Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically 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 ☐ 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��~~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

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 August ~~27, 2021~~26, 2022 was ~~28,238,450.~~27,613,894.

~~All share and per share amounts in this quarterly report on Form 10-Q give effect to the stock split and have been adjusted retroactively for all periods presented.~~

On December 3, 2021, we acquired the physical stores and substantially all of the other assets and liabilities of Shoe Station, Inc. ("Shoe Station") for total consideration of $70.7 million, net of $77,000 of cash acquired. The purchase price paid is subject to an adjustment for finalization of the value of the net assets acquired and was funded with available cash on hand. Shoe Station was one of the nation's largest independent shoe retailers, with currently 22 locations in Alabama, Florida, Georgia, Mississippi and Louisiana. We believe the addition of a new brand and new retail locations to the Shoe Carnival portfolio creates a complementary retail platform to serve a broader family footwear customer base across both urban and suburban demographics.

The results of Shoe Station are included in our condensed consolidated financial statements since the acquisition date. Shoe Station bannered stores contributed Net ~~Income/(Loss)~~sales of $27.2 million and $53.4 million in the thirteen and twenty-six weeks ended July 30, 2022, respectively. We recorded a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values as of December 3, 2021. There were no material adjustments to our preliminary purchase price allocation recognized in year-to-date 2022. The final determination of the fair values and related impacts will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date.

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.

We did not have any stores closed as of July 31, 2021 or for extended periods during the first six months of fiscal 2021 due to the pandemic. The COVID-19 pandemic will likely continue to impact our financial condition and results of operations for the foreseeable future.

During ~~the second quarter of~~ fiscal 2021, we invested ~~approximately $17.5 million~~ 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 July ~~31, 2021,~~30, 2022, these marketable securities were principally invested in equity-based mutual funds, consistent with the allocation in our deferred compensation plan. As of July ~~31, 2021,~~30, 2022, the balance in our deferred compensation plan was ~~$17.5~~$10.8 million, of which ~~$6.1 million~~$42,000 was in Accrued and other liabilities based on scheduled payments due within the next 12 months and ~~$11.4 million~~the remaining balance was in Deferred ~~compensation.~~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 $2.5 million related to equity securities still held at July 30, 2022.

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.

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 and twenty-six weeks ended July 31, 2021, we recorded impairment charges of ~~$243,000~~$243,000 and ~~$967,000~~$967,000 associated with one store and three ~~stores, respectively. During the thirteen and twenty-six weeks ended August 1, 2020, we recorded impairment charges of $182,000 and $2.5 million associated with one store and eight~~ stores, respectively. These charges were included in selling, general and administrative expenses. ~~NaN~~No impairment charges were recorded during the thirteen and twenty-six weeks ended July 30, 2022, and no impairments of operating right-of-use assets have been recorded in any of these periods.

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 and for cash-settled stock appreciation rights. For the thirteen and twenty-six weeks ended July 30, 2022 and July 31, 2021, stock-based compensation expense ~~for~~was comprised of the Employee Stock Purchase Plan was $5,000 before the income tax benefit of $1,000 and $16,000 before the income tax benefit of $4,000, respectively. For the thirteen and twenty-six weeks ended August 1, 2020, stock-based compensation expense for the Employee Stock Purchase Plan was $7,000 before the income tax benefit of $2,000 and $18,000 before the income tax benefit of $6,000, respectively.following:

~~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

513,016

$
11.07

Granted

215,972

28.21

Vested

(210,296
)

14.85

Forfeited

(23,618
)

16.92

Restricted stock units and performance stock units at
July 31, 2021

495,074

$
16.66


	Thirteen			Thirteen			Twenty-six			Twenty-six
	Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
(In thousands)	July 30, 2022			July 31, 2021			July 30, 2022			July 31, 2021
Share-settled equity awards	$	1,530		$	1,381		$	2,885		$	2,521
Stock appreciation rights		(38	)		74			(161	)		149
Employee stock purchase plan		9			5			17			16
Total stock-based compensation expense	$	1,501		$	1,460		$	2,741		$	2,686
Income tax effect at statutory rates	$	(385	)	$	(377	)	$	(678	)	$	(680	)
Additional income tax benefit on vesting of share-settled awards	$	(26	)	$	(5	)	$	(521	)	$	(885	)

The total fair value at grant date of restricted stock units and performance stock units that vested during the twenty-six weeks ended July 31, 2021 and August 1, 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 twenty-six weeks ended July 31, 2021 and August 1, 2020 was $28.21 and $7.44, respectively.

~~The following table summarizes transactions for our restricted stock and other stock awards:~~

Number of
Shares

Weighted-
Average Grant
Date Fair Value

Restricted stock at January 30, 2021

0

$
0.00

Granted

8,162

32.65

Vested

(802
)

33.04

Forfeited or expired

0

0.00

Restricted stock at July 31, 2021

7,360

$
32.61

The weighted-average grant date fair value of restricted stock and other stock awards granted during the twenty-six weeks ended July 31, 2021 and August 1, 2020 was $32.65 and $12.46, respectively. The total fair value at grant date of restricted stock and other stock awards that vested during the twenty-six weeks ended July 31, 2021 and August 1, 2020 was $26,000 and $1.3 million, respectively.

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):

(In thousands)

Thirteen
Weeks Ended July 31, 2021

Thirteen
Weeks Ended August 1, 2020

Twenty-six
Weeks Ended July 31, 2021

Twenty-six
Weeks Ended August 1, 2020

Stock-based compensation expense before the
recognized income tax effect

$
1,381

$
740

$
2,521

$
1,870

Income tax effect at statutory rate

$
(357
)

$
(219
)

$
(638
)

$
(588
)
Additional income tax (benefit)/expense on vesting of awards

$
(5
)

$
33

$
(885
)

$
79

As of July ~~31, 2021~~30, 2022, approximately ~~$6.2~~$10.5 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 ~~1.2~~1.6 years.

~~Cash-Settled Stock Appreciation Rights~~Share-Settled Equity Awards

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. The remaining unexercised SARs from the first quarter fiscal 2020 grant were exercised in the second quarter of fiscal 2021. 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 $5.00 over the exercise price of $30.94 for awards granted in fiscal 2021.

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

88,400

$
7.61

Granted

93,800

30.94

Forfeited or expired

(2,800
)

30.94

Exercised

(88,400
)

7.61

Outstanding at July 31, 2021

91,000

$
30.94

2.7


	Number of Shares			Weighted- Average Grant Date Fair Value
Outstanding at January 29, 2022		457,038		$	16.54
Granted		345,164			30.32
Vested		(176,425	)		18.28
Forfeited		(25,103	)		18.07
Outstanding at July 30, 2022		600,674		$	23.88

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 the ~~vesting period, or immediately for vested awards. The weighted-average fair value of outstanding SAR awards as of~~twenty-six weeks ended July 30, 2022 and July 31, 2021 was ~~$2.76.~~

$3.2 million and $3.1 million, respectively. The weighted-average grant date fair value of restricted stock units and performance stock units granted during the twenty-six weeks ended July 31, 2021 was ~~estimated using a trinomial lattice model with the following assumptions:~~$28.21.

