UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 3, 2002
-------------------------------------------------
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.
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(Exact name of registrant as specified in its charter)
Indiana 35-1736614
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(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
8233 Baumgart Road, Evansville, Indiana 47725
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(Address of principal executive offices) (Zip Code)
(812) 867-6471
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year,
if changed since last report)
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 [X ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value, 12,593,656 shares outstanding as of September 12,
2002.
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SHOE CARNIVAL, INC.
INDEX TO FORM 10-Q
Page
Part I Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets .................... 3
Condensed Consolidated Statements of Income............... 4
Condensed Consolidated Statement 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................. 8-11
Item 3. Quantitative and Qualitative Disclosures............. 11
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K..................... 12
Signature..................................................... 13
Certifications................................................ 14
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
August 3, February 2, August 4,
2002 2002 2001
-------- ----------- ---------
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents....... $ 6,316 $ 5,459 $ 6,748
Accounts receivable............. 954 1,298 714
Merchandise inventories......... 146,615 135,648 142,528
Deferred income tax benefit..... 316 449 687
Other........................... 3,275 1,816 2,871
---------- ---------- ----------
Total Current Assets............... 157,476 144,670 153,548
Property and equipment-net......... 62,016 57,249 59,233
---------- ---------- ----------
Total Assets....................... $ 219,492 $ 201,919 $ 212,781
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable................ $ 49,432 $ 42,108 $ 42,535
Accrued and other liabilities... 12,970 10,452 11,092
Current portion of long-term
debt........................... 586 834 946
---------- ---------- ----------
Total Current Liabilities.......... 62,988 53,394 54,573
Long-term debt..................... 23,447 27,672 45,798
Deferred lease incentives.......... 4,513 4,197 4,229
Deferred income taxes.............. 4,041 4,223 3,660
Other.............................. 511 331 192
---------- ---------- ----------
Total Liabilities.................. 95,500 89,817 108,452
---------- ---------- ----------
Shareholders' Equity:
Common stock, $.01 par value,
50,000 shares authorized,
13,363 shares issued at
August 3, 2002,
February 2, 2002 and
August 4, 2001................. 134 134 134
Additional paid-in capital...... 65,407 64,752 64,289
Retained earnings............... 63,467 54,251 48,468
Treasury stock, at cost 773,
1,000 and 1,218 shares at
August 3, 2002, February 2,
2002 and August 4, 2001........ (5,016) (7,035) (8,562)
---------- ----------- ----------
Total Shareholders' Equity.......... 123,992 112,102 104,329
---------- ----------- ----------
Total Liabilities and
Shareholders' Equity............... $ 219,492 $ 201,919 $ 212,781
========== =========== ==========
See Notes to Condensed Consolidated Financial Statements
3
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
August 3, 2002 August 4, 2001 August 3, 2002 August 4, 2001
-------------- -------------- -------------- --------------
(In thousands, except per share data)
Net sales...... $ 124,626 $ 113,986 $ 254,010 $ 231,172
Cost of sales
(including
buying,
distribution
and
occupancy
costs)........ 88,865 81,732 179,167 163,962
----------- ----------- ----------- -----------
Gross profit.... 35,761 32,254 74,843 67,210
Selling,
general and
administrative
expenses....... 29,873 27,625 59,634 54,912
----------- ----------- ----------- -----------
Operating
income......... 5,888 4,629 15,209 12,298
Interest
expense, net... 200 626 464 1,431
----------- ----------- ----------- -----------
Income before
income taxes... 5,688 4,003 14,745 10,867
Income taxes.... 2,133 1,501 5,529 4,075
----------- ----------- ----------- -----------
Net income...... $ 3,555 $ 2,502 $ 9,216 $ 6,792
=========== =========== =========== ===========
Net income
per share:
Basic........ $ .28 $ .21 $ .74 $ .57
=========== =========== =========== ==========
Diluted...... $ .27 $ .20 $ .71 $ .55
=========== =========== =========== ==========
Average shares
outstanding:
Basic........ 12,566 12,066 12,518 12,018
=========== =========== =========== ==========
Diluted...... 13,065 12,467 12,995 12,389
=========== =========== =========== ==========
See Notes to Condensed Consolidated Financial Statements
4
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Unaudited
Add'l
Common Stock Paid-In Retained Treasury
Issued Treasury Amount Capital Earnings Stock Total
