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 November 2, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-21360
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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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
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, 12,600,323 shares outstanding as of December 11,
2002.
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
About Market Risks................................... 11
Item 4. Controls and Procedures.............................. 11
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K..................... 12
Signature..................................................... 13
Certifications................................................ 14-15
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
November 2, February 2, November 3,
2002 2002 2001
----------- ----------- -----------
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents........... $ 3,969 $ 5,459 $ 3,207
Accounts receivable................. 2,577 1,298 1,660
Merchandise inventories............. 147,909 135,648 137,289
Deferred income tax benefit......... 385 449 703
Other............................... 2,040 1,816 2,055
-------- -------- --------
Total Current Assets................... 156,880 144,670 144,914
Property and equipment-net............. 63,601 57,249 59,349
-------- -------- --------
Total Assets........................... $220,481 $201,919 $204,263
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable.................... $ 42,794 $ 42,108 $ 33,242
Accrued and other liabilities....... 12,640 10,452 10,675
Current portion of long-term debt... 482 834 945
-------- -------- --------
Total Current Liabilities.............. 55,916 53,394 44,862
Long-term debt......................... 25,438 27,672 41,176
Deferred lease incentives.............. 5,002 4,197 4,126
Deferred income taxes.................. 4,467 4,223 4,191
Other.................................. 611 331 275
-------- -------- --------
Total Liabilities...................... 91,434 89,817 94,630
-------- -------- --------
Shareholders' Equity:
Common stock, $.01 par value,
50,000 shares authorized,
13,363 shares issued and
outstanding at November 2,
2002, February 2, 2002
and November 3, 2001............... 134 134 134
Additional paid-in capital.......... 65,427 64,752 64,524
Retained earnings................... 68,422 54,251 53,093
Treasury stock, at cost, 765,
1,000 and 1,149 shares at
November 2, 2002, February 2,
2002 and November 3, 2001.......... (4,936) (7,035) (8,118)
-------- -------- --------
Total Shareholders' Equity............. 129,047 112,102 109,633
-------- -------- --------
Total Liabilities and
Shareholders' Equity.................. $220,481 $201,919 $204,263
======== ======== ========
See Notes to Condensed Consolidated Financial Statements
3
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited
Thirteen Thirteen Thirty-nine Thirty-nine
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
November 2, November 3, November 2, November 3,
2002 2001 2002 2001
----------- ----------- ----------- ------------
(In thousands, except per share data)
Net sales............. $137,703 $124,778 $391,713 $355,950
Cost of sales
(including
buying, distribution
and occupancy costs).. 97,238 87,965 276,405 251,927
-------- -------- -------- --------
Gross profit.......... 40,465 36,813 115,308 104,023
Selling, general
and administrative
expenses............. 32,376 28,932 92,010 83,844
-------- -------- -------- --------
Operating income...... 8,089 7,881 23,298 20,179
Interest
expense, net......... 161 480 625 1,911
-------- -------- -------- --------
Income before
income taxes......... 7,928 7,401 22,673 18,268
Income taxes.......... 2,973 2,776 8,502 6,851
-------- -------- -------- --------
Net income............ $ 4,955 $ 4,625 $ 14,171 $ 11,417
======== ======== ======== ========
Net income
per share:
Basic............ $ .39 $ .38 $ 1.13 $ .95
======== ======== ======== ========
Diluted.......... $ .38 $ .37 $ 1.09 $ .92
======== ======== ======== ========
Average shares
outstanding:
Basic............ 12,595 12,195 12,545 12,077
======== ======== ======== ========
Diluted.......... 12,967 12,513 12,982 12,431
======== ======== ======== ========
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........... 226 675 1,967 2,642
Employee stock
purchase plan
purchases........ 9 132 132
Net income.......... 14,171 14,171
------ ------ ------ ------- ------- ------- --------
Balance at
November 2, 2002.... 13,363 (765) $ 134 $65,427 $68,422 $(4,936) $129,047
====== ====== ====== ======= ======= ======= ========
See Notes to Condensed Consolidated Financial Statements
5
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
Thirty-nine Thirty-nine
Weeks Ended Weeks Ended
November 2, 2002 November 3, 2001
---------------- ----------------
(In thousands)
Cash flows from operating activities:
Net income................................ $ 14,171 $ 11,417
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization........... 9,164 8,291
Loss on retirement of assets............ 128 127
Deferred income taxes................... 308 (171)