July 31, 2021

August 1, 2020

Risk free interest rate yield curve

0.05% - 0.69%

0.09% - 0.21%

Expected dividend yield

0.8%

1.5%

Expected volatility

63.14%

65.03%

Maximum life

2.7 Years

2.2 Years

Exercise multiple

1.05

1.29

Maximum payout

$
5.00

$
5.00

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

1110

~~that rate. Expected volatility was based on the historical volatility of our common stock. The exercise multiple and employee exit rate were calculated based on historical data.~~

The following table summarizes ~~information regarding stock-based compensation expense recognized~~transactions for ~~SARs:~~our restricted stock and other stock awards:

(In thousands)

Thirteen
Weeks Ended July 31, 2021

Thirteen
Weeks Ended August 1, 2020

Twenty-six
Weeks Ended July 31, 2021

Twenty-six
Weeks Ended August 1, 2020

Stock-based compensation expense before the
recognized income tax effect

$
74

$
91

$
149

$
4

Income tax effect at statutory rate

$
(19
)

$
(27
)

$
(38
)

$
(1
)


	Number of Shares		Weighted- Average Grant Date Fair Value
Outstanding at January 29, 2022		0	$	0.00
Granted		19,487		24.12
Vested		0		0.00
Forfeited		0		0.00
Outstanding at July 30, 2022		19,487	$	24.12

AsNo restricted stock and other stock awards vested during the twenty-six weeks ended July 30, 2022. The total fair value at grant date of restricted stock and other stock awards that vested during the twenty-six weeks ended July 31, 2021 ~~approximately $167,000 in unrecognized compensation expense remained related to non-vested SARs. This expense is expected to be recognized over a period~~was $26,000. The weighted-average grant date fair value of ~~approximately 0.7 years.~~restricted stock and other stock awards granted during the twenty-six weeks ended July 31, 2021 was $32.65.

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 and twenty-six weeks ended July 30, 2022 and July 31, 2021 ~~and August 1, 2020~~ were as follows:


(In thousands)	Thirteen Weeks Ended July 31, 2021				Thirteen Weeks Ended August 1, 2020				Thirteen Weeks Ended July 30, 2022				Thirteen Weeks Ended July 31, 2021
Non-Athletics:
Women’s	$	83,141	25	%	$	65,167	22	%	$	94,013	30	%	$	83,141	25	%
Men’s		51,678	16			42,319	14			55,102	18			51,678	16
Children’s		22,553	7			16,544	6			22,822	7			22,553	7
Total		157,372	48			124,030	42			171,937	55			157,372	48

Athletics:
Women’s		49,648	15			55,961	19			40,511	13			49,648	15
Men’s		66,902	20			72,941	24			50,776	17			66,902	20
Children’s		39,925	12			31,417	10			30,977	10			39,925	12
Total		156,475	47			160,319	53			122,264	40			156,475	47

Accessories and Other		18,383	5			16,445	5
Accessories										16,664	5			16,266	5

Other										1,403	0			2,117	0

Total	$	332,230	100	%	$	300,794	100	%	$	312,268	100	%	$	332,230	100	%

(In thousands)

Twenty-six Weeks
Ended July 31, 2021

Twenty-six Weeks
Ended August 1, 2020

Non-Athletics:

Women’s

$
158,672

24
%

$
94,088

21
%
Men’s

95,960

15

61,034

14

Children’s

45,846

7

23,553

5

Total

300,478

46

178,675

40

Athletics:

Women’s

108,243

16

88,873

20

Men’s

132,626

20

104,401

23

Children’s

82,503

12

52,081

12

Total

323,372

48

245,355

55

Accessories and Other

36,837

6

24,259

5

Total

$
660,687

100
%

$
448,289

100
%

1211


(In thousands)	Twenty-six Weeks Ended July 30, 2022				Twenty-six Weeks Ended July 31, 2021
Non-Athletics:
Women’s	$	182,569	29	%	$	158,672	24	%
Men’s		104,254	17			95,960	15
Children’s		44,231	7			45,846	7
Total		331,054	53			300,478	46

Athletics:
Women’s		91,545	14			108,243	16
Men’s		103,802	16			132,626	20
Children’s		67,705	11			82,503	12
Total		263,052	41			323,372	48

Accessories		32,414	5			32,894	5

Other		3,275	1			3,943	1

Total	$	629,795	100	%	$	660,687	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 July 30, 2022, January 29, 2022 or July 31, ~~2021, January 30, 2021 or August 1, 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~~Accrued and other liabilities as of July ~~31, 2021~~30, 2022 and January ~~30, 2021.~~ 29, 2022. Approximately ~~$718,000~~$740,000 of refund liabilities and ~~$500,000~~$495,000 of right of return assets associated with estimated product returns were recorded in ~~accrued~~Accrued and other liabilities at ~~August 1, 2020.~~July 31, 2021.

Contract Liabilities

The issuance of a gift card is recorded as an increase to contract liabilities and a decrease to contract liabilities when a customer redeems a gift card. Estimated breakage is determined based on historical breakage percentages and recognized as revenue based on expected gift card usage. We do not record breakage revenue when escheat liability to relevant jurisdictions exists. At July 30, 2022, January 29, 2022 and July 31, 2021, ~~January 30, 2021 and August 1, 2020,~~ approximately ~~$1.5~~$2.0 million, ~~$1.7~~$2.3 million and ~~$1.3~~$1.5 million of contract liabilities associated with unredeemed gift cards were recorded in Accrued and other liabilities, respectively. We expect the revenue associated with these liabilities to be recognized in proportion to the pattern of customer redemptions within two years. Breakage revenue associated with our gift cards of ~~$38,000~~$49,000 and ~~$80,000~~$108,000 was recognized in ~~net~~Net sales during the thirteen and twenty-six weeks ended July 30, 2022, respectively. Breakage revenue associated with our gift cards of $38,000 and $80,000 was recognized in Net sales during the thirteen and twenty-six weeks ended July 31, 2021, respectively. ~~Breakage revenue associated with our gift cards of $23,000 and $42,000 was recognized in net sales during the thirteen and twenty-six weeks ended August 1, 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 the thirteen and twenty-six weeks ended July ~~31, 2021,~~30, 2022, approximately ~~$1.6~~$1.3 million and ~~$2.9~~$2.6 million, respectively, of loyalty rewards were recognized in ~~net~~Net sales. During the thirteen and twenty-six weeks ended ~~August 1, 2020,~~July 31, 2021, approximately ~~$922,000~~$1.6 million and ~~$1.9~~$2.9 million, respectively, of loyalty rewards were recognized in ~~net~~Net sales. At July 30, 2022, January 29, 2022 and July 31, 2021, ~~January 30, 2021~~approximately $889,000, $852,000 and ~~August 1, 2020, approximately $1.1~~$1.1 million ~~$755,000 and $827,000~~ of contract liabilities associated with loyalty rewards were recorded in Accrued and other liabilities, respectively. We expect the revenue associated with these liabilities to be recognized in proportion to the pattern of customer redemptions in less than one year.

