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 ~~Yes~~ ☐ No No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ ☒Yes ~~Yes~~ ☐ No 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.

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 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, par value $0.01 per share, outstanding at May ~~28, 2021~~27, 2022 was ~~14,173,207.~~27,587,354.


(In thousands, except share data)	May 1, 2021			January 30, 2021			May 2, 2020			April 30, 2022			January 29, 2022			May 1, 2021
Assets
Current Assets:
Cash and cash equivalents	$	174,643		$	106,532		$	13,084		$	86,179		$	117,443		$	174,643
Marketable securities											10,965			14,961			0
Accounts receivable		7,477			7,096			6,316			14,442			14,159			7,477
Merchandise inventories		268,629			233,266			303,988			345,021			285,205			268,629
Other		11,896			8,411			14,186			14,592			10,264			11,896
Total Current Assets		462,645			355,305			337,574			471,199			442,032			462,645
Property and equipment – net		62,038			62,325			64,928			110,033			88,533			62,038
Operating lease right-of-use assets											222,259			220,952			207,571
Intangible assets											32,600			32,600			0
Goodwill											11,698			11,384			0
Deferred income taxes		4,965			5,635			7,249			0			2,699			4,965
Other noncurrent assets		12,870			13,843			9,454			13,945			14,064			12,870
Operating lease right-of-use assets		207,571			205,639			210,345
Total Assets	$	750,089		$	642,747		$	629,550		$	861,734		$	812,264		$	750,089

Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	102,405		$	57,717		$	90,040		$	116,837		$	69,092		$	102,405
Accrued and other liabilities		55,011			24,390			12,517			31,243			33,053			55,011
Current portion of operating lease liabilities		42,895			48,794			49,078			51,287			51,563			42,895
Total Current Liabilities		200,311			130,901			151,635			199,367			153,708			200,311
Long-term portion of operating lease liabilities		185,205			182,622			184,896			195,426			194,788			185,205
Deferred income taxes											409			0			0
Deferred compensation		11,614			16,008			12,646			10,482			10,901			11,614
Other		2,684			3,040			915			336			334			2,684
Total Liabilities		399,814			332,571			350,092			406,020			359,731			399,814

Shareholders’ Equity:
Common stock, $0.01 par value, 50,000,000 shares authorized and 20,524,601 shares issued in each period, respectively		205			205			205
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		77,182			78,878			76,910			79,595			80,681			77,041
Retained earnings		447,875			406,655			378,352			577,823			553,487			447,875
Treasury stock, at cost, 6,351,394 shares, 6,419,736 shares and 6,436,087 shares, respectively		(174,987	)		(175,562	)		(176,009	)
Treasury stock, at cost, 13,461,836 shares, 12,882,789 shares and 12,702,788 shares, respectively											(202,114	)		(182,045	)		(175,051	)
Total Shareholders’ Equity		350,275			310,176			279,458			455,714			452,533			350,275
Total Liabilities and Shareholders’ Equity	$	750,089		$	642,747		$	629,550		$	861,734		$	812,264		$	750,089

Note 3 - Net ~~Income/(Loss)~~Income Per Share

The following tables set forth the computation of basic and diluted net ~~income/(loss)~~income per share as shown on the face of the accompanying Condensed Consolidated Statements of Income:

Thirteen Weeks Ended

May 1, 2021

May 2, 2020

(In thousands, except per share data)

Basic Net Income/(Loss) per Share:

Net
Income/(Loss)

Shares

Per Share
Amount

Net
Income/(Loss)

Shares

Per Share
Amount

Net income/(loss) available for basic common shares
   and basic net income/(loss) per share

$
43,242

14,129

$
3.06

$
(16,190
)

13,992

$
(1.16
)
Diluted Net Income/(Loss) per Share:

Net income/(loss)

$
43,242

$
(16,190
)

Conversion of share-based compensation
   arrangements

0

195

0

0

Net income/(loss) available for diluted common
   shares and diluted net income/(loss) per share

$
43,242

14,324

$
3.02

$
(16,190
)

13,992

$
(1.16
)


	Thirteen Weeks Ended
	April 30, 2022						May 1, 2021
			(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	$	26,897		27,996	$	0.96	$	43,242		28,258		$	1.53
Diluted Net Income per Share:
Net income	$	26,897					$	43,242
Conversion of stock-based compensation arrangements		0		335				0		389
Net income available for diluted common shares and diluted net income per share	$	26,897		28,331	$	0.95	$	43,242		28,647		$	1.51

The computation of basic net ~~income/(loss)~~income per share of common stock is based on the weighted average number of common shares outstanding during the period. The computation of diluted net ~~income/(loss)~~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 ~~share-settled~~stock-based compensation arrangements involving restricted stock, restricted stock units and performance stock units. ~~A small portion of these awards that were outstanding at the beginning of fiscal 2020 had a non-forfeitable right to dividends.~~ The computation of diluted net ~~income/(loss)~~income per share for the thirteen weeks ended April 30, 2022 excluded approximately ~~3,000~~24,000 unvested ~~share-settled~~stock-based awards ~~for the first quarter of fiscal 2021 because the impact would~~that will be ~~anti-dilutive. During the first quarter of fiscal 2020, approximately 198,000 unvested share-settled awards were excluded from the computation~~settled in shares because the impact would have been anti-dilutive.

~~Note 3 – Recently Issued Accounting Pronouncements~~

~~The Financial Accounting Standards Board issued guidance related to reference rate reform, which addresses contract modifications that may be necessary due to~~During the expected discontinuance of LIBOR as a broadly used reference rate. The guidance was effective immediately but is only available for contract modifications made through December 31, 2022. Our credit facility currently allows for LIBOR-based borrowings and, as amended in 2020, contains provisions providing for a benchmark replacement in the event LIBOR is discontinued. We will adopt this guidance when LIBOR is discontinued and do not expect the adoption will have a material impact on our consolidated financial statements or related disclosures.

~~Note 4 – Risk and Uncertainties Associated with the COVID-19 Pandemic~~

Our operations have been significantly disrupted by the outbreak of a novel strain of coronavirus (“COVID-19”). On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The U.S. Government, as well as the vast majority of states and local municipalities, have taken unprecedented measures to control the spread of COVID-19 and to provide stimulus as a mitigating measure to deteriorating economic conditions and increasing unemployment.

The COVID-19 pandemic began significantly impacting our operations, sales and costs beginning in the first quarter of fiscal 2020. Impacts included the temporary closure of our physical stores effective March 19, 2020, reduced foot traffic and sales, deteriorating economic conditions for our customer base, and some disruption to our global supply chain. We began reopening physical stores in accordance with applicable public health guidelines in late April 2020. By the beginning of the second quarter of fiscal 2020, approximately 50% of our stores were reopened, and by early June 2020, substantially all of our stores had reopened. Our e-commerce platform has been fully operational during the pandemic with e-commerce orders generally fulfilled by our store locations.

~~Due to the pandemic, we did not have any stores closed as of~~thirteen weeks ended May 1, 2021, ~~or for extended periods during~~approximately 6,000 unvested stock-based awards that will be settled in shares were excluded from the ~~first quarter~~computation of ~~fiscal 2021. The COVID-19 pandemic will likely continue to~~diluted net income per share because the impact ~~our financial condition and results of operations for the foreseeable future.~~would have been anti-dilutive.

Note 54 - Fair Value Measurements

The accounting guidance related to fair value measurements defines fair value and provides 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 guidance requires or permits 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 – Quoted prices in active or inactive markets for similar assets or liabilities that are either directly or indirectly observable; 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.

~~Fair Value of Financial Instruments~~

The following table presents financial instruments that are measured at fair value on a recurring basis at April 30, 2022, January 29, 2022 and May 1, 2021:


	Fair Value Measurements
(In thousands)	Level 1		Level 2		Level 3		Total
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		0		0		10,965
Total	$	101,563	$	0	$	0	$	101,563
As of January 29, 2022
Cash equivalents - money market mutual funds	$	115,528	$	0	$	0	$	115,528
Marketable securities - mutual funds that fund deferred compensation		14,961						14,961
Total	$	130,489	$	0	$	0	$	130,489
As of May 1, 2021
Cash equivalents - money market mutual funds	$	175,612	$	0	$	0	$	175,612

During fiscal 2021, ~~January~~we invested 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 30, ~~2021~~2022, these marketable securities were principally invested in equity-based mutual funds, consistent with the allocation in our deferred compensation plan. As of April 30, 2022, the balance in our deferred compensation plan was $10.5 million, of which $53,000was in Accrued and ~~May 2, 2020.~~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 are funds in excess of the total non-qualified deferred compensation plan liability, such funds are 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 recognized unrealized losses of $2.6 million related to equity securities still held at April 30, 2022.

