10q10k10q10k.net

What changed in SHOE CARNIVAL INC's 10-K — 2025 vs 2026

vs

Paragraph-level year-over-year comparison of SHOE CARNIVAL INC's 2025 and 2026 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2026 report.

+282 added−270 removedSource: 10-K (2025-03-21) vs 10-K (2024-03-22)

Top changes in SHOE CARNIVAL INC's 2026 10-K

282 paragraphs added · 270 removed · 210 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

73 edited+23 added−19 removed36 unchanged
Biggest changeOur Diversified Sales Mix We sell broadly across the family footwear channel, with balanced distribution among type of customer (men, women and children), product (athletics and non-athletics) and age (senior citizens to infants) and with no singular reliance on any particular segment. The products we offer are a broad mix of footwear for sport, daily activities and special events.
Biggest changeIn Fiscal 2026 and early Fiscal 2027, we plan to scale up further and complete 100 or more rebanners, with a first-year investment forecast of between approximately $22 to $27 million and a similar path to payback of the investment of approximately two-to-three years. 5 Our Diversified Sales Mix We sell broadly across the family footwear channel, with balanced distribution among type of customer (men, women and children), product (athletics and non-athletics) and age (senior citizens to infants) and with no singular reliance on any particular segment.
Merchandise is typically shipped to each store location once per week. For stores 7 within the continental United States, a dedicated carrier, with occasional use of common carriers, handles the majority of shipments. We leverage these investments with third party managed software tailored to our specific needs to track merchandise during the transportation and distribution process.
Merchandise is typically shipped to each store location once per week. For stores within the continental United States, a dedicated carrier, with occasional use of common carriers, handles the majority of shipments. We leverage these investments with third-party managed software tailored to our specific needs to track merchandise during the transportation and distribution process.
Training and Code of Business Conduct and Ethics We are dedicated to strengthening our culture and execution through ongoing training for all associates. We are uniquely focused on training within our store-level, customer-facing operations. Employees must obtain necessary 10 certifications in order to be responsible for the keys to a store and eventually to become a general manager.
Training and Code of Business Conduct and Ethics We are dedicated to strengthening our culture and execution through ongoing training for all associates. We are uniquely focused on training within our store-level, customer-facing operations. Employees must obtain necessary certifications in order to be responsible for the keys to a store and eventually to become a general manager.
Using the POS, both store personnel and centralized merchandising staff are able to monitor sales, cost of sales and the success of product promotions in real-time. 8 Our systems provide up-to-date sales and inventory information and our data warehouse enables our merchandising and store operations staff to analyze sales, margin and inventory levels by store.
Using the POS, both store personnel and centralized merchandising staff are able to monitor sales, cost of sales and the success of product promotions in real-time. Our systems provide up-to-date sales and inventory information, and our data warehouse enables our merchandising and store operations staff to analyze sales, margin and inventory levels by store.
These include competitive wages and incentives; an employee stock purchase plan with a discount off the fair value of our common stock; employer-subsidized medical plans with dental and vision benefits; qualified and unqualified defined contribution plans with employer matching contributions; and merchandise discounts, among other benefits.
These include competitive wages and incentives; an employee stock purchase plan with a discount off the fair value of our common 10 stock; employer-subsidized medical plans with dental and vision benefits; qualified and unqualified defined contribution plans with employer matching contributions; and merchandise discounts, among other benefits.
Our CRM program allows us to drive customer retention by delivering to each customer more individualized shopping opportunities and experiences and aids in gaining a better understanding of our existing customer base as well as 6 identifying new customers.
Our CRM program allows us to drive customer retention by delivering to each customer more individualized shopping opportunities and experiences and aids in gaining a better understanding of our existing customer base as well as identifying new customers.
Sifford also served as President and Chief Executive Officer from October 2012 to September 2019 and has been a Director since October 2012. Mr. Sifford served as Chief Merchandising Officer from October 2012 to March 2016. From June 2001 to October 2012, Mr.