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 July ~~31, 2021.~~ 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 and twenty-six weeks ended July 30, 2022 and July 31, ~~2021 and August 1, 2020:~~2021:


									Thirteen Weeks		Thirteen Weeks		Twenty-six		Twenty-six
									Weeks Ended		Weeks Ended		Weeks Ended		Weeks Ended
(In thousands)	Thirteen Weeks Ended July 31, 2021		Thirteen Weeks Ended August 1, 2020		Twenty-six Weeks Ended July 31, 2021		Twenty-six Weeks Ended August 1, 2020		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021
Operating lease cost	$	13,489	$	13,389	$	26,752	$	26,614	$	14,943	$	13,489	$	29,642	$	26,752
Variable lease cost		993		787		1,641		974
CAM, property taxes and insurance		4,861		5,147		9,629		10,136		4,667		4,861		9,429		9,629
Percentage rent and other variable lease costs										301		993		494		1,641
Total	$	19,343	$	19,323	$	38,022	$	37,724	$	19,911	$	19,343	$	39,565	$	38,022

1413

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 our operations, including our stores, supply chain and distribution 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, synergies, 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; 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 of national and international security concerns on the retail environment;~~ the effectiveness of our inventory management, including our ability to manage key merchandise vendor relationships and 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 impact of natural disasters, other public health crises, political crises, civil unrest, and other catastrophic events on our 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 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 detailed discussion of risk factors impacting us, see the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2021, and “Risk Factors” in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended May 1, 2021 and in Part II, Item 1A of this Quarterly Report on Form 10-Q.~~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 our results for the second quarter 2022 and the second quarter 2021 and year-over-year comparisons between the second quarter 2022 and the second quarter 2021, as well as year-to-date results between the two periods. 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 second quarter 2022 and the second quarter 2019 and respective year-to-date periods to provide further context regarding our second quarter and year-to-date 2022 results of operations.

Referred to herein, the second quarter 2022 is the thirteen weeks ended July 30, 2022; the second quarter 2021 is the thirteen weeks ended July 31, 2021; and the second quarter 2019 is the thirteen weeks ended August 3, 2019. Also referred to herein, year-to-date 2022 is the twenty-six weeks ended July 30, 2022; year-to-date 2021 is the twenty-six weeks ended July 31, 2021; and year-to-date 2019 is the twenty-six weeks ended August 3, 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. 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 at least 100~~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 ~~same assortment~~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 ~~merchandise in all categories~~a loyal, repeat customer base; the creation of ~~footwear with expanded options in certain instances.~~word-of-mouth advertising; and enhanced sell-through of 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	)%
July 30, 2022		395		0		0		395		0			4,450,000		(13.8	)%

Year-to-date		393		2		0		395		31,000			4,450,000		(12.2	)%

May 1, 2021		383		0		6		377		(46,000	)		4,100,000		125.8	%
July 31, 2021		377		1		0		378		12,000			4,112,000		11.4	%

Year-to-date		383		1		6		378		(34,000	)		4,112,000		48.8	%

(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, distribution processes, 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. We did not have any stores closed as of July 31, 2021 or for extended periods during the first six months of fiscal 2021 due to the pandemic.~~

~~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
%
July 31, 2021

377

1

0

378

12,000

4,112,000

11.4
%

Year-to-date

383

1

6

378

(34,000
)

4,112,000

48.8
%

May 2, 2020

392

0

2

390

(22,000
)

4,198,000

(42.3
)%
August 1, 2020

390

2

10

382

(66,000
)

4,132,000

12.6
%

Year-to-date

392

2

12

382

(88,000
)

4,132,000

(14.0
)%
physical stores.

~~(1)~~15

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~~Net sales for the periods indicated:


													Thirteen			Thirteen			Twenty-six			Twenty-six
													Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
	Thirteen Weeks Ended July 31, 2021			Thirteen Weeks Ended August 1, 2020			Twenty-six Weeks Ended July 31, 2021			Twenty-six Weeks Ended August 1, 2020			July 30, 2022			July 31, 2021			July 30, 2022			July 31, 2021
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales (including buying, distribution and occupancy costs)		59.1			72.5			59.7			74.6			63.8			59.1			64.1			59.7
Gross profit		40.9			27.5			40.3			25.4			36.2			40.9			35.9			40.3
Selling, general and administrative expenses		22.9			22.7			22.5			27.4			23.8			22.9			24.1			22.5
Operating income/(loss)		18.0			4.8			17.8			(2.0	)
Interest income		0.0			0.0			0.0			0.0
Income tax expense/(benefit)		4.7			1.5			4.6			(0.6	)
Net income/(loss)		13.3	%		3.3	%		13.2	%		(1.4	)%
Operating income														12.4			18.0			11.8			17.8
Interest expense (income), net														0.0			0.0			0.0			0.0
Income tax expense														3.1			4.7			2.9			4.6
Net income														9.3	%		13.3	%		8.9	%		13.2	%

Given the significant impact of the COVID-19 pandemic on our fiscal 2020 second quarter and year-to-date results, we have included certain comparisons in this MD&A between fiscal 2021 and fiscal 2019 to provide further context regarding our fiscal 2021 results of operations.

The shares outstanding and net income per share information throughout this MD&A has been adjusted retroactively for all periods presented as a result of a 2-for-1 stock split that was paid as a dividend on July 19, 2021 to shareholders of record on July 6, 2021. See Note 1 — “Basis of Presentation” in the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information on the stock split.

Executive Summary for the Second ~~Fiscal~~ Quarter Ended July ~~31, 2021~~30, 2022

~~The second quarter of fiscal 2021 was another record-breaking quarter. Results for~~For the second quarter ~~of fiscal 2021 were the highest in terms of quarterly net sales, gross profit, operating income and~~2022, diluted net income per share was $1.04, the second highest second quarter in our history ~~surpassing previous records set~~and only surpassed by the second quarter 2021. The $1.04 per diluted share earned was more than double the amount earned pre-pandemic in the ~~first~~second quarter ~~of fiscal 2021. Through~~2019, and the ~~first six months of fiscal 2021, our diluted net income per share of $3.05 exceeded the diluted net income~~$1.99 per share earned ~~during the fiscal~~year-to-date 2022 is greater than any full year earnings in our 44 years of ~~2020 and 2019 combined.~~operation except for last year.

~~Comparable store~~Net sales in the second quarter ~~of fiscal 2021~~2022 were $312.3 million and were also the highest second quarter Net sales in our history except for last year. In a challenging economic environment, our second quarter 2022 Net sales increased ~~11.4%~~16.4% and comparable store sales increased 8.0% compared to the pre-pandemic second quarter 2019. Our physical store comparable store sales increased 4.2% and e-commerce Net sales increased 75.3% compared to second quarter 2019.