Fair Value Measurements

(In thousands)

Level 1

Level 2

Level 3

Total

As of May 1, 2021

Cash equivalents - money market mutual funds

$
175,612

$
0

$
0

$
175,612

As of January 30, 2021

Cash equivalents - money market mutual funds

$
97,519

$
0

$
0

$
97,519

As of May 2, 2020

Cash equivalents - money market mutual funds

$
3,128

$
0

$
0

$
3,128

The fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their carrying values because of their short-term nature.

Long-Lived Asset Impairment Testing

We periodically evaluate our long-lived assets for impairment if events or circumstances indicate that the carrying value may not be recoverable. The carrying value of long-lived assets is considered impaired when the carrying value of the assets exceeds the expected future cash flows 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 level. Store level asset groupings typically include property and equipment and operating lease right-of-use assets. If the estimated, undiscounted future cash flows for a store are determined to be less than the carrying value of the store’s assets, an impairment loss is recorded for the difference between estimated fair value and carrying value. Assets subject to impairment are adjusted to estimated fair value and, if applicable, an impairment loss is recorded in selling, general

and administrative expenses. If the operating lease right-of-use asset is impaired, we would amortize the remaining right-of-use asset on a straight-line basis over the remaining lease ~~term~~.term.

We estimate the fair value of our long-lived assets using store specific cash flow assumptions discounted by a rate commensurate with the risk involved with such assets while incorporating marketplace assumptions. Our estimates are derived from an income-based approach considering the cash flows expected over the remaining lease term for each location. These projections are primarily based on management’s estimates of store-level sales, exercise of future lease renewal options and the store’s contribution to cash flows and, by their nature, include judgments about how current initiatives will impact future performance. We estimate the fair value of operating lease right-of-use assets using the market value of rents applicable to the leased asset, discounted using the remaining lease term.

External factors, such as the local environment in which the store is located, including store 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 impact the fair value of these assets, which may have an effect on the impairment recorded. If actual operating results or market conditions differ from those anticipated, the carrying value of certain of our assets may prove unrecoverable and we may incur additional impairment charges in the future.

During the thirteen weeks ended May 1, 2021, ~~and May 2, 2020,~~ we recorded impairment charges of ~~$724,000 and $2.3 million~~$724,000 associated with two ~~stores and seven stores, respectively.~~ stores. These charges were included in selling, general and administrative expenses. NaN impairment charges were recorded during the thirteen weeks ended April 30, 2022, and 0 impairments of operating right-of-use assets have been recorded in either period.

Note 65 - Stock-Based Compensation

Stock-based compensation includes share-settled awards issued pursuant to our ~~shareholder approved Shoe Carnival, Inc.~~ 2017 ~~Equity Incentive~~ Plan in the form of restricted stock units, performance stock units, and restricted ~~stock.~~and other stock awards. Additionally, we recognize stock-based compensation expense for the discount on shares sold to employees through our ~~employee stock purchase plan~~Employee Stock Purchase Plan and for cash-settled stock appreciation rights. ~~Stock-based compensation expense for the employee stock purchase plan was $11,000 before the income tax benefit of $3,000 for each of~~For the thirteen weeks ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020, respectively.~~

~~Share-Settled Equity Awards~~

~~The following table summarizes transactions for our restricted stock units and performance stock units:~~

Number of
Shares

Weighted-
Average Grant
Date Fair Value

Restricted stock units and performance stock units at
January 30, 2021

256,508

$
22.13

Granted

107,986

56.42

Vested

(105,148
)

29.70

Restricted stock units and performance stock units at
May 1, 2021

259,346

$
33.34

The total fair value at grant date of restricted stock units and performance stock units that vested during the thirteen weeks ended May 1, 2021 and May 2, 2020 was $3.1 million and $4.4 million, respectively. The weighted-average grant date fair value of restricted stock units and performance stock units granted during the thirteen weeks ended May 1, 2021 and May 2, 2020 was $56.42 and $14.88, respectively.

There were 0 restricted stock awards granted during the thirteen weeks ended May 1, 2021 or May 2, 2020. There were 0 restricted stock awards that vested during the thirteen weeks ended May 1, 2021 and the total fair value at grant date of restricted stock awards that vested during the thirteen weeks ended May 2, 2020 was $1.2 million.

~~The following table summarizes information regarding~~ stock-based compensation expense ~~recognized for all share-settled equity awards (restricted stock units, performance stock units and restricted stock awards):~~

was comprised of the following:

(In thousands)

Thirteen
Weeks Ended May 1, 2021

Thirteen
Weeks Ended May 2, 2020

Stock-based compensation expense before the
recognized income tax effect

$
1,140

$
1,130

Income tax effect at statutory rate

$
(282
)

$
(342
)
Additional income tax (benefit)/expense on vesting of awards

$
(880
)

$
45


(In thousands)	Thirteen Weeks Ended April 30, 2022			Thirteen Weeks Ended May 1, 2021
Share-settled equity awards	$	1,355		$	1,140
Stock appreciation rights		(123	)		76
Employee stock purchase plan		8			11
Total stock-based compensation expense	$	1,240		$	1,227
Income tax effect at statutory rates	$	(296	)	$	(304	)
Additional income tax benefit on vesting of share-settled awards	$	(495	)	$	(880	)

As of ~~May 1, 2021~~April 30, 2022, approximately ~~$7.8~~$11.4 million of unrecognized compensation expense remained related to our share-settled equity awards. The cost is expected to be recognized over a weighted average period of approximately ~~1.6~~1.9 years.

~~Cash-Settled Stock Appreciation Rights~~9

Cash-settled stock appreciation rights (“SARs”) are granted to certain non-executive employees. Each SAR entitles holders, upon exercise of their vested shares, to receive cash in an amount equal to the closing price of our stock on the date of exercise less the exercise price, with a maximum amount of gain defined. The SARs granted during the first quarter of fiscal 2021 will vest and become fully exercisable on March 31, 2022 and any unexercised SARs will expire on March 31, 2024. SARs granted during the first quarter of fiscal 2020 vested and became fully exercisable on March 31, 2021 and any unexercised SARs will expire on March 31, 2023. SARs granted during the first quarter of fiscal 2019 vested and became fully exercisable on March 31, 2020. The remaining unexercised SARs from the first quarter fiscal 2019 grant were exercised in the first quarter of fiscal 2021. The SARs issued have a defined maximum gain of $10.00 over the exercise price of $61.88 for awards granted in fiscal 2021 and over the exercise price of $13.79 for awards granted in fiscal 2020.Share-Settled Equity Awards

The following table summarizes ~~the SARs activity:~~transactions for our restricted stock units and performance stock units:

Number of
Shares

Weighted-
Average
Exercise Price

Weighted-
Average
Remaining
Contractual
Term (Years)

Outstanding at January 30, 2021

44,200

$
15.23

Granted

46,900

61.88

Exercised

(43,200
)

15.26

Outstanding at May 1, 2021

47,900

$
60.88

2.9


	Number of Shares			Weighted- Average Grant Date Fair Value
Outstanding at January 29, 2022		457,038		$	16.54
Granted		336,164			30.52
Vested		(170,425	)		18.46
Forfeited		(25,103	)		(18.07	)
Outstanding at April 30, 2022		597,674		$	23.79

The total fair value ~~of these liability awards are remeasured, using a trinomial lattice model,~~ at ~~each reporting period until the~~grant date of ~~settlement. Increases or decreases in stock-based compensation expense are recognized over~~restricted stock units and performance stock units that vested during each of the ~~vesting period, or immediately for vested awards. The weighted-average fair value of outstanding SAR awards as of~~thirteen weeks ended April 30, 2022 and May 1, 2021 was ~~$2.70.~~

$3.1 million. The weighted-average grant date fair value ~~was estimated using a trinomial lattice model with~~of restricted stock units and performance stock units granted during the ~~following assumptions:~~

May 1, 2021

May 2, 2020

Risk free interest rate yield curve

0.01% - 0.86%

0.10% - 0.36%

Expected dividend yield

0.9%

1.5%

Expected volatility

63.19%

62.95%

Maximum life

1.92 - 2.92 Years

1.91 - 2.91 Years

Exercise multiple

0.94 - 1.29

1.29

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 multiplethirteen weeks ended April 30, 2022 and ~~employee exit rate were calculated based on historical data.~~

~~The following table summarizes information regarding stock-based compensation expense recognized for SARs:~~

(In thousands)

Thirteen
Weeks Ended May 1, 2021

Thirteen
Weeks Ended May 2, 2020

Stock-based compensation expense/(benefit) before the
recognized income tax effect

$
76

$
(87
)
Income tax effect at statutory rate

$
(19
)

$
26

~~As of~~ May 1, 2021 ~~approximately $109,000 in unrecognized compensation expense remained related to non-vested SARs. This expense is expected to be recognized over a period of approximately 0.9 years.~~was $30.52 and $28.21, respectively.