Sifford also served as President and Chief Executive Officer from October 2012 to September 2019 and has been a Director since October 2012. Mr. 12 Sifford served as Chief Merchandising Officer from October 2012 to March 2016. From June 2001 to October 2012, Mr.
Sifford served as Executive Vice President – General Merchandise Manager and from April 1997 to June 2001, Mr. Sifford served as Senior Vice President – General Merchandise Manager. Prior to joining us, Mr. Sifford served as Merchandise Manager – Shoes for Belk, Inc. 12 Mr.
Sifford served as Executive Vice President – General Merchandise Manager and from April 1997 to June 2001, Mr. Sifford served as Senior Vice President – General Merchandise Manager. Prior to joining us, Mr. Sifford served as Merchandise Manager – Shoes for Belk, Inc. Mr.
Compliance with current federal, state and local provisions regulating the discharge of materials into the environment or otherwise relating to the protection of the environment has not had a material effect upon our capital expenditures, earnings or competitive position. We anticipate no material capital expenditures for environmental control facilities for Fiscal 2024 or for the near future.
Compliance with current federal, state and local provisions regulating the discharge of materials into the environment or otherwise relating to the protection of the environment has not had a material effect upon our capital expenditures, earnings or competitive position. We anticipate no material capital expenditures for environmental control facilities for Fiscal 2025 or for the near future.
Over the last five fiscal years, we have had no debt outstanding and Cash, Cash Equivalents and Marketable Securities of $61 million to $132 million at the end of each fiscal year. We believe this approach increases our ability to make impactful long-term decisions and enhances our stakeholder relationships.
Over the last five fiscal years, we have had no debt outstanding and Cash, Cash Equivalents and Marketable Securities of $62 million to $132 million at the end of each fiscal year. We believe this approach increases our ability to make impactful, long-term decisions and enhances our stakeholder relationships.
We continually work to strengthen our brand offerings and our relationships with our key vendors. While we have no long-term contracts in place with any of our vendors, we anticipate that Nike, Skechers and Crocs will continue to be high-volume vendors for us in Fiscal 2024.
We continually work to strengthen our brand offerings and our relationships with our key vendors. While we have no long-term contracts in place with any of our vendors, we anticipate that Nike, Skechers and Crocs will continue to be high-volume vendors for us in Fiscal 2025.
Since 2004, responses to this survey have had an average score of 4.2 to 4.3, with 5 being “strongly agree.” Employee Benefits Among the many ways we seek to serve our employees, we offer a complete range of benefits.
Since 2004, responses to this survey have had an average score of 4.0 to 4.3, with 5 being “strongly agree.” Employee Benefits Among the many ways we seek to serve our employees, we offer a complete range of benefits.
All stores are currently leased and more information on our leases can be found in Note 10 - "Leases" in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K.
All stores are currently leased and more information on our leases can be found in Note 11 - “Leases” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K.
Weaver served as Chairman and Chief Executive Officer of Jacksonville Jaguars, LTD, a professional football franchise, until January 2012. Mr. Sifford has been employed as Vice Chairman of the Board since October 2021. From September 2019 to September 2021, Mr. Sifford served as Vice Chairman of the Board and Chief Executive Officer. Mr.
Weaver served as Chairman and Chief Executive Officer of Jacksonville Jaguars, LTD, a professional football franchise, until January 2012. Mr. Sifford has served as Vice Chairman of the Board since October 2021. From September 2019 to September 2021, Mr. Sifford served as Vice Chairman of the Board and Chief Executive Officer. Mr.
Our Code of Ethics is posted on our website at investors.shoecarnival.com/governance/governance-documents. We intend to disclose any amendments to the Code of Ethics by posting such amendments on our website. In addition, any waivers of the Code of Ethics for our Board members or executive officers will be disclosed in a Current Report on Form 8-K.
Our Code of Ethics is posted on the investor relations portion of our website at investors.shoecarnival.com/governance/governance-documents. We intend to disclose any amendments to the Code of Ethics by posting such amendments on our website. In addition, any waivers of the Code of Ethics for our Board members or executive officers will be disclosed in a Current Report on Form 8-K.