------ -------- ------ ------- -------- -------- -----
(In thousands)
Balance at
February 2, 2002... 13,363 (1,000) $ 134 $64,752 $54,251 $(7,035) $112,102
Exercise of stock
options........... 221 655 1,924 2,579
Employee stock
purchase plan
purchases........ 6 95 95
Net income ........ 9,216 9,216
------ ----- ----- ------- ------- ------- --------
Balance at
August 3, 2002...... 13,363 (773) $ 134 $65,407 $63,467 $(5,016) $123,992
====== ===== ===== ======= ======= ======= ========
See Notes to Condensed Consolidated Financial Statements
5
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
Twenty-six Twenty-six
Weeks Ended Weeks Ended
August 3, 2002 August 4, 2001
-------------- --------------
(In thousands)
Cash flows from operating activities:
Net income.............................. $ 9,216 $ 6,792
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization......... 5,970 5,414
Loss on retirement of assets......... 6 127
Deferred income taxes................ (49) (685)
Other .............................. (21) (130)
Changes in operating assets and liabilities:
Merchandise inventories............. (10,967) (19,493)
Accounts receivable................. 344 353
Accounts payable and accrued
liabilities........................ 9,842 12,719
Other............................... (1,459) (1,455)
----------- ----------
Net cash provided by operating activities.. 12,882 3,642
----------- ----------
Cash flows from investing activities:
Purchases of property and equipment..... (10,693) (6,735)
Lease incentives........................ 514 831
----------- ----------
Net cash used in investing activities...... (10,179) (5,904)
----------- ----------
Cash flows from financing activities:
Borrowings under line of credit......... 124,150 259,525
Payments on line of credit.............. (128,150) (254,525)
Payments on capital lease obligations... (520) (441)
Proceeds from issuance of stock......... 2,674 1,224
----------- ----------
Net cash (used in) provided by financing
activities................................ (1,846) 5,783
----------- ----------
Net increase in cash and cash equivalents.. 857 3,521
Cash and cash equivalents at beginning
of period................................. 5,459 3,227
----------- ----------
Cash and cash equivalents at end of period.. $ 6,316 $ 6,748
=========== ==========
Supplemental disclosures of cash flow
information:
Cash paid during period for interest..... $ 605 $ 1,599
Cash paid during period for income taxes. $ 5,312 $ 5,206
Supplemental disclosure of noncash
investing activities:
Capital lease obligations incurred....... $ 47 $ 174
See Notes to Condensed Consolidated Financial Statements
6
SHOE CARNIVAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Note 1 - Basis of Presentation
In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments necessary to present fairly the financial
position of the Company and the results of its operations and its cash flows for
the periods presented. Certain information and disclosures normally included in
notes to financial statements have been condensed or omitted according to the
rules and regulations of the Securities and Exchange Commission, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
The results of operations for the interim periods are not necessarily indicative
of the results to be expected for the full year.
It is suggested that these financial statements be read in conjunction with the
financial statements and financial notes thereto included in the Company's 2001
Annual Report.
Note 2 - New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (the "FASB"), issued SFAS
No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 provides
accounting requirements for retirement obligations associated with tangible
long-lived assets. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. Management does not believe that the adoption of SFAS No. 143
will have a significant impact on the Company's consolidated financial
statements.
Effective February 4, 2002 the Company adopted SFAS No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The adoption of SFAS No. 144 has not had a significant impact on the financial
position or results from operations of the Company.
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
SFAS No. 145 primarily affects the reporting requirements and classification of
gains and losses from the extinguishment of debt, rescinds the transitional
accounting requirements for intangible assets of motor carriers, and requires
that certain lease modifications with economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.
SFAS No. 145 is effective for financial statements issued after April 2002, with
the exception of the provisions affecting the accounting for lease transactions,
which should be applied for transactions entered into after May 15, 2002, and
the provisions affecting classification of gains and losses from the
extinguishment of debt, which should be applied in fiscal years beginning after
May 15, 2002. Management has determined that the adoption of SFAS No. 145 will
have no impact on the Company's consolidated financial statements.
