						(214	)
Adjustment for dilutive potential common shares		0			9				0			5
Net income available for diluted common shares and diluted earnings per share	$	10,535			15,966	$	0.66	$	9,458			17,614	$	0.54

	Thirty-Nine Weeks Ended
	October 28, 2017							October 29, 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	$	22,824						$	24,437
Amount allocated to participating securities		(328	)						(515	)
Net income available for basic common shares and basic earnings per share	$	22,496			16,287	$	1.38	$	23,922			18,220	$	1.31

Diluted Earnings per Share:
Net income	$	22,824						$	24,437
Amount allocated to participating securities		(328	)						(515	)
Adjustment for dilutive potential common shares		0			6				0			5
Net income available for diluted common shares and diluted earnings per share	$	22,496			16,293	$	1.38	$	23,922			18,225	$	1.31

	Number of Shares			Weighted- Average Grant Date Fair Value
Restricted stock at January 28, 2017		964,858		$	22.63
Granted		274,346			24.09
Vested		(119,107	)		24.27
Forfeited or expired		(168,937	)		18.46
Restricted stock at October 28, 2017		951,160		$	23.59


	Number of Shares			Weighted- Average Grant Date Fair Value
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

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Outstanding at January 28, 2017		111,300		$	24.26
Forfeited		(3,500	)		24.26
Exercised		0			0.00
Outstanding at October 28, 2017		107,800		$	24.26		2.4

Exercisable at October 28, 2017		62,991		$	24.26		2.4

	October 28, 2017			October 29, 2016
Risk free interest rate yield curve		1.01% - 2.06%			0.18% - 1.33%
Expected dividend yield		1.4	%		1.1	%
Expected volatility		37.34	%		35.06	%
Maximum life		2.4 Years			3.4 Years
Exercise multiple		1.34			1.34
Maximum payout	$	10.00		$	10.00
Employee exit rate		2.2% - 9.0%			2.2% - 9.0%

	Number of Stores								Store Square Footage
	Beginning						End of		Net			End		Comparable
Quarter Ended	Of Period		Opened		Closed		Period		Change			of Period		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	%
October 28, 2017		418		7		1		424		37,000			4,558,000		4.4	%

Year-to-date 2017		415		19		10		424		32,000			4,558,000		0.4	%

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	%
October 29, 2016		413		3		1		415		10,000			4,541,000		(0.4	)%

Year-to-date 2016		405		15		5		415		76,000			4,541,000		0.9	%

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⁾

July 30, 2017 to August 26, 2017	0	$	0.00	0	$	13,491,000
August 27, 2017 to September 30, 2017	24,402	$	18.99	23,979	$	13,037,000
October 1, 2017 to October 28, 2017	29,619	$	21.97	0	$	13,037,000
	54,021			23,979