We believe our Shoe Perks program provides a tremendous opportunity to communicate, build relationships and engage with our most loyal shoppers and increase our customer touch points, which we believe will result in long-term sales gains. Our most loyal customers, those who qualify for our “Gold” tier, receive additional rewards and incentives.
We believe our Shoe Perks program provides an opportunity to communicate, build relationships and engage with our most loyal shoppers and increase our customer touch points, which we believe will result in long-term sales gains. Our most loyal customers, those who qualify for our “Gold” tier, receive additional rewards and incentives.
Our most significant areas of focus are fuel and packaging material used to deliver merchandise to our Evansville distribution center and stores; the HVAC and lighting systems in our stores, Evansville distribution center and corporate office; and recycling methods.
Our most significant areas of focus are fuel and packaging material used to deliver merchandise to our Evansville distribution center and stores; the HVAC and lighting systems in our stores, Evansville distribution center and corporate offices; and recycling methods.
The average transaction value for our Gold tier customers was approximately 43% higher than non-Gold tier Shoe Perks members in Fiscal 2023. Strong and Diversified Vendor Partnerships We offer merchandise from a broad range of over 270 vendor partners. In Fiscal 2023, Nike, Inc. (“Nike”), Skechers U.S.A., Inc. (“Skechers”) and Crocs, Inc.
The average transaction value for our Gold tier customers was significantly higher than non-Gold tier Shoe Perks members in Fiscal 2024. Strong and Diversified Vendor Partnerships We offer merchandise from a broad range of over 270 vendor partners. Nike, Inc. (“Nike”), Skechers U.S.A., Inc. (“Skechers”) and Crocs, Inc.
Safety of our Employees and Security of our Data We strive to provide our associates with a safe and healthy work environment. We measure OSHA recordable incidents to gauge the success of our safety protocol. During calendar year 2023, we recorded 62 non COVID-related OSHA recordable incidents, an approximate 2% reduction in incidents compared to five years ago.
Safety of our Employees and Security of our Data We strive to provide our associates with a safe and healthy work environment. We measure OSHA recordable incidents to gauge the success of our safety protocol. During calendar year 2024, we recorded 45 non COVID-related OSHA recordable incidents, an approximate 25% reduction in incidents compared to five years ago.
We have included our website address throughout this filing as textual references only. The information contained on, or accessible through, our website is not incorporated into this Annual Report on Form 10-K.
We have included our website addresses throughout this filing as textual references only. The information contained on, or accessible through, any of our websites is not incorporated into this Annual Report on Form 10-K.
Seasonality For a discussion of the impact of seasonality on our operating results and our business, see PART II, ITEM 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Impact of Store Count and Seasonality on Quarterly Results.” Trademarks As of our Fiscal 2023 year end, we own the following federally registered trademarks and service marks: Shoe Carnival ® and associated trade dress and related logos, Y-NOT? ® , UNR8ED ® , Solanz ® , Shoe Perks ® , SC Work Wear ® , A Surprise In Store ® , Shoes 2U ® , Laces for Learning ® , Princess Lacey’s Laces ® , Shoe Station ® , Shoe Station Super Store ® and Shoe Station Select ® .
Seasonality For a discussion of the impact of seasonality on our operating results and our business, see PART II, ITEM 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Impact of Store Count and Seasonality on Quarterly Results.” Trademarks As of our Fiscal 2024 year end, we own the following federally registered trademarks and service marks: Shoe Carnival ® and associated trade dress and related logos, Y-NOT? ® , UNR8ED ® , Solanz ® , Shoe Perks ® , SC Work Wear ® , Shoes 2U ® , Laces for Learning ® , UNBOX WHAT’S POSSIBLE ® , Shoe Station ® , Shoe Station Super Store ® , Shoe 11 Station Select ® and Rogan’s Shoes ® .
As of our Fiscal 2023 year end, our workforce identified as 64% female and 36% male. Our broad-based leadership team, including those who manage and lead our stores and those who lead our Company, identified as 62% female and 38% male. With respect to ethnicity, our leadership team identified as 60% Caucasian and 40% non-Caucasian.