In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with
Exit or Disposal Activities, which addresses accounting for restructuring and
similar costs. SFAS 146 supersedes previous accounting guidance, principally
Emerging Issues Task Force Issue No. 94-3. The Company will adopt the provisions
of SFAS 146 for restructuring activities initiated after December 31, 2002. SFAS
146 requires that the liability for costs associated with an exit or disposal
activity be recognized when the liability is incurred. Under Issue 94-3, a
liability for an exit cost was recognized at the date of the Company's
commitment to an exit plan. SFAS 146 also establishes that the liability should
initially be measured and recorded at fair value. Accordingly, SFAS 146 may
affect the timing of recognizing future restructuring costs as well as the
amounts recognized.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Comparable
Number of Stores Store Square Footage Store Sales
Beginning End of Net End of Increase/
Quarter Ended of Period Opened Closed Period Change Period Decrease
- ------------- --------- ------ ------ ------ ------- ------ -----------
May 4, 2002 182 6 0 188 71,000 2,175,000 1.1%
August 3, 2002 188 9 0 197 112,000 2,287,000 (0.5%)
Year-to-date 182 15 0 197 183,000 2,287,000 0.4%
May 5, 2001 165 3 0 168 26,000 1,937,000 2.3%
August 4, 2001 168 10 0 178 123,000 2,060,000 2.1%
Year-to-date 165 13 0 178 149,000 2,060,000 2.1%
The following table sets forth the Company's results of operations expressed as
a percentage of net sales for the periods indicated:
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
August 3, 2002 August 4, 2001 August 3, 2002 August 4, 2001
-------------- -------------- -------------- --------------
Net sales...... 100.0% 100.0% 100.0% 100.0%
Cost of sales
(including
buying,
distribution
and
occupancy
costs)....... 71.3 71.7 70.5 70.9
--------- ---------- ---------- ---------
Gross profit... 28.7 28.3 29.5 29.1
Selling,
general and
administra-
tive
expenses...... 24.0 24.2 23.5 23.8
--------- ---------- ---------- ---------
Operating
income........ 4.7 4.1 6.0 5.3
Interest
expense-net... .1 .6 .2 .6
--------- ---------- ---------- ---------
Income before
income taxes... 4.6 3.5 5.8 4.7
Income taxes.... 1.7 1.3 2.2 1.8
--------- ---------- ---------- ---------
Net income...... 2.9% 2.2% 3.6% 2.9%
========= ========== ========== =========
Net Sales
Net sales increased $10.6 million to $124.6 million in the second quarter of
2002, a 9.3% increase over net sales of $114 million in the comparable prior
year period. The increase was attributable to the 29 stores opened since May
2001 (net of one store closed), partially offset by a comparable store sales
decrease of 0.5%. Athletic sales for the quarter achieved comparable store
increases, offsetting, for the most part, the comparable store sales decreases
in the men's, women's and children's non-athletic categories.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Net sales increased $22.8 million to $254 million in the first half of 2002, a
9.9% increase over net sales of $231.2 million in the comparable prior year
period. The increase was attributable to a 0.4% comparable store sales increase
and the sales generated by the 32 new stores opened in 2001 and 2002 (net of one
store closed).
Gross Profit
Gross profit increased $3.5 million to $35.8 million in the second quarter of
2002, a 10.9% increase over gross profit of $32.3 million in the comparable
prior year period. The Company's gross profit margin increased to 28.7% from
28.3%. As a percentage of sales, the merchandise gross profit margin increased
0.5% and buying, distribution and occupancy costs increased 0.1% as compared to
the same period last year. The increase in the merchandise gross profit margin
was due to increased margins obtained on the sale of athletic footwear and
women's non-athletic footwear. In the first half of 2002, the key merchandise
strategy was centered on lowering merchandise inventory levels of seasonal
fashion product, particularly women's non-athletic product, in order to reduce
our exposure to markdowns, thereby increasing the overall gross profit margin.