Our second quarter 2022 results were positively impacted by sustained higher gross profit margin compared to pre-pandemic results, new growth provided from the Shoe Station acquisition and growth in our customer base. Gross profit margin during the second quarter 2022 was 36.2%, a 560 basis point increase compared to the second quarter 2019, due primarily to enhancements to our customer relationship management capabilities and promotional strategies which increased average selling prices. This was the primary driver for the comparable store sales increase and was partially offset by increased transportation and fuel costs. Shoe Station bannered stores contributed Net sales of ~~fiscal 2020~~$27.2 million in the quarter and ~~increased 25.5%~~$53.4 million year-to-date. During the quarter we continued growing our Shoe Perks loyalty program members. The 29.7 million Shoe Perks members as of July 30, 2022 represented an increase in new customers of 6.9% compared to the second quarter ~~of fiscal 2019. In the second quarter of fiscal 2020, we were still reopening a portion of our physical stores throughout May that were closed due to the pandemic. As our physical stores~~2021 and the U.S. economy reopened, we experienced a significant increase in sales; however, sales in July 2020 were negatively impacted by delays in back-to-school shopping. Our sales in fiscal 2020 were also more significantly weighted towards our e-commerce platform due to the pandemic. Fiscal 2019 is considered a more normal year as it was not impacted by COVID-19.

We believe our inventory selection, more focused promotional strategy, a stronger economy (inclusive of the impacts of government stimulus) and the return of a more normal back-to-school shopping season positively impacted our fiscal 2021 second quarter results. During the second quarter of fiscal 2021, physical store traffic increased 23.1%28.0% compared to the second quarter 2019.

Compared to the second quarter 2021, Net sales were down 6.0% and comparable store sales declined 13.8% due to lower traffic and sales volume. This decrease was due primarily to fluctuations in our customer base's discretionary income as impacted by government stimulus in 2021 and inflation in 2022 and continued COVID-19-related manufacturing and supply chain disruptions decreasing the availability of ~~fiscal 2020~~athletic inventory in 2022. Lower athletic inventory levels contributed to the decrease in comparable store athletic sales in the quarter. Comparable store athletic sales were down 25.6% compared to 2021 and ~~neared the pre-pandemic levels~~down 12.9% compared to 2019. On a comparable store basis, non-athletic sales decreased 1.9% compared to 2021 and increased 30.8% compared to 2019. Net sales attributed to athletic sales were 40% in the second quarter ~~of fiscal 2019. Sales generated from our physical stores increased 25.8% for~~2022, compared to 47% in the second quarter ~~of fiscal~~ 2021 and 50% in the second quarter 2019.

We also incurred higher transportation and fuel costs in the second quarter 2022 compared to the second quarter ~~of fiscal 2020~~2021 and ~~19.0%~~the second quarter 2019. The higher transportation and fuel costs reduced our gross profit margin by 270 basis points compared to the second quarter ~~of fiscal 2019. Sales generated from our e-commerce platform decreased 44.4%~~2021 and by 300 basis points compared to the second quarter ~~of fiscal 2020 but increased 140% compared to~~2019.

We ended the second quarter 2022 with Inventory of ~~fiscal 2019. E-commerce sales were approximately 10%~~$385.5 million, an increase of ~~merchandise sales in~~$48.6 million over the second quarter 2019. Approximately 59% of the increase is inventory for the Shoe Station stores acquired last year or opened this year. The 14.4% increase in Inventory is supportive of the 20.6% increase in Net sales year-to-date 2022 compared to year-to-date 2019 and the expectation of increases in Net sales compared to 2019 for the remainder of the fiscal ~~2021, down from 20% in~~year.

We had no borrowings outstanding under our credit facility, which was amended and restated during the first quarter 2022, and we ended the second quarter 2022 with $62.6 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 ~~2020, but up from 5%~~2024.

Two new stores were opened in year-to-date 2022 and no stores were closed. Store count is on track to reach 400 stores by the ~~second quarter~~end of fiscal ~~2019.~~2022. No store closures during fiscal 2022 are anticipated.

All of our non-athletic product categories had comparable store sale increases ranging from double digits to low triple-digits compared to the second quarter of fiscal 2020. As expected, decreases in the men’s and women’s athletic categories occurred. Athletic categories were elevated in the second quarter of fiscal 2020 consistent with more active life-style choices responsive to the COVID-19 pandemic. Compared to the second quarter of fiscal 2019, all product categories, including athletics and children’s non-athletics, showed double digit comparable store sale increases. This increase was driven by higher average per unit prices across all categories, and overall, more units sold.

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

•

~~Net sales for the second quarter of fiscal 2021 set another all-time quarterly record of $332.2 million, eclipsing the previous all-time record set last quarter (first quarter of fiscal 2021).~~

•

Net income for the second quarter of fiscal 2021 was $44.2 million, or $1.54 per diluted share, compared to net income of $10.1 million, or $0.35 per diluted share in the second quarter of fiscal 2020. Earnings in the second quarter of fiscal 2021 exceeded any previous quarterly or full-year record, including exceeding results recognized in the first quarter of fiscal 2021, which were a record at that point in time.

•

We achieved record quarterly gross profit of $135.8 million during the second quarter of fiscal 2021. Gross profit margin as a percent of sales increased 13.4 percentage points compared to the second quarter of fiscal 2020 to a record 40.9% and increased 10.3 percentage points compared to the second quarter of fiscal 2019, driven by a strong merchandise selection and more focused promotional activity.

•

~~We had no borrowings during the second quarter of fiscal 2021 and ended the quarter with $163.9 million of cash, cash equivalents and marketable securities.~~

•

In the second quarter of fiscal 2021, we continued to increase membership in our Shoe Perks customer loyalty program, which grew over 10% compared to the prior year second quarter. This brought total membership in the program to over 27.7 million customers as of July 31, 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.

•

We are continuing to modernize our stores and expect to have 100 stores modernized by the spring of fiscal 2022, within our plan to modernize two-thirds of our store portfolio over the next three to five years.

Results of Operations for the Second Quarter Ended July 30, 2022 Compared to the Second Quarter Ended July 31, 2021~~2021~~

Net Sales

Net sales were ~~a record $332.2~~$312.3 million during the second quarter ~~of fiscal 2021~~2022 and ~~increased 10.5%~~decreased 6.0% compared to the second quarter 2021. The decrease in Net sales was primarily the result of ~~fiscal 2020. Comparable stores~~a 13.8% comparable store sales ~~increased 11.4% compared~~decline due largely to fluctuations in the discretionary income of our customer base and reduced availability of athletic shoes in the second quarter ~~of fiscal 2020. Compared~~2022, partially offset by Net sales attributable to new stores, mostly the ~~second quarter of fiscal 2020, physical store sales increased 25.8%, and e-commerce sales decreased 44.4%.~~Shoe Station stores. E-commerce sales ~~represented~~were approximately ~~10%~~9% of merchandise sales in the second quarter ~~of fiscal 2021.~~

~~Net sales were positively impacted by continued demand for our merchandise, a more normal beginning~~2022, compared to the back-to-school shopping season, and a stronger economy (including impacts from consumer-based government stimulus). Additionally, a portion of our stores were closed during May 2020 due to the pandemic. Net sales10% in the second quarter of fiscal 2021 were favorably impacted by increased conversion and average transaction price compared to the second quarter fiscal 2020, with traffic nearing the pre-pandemic levels in the second quarter of fiscal 2019. The increase in average transaction price was primarily driven by our more focused promotional activity.2021.