As of our Fiscal 2024 year end, our workforce identified as 63% female and 37% male. Our broad-based leadership team, including those who manage and lead our stores and those who lead our Company, identified as 60% female and 40% male. With respect to ethnicity, our leadership team identified as 64% Caucasian and 36% non-Caucasian.
Information about our Executive Officers The following table sets forth certain information with respect to our executive officers as of the date of filing this Annual Report on Form 10-K, March 22, 2024: Name Age Position J. Wayne Weaver 89 Chairman of the Board and Director Clifton E. Sifford 70 Vice Chairman of the Board and Director Mark J.
Information about our Executive Officers The following table sets forth certain information with respect to our executive officers as of the date of filing this Annual Report on Form 10-K, March 21, 2025: Name Age Position J. Wayne Weaver 90 Chairman of the Board and Director Clifton E. Sifford 71 Vice Chairman of the Board and Director Mark J.
Worden 50 President and Chief Executive Officer and Director Carl N. Scibetta 65 Senior Executive Vice President - Chief Merchandising Officer Marc A. Chilton 54 Executive Vice President - Chief Operating Officer Patrick C. Edwards 52 Senior Vice President, Chief Financial Officer, Treasurer and Secretary Mr. Weaver has served as Chairman of the Board since March 1988.
Worden 51 President and Chief Executive Officer and Director Carl N. Scibetta 66 Senior Executive Vice President - Chief Merchandising Officer Marc A. Chilton 55 Senior Executive Vice President - Chief Operating Officer Patrick C. Edwards 53 Senior Vice President, Chief Financial Officer, Treasurer and Secretary Mr. Weaver has served as Chairman of the Board since March 1988.
Disciplined Approach to Capital Management We remain focused on funding our normal operations without debt. We ended Fiscal 2023 with no debt and $111.2 million of Cash and Cash Equivalents and Marketable Securities.
Disciplined Approach to Capital Management We remain focused on funding our normal operations without debt. We ended Fiscal 2024 with no debt and $123.1 million of Cash and Cash Equivalents and Marketable Securities.
More information on the Shoe Station acquisition can be found in Note 3 - "Acquisition of Shoe Station" in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K.
More information about the Rogan’s acquisition can be found in Note 3 — “Acquisition of Rogan Shoes” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K.
Nike accounted for approximately 20% of our Net Sales in Fiscal 2023, 14% in Fiscal 2022 and 28% in Fiscal 2021; Skechers accounted for approximately 14% of our Net Sales in Fiscal 2023, 13% in Fiscal 2022 and 11% in Fiscal 2021; and Crocs accounted for approximately 11% of our Net Sales in Fiscal 2023.
Nike accounted for approximately 24% of our Net Sales in Fiscal 2024, 20% in Fiscal 2023 and 14% in Fiscal 2022; Skechers accounted for approximately 13% of our Net Sales in Fiscal 2024, 14% in Fiscal 2023 and 13% in Fiscal 2022; and Crocs accounted for approximately 11% of our Net Sales in both Fiscal 2024 and Fiscal 2023.
Leased Stores Our stores are found in high traffic shopping areas and are generally located in open-air shopping centers. On average, our Shoe Carnival physical stores are approximately 10,900 square feet and carry inventory of approximately 32,500 pairs of shoes per location.
Leased Stores Our stores are found in high traffic shopping areas and are generally located in open-air shopping centers. On average, our physical stores are approximately 11,400 square feet and carry inventory of approximately 28,000 pairs of shoes per location.
Using this information, our merchandise managers meet regularly with vendors to compare product sales and margins and return on inventory investment against previously stated objectives. We believe timely access to key business data has enabled us to drive our comparable store sales, manage our markdown activity and improve inventory turnover.
Using this information, our merchandise managers meet regularly with vendors to compare product sales and margins and return on inventory investment against previously stated objectives. We believe timely access to key business data has enabled us to manage our promotional intensity and positively impact our comparable stores Net Sales and inventory turns.