Gross profit increased $7.6 million to $74.8 million in the first half of 2002,
an 11.4% increase over gross profit of $67.2 million in the comparable prior
year period. The Company's gross profit margin increased to 29.5% from 29.1% for
the first six months of 2001. As a percentage of sales, the merchandise gross
profit margin increased 0.5% and buying, distribution and occupancy costs
increased 0.1%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $2.2 million to $29.9
million in the second quarter of 2002 from $27.6 million in the comparable prior
year period. As a percentage of sales, these expenses decreased 0.3% to 24.0%
from 24.2% last year. During the second quarter of 2002, the Company opened nine
stores as compared to 10 stores opened in the second quarter of 2001. Total
pre-opening costs in the second quarter of 2002 were $663,000 or 0.5% of sales,
as compared to $667,000 or 0.6% of sales, for the second quarter of 2001.
Selling, general and administrative expenses increased $4.7 million to $59.6
million in the first half of 2002 from $54.9 million in the comparable prior
year period. As a percentage of sales, these expenses decreased to 23.5% from
23.8% last year. Total pre-opening costs in the first half of 2002 were $1.1
million or 0.4% of sales, as compared to $854,000 million or 0.4% of sales, in
the first half of 2001. Fifteen stores were opened in the first half of 2002 and
13 stores were opened in the first half of 2001.
Pre-opening costs in the third quarter are anticipated to be approximately
$950,000 compared to $342,000 in the third quarter last year. The expected
higher pre-opening costs are a result of the anticipated opening of ten stores
in the third quarter this year versus five stores in the third quarter last year
and the grand opening costs expensed in the third quarter for two stores that
opened in the last week of the second quarter. Excluding pre-opening costs,
selling, general and administrative costs are expected to be flat or slightly
down as a percentage of sales in the third quarter of 2002 as compared to the
same period in 2001.
Interest Expense
The decrease in net interest expense in the second quarter and first six months
of 2002, as compared with the second quarter and first six months of 2001
resulted from substantially lower average borrowings and a lower effective
interest rate.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Income Taxes
The effective income tax rate was 37.5% in the second quarter and the first six
months of 2002 and for the same time periods in 2001. The effective income tax
rate differed from the statutory federal rates due primarily to state and local
income taxes, net of the federal tax benefit.
Liquidity and Capital Resources
The Company's primary sources of funds are cash flows from operations and
borrowings under its revolving credit facility. For the first six months of
2002, cash generated by operating activities was $12.9 million compared with an
increase of cash of $3.6 million from operations for the first six months of
last year. Excluding changes in operating assets and liabilities, cash provided
by operating activities was $15.1 million in the first half of 2002 versus $11.5
million in the comparable prior year period. Merchandise inventories increased
$4.1 million to $146.6 million at August 3, 2002 from $142.5 million at August
4, 2001. In 2002, the key merchandise strategy is centered on lowering
merchandise inventory levels of seasonal fashion product in order to increase
the overall gross profit margin. Leaner inventories in the seasonal fashion
categories, particularly women's product, are expected to reduce our exposure to
markdowns and increase cashflow. While the number of stores operated at the end
of the second quarter increased 10.7%, merchandise inventories only increased
2.9%. This resulted in a decrease in merchandise inventories on a per-store
basis at the end of the second quarter of 7.1% compared with the end of the
second quarter last year. Decreases in merchandise inventories on a per- store
basis at quarter-end for the remainder of the year are expected to range from 3%
to 6%
Working capital decreased to $94.5 million at August 3, 2002 from $99 million at
August 4, 2001 and the current ratio was 2.5 to 1 at August 3, 2002 as compared
with 2.8 to 1 at August 4, 2001. Long-term debt as a percentage of total capital
reduced to 15.9% at the end of the first half of 2002 from 30.5% at the end of
the first half of 2001. The decrease in working capital was primarily due to the
increase in accounts payable and accrued liabilities.
Capital expenditures, net of lease incentives of $514,000, were $10.2 million in
the first half of 2002. Of these expenditures, $5.9 million was incurred for new
stores. Computer hardware and software purchases totaled $2.2 million, including
the purchase in the first quarter of our existing point-of-sale software from
the vendor for $1.8 million. Additional conveyors and technology for the
distribution center was purchased for $500,000. All other capital additions
totaled $1.6 million.
The Company opened nine stores in the second quarter bringing the total number
of stores opened in 2002 to 15. With the anticipated opening of ten stores in
the second half of the year, 25 new stores will have been opened during 2002. Of
the 13 stores opened during the first half of 2001, ten stores were opened in
the second quarter. Five stores were opened and one store were closed in the
second half of 2001, for a total net addition of 17 stores in 2001.