Gross Profit

Gross profit was ~~a record $135.8~~$113.1 million during the second quarter 2022, a decrease of ~~fiscal 2021, an increase of $53.1~~$22.6 million compared to the second quarter ~~of fiscal 2020.~~2021. Gross profit margin in the second quarter ~~of fiscal 2021 increased~~2022 was 36.2% compared to 40.9% ~~compared to 27.5%~~ in the second quarter ~~of fiscal 2020 and 30.6% in the second quarter of fiscal 2019.~~2021. Merchandise margin ~~increased 13.3~~decreased 2.8 percentage points and buying, distribution and occupancy costs increased 1.8 percentage points as a percentage of Net sales compared to the second quarter 2021. These changes were primarily the result of ~~fiscal 2020~~the impact of inflation on transportation and ~~9.6 percentage points compared to~~fuel costs, other merchandise cost increases and the ~~second quarter~~de-leveraging of fiscal 2019. Our more focused promotional strategy drove a higher merchandise margin compared to both fiscal 2020 and 2019. A more standard product mix sold during the second quarter of fiscal 2021 further increased merchandise margin compared to fiscal 2020. With respect to product mix, the second quarter of fiscal 2020 had a heavier mix of adult athletic sales, which typically sell at lower margins compared to other ~~footwear categories.~~

~~As a percentage of sales, our~~ buying, distribution and occupancy costs ~~were slightly down compared~~due to lower Net sales in the second quarter ~~of fiscal 2020 as higher freight and distribution labor costs mostly offset the leveraging effect of higher sales.~~2022.

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

SG&A ~~increased $7.8~~decreased $1.7 million in the second quarter ~~of fiscal 2021~~2022 to ~~$76.0~~$74.3 million compared to ~~$68.2~~$76.0 million in the second quarter 2021. The decrease was primarily attributable to reduced incentive compensation expense as a result of ~~fiscal 2020.~~ maximum performance achieved last year, partially offset by increased depreciation expense resulting from investment in property and equipment related to our store portfolio modernization plan. As a percentage of ~~net~~Net sales, SG&A was ~~relatively consistent at~~23.8% in the second quarter 2022 compared to 22.9% in the second quarter ~~of fiscal 2021 compared to 22.7% in the second quarter of fiscal 2020 and lower than the 24.8% recorded in the second quarter of fiscal 2019.~~ 2021.The increase in SG&A in the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020 correlates with our continued record performance, with increases in store level wages and store level incentive compensation ~~comprising a majority of the increase~~.

Income Taxes

The effective income tax rate for the second quarter ~~of fiscal 2021~~2022 was ~~25.8%~~25.6% compared to ~~29.6%~~25.8% for the ~~same period in fiscal 2020.~~second 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 tax rate in the prior year was primarily due to a reversal of a net operating loss carryback recorded in the first quarter of fiscal 2020 due to improved financial performance.~~ For the full ~~2021~~2022 fiscal year, we expect our tax rate to be ~~comparable~~between 25% and 26% compared to the ~~25.8%~~25.3% effective tax rate recognized during the full ~~2020~~2021 fiscal year.

Results of Operations ~~for the Six-Month Period Ended~~Year-to-Date Through July 30, 2022 Compared to Year-to-Date Through July 31, 2021

Net Sales

Net sales were ~~$660.7~~$629.8 million in year-to-date 2022, a decrease of 4.7% compared to year-to-date 2021. The decrease in ~~fiscal 2021, a 47.4% increase over the prior year’s year-to-date net sales of $448.3 million. The overall increase in net~~Net sales was primarily the result of a 12.2% comparable store sales decline due largely to fluctuations in the ~~temporary closure~~discretionary income of our ~~physical~~customer base and reduced availability of athletic shoes in year-to-date 2022, partially offset by Net sales attributable to new stores, ~~for~~mostly the Shoe Station stores. E-commerce sales were approximately ~~50%~~10% of ~~the first quarter of fiscal 2020 as a result of the COVID-19 pandemic, with some stores closed through May 2020. Comparable stores~~merchandise sales ~~increased 48.8%~~in year-to-date 2022, compared to ~~the first six months of fiscal 2020 and increased 28.1% compared to the first six months of fiscal 2019.~~11% in year-to-date 2021.

Gross Profit

Gross profit was ~~$265.9~~$226.0 million ~~during the first six months~~in year-to-date 2022, a decrease of ~~fiscal 2021, an increase of $151.8~~$39.9 million compared to ~~the first six months of fiscal 2020.~~year-to-date 2021. Gross profit margin in ~~the first six months of fiscal 2021 increased~~year-to-date 2022 was 35.9% compared to 40.3% ~~compared to 25.4%~~ in ~~fiscal 2020 and 30.1% in fiscal 2019.~~year-to-date 2021. Merchandise margin ~~increased 11.9~~decreased 2.0 percentage points ~~compared to fiscal 2020~~ and 8.8 percentage points compared to fiscal 2019. Our more focused promotional strategies throughout fiscal 2021 drove a higher merchandise margin compared to both fiscal 2020 and 2019. A more standard product mix sold principally during the second quarter of fiscal 2021 further increased our merchandise margin compared to fiscal 2020.

~~As a percentage of sales, our~~ buying, distribution and occupancy costs ~~decreased 2.9~~increased 2.4 percentage points as a percentage of Net sales compared to ~~fiscal 2020~~year-to-date 2021. These changes were primarily the result of the impact of inflation on transportation and ~~1.4 percentage points compared to fiscal 2019 primarily~~fuel costs, other merchandise cost increases and the de-leveraging of other buying, distribution and occupancy costs due to ~~the leveraging effect of increased sales.~~ lower Net sales in year-to-date 2022.

Selling, General and Administrative Expenses

SG&A increased ~~$25.7~~$3.2 million in year-to-date 2022 to $151.8 million compared to $148.6 million in ~~the first six months~~year-to-date 2021. The overall increase in SG&A during year-to-date 2022 was primarily attributable to continued investment in store level wages and advertising and increased depreciation resulting from investment in property and equipment related to our store portfolio modernization plan. The increases were partially offset by lower levels of ~~fiscal 2021 compared to $122.9 million in fiscal 2020.~~ incentive compensation. As a percentage of ~~net~~Net sales, SG&A was ~~leveraged~~24.1% in year-to-date 2022 compared to 22.5% in ~~the first six months of fiscal 2021 compared to 27.4% in fiscal 2020 and 24.1% in fiscal 2019.~~ year-to-date 2021.

Compared to the first six months of fiscal 2020, 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, higher stock-based compensation, and the CARES Act payroll retention tax credits recognized in fiscal 2020. Store level wages, incentives paid to store level employees, and annual performance-based compensation comprised the majority of the increase. Our performance year-to-date has exceeded annual fiscal 2021 performance targets; therefore, virtually all annual performance-based compensation expected for the full year has been recognized.

Income Taxes

The effective income tax rate for year-to-date 2022 was 24.8% compared to 25.3% for ~~fiscal 2021 was 25.3%. In fiscal 2020, income taxes were a benefit as a result of a~~ year-to-date ~~pre-tax loss and the timing of favorable discrete tax adjustments.~~2021.