Other................................... (72) (151)
Changes in operating assets
and liabilities:
Merchandise inventories............... (12,261) (14,254)
Accounts receivable................... (1,061) (594)
Accounts payable and accrued
liabilities.......................... 2,865 3,007
Other (209) (637)
--------- ---------
Net cash provided by operating activities.... 13,033 7,035
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment......... (15,799) (9,476)
Lease incentives............................ 1,135 831
--------- ---------
Net cash used in investing activities........ (14,664) (8,645)
Cash flows from financing activities:
Borrowings under line of credit............. 193,675 338,350
Payments on line of credit.................. (195,600) (337,975)
Payments on capital lease obligations....... (708) (688)
Proceeds from issuance of stock............. 2,774 1,903
--------- ---------
Net cash provided by financing activities.... 141 1,590
--------- ---------
Net decrease in cash and cash equivalents.... (1,490) (20)
Cash and cash equivalents at beginning
of period................................... 5,459 3,227
--------- ---------
Cash and cash equivalents at end of period... $ 3,969 $ 3,207
========= =========
Supplemental disclosures of cash
flow information:
Cash paid during period for interest....... $ 765 $ 2,151
Cash paid during period for income taxes... $ 6,731 $ 5,499
Supplemental disclosure of noncash
investing activities:
Capital lease obligations incurred......... $ 47 $ 423
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 Pronoucements
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
Number of Stores Store Square Footage Comparable
----------------------------- -------------------- 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%)
November 2,
2002........ 197 10 0 207 114,000 2,401,000 1.3%
First Three
Quarters.... 182 25 0 207 297,000 2,401,000 0.7%
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%
November 3,
2001....... 178 5 0 183 54,000 2,114,000 2.5%
First Three
Quarters... 165 18 0 183 203,000 2,114,000 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 Thirty-nine Thirty-nine
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
November 2, November 3, November 2, November 3,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net sales........ 100.0% 100.0% 100.0% 100.0%
Cost of sales
(including
buying,
distribution
and occupancy
costs).......... 70.6 70.5 70.6 70.8
------ ------ ------ ------
Gross profit..... 29.4 29.5 29.4 29.2
Selling,
general and
administra-
tive expenses... 23.5 23.2 23.5 23.6
------ ------ ------ ------
Operating
income.......... 5.9 6.3 5.9 5.6
Interest
expense-net..... .1 .4 .1 .5
------ ------ ------ ------
Income before
income taxes.... 5.8 5.9 5.8 5.1
Income taxes..... 2.2 2.2 2.2 1.9
------ ------ ------ ------
Net income....... 3.6% 3.7% 3.6% 3.2%
====== ====== ====== ======
Net Sales
Net sales increased $12.9 million to $137.7 million in the third quarter of
2002, a 10.4% increase over net sales of $124.8 million in the comparable prior
year period. The increase was attributable to a 1.3% comparable store sales
increase and the sales generated by the 36 new stores opened since August 2001
(net of one store closed). Adult athletic and men's non-athletic product were
largely responsible for the increase in comparable store sales.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Net sales increased $35.8 million to $391.7 million in the first nine months of
2002, a 10% increase over net sales of $356.0 million in the comparable prior
year period. The increase was attributable to a 0.7% comparable store sales
increase and the sales generated by the 43 new stores opened since January 2000
(net of one store closed).
Gross Profit
Gross profit increased $3.7 million to $40.5 million in the third quarter of
2002, a 9.9% increase over gross profit of $36.8 million in the comparable prior
year period. The Company's gross profit margin was 29.4% compared with 29.5%
last year. As a percentage of sales, the merchandise gross profit margin was the
same as last year while buying, distribution and occupancy costs increased 0.1%.
Gross profit increased $11.3 million to $115.3 million in the first nine months
of 2002, a 10.8% increase over gross profit of $104.0 million in the comparable
prior year period. The Company's gross profit margin increased to 29.4% from
29.2% last year. As a percentage of sales, the merchandise gross profit margin
increased 0.3% from last year and buying, distribution and occupancy costs
increased 0.1%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $3.4 million to $32.4
million in the third quarter of 2002 from $28.9 million in the comparable prior
year period. As a percentage of sales, these expenses increased to 23.5% from
23.2% due to higher new store pre-opening costs. During the third quarter of
2002, the Company opened ten stores as compared with five stores in the third
quarter of 2001. Total new store pre-opening costs in the third quarter of 2002
were $870,000, or 0.6% of sales, as compared to $342,000, or 0.3% of sales, for
the third quarter of 2001.