The Company currently expects to accelerate the number of new store openings in
2003 to 40 stores, or a 20% store growth rate. Capital expenditures for 2003 are
expected to be approximately $17 million to $19 million, of which $13 million to
$15 million will be expended for new stores. The actual amount of the Company's
cash requirements for capital expenditures depends in part on the number of new
stores opened, the amount of lease incentives, if any, received from landlords
and the number of stores remodeled. The opening of new stores 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 in areas the Company targets for
expansion.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The Company's current prototype utilizes between 8,000 and 15,000 square feet
depending upon, among other factors, the location of the store and the
population base the store is expected to service. Capital expenditures, net of
lease incentives, for 2002 new stores are expected to average approximately
$365,000. The average inventory investment in a new store is expected to range
from $450,000 to $750,000, depending on the size and sales expectation of the
store and the timing of the new store opening. Pre-opening expenses, such as
advertising, salaries, supplies and utilities, are expected to average
approximately $80,000 per store in 2002.
The Company's credit facility provides for up to $70 million in cash advances
and letters of credit. Borrowings under the revolving credit line are based on
eligible inventory. Borrowings and letters of credit outstanding under this
facility at August 3, 2002 were $23 million and $8.4 million, respectively. The
Company anticipates that its existing cash and cash flow from operations,
supplemented by borrowings under the credit facility, will be sufficient to fund
its planned expansion and other operating cash requirements for at least the
next 12 months.
Seasonality
The Company's quarterly results of operations have fluctuated, and are expected
to continue to fluctuate in the future primarily as a result of seasonal
variances and the timing of sales and costs associated with opening new stores.
Non-capital expenditures, such as advertising and payroll, incurred prior to
opening of a new store are charged to expense as incurred. Therefore, the
Company's results of operations may be adversely affected in any quarter in
which the Company incurs pre-opening expenses related to the opening of new
stores.
The Company has three distinct selling periods: Easter, back-to-school and
Christmas.
Factors That May Effect Future Results
This report on Form 10-Q contains certain forward looking statements that
involve a number of risks and uncertainties. Among the factors that could cause
actual results to differ materially are the following: general economic
conditions in the areas of the United States in which the Company's stores are
located; changes in the overall retail environment and more specifically in the
apparel and footwear retail sectors; the potential impact of national and
international security concerns on the retail environment; the impact of
competition and pricing; changes in weather patterns, consumer buying trends and
the ability of the Company to identify and respond to emerging fashion trends;
risks associated with the seasonality of the retail industry; the availability
of desirable store locations at acceptable lease terms and the ability of the
Company to open new stores in a timely manner; higher than anticipated costs
associated with the closing of underperforming stores; the inability of
manufacturers to deliver products in a timely manner; and changes in the
political and economic environments in the People's Republic of China, a major
manufacturer of footwear, and the continued favorable trade relationships
between China and the United States.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company is exposed to market risk in that the interest payable on the
Company's Credit Agreement is based on variable interest rates and therefore is
affected by changes in market rates. The Company does not use interest rate
derivative instruments to manage exposure to changes in market interest rates. A
1% change in the weighted average interest rate charged under the Credit
Agreement would have resulted in interest expense fluctuating by approximately
$100,000 for the first six months of 2002 and $197,000 for the first six months
of 2001.
11
SHOE CARNIVAL, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10-R Employment and Noncompetition agreement dated July 1, 2002,
between Registrant and Mark L. Lemond
99.1 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
99.2 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
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended August 3,
2002.
12
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 17, 2002 SHOE CARNIVAL, INC.
(Registrant)
By: /s/ W. Kerry Jackson
--------------------
W. Kerry Jackson
Senior Vice President and
Chief Financial Officer
13
SHOE CARNIVAL, INC.
CERTIFICATIONS
I, Mark L. Lemond, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
Date: September 17, 2002
/s/ Mark L. Lemond
------------------
Mark L. Lemond
President and
Chief Executive Officer
I, W. Kerry Jackson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
Date: September 17, 2002
/s/ W. Kerry Jackson
--------------------
W. Kerry Jackson
Senior Vice President and
Chief Financial Officer
14