Chilton served as our Senior Vice President – Store Administration and Development and from March 2019 to February 2020 served as our Senior Vice President – Store Operations and Administration. Mr.
From April 2021 to February 2023, Mr. Chilton served as our Executive Vice President – Chief Retail Operations Officer. From February 2020 to April 2021, Mr. Chilton served as our Senior Vice President – Store Administration and Development and from March 2019 to February 2020 served as our Senior Vice President – Store Operations and Administration. Mr.
Scibetta began his retail career with Wohl Shoe Company in 1980. Mr. Chilton has been employed as Executive Vice President – Chief Operating Officer since February 2023. From April 2021 to February 2023, Mr. Chilton served as our Executive Vice President – Chief Retail Operations Officer. From February 2020 to April 2021, Mr.
Scibetta began his retail career with Wohl Shoe Company in 1980. Mr. Scibetta will be retiring from the Company, effective April 4, 2025. Mr. Chilton has been employed as Senior Executive Vice President – Chief Operating Officer since February 20, 2025. From February 2023 to February 20, 2025, Mr. Chilton served as our Executive Vice President – Chief Operating Officer.
Total capital expenditures are expected to be in a range of $25 million to $35 million in Fiscal 2024 and lower than prior years as the store modernization program nears completion. E-commerce Growth Our e-commerce platform is an extension of our physical stores and is designed to improve our customer’s shopping experience.
Total capital expenditures were $33.2 million in Fiscal 2024 and lower than prior years as our store modernization program was completed. E-commerce Growth Our e-commerce platform is an extension of our physical stores and is designed to improve our customer’s shopping experience.
In Fiscal 2023, our Shoe Perks membership, including Shoe Station customers, grew to 34.5 million members, representing an increase in new customers of 7% compared to Fiscal 2022 year end. In Fiscal 2023, purchases from Shoe Perks members were approximately 71% of our comparable Net Sales through our Shoe Carnival bannered stores.
In Fiscal 2024, our Shoe Perks membership, including Shoe Station and Rogan's customers, grew to 36.8 million members, representing an increase in customers of 7% compared to Fiscal 2023 year end. In Fiscal 2024, purchases from Shoe Perks members were approximately 73% of our comparable stores Net Sales.
We continue to expect our e-commerce platform to be a significant sales channel for us. Our goal is for our e-commerce sales channel to provide between 10% and 15% of enterprise-wide merchandise sales, versus a pre-pandemic 6% in Fiscal 2019. E-commerce sales represented approximately 10% of our merchandise sales in Fiscal 2023 and Fiscal 2022, and 12% in Fiscal 2021.
Our goal is for our e-commerce sales channel to provide between 10% and 15% of enterprise-wide merchandise sales, versus a pre-pandemic 6% in Fiscal 2019.
References to “we,” “us,” “our” and the “Company” in this Annual Report on Form 10-K refer to Shoe Carnival, Inc. and its subsidiaries. Shoe Carnival, Inc. is an Indiana corporation that was initially formed in Delaware in 1993 and reincorporated in Indiana in 1996. References to the “SEC” refer to the United States Securities and Exchange Commission.
Shoe Carnival, Inc. is an Indiana corporation that was initially formed in Delaware in 1993 and reincorporated in Indiana in 1996. References to the “SEC” refer to the United States Securities and Exchange Commission.
We are not aware of any pending claims of infringement or other challenges to our right to use these marks. 11 Environmental We seek to minimize our impact on the environment and reduce our carbon footprint by actively implementing environmentally-friendly processes throughout our business, including energy efficiency initiatives, waste minimization and the use of recycled materials within our supply chain.
Environmental We seek to minimize our impact on the environment by actively implementing environmentally-friendly processes throughout our business, including energy efficiency initiatives, waste minimization and the use of recycled materials within our supply chain.
We have clear policies encouraging strong relationships and protecting open lines of communication with management at every level. This, coupled with our non-retaliation policy, encourages employees to communicate issues and seek immediate redress of those issues if they should arise. We understand the value of diversity at all levels, whether of gender, race, ethnicity, background or experience.