Note 76 – Revenue

Disaggregation of Revenue by Product Category

Revenue is disaggregated by product category below. Net sales and percentage of ~~net~~Net sales for the thirteen weeks ended April 30, 2022 and May 1, 2021 ~~and May 2, 2020~~ were as follows:

(In thousands)

Thirteen Weeks
Ended May 1, 2021

Thirteen Weeks
Ended May 2, 2020

Non-Athletics:

Women’s

$
75,531

23
%

$
28,921

20
%
Men’s

44,282

13

18,715

13

Children’s

23,293

7

7,009

5

Total

143,106

43

54,645

38

Athletics:

Women’s

58,595

18

32,912

22

Men’s

65,724

20

31,460

21

Children’s

42,578

13

20,664

14

Total

166,897

51

85,036

57

Accessories and Other

18,454

6

7,814

5

Total

$
328,457

100
%

$
147,495

100
%

~~Accounting~~


(In thousands)	Thirteen Weeks Ended April 30, 2022				Thirteen Weeks Ended May 1, 2021
Non-Athletics:
Women’s	$	88,554	28	%	$	75,531	23	%
Men’s		49,152	15			44,282	13
Children’s		21,405	7			23,293	7
Total		159,111	50			143,106	43

Athletics:
Women’s		51,034	16			58,595	18
Men’s		53,026	17			65,724	20
Children’s		36,731	11			42,578	13
Total		140,791	44			166,897	51

Accessories		15,752	5			16,627	5

Other		1,873	1			1,827	1

Total	$	317,527	100	%	$	328,457	100	%

Accounting Policy and Performance Obligations

We operate as ~~a multi-channel,~~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 ~~multi-channel~~omnichannel strategy, we offer Shoes 2U, a program that enables us to 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 products. This also includes the “buy online, pick up in store” scenario described above and 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~~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~~Net sales.

~~Our physical stores~~We accept various forms of payment from customers at the point of ~~sale. These include cash, checks, credit/debit cards and gift cards. Our e-commerce platform accepts credit/debit cards, PayPal, Apple Pay, Klarna and gift cards as forms of payment.~~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 ~~our~~ Shoes 2U ~~program~~ was not material to our ~~Condensed Consolidated Financial Statements~~consolidated financial statements at April 30, 2022, January 29, 2022 or May 1, ~~2021, January 30, 2021 and May 2, 2020.~~2021.

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~~Accrued and other liabilities. The estimated cost of merchandise inventory is recorded as a reduction to ~~cost~~Cost of sales and an increase in ~~merchandise~~Merchandise inventories. Approximately ~~$740,000~~$884,000 of refund liabilities and ~~$495,000~~$516,000 of right of return assets associated with estimated product returns were recorded in Accrued and other liabilities as of April 30, 2022 and January 29, 2022. Approximately $740,000 of refund liabilities and $495,000 of right of return assets associated with estimated product returns were recorded in ~~accrued and other liabilities as of May 1, 2021 and January 30, 2021.~~ ~~Approximately $718,000 of refund liabilities and $500,000 of right of return assets associated with estimated product returns were recorded in accrued~~Accrued and other liabilities at May ~~2, 2020.~~1, 2021.

Contract Liabilities

~~When~~The issuance of a gift card ~~is issued, the issuance~~ is recorded as an increase to contract liabilities ~~at the time of issuance~~ 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 30, 2022, January 29, 2022 and May 1, 2021, ~~January 30, 2021 and May 2, 2020, approximately $1.4~~approximately $2.0 million, ~~$1.7~~$2.3 million and ~~$1.3~~$1.4 million of contract liabilities associated with unredeemed gift cards were recorded in ~~accrued~~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 of ~~$42,000~~$59,000 and ~~$19,000~~$42,000 was recognized in ~~net~~Net sales during the thirteen weeks ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively.

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 ~~multi-channel~~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 thirteen weeks ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ approximately ~~$1.3~~$1.3 million ~~and $957,000, respectively,~~ of loyalty rewards were recognized in ~~net~~Net sales. At April 30, 2022, January 29, 2022 and May 1, 2021, ~~January 30, 2021~~approximately $849,000, $852,000 and ~~May 2, 2020, approximately $1.1~~$1.1 million ~~$755,000 and $406,000~~ of contract liabilities associated with loyalty rewards were recorded in ~~our Condensed Consolidated Balance Sheets,~~Accrued and other liabilities, respectively. We expect the revenue associated with these liabilities to be recognized in proportion to the pattern of customer redemptions in less than one year.

1211

Note 87 – Leases

We lease all of our physical stores, ~~and~~ our single distribution center, which has a current lease term expiring in ~~2034.~~2034, and certain other locations that support the recently acquired Shoe Station operations. We also enter into leases of equipment, copiers and billboards. All of our leases are operating leases. Leases with terms of twelve months or less are immaterial and are expensed as incurred, and we did not have any leases with related parties as of ~~May 1, 2021.~~ April 30, 2022.

Lease costs, including related common area maintenance (“CAM”), property taxes, and insurance, reported in our Condensed Consolidated Statements of Income were as follows for the thirteen weeks ended April 30, 2022 and May 1, ~~2021 and May 2, 2020:~~2021:


					Thirteen Weeks		Thirteen Weeks
(In thousands)	Thirteen Weeks Ended May 1, 2021		Thirteen Weeks Ended May 2, 2020		Ended April 30, 2022		Ended May 1, 2021
Operating lease cost	$	13,263	$	13,226	$	14,699	$	13,263
Variable lease cost		648		187
CAM, property taxes and insurance		4,768		4,989		4,761		4,768
Percentage rent and other variable lease costs						193		648
Total	$	18,679	$	18,402	$	19,653	$	18,679

1312

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Factors That May Affect Future Results

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to: our ability to control costs and meet our labor needs in a rising wage, inflationary, and/or supply chain constrained environment; the duration and spread of the COVID-19 pandemic, mitigating efforts deployed, including the effects of government stimulus on consumer spending, and the pandemic’s overall impact on ~~the~~our operations, ofincluding our stores, ~~economic conditions, financial market volatility, and our~~ supply chain and distribution ~~processes;~~processes, economic conditions, and financial market volatility; our ability to operate the recently acquired Shoe Station assets, retain Shoe Station employees and achieve expected operating results and other benefits from the Shoe Station acquisition within expected time frames, or at all; risks that the Shoe Station acquisition may disrupt our current plans and operations or negatively impact our relationship with our vendors and other suppliers; 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 and Puerto Rico where our stores are located; the effects and duration of economic downturns and unemployment rates; changes in the overall retail environment and more specifically in the apparel and footwear retail sectors; our ability to generate increased ~~sales at our stores;~~sales; our ability to successfully navigate the increasing use of 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 platform and to successfully grow our ~~multi-channel~~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;~~emerging direct-to-consumer initiatives; changes in our relationships with other key suppliers; ~~our ability to control costs and meet our labor needs in a rising wage and/or inflationary environment;~~ 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, other public health crises, 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; 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, including as a result of a cybersecurity breach; our ability to ~~manage our third-party vendor relationships; our ability to~~ successfully execute our business strategy, including the availability of desirable store locations at acceptable lease terms, our ability to 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; an increase in the cost, or a disruption in the flow, of 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; continued volatility and disruption in the capital and credit markets; future stock repurchases under our stock repurchase program and future dividend payments. For a ~~more~~more detailed discussion of risk factors impacting us, see the “Risk ~~Factors”~~Factors�� section of our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2021.~~29, 2022.