Liquidity and Capital Resources

Our primary sources of liquidity are ~~$163.9~~$62.6 million of cash, cash equivalents and marketable securities on hand at the end of the second ~~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 $8.9 million in year-to-date 2022 compared to $79.8 million ~~in the first six months of fiscal 2021 compared to $26.2 million~~ during ~~the first six months of fiscal 2020.~~year-to-date 2021. The ~~increase~~change in operating cash flow was primarily driven by ~~higher cash receipts on~~ increased ~~sales, partially offset by~~earnings in year-to-date 2021 and timing of inventory ~~purchases and payments for operating expenses and income taxes.~~purchases.

Working capital ~~increased~~decreased on a year-over-year basis ~~totaling~~and totaled $287.7 million at July 30, 2022 compared to $298.7 million at July 31, ~~2021 and $200.1 million at August 1, 2020.~~2021. The ~~increase~~decrease was primarily attributable to ~~increased~~lower cash balances due to the acquisition of Shoe Station in December 2021 and ~~marketable securities positions.~~share repurchases, partially offset by higher merchandise inventory levels. Our current ratio was 2.5 as of July 30, 2022 and July 31, ~~2021 compared to 2.0 as of August 1, 2020.~~ 2021.

Cash Flow – Investing Activities

Our cash outflows for investing activities are normally for capital expenditures. During ~~the first six months of fiscal~~year-to-date 2022 and 2021, we expended $50.2 million and $12.1 million, respectively, for the purchase of property and equipment, primarily related to our store portfolio modernization plan. ~~During the first six months of fiscal 2020, we expended $7.2 million for the purchase of property and equipment, primarily related to investments in technology and normal asset replacement activities.~~

~~During the second quarter of fiscal 2021, we also invested approximately $17.5 million~~

We invest in publicly traded mutual funds designed to mitigate income statement volatility associated with our nonqualified deferred compensation plan. AsThe balance of these marketable securities was $11.0 million at July ~~31, 2021, the balance~~30, 2022. Additional information can be found in Note 4 — “Fair Value Measurements” to our ~~deferred compensation plan was $17.5 million,~~Notes to Condensed Consolidated Financial Statements contained in PART I, ITEM 1 of ~~which $6.1 million was classified as a current liability in Accrued and other liabilities.~~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 six months of fiscal 2021,~~year-to-date 2022, net cash used in financing activities was ~~$10.3~~$27.6 million compared to ~~$4.2~~$10.3 million during ~~the first six months of fiscal 2020.~~year-to-date 2021. The increase in net cash used in financing activities was primarily due to the repurchase of $20.5 million of shares in year-to-date 2022, compared to the repurchase of $4.0 million of shares in ~~the second quarter of fiscal~~year-to-date 2021, associated with our Board of Directors’ authorized share repurchase program. In fiscal 2021 we also increased our dividend payments and more shares were withheld upon the vesting of equity awards. During the first six months of fiscal 2021, we did not borrow or repay funds under our credit facility. Letters of credit outstanding were $700,000 at July 31, 2021, and our borrowing capacity was $99.3 million.program .

~~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 July 31, 2021.~~

Capital Expenditures

Capital expenditures for fiscal ~~2021,~~2022, including actual expenditures ~~for the first six months of fiscal 2021,~~in year-to-date 2022, are expected to be between ~~$30~~$63 million and ~~$35~~$73 million, with approximately ~~$24~~$53 million to ~~$26~~$58 million to be used for a new ~~store,~~stores, relocations and remodels and approximately $2 $10

million to $4$15 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.~~year-to-date 2022. Increasing market penetration by ~~opening~~adding new stores ~~has historically been~~is a key component of our ~~long-term~~ growth ~~strategy,~~strategy. We are on track to achieve 400 stores by the end of fiscal 2022 and ~~we continue~~aim to ~~focus on generating positive long-term financial performance from~~add over 20 new stores in fiscal 2023 and over 25 new stores annually by fiscal 2024, across both banners. These store objectives will be accomplished through a combination of both organic and acquired store growth. 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 opened one new store~~

~~within~~will be available with the addition of the Shoe Station retail concept to our ~~existing geographic footprint and do not anticipate opening any more stores this fiscal year. We anticipate~~portfolio. However, our future 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 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 first six months of fiscal 2021 and expect to close three additional stores by the end of the current fiscal year.

~~Our future store strategies~~ 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 July 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 to 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 year-to-date 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 July 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 June ~~10, 2021,~~23, 2022, the Board of Directors approved the payment of ~~our~~a second quarter 2022 cash dividend to our shareholders. The quarterly cash dividend of ~~$0.070~~$0.090 per share was paid on July ~~19, 2021~~25, 2022 to shareholders of record as of the close of business on July ~~6, 2021.~~ 11, 2022. In ~~fiscal 2020,~~ the second quarter 2021, the dividend paid was ~~$0.045~~$0.070 per share. During the first half of ~~fiscal~~2022 and 2021, ~~and 2020,~~ we returned ~~$4.0~~$5.1 million and ~~$2.6~~$4.0 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, share 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, share repurchases have been limited in fiscal 2021 and no repurchases were made in fiscal 2020. Shares totaling 117,068 shares were repurchased during the second quarter of fiscal 2021 at a cost of $4.0 million. We will continue to evaluate the repurchase of shares under the 2021 Share Repurchase Program given the uncertainty.

~~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 and its covenants.~~facility.

~~Seasonality~~

No shares were repurchased during the second quarter of 2022 under the 2022 Share Repurchase Program. During year-to-date 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 July 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. In year-to-date 2021, we repurchased 117,068 shares of common stock at a total cost of $4.0 million.

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~~Net sales and gross profit and negatively affect our profitability.

Whether Christmas shopping will be impacted by COVID-19 remains uncertain given the recent increase in cases, increased discussion of social distancing and mask mandates, and continued supply chain disruptions. The Christmas shopping season impacts our fourth 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.

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 six months of fiscal 2021.~~second quarter 2022.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of July ~~31, 2021,~~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 SEC, we elected to exclude Shoe Station during the year ended January 29, 2022 from management's assessment of the 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 July ~~31, 2021~~30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2220

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 and our Quarterly Report on Form 10-Q for the quarter ended May 1, 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 six months 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)
May 1, 2022 to May 28, 2022		0	$	0		0	$	29,485,035
May 29, 2022 to July 2, 2022		1,580	$	24.07		0	$	29,485,035
July 3, 2022 to July 30, 2022		0	$	0		0	$	29,485,035
		1,580				0

Period

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number
Of Shares
Purchased
as Part
of Publicly
Announced
Programs ⁽¹⁾

Approximate
Dollar Value
of Shares
that May Yet
Be Purchased
Under
Programs ⁽¹⁾

May 2, 2021 to May 29, 2021

0

$
0

0

$
50,000,000

May 30, 2021 to July 3, 2021

0

$
0

0

$
50,000,000

July 4, 2021 to July 31, 2021

117,068

$
33.92

117,068

$
46,029,000

117,068

117,068

(1)

1,580 shares were withheld by us in connection with employee payroll tax withholding upon the vesting of stock-based compensation awards that were settled in shares.

(2)

On December 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)~~

On December 15, 2020, our Board of Directors authorized the 2021 Share Repurchase Program for up to $50.0 million of our outstanding common stock, effective January 1, 2021 and expiring on December 31, 2021.