Selling, general and administrative expenses increased $8.2 million to $92.0
million in the first nine months of 2002 from $83.8 million in the comparable
prior year period. As a percentage of sales, these expenses decreased to 23.5%
from 23.6% last year. Total new store pre-opening costs for the first nine
months of 2002 were $2.0 million or 0.5% of sales, as compared to $1.2 million
or 0.3% of sales, for the first nine months of 2001. Twenty-five stores were
opened in the first nine months of 2002 and 18 stores were opened in the first
nine months of 2001.
Interest Expense
The decrease in net interest expense in the third quarter and the first nine
months of 2002 as compared with the third quarter and the first nine months of
2001 resulted from substantially lower average borrowings and a lower effective
interest rate.
Income Taxes
The effective income tax rate was 37.5% for the third quarter and the first nine
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.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
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 nine months of
2002, net cash generated by operating activities was $13.0 million compared to
an increase of cash of $7.0 million for the first nine months of last year.
Excluding changes in operating assets and liabilities, cash provided by
operating activities was $23.7 million in the first nine months of 2002 versus
$19.5 million in the comparable prior year period. Merchandise inventories
increased $10.6 million to $147.9 million at November 2, 2002 from $137.3
million at November 3, 2001. During 2002, our 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
seasonal fashion product, particularly in the women's non-athletic category, are
expected to reduce the exposure to markdowns. While the number of stores in
operation at the end of the third quarter of 2002 increased 13.1% compared with
the end of the third quarter of 2001, merchandise inventories only increased
7.7%. This resulted in a decrease in merchandise inventories on a per-store
basis of 4.8%. Merchandise inventories on a per-store basis at year-end are
expected to decrease between 5% and 8% from last year's levels.
Working capital increased to $101.0 million at November 2, 2002 from $100.1
million at November 3, 2001 and the current ratio was 2.8 to 1 at November 2,
2002 as compared with 3.2 to 1 at November 3, 2001. Long-term debt as a
percentage of total capital was 16.5% at November 2, 2002, compared to 27.3% at
November 3, 2001.
Capital expenditures, net of lease incentives of $1.1 million, were $14.7
million in the first nine months of 2002. Of these expenditures, approximately
$9.7 million was incurred for new stores. Computer hardware and software
purchases totaled $2.7 million, including $1.8 million incurred for the purchase
of point-of-sale software. Additional conveyors and technology for our
distribution center were purchased for $600,000. All other capital additions
totaled $1.7 million.
The Company opened 25 stores in the first nine months of 2002, thereby
completing its planned store expansion program for the year. Six stores were
opened in the first quarter, nine in the second quarter and ten in the third
quarter. During the first nine months of 2001, 18 stores were opened. Three
stores were opened in the first quarter, ten in the second quarter and five in
the third quarter. One store was closed in the fourth quarter of 2001. No stores
have been closed in 2002.
The Company expects to open 40 stores in 2003. Capital expenditures for 2003 are
expected to be approximately $17 million to $18 million, of which $13 to $14
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.
The Company's current new store 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 for
new stores, net of lease incentives, are expected to average approximately
$320,000 in 2003. 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. New store pre-opening
expenses, such as advertising, salaries, supplies and utilities, are expected to
average approximately $75,000 per store in 2003.
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 November 2, 2002 were $25.1 million and $2.1 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.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
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 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 RISK
The Company is exposed to market risk in that the interest payable under 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
$149,000 for the first nine months of 2002 and $307,000 for the first nine
months of 2001.
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and the Chief Financial Officer of the Company have
concluded, based on their evaluation as of a date within 90 days prior to the
date of the filing of this Form 10-Q, that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and include controls and procedures designed to
ensure that information required to be disclosed by the Company in such reports
is accumulated and communicated to the Company's management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.
11
SHOE CARNIVAL, INC.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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 November 2,
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: December 12, 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 a 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;
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;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 12, 2002 By: /s/ Mark L. Lemond
-------------------
Mark L. Lemond
President and
Chief Executive Officer
14
SHOE CARNIVAL, INC.
CERTIFICATIONS
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 a 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;
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;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and;
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 12, 2002 By: /s/ W. Kerry Jackson
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W. Kerry Jackson
Senior Vice President and
Chief Financial Officer
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