General

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) 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 ~~30, 2021~~29, 2022 as filed with the SEC. This section of this Quarterly Report on Form 10-Q generally discusses the first quarter 2022 and the first quarter 2021 and year-over-year comparisons between the first quarter 2022 and the first quarter 2021. However, given the significant impact of the COVID-19 pandemic on our fiscal 2021 and fiscal 2020 results, we have included certain comparisons in this MD&A between the first quarter 2022 and the first quarter 2019 to provide further context regarding our first quarter 2022 results of operations.

Referred to herein the first quarter 2022 is the thirteen weeks ended April 30, 2022; the first quarter 2021 is the thirteen weeks ended May 1, 2021; the first quarter 2020 is the thirteen weeks ended May 2, 2020; and the first quarter 2019 is the thirteen weeks ended May 4, 2019.

Overview of Our Business

Shoe Carnival, Inc. is one of the nation’s largest family footwear ~~retailers, providing customers~~retailers. After our acquisition of the ~~convenience~~physical stores and substantially all of ~~shopping at any~~the assets and liabilities of our store locations, our mobile app or online at www.shoecarnival.com. Our stores combine competitive pricing with a promotional, high-energy in-store environment that encourages customer participationShoe Station, Inc. ("Shoe Station") on December 3, 2021, we began operating under two banners: Shoe Carnival and injects fun and excitement into every shopping experience. We believe our distinctive shopping experience gives 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 platform through special promotions and limited time sales.

Shoe Station. Our objective is to be the ~~multi-channel~~omnichannel retailer-of-choice for on-trend branded and private label footwear for the entire family. Our product assortment, whether shopping in a physical store or on our e-commerce platform, includes dress, casual, and ~~casual~~work shoes, sandals, boots and a wide assortment of athletic shoes. Our ~~average~~typical physical store carries shoes in ~~four~~two general categories – ~~women’s, men’s, children’s~~athletics and ~~athletics,~~non-athletics with subcategories for men's, women's, and children's, as well as a broad range of accessories. In addition to our physical stores, our e-commerce platform offers customers the same assortment of merchandise in all categories of footwear with expanded options through direct-ship arrangements with certain vendors.

Our stores under the Shoe Carnival banner combine competitive pricing with a high-energy in-store environment that encourages customer participation. Footwear in our Shoe Carnival physical stores is organized by category and brand, creating strong brand statements within the aisles. These brand statements are underscored by branded signage on endcaps and 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. ~~Over 100~~Certain of our ~~physical~~Shoe Carnival stores have ~~strongly branded Nike~~athletic shops that highlight ~~Nike products within the stores,~~leading athletic brands, and we expect to ~~add~~continue growing our "athletic shop" in-store concept and other shop-in-shop concepts across our fleet in the years ahead.

The addition of the Shoe Station banner and retail locations creates a complementary retail platform to serve a broader family footwear customer base across both urban and suburban demographics. The Shoe Station concept targets a more ~~Nike~~

~~shops~~affluent family footwear customer and has a strong track record of capitalizing on emerging footwear fashion trends and introducing new brands. See Note 2 — “Acquisition of Shoe Station” to our ~~physical stores through 2023. Our e-commerce platform offers customers~~Notes to Condensed Consolidated Financial Statements contained in PART I, ITEM 1 of this Quarterly Report on Form 10-Q and 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 29, 2022, for further discussion.

We believe our distinctive shopping experiences give us various competitive advantages, including increased multiple unit sales; the building of a ~~large assortment~~loyal, repeat customer base; the creation of ~~products in all categories~~word-of-mouth advertising; and enhanced sell-through of ~~footwear with an increased depth of sizes and colors that may not be available in all stores.~~in-season goods.

Critical Accounting Policies

We use judgment in reporting our financial results. This judgment involves estimates based in part on our historical experience and 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, valuation of long-lived assets, accounting for business combinations, leases, and income 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 ~~30, 2021,~~29, 2022, and there have been no material changes to those critical accounting policies.

Results of Operations Summary Information ~~regarding the COVID-19 Coronavirus Pandemic (“COVID-19”)~~

~~We continue~~


	Number of Stores								Store Square Footage
	Beginning						End of		Net			End		Comparable
Quarter Ended	Of Period		Opened		Closed		Period		Change			of Period		Store Sales(1)
April 30, 2022		393		2		0		395		31,000			4,450,000		(10.6	)%

May 1, 2021		383		0		6		377		(46,000	)		4,100,000		125.8	%

(1)

Comparable store sales is a key performance indicator for us. Comparable store sales include stores that have been open for 13 full months after such stores’ grand opening or acquisition prior to closely monitor and manage the impact of the COVID-19 pandemic, and the safety and well-being of our customers, employees and business partners remains a top priority. The COVID-19 pandemic has significantly impacted, and is expected to continue to impact, our operations, supply chains, and overall economic conditions and consumer spending for the foreseeable future.

In response to the COVID-19 pandemic, all of our physical stores were temporarily closed effective March 19, 2020. Our e-commerce platform continued to operate, and our e-commerce sales increased significantly in fiscal 2020 as customers shifted purchases to our online channel. We began reopening our physical stores in accordance with applicable public health guidelines in late April 2020. Thus substantially all of our physical stores were closed for approximately 50% of the first fiscal quarter of 2020. By the beginning of the ~~second quarter of fiscal 2020, approximately 50%~~period, including those stores that have been relocated or remodeled. Therefore, all Shoe Station sales (physical store and e-commerce) are excluded from our comparable store sales. In addition, sales related to any Shoe Carnival bannered physical stores recently opened or closed are not included in comparable store sales. We do include e-commerce sales sold using the Shoe Carnival brand in our comparable store sales as a result of our ~~stores were reopened, and by early June 2020, substantially all~~omnichannel retailer strategy. We view these e-commerce sales as an extension of our ~~stores had reopened. Due to the pandemic, we did not have any stores closed as of May 1, 2021 or for extended periods during the first quarter of fiscal 2021.~~physical stores.

~~Results of Operations Summary Information~~

Number of Stores

Store Square Footage

Beginning

End of

Net

End

Comparable

Quarter Ended

Of Period

Opened

Closed

Period

Change

of Period

Store Sales⁽¹⁾

May 1, 2021

383

0

6

377

(46,000
)

4,100,000

125.8
%

May 2, 2020

392

0

2

390

(22,000
)

4,198,000

(42.3
)%

~~(1)~~

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

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


	Thirteen Weeks Ended May 1, 2021			Thirteen Weeks Ended May 2, 2020			Thirteen Weeks Ended April 30, 2022			Thirteen Weeks Ended May 1, 2021
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales (including buying, distribution and occupancy costs)		60.4			78.7			64.5			60.4
Gross profit		39.6			21.3			35.5			39.6
Selling, general and administrative expenses		22.1			37.1			24.4			22.1
Operating income/(loss)		17.5			(15.8	)
Interest income		0.0			0.0
Income tax expense/(benefit)		4.3			(4.8	)
Net income/(loss)		13.2	%		(11.0	)%
Operating income								11.1			17.5
Interest expense (income), net								0.0			0.0
Income tax expense								2.6			4.3
Net income								8.5	%		13.2	%

The shares outstanding and net income per share information for the first quarter of 2021 throughout this MD&A has been adjusted retroactively as a result of a two-for-one stock split of the outstanding shares of our common stock held by shareholders of record on July 6, 2021 that was completed on July 19, 2021. See Note 1 — “Basis of Presentation” to our Notes to Condensed Consolidated Financial Statements contained in PART I, ITEM 1 of this Quarterly Report on Form 10-Q for additional information on the stock split.

Executive Summary for the First Fiscal Quarter Ended ~~May 1, 2021~~April 30, 2022

~~Given the significant impact of the COVID-19 pandemic on our fiscal 2020 first quarter results, we have included certain comparisons between~~During the first quarter ~~of fiscal~~2022, our customers shopped for footwear without the pandemic-related government stimulus received in 2021 and without the pandemic-related retail store closures experienced in 2020. Our customers returned to a more normal, pre-pandemic shopping pattern, with the mix of sales being more balanced between the athletic and non-athletic categories. Our first quarter 2022 results demonstrated the structural profit transformation and increased scale our strategic plans have achieved compared to pre-pandemic results. This quarter we continued to achieve gross profit margins in the mid-thirties, double-digit operating income margin and trailing twelve-month store productivity above $300 per square foot, despite the current economic headwinds and continuing global uncertainty.