ITEM 6. EXHIBITS

EXHIBIT INDEX


		Incorporated by Reference To
Exhibit No.	Description	Form	Exhibit	Filing Date	Filed Herewith
3-A	Amended and Restated Articles of Incorporation of Registrant	8-K	3-A	06/27/2022
3-B	By-laws of Registrant, as amended to date	8-K	3-B	06/27/2022
10.1	Form of Restricted Stock Award Agreement under the Registrant's 2017 Equity Incentive Plan (Employee Directors)				X
10.2	Employment Agreement dated July 7, 2022 between the Company and Patrick C. Edwards	8-K	10.1	07/11/2022
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
101	The following materials from Shoe Carnival, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 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.				X
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)				X

~~Incorporated by Reference To~~

~~Exhibit~~

~~No.~~

~~Description~~

~~Form~~

~~Exhibit~~

~~Filing Date~~

~~Filed~~

~~Herewith~~

~~3-A~~

~~Amended and Restated Articles of Incorporation of Registrant~~

~~8-K~~

~~3-A~~

~~06/14/2013~~

~~3-B~~

~~By-laws of Registrant, as amended to date~~

~~8-K~~

~~3-B~~

~~06/14/2013~~

~~31.1~~

~~Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~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 July 31, 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.

~~104~~

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

2422

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: ~~September 3, 2021~~August 31, 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)

2523


☒		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended July ~~31, 2021~~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.
(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	1514

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2220

	Item 4.	Controls and Procedures	2220

Part II	Other Information

	Item 1A.	Risk Factors	2321

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2321

	Item 6.	Exhibits	2422

	Signature		2523


(In thousands, except share data)	July 31, 2021			January 30, 2021			August 1, 2020			July 30, 2022			January 29, 2022			July 31, 2021
Assets
Current Assets:
Cash and cash equivalents	$	146,506		$	106,532		$	76,885		$	51,620		$	117,443		$	146,506
Marketable securities		17,431			0			0			10,994			14,961			17,431
Accounts receivable		7,871			7,096			6,844			10,677			14,159			7,871
Merchandise inventories		308,141			233,266			298,856			385,510			285,205			308,141
Other		13,131			8,411			13,419			18,131			10,264			13,131
Total Current Assets		493,080			355,305			396,004			476,932			442,032			493,080
Property and equipment – net		65,871			62,325			65,043			124,789			88,533			65,871
Operating lease right-of-use assets											254,537			220,952			208,472
Intangible assets											32,600			32,600			0
Goodwill											10,786			11,384			0
Deferred income taxes		4,135			5,635			7,289			0			2,699			4,135
Other noncurrent assets		12,498			13,843			10,589			14,871			14,064			12,498
Operating lease right-of-use assets		208,472			205,639			210,593
Total Assets	$	784,056		$	642,747		$	689,518		$	914,515		$	812,264		$	784,056

Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	96,494		$	57,717		$	129,641		$	113,826		$	69,092		$	96,494
Accrued and other liabilities		50,126			24,390			20,863			22,893			33,053			50,126
Current portion of operating lease liabilities		47,769			48,794			45,376			52,523			51,563			47,769
Total Current Liabilities		194,389			130,901			195,880			189,242			153,708			194,389
Long-term portion of operating lease liabilities		185,555			182,622			189,411			226,115			194,788			185,555
Deferred income taxes											4,436			0			0
Deferred compensation		11,440			16,008			14,249			10,779			10,901			11,440
Other		2,760			3,040			991			311			334			2,760
Total Liabilities		394,144			332,571			400,531			430,883			359,731			394,144

Shareholders’ Equity:
Common stock, $0.01 par value, 50,000,000 shares authorized and 41,049,190 shares issued in each period, respectively		410			410			410
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		78,330			78,737			77,183			80,760			80,681			78,330
Retained earnings		490,069			406,655			387,119			604,192			553,487			490,069
Treasury stock, at cost, 12,810,740 shares, 12,839,472 shares and 12,846,874 shares, respectively		(178,897	)		(175,626	)		(175,725	)
Treasury stock, at cost, 13,435,296 shares, 12,882,789 shares and 12,810,740 shares, respectively											(201,730	)		(182,045	)		(178,897	)
Total Shareholders’ Equity		389,912			310,176			288,987			483,632			452,533			389,912
Total Liabilities and Shareholders’ Equity	$	784,056		$	642,747		$	689,518		$	914,515		$	812,264		$	784,056


(In thousands, except per share data)	Thirteen Weeks Ended July 31, 2021			Thirteen Weeks Ended August 1, 2020			Twenty-six Weeks Ended July 31, 2021			Twenty-six Weeks Ended August 1, 2020			Thirteen Weeks Ended July 30, 2022			Thirteen Weeks Ended July 31, 2021			Twenty-six Weeks Ended July 30, 2022			Twenty-six Weeks Ended July 31, 2021
Net sales	$	332,230		$	300,794		$	660,687		$	448,289		$	312,268		$	332,230		$	629,795		$	660,687
Cost of sales (including buying, distribution and occupancy costs)		196,478			218,189			394,777			334,220			199,138			196,478			403,802			394,777
Gross profit		135,752			82,605			265,910			114,069	��		113,130			135,752			225,993			265,910
Selling, general and administrative expenses		76,038			68,207			148,593			122,932			74,341			76,038			151,820			148,593
Operating income/(loss)		59,714			14,398			117,317			(8,863	)
Operating income														38,789			59,714			74,173			117,317
Interest income		(2	)		(4	)		(6	)		(93	)		(138	)		(2	)		(170	)		(6	)
Interest expense		119			118			238			174			65			119			160			238
Income/(loss) before income taxes		59,597			14,284			117,085			(8,944	)
Income tax expense/(benefit)		15,385			4,224			29,631			(2,814	)
Net income/(loss)	$	44,212		$	10,060		$	87,454		$	(6,130	)
Net income/(loss) per share:
Income before income taxes														38,862			59,597			74,183			117,085
Income tax expense														9,953			15,385			18,377			29,631
Net income													$	28,909		$	44,212		$	55,806		$	87,454
Net income per share:
Basic	$	1.56		$	0.36		$	3.09		$	(0.22	)	$	1.05		$	1.56		$	2.01		$	3.09
Diluted	$	1.54		$	0.35		$	3.05		$	(0.22	)	$	1.04		$	1.54		$	1.99		$	3.05
Weighted average shares:
Basic		28,323			28,175			28,290			28,080			27,590			28,323			27,784			28,290
Diluted		28,652			28,429			28,643			28,080			27,812			28,652			28,061			28,643


	Thirteen Weeks Ended																			Thirteen Weeks Ended
	Common Stock							Additional Paid-In			Retained			Treasury						Common Stock							Additional Paid-In			Retained			Treasury
(In thousands, except per share data)	Issued		Treasury			Amount		Capital			Earnings			Stock			Total			Issued		Treasury			Amount		Capital			Earnings			Stock			Total
Balance at April 30, 2022																					41,049		(13,462	)	$	410	$	79,595		$	577,823		$	(202,114	)	$	455,714
Dividends declared ($0.09 per share)																															(2,540	)					(2,540	)
Employee stock purchase plan purchases																							3					9						39			48
Stock-based compensation awards																							26					(383	)					383			0
Shares surrendered by employees to pay taxes on stock-based compensation awards																							(2	)										(38	)		(38	)
Stock-based compensation expense																												1,539									1,539
Net income																															28,909						28,909
Balance at July 30, 2022																					41,049		(13,435	)	$	410	$	80,760		$	604,192		$	(201,730	)	$	483,632