For the first quarter ~~of fiscal 2019 to provide further context regarding our fiscal 2021 results of operations.~~

~~* * *~~

~~The first quarter of fiscal 2021 was a record-breaking quarter with the highest quarterly net sales, gross profit, operating income and~~2022, diluted net income per share was $0.95, the second highest first quarter in our ~~history. For~~history and only surpassed by the stimulus-enhanced first quarter 2021. The $0.95 per share earned was more than double the amount earned pre-pandemic in the first quarter ~~of fiscal 2021, diluted net income per share of $3.02 exceeded our highest annual diluted net income per share of $2.92, which we reported for the full fiscal year~~ 2019.

~~The beginning of~~ Net sales in the first quarter 2022 were $317.5 million. Excluding the stimulus-enhanced first quarter 2021, the first quarter 2022 net sales were also the highest in our history, surpassing any other first quarter by more than 20%. As an indicator of ~~fiscal 2021 was negatively~~the strength of our first quarter 2022 results against the pre-pandemic first quarter 2019, net sales increased 25.1% and comparable store sales increased 16.8%. Our physical store comparable store sales increased 9.1% and e-commerce net sales increased 154.4%.

Our first quarter 2022 results were positively impacted by ~~a combination~~growth in our customer base and the transformation of ~~cold, wet weather and a delay in tax refunds. As~~our gross profit margin. During the quarter, ~~progressed,~~ we ~~started to experience~~surpassed 29 million Shoe Perks loyalty program members, representing an increase in ~~sales primarily due~~new customers of 10% compared to more seasonable weather, the positive impact of consumer tax refunds and government stimulus payments, and the arrival of new spring inventory. We believe sales were further bolstered by the successful rollout of COVID-19 vaccinations and the decrease in the number of positive COVID-19 cases in our trade areas, which we believe gave our customers confidence to shop our physical stores. Comparable store sales for our physical stores increased 161.1% for the first quarter 2021 and growth of ~~fiscal~~over 25% compared to the first quarter 2019. Gross profit margin during the first quarter 2022 was 35.5%, a near 600 basis point increase compared to the first quarter 2019, driven primarily by changes to our customer relationship management and promotional strategies, offset by increased transportation and fuel costs.

Compared to the stimulus-enhanced first quarter 2021, net sales were down 3.3% and comparable store sales declined 10.6%. These results compared to a net sales increase of 122.7% and a comparable store sales increase of 125.8% in the first quarter 2021 compared to the first quarter 2020 when our stores were closed for about half of ~~fiscal 2020~~the quarter. Due to the current global supply chain issues and ~~22.7%~~inflation, we incurred significantly higher transportation and fuel costs in the first quarter 2022 compared to the first quarter ~~of fiscal 2019. Comparable store sales for~~2021, which reduced our ~~e-commerce platform~~merchandise margin by 150 basis points and increased ~~11.8%~~our distribution costs by 190 basis points. Excluding the 150 basis point increase in transportation and fuel costs, our merchandise margin would have increased in the first quarter 2022 compared to the first quarter ~~of fiscal 2020 and 191.3%~~2021. Also compared to the first quarter 2021, these additional costs decreased our diluted net income per share by $0.29.

We ended the first quarter 2022 with inventory of ~~fiscal 2019.~~

~~All~~$345.0 million, an increase of ~~our product categories had comparable store sales increases ranging from double digits to low triple-digits~~$76.4 million compared to the first quarter 2021, or 22.6% on a per store basis. The majority of ~~fiscal 2020. Additionally, certain categories showed significant comparable store sales increases compared~~the increase was due to accelerated receipts of merchandise in an effort to mitigate supply chain issues for the back-to-school shopping period, and approximately 40% of the increase was due to the addition of Shoe Station stores.

We had no borrowings outstanding under our credit facility, which was amended and restated during the first quarter 2022, and we ended the first quarter 2022 with $97.1 million of cash, cash equivalents and marketable securities. Our new credit facility expires on March 23, 2027.

We are currently in the process of modernizing our stores and plan to have over 50% of our stores modernized by the summer of 2023 and the full program complete by the end of fiscal 2019, including: adult athletics, women’s non-athletics and in particular women’s non-athletic sport and seasonal categories, men’s non-athletics and children’s athletics and non-athletic shoes. Demand for additional product categories such as women’s dress shoes began to show improvement2024. Through the first quarter 2022, 31% of the fleet is complete.

Two new stores were opened in the first quarter 2022 and no stores were closed. We aim to open approximately 10 new stores in fiscal 2022 and expect no store closures and for store count to exceed 400 stores by the end of fiscal 2021, as social and work-related activity continued to increase; however, comparable store sales in women's dress shoes decreased in the first quarter of fiscal 2021 compared to the first quarter of 2019.2022.

~~Highlights for the first quarter of fiscal 2021 and a brief discussion of some key initiatives are as follows:~~

•

Net sales for the first quarter of fiscal 2021 were an all-time quarterly record of $328.5 million. Comparable store sales increased 125.8% compared to the first quarter of fiscal 2020 and increased 31.6% compared to the first quarter of fiscal 2019 when operations were not impacted by the pandemic.

•

Net income for the first quarter of fiscal 2021 was $43.2 million, or $3.02 per diluted share, compared to a net loss of $16.2 million, or a loss of $1.16 per diluted share, in the first quarter of fiscal 2020. Earnings in the first quarter of fiscal 2021 exceeded any previous quarterly or full-year record.

•

We achieved record quarterly gross profit of $130.2 million during the first quarter of fiscal 2021. Gross profit margin as a percent of sales increased 18.3 percentage points to a record 39.6% compared to the first quarter of fiscal 2020 and increased 10.0 percentage points compared to the first quarter of fiscal 2019, driven by a strong merchandise selection and reduced chain-wide promotional pricing.

•

~~We had no borrowings during the first fiscal quarter of 2021 and ended the quarter with $174.6 million of cash and cash equivalents.~~

•

In the first quarter of fiscal 2021, we continued to increase membership in our Shoe Perks customer loyalty program, which grew over 10 percent compared to the prior year first quarter. This brought total membership in the program to over 27 million customers as of May 1, 2021. We believe our Shoe Perks program affords us opportunities to communicate, build relationships and engage with our most loyal shoppers, which we believe will result in long-term customer commitment to our brand.

•

~~During the next twelve months, we expect to have completed the first 100 stores within our plan to modernize two-thirds of our store portfolio over the next three to five years.~~

Results of Operations for the First Quarter Ended April 30, 2022 Compared to the First Quarter Ended May 1, 2021

Net Sales

Net sales were ~~a record $328.5~~$317.5 million during the first quarter ~~of fiscal 2021~~2022 and ~~increased substantially~~decreased 3.3% compared to the first quarter 2021. The change in net sales was primarily a result of ~~the prior year. Total~~a 10.6% comparable ~~stores~~store sales ~~increased 125.8% with physical stores sales increasing 161.1% and e-commerce sales increasing 11.8 % compared~~decline due primarily to the ~~prior year.~~impact of government stimulus dollars in the first quarter 2021 offset by revenues attributable to new stores, including the Shoe Station stores. E-commerce sales ~~represented~~were approximately ~~12%~~11% of merchandise sales in the first quarter 2022, compared to 12% in the first quarter 2021.

Gross Profit

Gross profit was $112.9 million during the first quarter 2022, a decrease of ~~fiscal 2021. Total comparable store sales increased 31.6%~~$17.3 million compared to the first quarter ~~of fiscal 2019. Net sales were positively impacted by continued demand for our strong product offerings, seasonal weather, increased COVID-19 vaccination rates~~

and the positive impact of consumer-based government stimulus. Additionally, substantially all of our stores were closed for approximately half of the first quarter of fiscal 2020 due to the pandemic. Net sales in the first quarter of fiscal 2021 were favorably impacted by increased conversion and average transaction price with traffic returning to fiscal 2019 levels. The increase in average transaction price was primarily driven by reduced promotional activity as more fully discussed below.