Balance at May 1, 2021		41,049		(12,703	)	$	410	$	77,041		$	447,875		$	(175,051	)	$	350,275			41,049		(12,703	)	$	410	$	77,041		$	447,875		$	(175,051	)	$	350,275
Dividends declared ($0.070 per share)												(2,018	)					(2,018	)
Dividends declared ($0.07 per share)																															(2,018	)					(2,018	)
Employee stock purchase plan purchases				1					15						13			28					1					15						13			28
Restricted stock awards				8					(112	)					112			0
Stock-based compensation awards																							8					(112	)					112			0
Purchase of common stock for treasury				(117	)										(3,971	)		(3,971	)				(117	)										(3,971	)		(3,971	)
Stock-based compensation expense									1,386									1,386										1,386									1,386
Net income												44,212						44,212													44,212						44,212
Balance at July 31, 2021		41,049		(12,811	)	$	410	$	78,330		$	490,069		$	(178,897	)	$	389,912			41,049		(12,811	)	$	410	$	78,330		$	490,069		$	(178,897	)	$	389,912

Balance at May 2, 2020		41,049		(12,872	)	$	410	$	76,769		$	378,352		$	(176,073	)	$	279,458
Dividends declared ($0.045 per share)												(1,293	)					(1,293	)
Employee stock purchase plan purchases				3					(4	)					46			42
Restricted stock awards				24					(329	)					329			0
Shares surrendered by employees to pay taxes on restricted stock				(2	)										(27	)		(27	)
Stock-based compensation expense									747									747
Net income												10,060						10,060
Balance at August 1, 2020		41,049		(12,847	)	$	410	$	77,183		$	387,119		$	(175,725	)	$	288,987


	Twenty-six Weeks Ended
	Common Stock							Additional Paid-In			Retained			Treasury
(In thousands, except per share data)	Issued		Treasury			Amount		Capital			Earnings			Stock			Total
Balance at January 29, 2022		41,049		(12,883	)	$	410	$	80,681		$	553,487		$	(182,045	)	$	452,533
Dividends declared ($0.18 per share)												(5,101	)					(5,101	)
Employee stock purchase plan purchases				5					27						66			93
Stock-based compensation awards				196					(2,850	)					2,850			0
Shares surrendered by employees to pay taxes on stock-based compensation awards				(70	)										(2,086	)		(2,086	)
Purchase of common stock for treasury				(683	)										(20,515	)		(20,515	)
Stock-based compensation expense									2,902									2,902
Net income												55,806						55,806
Balance at July 30, 2022		41,049		(13,435	)	$	410	$	80,760		$	604,192		$	(201,730	)	$	483,632

Balance at January 30, 2021		41,049		(12,839	)	$	410	$	78,737		$	406,655		$	(175,626	)	$	310,176
Dividends declared ($0.14 per share)												(4,040	)					(4,040	)
Employee stock purchase plan purchases				3					46						46			92
Stock-based compensation awards				218					(2,990	)					2,990			0
Shares surrendered by employees to pay taxes on stock-based compensation awards				(76	)										(2,336	)		(2,336	)
Purchase of common stock for treasury				(117	)										(3,971	)		(3,971	)
Stock-based compensation expense									2,537									2,537
Net income												87,454						87,454
Balance at July 31, 2021		41,049		(12,811	)	$	410	$	78,330		$	490,069		$	(178,897	)	$	389,912


	Fair Value Measurements								Fair Value Measurements
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
As of July 30, 2022
Cash equivalents - money market mutual funds									$	41,401	$	0	$	0	$	41,401
Marketable securities - mutual funds that fund deferred compensation										10,994		0		0		10,994
Total									$	52,395	$	0	$	0	$	52,395
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 July 31, 2021
Cash equivalents - money market mutual funds	$	132,514	$	0	$	0	$	132,514	$	132,514	$	0	$	0	$	132,514
Marketable securities - mutual funds that fund deferred compensation		17,431		0		0		17,431		17,431						17,431
Total	$	149,945	$	0	$	0	$	149,945	$	149,945	$	0	$	0	$	149,945
As of January 30, 2021
Cash equivalents - money market mutual funds	$	97,519	$	0	$	0	$	97,519
As of August 1, 2020
Cash equivalents - money market mutual funds	$	69,963	$	0	$	0	$	69,963

	Number of Shares			Weighted- Average Grant Date Fair Value
Restricted stock units and performance stock units at January 30, 2021		513,016		$	11.07
Granted		215,972			28.21
Vested		(210,296	)		14.85
Forfeited		(23,618	)		16.92
Restricted stock units and performance stock units at July 31, 2021		495,074		$	16.66

	Number of Shares			Weighted- Average Grant Date Fair Value
Restricted stock at January 30, 2021		0		$	0.00
Granted		8,162			32.65
Vested		(802	)		33.04
Forfeited or expired		0			0.00
Restricted stock at July 31, 2021		7,360		$	32.61

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Outstanding at January 30, 2021		88,400		$	7.61
Granted		93,800			30.94
Forfeited or expired		(2,800	)		30.94
Exercised		(88,400	)		7.61
Outstanding at July 31, 2021		91,000		$	30.94		2.7

	July 31, 2021		August 1, 2020
Risk free interest rate yield curve	0.05% - 0.69%		0.09% - 0.21%
Expected dividend yield	0.8%		1.5%
Expected volatility	63.14%		65.03%
Maximum life	2.7 Years		2.2 Years
Exercise multiple		1.05		1.29
Maximum payout	$	5.00	$	5.00
Employee exit rate	2.2% - 9.0%		2.2% - 9.0%

(In thousands)	Twenty-six Weeks Ended July 31, 2021				Twenty-six Weeks Ended August 1, 2020
Non-Athletics:
Women’s	$	158,672	24	%	$	94,088	21	%
Men’s		95,960	15			61,034	14
Children’s		45,846	7			23,553	5
Total		300,478	46			178,675	40

Athletics:
Women’s		108,243	16			88,873	20
Men’s		132,626	20			104,401	23
Children’s		82,503	12			52,081	12
Total		323,372	48			245,355	55

Accessories and Other		36,837	6			24,259	5

Total	$	660,687	100	%	$	448,289	100	%

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number Of Shares Purchased as Part of Publicly Announced Programs ⁽¹⁾		Approximate Dollar Value of Shares that May Yet Be Purchased Under Programs ⁽¹⁾
May 2, 2021 to May 29, 2021		0	$	0		0	$	50,000,000
May 30, 2021 to July 3, 2021		0	$	0		0	$	50,000,000
July 4, 2021 to July 31, 2021		117,068	$	33.92		117,068	$	46,029,000
		117,068				117,068