~~Gross Profit~~

~~Gross profit was a record $130.2 million during the first quarter, an increase of $98.7 million compared to the prior year.~~2021. Gross profit margin in the first ~~fiscal~~ quarter ~~increased~~2022 was 35.5% compared to 39.6% ~~compared to 21.3%~~ in the first quarter 2021. Merchandise margin decreased 1.3% and buying, distribution and occupancy costs increased 2.8% as a percentage of fiscal 2020 and 29.6% in the first quarter of fiscal 2019. The increase in gross profit was primarily due to our broad assortment of inventory and our ability to effectively replenish product, despite supply chain disruptions. As a result of our strong inventory position and related customer response, we were able to eliminate low margin, chain-wide promotional events, including Buy One, Get One Half Off (“BOGO”) promotions, for the entire quarter. Our customers responded positively to our promotional strategy by remaining focused on certain categories and brands and continued to shop our stores and e-commerce platform for their needs. The decision to be less promotional led to higher merchandise margins, which increased 10.0 percentage pointsnet sales compared to the first quarter 2021. The changes were primarily a result of ~~fiscal 2020~~inflation on transportation and ~~8.1 percentage points compared to~~fuel costs in the first quarter ~~of fiscal 2019. Based on our customer’s response to date, we anticipate eliminating chain-wide BOGO promotions for the remainder of fiscal 2021.~~2022.

As a percentage of sales, our buying, distribution and occupancy costs decreased 8.3 percentage points compared to the first quarter of fiscal 2020 and 1.9 percentage points compared to the first quarter of fiscal 2019 primarily due to the increase in sales. Investments in our distribution center placed into service after the first quarter of fiscal 2020 resulted in higher costs in fiscal 2021, which offset some of the leveraging effect of the higher sales.

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

SG&A increased ~~$17.8~~$4.9 million in the first quarter ~~of fiscal 2021~~2022 to ~~$72.6~~$77.5 million compared to ~~$54.7~~$72.6 million in the first quarter 2021. The overall increase in SG&A during the first quarter 2022 was primarily attributable to continued investment in advertising and store level wages, partially offset by lower levels of ~~fiscal 2020.~~ incentive compensation. As a percentage of net sales, SG&A ~~leveraged to 22.1% compared to 37.1%~~was 24.4% in the first quarter ~~of fiscal 2020 and 23.4%~~2022 compared to 22.1% in the first quarter ~~of fiscal 2019. This decrease in SG&A as a percentage of sales compared to the last two years reflects~~ 2021.~~the leveraging effect of higher sales~~.

The increase in SG&A primarily correlated with our record performance, in terms of increased performance-based incentive compensation, general wages and variable costs that change with sales, such as credit card fees. SG&A also increased due to market return volatility on our deferred compensation plan. With respect to performance-based incentive compensation, our record performance in the first quarter of fiscal 2021 exceeded annual performance targets; therefore, virtually all annual performance-based compensation expected for the full year was expensed this quarter resulting in 40% of the period-over-period increase.

Income Taxes

The effective income tax rate for the first quarter ~~of fiscal 2021~~2022 was ~~24.8%~~23.8% compared to ~~30.3%~~24.8% for the ~~same period in fiscal 2020.~~first quarter 2021. Our provision for income taxes is based on the current estimate of our annual effective tax rate and is adjusted as necessary for quarterly events. The ~~higher~~lower quarterly effective tax rate ~~in the prior year~~ was primarily ~~impacted by our first quarter implementation~~due to a lower level of ~~the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and the deleveraging effect of lower pre-tax profitability on permanent differences.~~expected non-deductible compensation in fiscal 2022. For the full ~~2021~~2022 fiscal year, we expect our tax rate to be ~~comparable~~between 24% and 25% compared to the ~~25.8%~~25.3% effective tax rate recognized induring the full 2021 fiscal ~~2020.~~year.

Liquidity and Capital Resources

Our primary sources of liquidity are ~~$174.6~~$97.1 million of cash, ~~and~~ cash equivalents and marketable securities on hand at the end of the first ~~fiscal~~ quarter ~~of 2021,~~2022, cash generated from operations and availability under our $100 million credit facility. While the ~~continued economic uncertainty and future~~ effects ~~on customer behavior caused by~~of the COVID-19 pandemic ~~makes~~and other economic uncertainty associated with inflation, constrained supply chains and the Eastern European conflict, among other macroeconomic uncertainty, make our operating cash flow less predictable, we believe 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, 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. As part of our growth strategy, we may also pursue strategic acquisitions of other footwear retailers.

Cash Flow - Operating Activities

Net cash generated from operating activities was ~~$76.5~~$17.7 million in the first quarter ~~of fiscal 2021~~2022 compared to ~~net cash used in operating activities of $42.9~~$76.5 million during the first quarter ~~of fiscal 2020.~~2021. The ~~increase~~change in operating cash flow was primarily driven by ~~higher cash receipts on~~ increased ~~sales, partially offset by increased~~earnings in the first quarter 2021 and timing of inventory ~~purchases for the quarter ended May 1, 2021 compared to the quarter ended May 2, 2020.~~purchases.

Working capital increased on a year-over-year basis ~~totaling~~and totaled $271.8 million at April 30, 2022 compared to $262.3 million at May 1, ~~2021 and $185.9 million at May 2, 2020.~~2021. The increase was primarily attributable to ~~increased~~higher merchandise inventory levels offset by lower cash ~~positions.~~balances due to the acquisition of Shoe Station and share repurchases. Our current ratio was 2.4 as of April 30, 2022 compared to 2.3 as of May 1, ~~2021 compared to 2.2 as of May 2, 2020.~~ 2021.

Cash Flow – Investing Activities

Our cash outflows for investing activities are ~~primarily~~normally for capital expenditures. During the first ~~quarter~~quarters of ~~fiscal~~2022 and 2021, we expended $26.9 million and $4.1 million, respectively, for the purchase of property and equipment, primarily related to our store portfolio modernization plan. ~~During the first quarter~~

We invest in publicly traded mutual funds designed to mitigate income statement volatility associated with our nonqualified deferred compensation plan. The balance of ~~fiscal 2020, we expended $3.2~~these marketable securities was $11.0 million ~~for the purchase~~at April 30, 2022. Additional information can be found in Note 4 — “Fair Value Measurements” to our Notes to Condensed Consolidated Financial Statements contained in PART I, ITEM 1 of ~~property and equipment, primarily related to investments in technology and normal asset replacement activities.~~this Quarterly Report on Form 10-Q.

Cash Flow – Financing Activities

Our cash outflows for financing activities are typically for cash dividend payments, share repurchases or payments on our credit facility. Shares of our common stock can be either acquired as part of a publicly announced repurchase program or withheld by us in connection with employee payroll tax withholding upon the vesting of ~~equity awards.~~stock-based compensation awards that are settled in shares. Our cash inflows from financing activities generally reflect stock issuances to employees under our Employee Stock Purchase Plan and borrowings under our credit facility.

During the first quarter ~~of fiscal 2021,~~2022, net cash used in financing activities was ~~$4.3~~$25.1 million compared to ~~$3.0~~$4.3 million during the first quarter ~~of fiscal 2020.~~2021. The increase in net cash used in financing activities was primarily due to ~~increased dividend payments and more~~the repurchase of $20.5 million of shares ~~withheld upon the vesting of equity awards. During~~in the first quarter ~~of fiscal 2021, we did not borrow or repay funds under our credit facility and did not repurchase any shares~~2022 associated with our Board of Directors’ authorized share repurchase program. ~~Letters of credit outstanding were $750,000 at May 1, 2021, and our borrowing capacity was $99.2 million.~~

~~Our credit facility requires us to maintain compliance with various financial covenants.~~ See Note 7 – “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 30, 2021 for a further discussion of our credit facility and its covenants. W~~e were in compliance with these covenants as of May 1, 2021.~~

Capital Expenditures

Capital expenditures for fiscal ~~2021,~~2022, including actual expenditures ~~for~~in the ~~fiscal~~first quarter ~~ended May 1, 2021,~~2022 , are expected to be between ~~$30~~$55 million and ~~$35~~$65 million, with approximately ~~$24~~$50 million to ~~$26~~$55 million to be used for a new ~~store,~~stores, relocations and remodels and approximately $2$5 million to $4$10 million for upgrades to our ~~distribution center and~~ e-commerce ~~platform. The remaining capital expenditures are expected to be incurred for~~platform, various other store improvements, continued investments in technology and normal asset replacement activities. The resources allocated to these projects are subject to near-term changes depending on the impacts associated with ~~the~~ COVID-19, ~~pandemic and~~ ongoing supply chain ~~disruptions.~~disruptions, and other macroeconomic uncertainty. Furthermore, the actual amount of cash required for capital expenditures for store operations depends in part on the number of stores opened, the number of stores relocated, the amount of lease incentives, if any, received from landlords and the number of stores remodeled. The number of new store 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 ~~continually analyze our~~opened one Shoe Carnival branded store ~~portfolio~~ and ~~the potential for new stores based on our view of internal and external opportunities and challenges~~one Shoe Station branded store in the ~~marketplace.~~first quarter 2022. Increasing market penetration by ~~opening~~adding new stores ~~has historically been~~is a key component of our ~~long-term~~ growth ~~strategy,~~strategy. Through a combination of both organic and acquired store growth, we ~~continue~~aim to ~~focus on generating positive long-term financial performance from~~add approximately 10 new stores in fiscal 2022, over 20 new stores in fiscal 2023, and over 25 new stores annually by fiscal 2024, across both banners. We believe our current store ~~portfolio. We~~footprint provides for growth in new markets within the United States as well as fill-in opportunities within existing markets. In the near term, we expect to pursue fill-in opportunities for store growth across large and mid-size markets as we continue to leverage customer data from our customer relationship management ~~program and~~program. We believe more attractive real estate options ~~become available. In fiscal 2021, we expect to open one new store within our existing geographic footprint. We anticipate store growth~~ will ~~return after fiscal 2021.~~

~~When we identify a store that produces or may potentially produce, low or negative contribution, we either renegotiate lease terms, relocate or close~~be available with the store. In instances when underperformance indicates the carrying value of a store’s assets may not be recoverable, we impair the store. Although store closings could reduce our overall net sales volume, we believe this strategy will realize long-term improvement in operating income and diluted net income per share. Depending upon the results of lease negotiations with certain landlords of underperforming stores, we may increase or decrease the number of store closures in future periods. We closed six stores in the quarter and expect to close two additional stores by the endaddition of the ~~current fiscal year.~~

~~Our~~Shoe Station retail concept to our portfolio. However, our future store ~~strategies~~growth may continue to be impacted by the ~~current economic uncertainty~~COVID-19 pandemic and other macroeconomic uncertainty.

Over the last several years, we performed a store rationalization and performance improvement plan. As part of the plan, which is now complete, we identified underperforming stores and worked to address the performance of these stores through renegotiation of lease terms, relocation or closure. While we continue to actively monitor the store portfolio, we do not expect any further significant closures over the next several years.

Credit Facility

On March 23, 2022, we entered into a new $100 million Amended and Restated Credit Agreement (the “New Credit Agreement”), which replaced our existing credit agreement. The New 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 ~~COVID-19 pandemic.~~ New 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 30, 2022.

~~Dividends~~The New 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 pay cash dividends, execute share

repurchases or facilitate acquisitions from cash on hand. The New 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 New 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 the first quarter 2022, we did not borrow or repay funds under our prior credit facility or the New Credit Agreement. Letters of credit outstanding were $700,000 at April 30, 2022 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 New Credit Agreement.

Dividends

On March ~~18, 2021,~~10, 2022, the Board of Directors ~~increased~~approved the ~~quarterly~~payment of a first quarter 2022 cash dividend ~~from $0.09~~ to ~~$0.14 per share, an increase of 56%.~~our shareholders. The quarterly cash dividend of ~~$0.14~~$0.090 per share was paid on April ~~19, 2021~~18, 2022 to shareholders of record as of the close of business on April ~~5, 2021.~~ 4, 2022. In ~~fiscal 2020,~~ the first quarter 2021, the dividend paid was ~~$0.085~~$0.070 per share. During the first quarters of ~~fiscal~~2022 and 2021, ~~and 2020,~~ we returned ~~$2.1~~$2.6 million and ~~$1.3~~$2.1 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 permits~~Directors, subject to restrictions as outlined above in the payment of cash dividends as long as no default or event of default exists under the credit agreement both immediately before and immediately after giving effect to the cash dividends, and the aggregate amount of cash dividends for a fiscal year does not exceed $10 million. “Credit Facility” discussion. See Note ~~7 –~~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 ~~30, 2021~~29, 2022 for a further discussion of our credit ~~facility and its covenants.~~facility.

Share Repurchase Program

On December ~~15, 2020,~~16, 2021, our Board of Directors authorized a share repurchase program for up to $50.0 million of outstanding common stock, effective January 1, ~~2021~~2022 (the ~~“2021~~“2022 Share Repurchase Program”). The purchases may be made in the open market or through privately negotiated transactions from time-to-time through December 31, ~~2021~~2022 and in accordance with applicable laws, rules and regulations. The ~~2021~~2022 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.~~

~~Due~~and economic factors and are subject to uncertainty related to the COVID-19 pandemic, no share repurchases have been made to date in fiscal 2021 and no repurchases were made throughout fiscal 2020. We will continue to evaluate the repurchase of shares under the 2021 Share Repurchase Program.

~~Our credit~~ ~~facility stipulates that~~ ~~distributions~~restrictions as outlined above in the form of redemptions of Equity Interests (as defined in the credit agreement) can 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.“Credit Facility” discussion. See Note ~~7 –~~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 ~~30, 2021~~29, 2022 for a further discussion of our credit ~~facility~~facility.

During the first quarter 2022, we repurchased 682,886 shares of common stock at a total cost of $20.5 million under the 2022 Share Repurchase Program. As of April 30, 2022, we had $29.5 million available for future repurchases. Due to uncertainty related to the COVID-19 pandemic, share repurchases were limited in fiscal 2021 and ~~its covenants.~~no repurchases were made in the first quarter 2021.

Seasonality

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 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 in future periods ~~could require us to sell excess inventory at a substantial markdown, which~~ could reduce our net sales and gross profit and negatively affect our profitability.

With respect to our back-to-school shopping season, we believe most schools may resume in-person learning on a part-time or full-time basis. However, as of early June 2021, very few schools in the trade areas we serve have announced start dates for the upcoming fall semester. It currently remains uncertain whether the traditional late July and early August school openings will resume as normal, commence at a later date, or open at all. The timing of these traditional school openings typically benefit our second quarter sales and earnings results.

~~Recent Accounting Pronouncements~~

See Note 3 — “Recently Issued Accounting Pronouncements” in the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements that may have an impact on our condensed consolidated financial statements when adopted.

1918

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in that the interest payable under our credit facility is based on variable interest rates and therefore is affected by changes in market rates. We do not use interest rate derivative instruments to manage exposure to changes in market interest rates. We had no borrowings ~~under our credit facility~~outstanding during the first quarter ~~of fiscal 2021.~~2022.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of ~~May 1, 2021,~~April 30, 2022, 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.

On December 3, 2021, we acquired the physical stores and substantially all of the other assets and liabilities of Shoe Station, a privately held, family-owned shoe retailer. Under the rules and regulations of the Securities and Exchange Commission, we elected to exclude Shoe Station during the year ended January 29, 2022 from management's assessment of effectiveness of our internal control over financial reporting as of January 29, 2022. In our Annual Report on Form 10-K for the year ending January 28, 2023, management and our independent registered public accounting firm will be required to provide an assessment as to the effectiveness of our internal control over financial reporting, inclusive of the acquired assets of Shoe Station.

There have been no significant changes in our internal control over financial reporting that occurred during the quarter ended ~~May 1, 2021~~April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2019

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

~~Except as set forth below, there~~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 ~~30, 2021.~~

~~The risk factor entitled “Adverse impacts on consumer spending may significantly harm our business“ has been updated to read as follows:~~

~~Adverse impacts on consumer spending may significantly harm our business.~~ The success of our business depends to a significant extent upon the level of consumer spending. A number of factors may affect the level of consumer spending on merchandise that we offer, including, among other things:29, 2022.

•

~~general economic and industry conditions;~~

•

~~unemployment trends and salaries and wage rates;~~

•

~~energy costs, which affect gasoline and home heating prices;~~

•

~~the level of consumer debt;~~

•

~~consumer credit availability;~~

•

~~real estate values and foreclosure rates;~~

•

~~consumer confidence in future economic conditions;~~

•

~~interest rates;~~

•

~~inflation;~~

•

~~health care costs;~~

•

~~the timing and level of government stimulus payments;~~

•

~~tax rates, policies and timing and amounts of tax refunds;~~

•

~~natural disasters, changing weather patterns and catastrophic events; and~~

•

~~war, terrorism, civil unrest, other hostilities and security concerns.~~

The merchandise we sell generally consists of discretionary items. Adverse economic conditions and unemployment rates, and any related decrease in consumer confidence and spending may result in reduced consumer demand for discretionary items. The federal stimulus payments made directly to consumers as a result of the COVID-19 pandemic likely had a positive impact on our net sales, including in the first quarter of fiscal 2021. The amount of any future stimulus payments and duration of the impact of such payments is uncertain. Reduced consumer demand could result in reduced traffic in our physical stores and to our e-commerce platform; a limit to the prices we can charge for our merchandise; inventory markdowns; increased selling and promotional expenses; and the need to close underperforming stores, which could result in higher than anticipated closing costs. Any of these impacts could have a material adverse effect on our business, results of operations and financial condition.

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 30, 2022 to February 26, 2022		0	$	0		0	$	50,000,000
February 27, 2022 to April 2, 2022		481,385	$	30.24		412,990	$	37,493,056
April 3, 2022 to April 30, 2022		269,896	$	29.67		269,896	$	29,485,035
		751,281				682,886

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 31, 2021 to February 27, 2021

0

$
0

0

$
50,000,000

February 28, 2021 to April 3, 2021

38,005

$
61.46

0

$
50,000,000

April 4, 2021 to May 1, 2021

0

$
0

0

$
50,000,000

38,005

0

(1)

Includes 68,395 shares 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 16, 2021, our Board of Directors authorized the 2022 Share Repurchase Program for up to $50.0 million of our outstanding common stock, effective January 1, 2022 and expiring on December 31, 2022.

~~(1)~~

~~Total number of shares purchased were shares withheld by us in connection with employee payroll tax withholding upon the vesting of share-settled equity awards.~~

~~(2)~~

On December 15, 2020, our Board of Directors authorized a new share repurchase program for up to $50.0 million of our outstanding common stock, effective January 1, 2021 and expiring on December 31, 2021.

2120

ITEM 6. EXHIBITS

EXHIBIT INDEX

Incorporated by Reference To

Exhibit

No.

Description

Form

Exhibit

Filing Date

Filed

Herewith

Description

Form

Exhibit

Filing Date

Filed

Herewith

3-A

Amended and Restated Articles of Incorporation of Registrant

8-K

3-A

06/14/2013

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

By-laws of Registrant, as amended to date

8-K

3-B

06/14/2013

4.1

Amended and Restated Credit Agreement, dated as of March 23, 2022, by and among the Registrant, the financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, sole lead arranger and sole bookrunner

8-K

4.1

03/24/2022

4.2

Amended and Restated Security Agreement, dated as of March 23, 2022, by and between the Registrant and Wells Fargo Bank, National Association, as administrative agent

8-K

4.2

03/24/2022

10.1

Employment and Noncompetition Agreement dated as of April 4, 2021 between Registrant and Marc A. Chilton

Form of 2022 Restricted Stock Unit Award Agreement under the Shoe Carnival, Inc. 2017 Equity Incentive Plan (Executive Officers)

8-K

10.1

03/15/2022

10.2

Severance and Release Agreement, dated March 18, 2021, between Registrant and Timothy Baker

8-K

10.1

3/22/2021

Form of 2022 Performance Stock Unit Award Agreement under the Shoe Carnival, Inc. 2017 Equity Incentive Plan (Executive Officers)

8-K

10.2

03/15/2022

10.3

Form of 2021 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)

8-K

10.2

3/22/2021

10.4

First Amendment to Amended and Restated Employment and Noncompetition Agreement, dated as of April 7, 2021, between Registrant and Clifton E. Sifford

8-K

10.1

4/9/2021

10.5

First Amendment to Amended and Restated Employment and Noncompetition Agreement, dated as of April 5, 2021, between Registrant and W. Kerry Jackson

8-K

10.2

4/9/2021

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

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

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

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

101

The following materials from Shoe Carnival, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021, 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.

The following materials from Shoe Carnival, Inc.’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2022, 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.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

2221

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: June ~~4, 2021~~3, 2022	SHOE CARNIVAL, INC.
	(Registrant)

By: /s/ W. Kerry Jackson
W. Kerry Jackson
Senior Executive Vice President,
Chief Financial and Administrative Officer and Treasurer

(Duly Authorized Officer and Principal Financial Officer)

2322


☒		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended ~~May 1, 2021~~April 30, 2022
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.

~~Shoe Carnival, Inc.~~
(Exact name of registrant as specified in its charter)


Indiana		35-1736614
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

7500 East Columbia Street Evansville, IN		47715
(Address of principal executive offices)		(Zip code)


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


			Page
Part I	Financial Information

	Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Income	4
		Condensed Consolidated 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	1413

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2019

	Item 4.	Controls and Procedures	2019

Part II	Other Information

	Item 1A.	Risk Factors	2120

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2120

	Item 6.	Exhibits	2221

	Signature		2322


	Common Stock							Additional Paid-In			Retained			Treasury
(In thousands, except per share data)	Issued		Treasury			Amount		Capital			Earnings			Stock			Total
Balance at January 30, 2021		20,525		(6,420	)	$	205	$	78,878		$	406,655		$	(175,562	)	$	310,176
Dividends declared ($0.140 per share)												(2,022	)					(2,022	)
Employee stock purchase plan purchases				2					31						33			64
Restricted stock awards				105					(2,878	)					2,878			0
Shares surrendered by employees to pay taxes on restricted stock				(38	)										(2,336	)		(2,336	)
Stock-based compensation expense									1,151									1,151
Net income												43,242						43,242
Balance at May 1, 2021		20,525		(6,351	)	$	205	$	77,182		$	447,875		$	(174,987	)	$	350,275

Balance at February 1, 2020		20,525		(6,517	)	$	205	$	79,914		$	395,761		$	(178,517	)	$	297,363
Dividends declared ($0.085 per share)												(1,219	)					(1,219	)
Employee stock purchase plan purchases				4					(34	)					97			63
Restricted stock awards				148					(4,111	)					4,111			0
Shares surrendered by employees to pay taxes on restricted stock				(71	)										(1,700	)		(1,700	)
Stock-based compensation expense									1,141									1,141
Net loss												(16,190	)					(16,190	)
Balance at May 2, 2020		20,525		(6,436	)	$	205	$	76,910		$	378,352		$	(176,009	)	$	279,458

	Number of Shares			Weighted- Average Grant Date Fair Value
Restricted stock units and performance stock units at January 30, 2021		256,508		$	22.13
Granted		107,986			56.42
Vested		(105,148	)		29.70
Restricted stock units and performance stock units at May 1, 2021		259,346		$	33.34

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Outstanding at January 30, 2021		44,200		$	15.23
Granted		46,900			61.88
Exercised		(43,200	)		15.26
Outstanding at May 1, 2021		47,900		$	60.88		2.9

	May 1, 2021		May 2, 2020
Risk free interest rate yield curve	0.01% - 0.86%		0.10% - 0.36%
Expected dividend yield	0.9%		1.5%
Expected volatility	63.19%		62.95%
Maximum life	1.92 - 2.92 Years		1.91 - 2.91 Years
Exercise multiple	0.94 - 1.29			1.29
Maximum payout	$	10.00	$	10.00
Employee exit rate	2.2% - 9.0%		2.2% - 9.0%

(In thousands)	Thirteen Weeks Ended May 1, 2021				Thirteen Weeks Ended May 2, 2020
Non-Athletics:
Women’s	$	75,531	23	%	$	28,921	20	%
Men’s		44,282	13			18,715	13
Children’s		23,293	7			7,009	5
Total		143,106	43			54,645	38

Athletics:
Women’s		58,595	18			32,912	22
Men’s		65,724	20			31,460	21
Children’s		42,578	13			20,664	14
Total		166,897	51			85,036	57

Accessories and Other		18,454	6			7,814	5

Total	$	328,457	100	%	$	147,495	100	%

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 31, 2021 to February 27, 2021		0	$	0		0	$	50,000,000
February 28, 2021 to April 3, 2021		38,005	$	61.46		0	$	50,000,000
April 4, 2021 to May 1, 2021		0	$	0		0	$	50,000,000
		38,005				0


Commission File Number:	0-21360