Mandatory annual training for all employees empowers our workforce and instills these virtues into our culture. We have clear policies encouraging strong relationships and protecting open lines of communication with management at every level. This, coupled with our non-retaliation policy, encourages employees to communicate issues and seek immediate redress of those issues if they should arise.
Our physical stores carry shoes in two general categories – athletics and non-athletics with subcategories for men's, women's and children's shoes, as well as a broad range of accessories. Our e-commerce platform offers customers a large assortment of products in all categories of footwear with an increased depth of sizes and colors that may not be available in all stores.
Our e-commerce platform offers customers a large assortment of products in all categories of footwear with an increased depth of sizes and colors that may not be available in all stores.
Our knowledge of these customer preferences, combined with our vendor relationships and distribution process, allows us to react to emerging trends or special events. Information Technology Our proprietary inventory management and advanced point-of-sale (“POS”) systems provide us with the timely information necessary to monitor and control all phases of operations.
Information Technology Our proprietary inventory management and advanced point-of-sale (“POS”) systems provide us with the timely information necessary to monitor and control all phases of operations.
Additionally, the time-conscious customer appreciates the convenience of one-stop shopping for the entire family, whether this occurs at our store locations or through our other omnichannel choices. Competition The retail footwear business is highly competitive. We believe the principal competitive factors in our industry are merchandise selection, price, fashion, quality, location, shopping environment and service.
We believe that by offering a wide selection of popular styles of primarily name brand merchandise at competitive prices, we generate broad customer appeal. Additionally, the time-conscious customer appreciates the convenience of one-stop shopping for the entire family, whether this occurs at our store locations or through our other omnichannel choices. Competition The retail footwear business is highly competitive.
Fiscal Years 2023 2022 2021 2020 2019 Non-Athletics: Women's 26 % 28 % 24 % 22 % 25 % Men's 16 17 14 14 14 Children's 7 7 6 5 5 Total 49 52 44 41 44 Athletics: Women's 15 14 16 18 17 Men's 17 16 20 22 20 Children's 13 12 14 13 14 Total 45 42 50 53 51 Accessories 5 5 5 5 5 Other 1 1 1 1 0 Total 100 % 100 % 100 % 100 % 100 % 5 Our Strategic Growth Initiatives Store Growth Increasing market penetration by adding new stores is a key component of our growth strategy.
Fiscal Years 2024 2023 2022 2021 2020 Non-Athletics: Women's 25 % 26 % 28 % 24 % 22 % Men's 18 16 17 14 14 Children's 7 7 7 6 5 Total 50 49 52 44 41 Athletics: Women's 15 15 14 16 18 Men's 17 17 16 20 22 Children's 12 13 12 14 13 Total 44 45 42 50 53 Accessories 5 5 5 5 5 Other 1 1 1 1 1 Total 100 % 100 % 100 % 100 % 100 % Other Initiatives Store Growth and Modernization In Fiscal 2024, we opened four new Shoe Station branded stores, permanently closed two Shoe Carnival branded stores and acquired 28 Rogan’s stores.
Customer Relationship Management ("CRM") Our CRM program continues to provide valuable customer insights to our business, resulting in more efficient and effective marketing outreach.
E-commerce sales represented approximately 10% of our merchandise sales in each of Fiscal 2024, Fiscal 2023 and Fiscal 2022. 6 Customer Relationship Management (“CRM”) Our CRM program continues to provide valuable customer insights to our business, resulting in more efficient and effective marketing outreach.
("Crocs") collectively accounted for approximately 45% of our Net Sales in Fiscal 2023. Nike and Skechers collectively accounted for approximately 27% in Fiscal 2022 and 39% in Fiscal 2021.
(“Crocs”) collectively accounted for approximately 48% of our Net Sales in Fiscal 2024 and 45% of our Net Sales in Fiscal 2023.
Competitive Pricing For Our Customers Our customer is primarily a value-conscious consumer seeking name brand footwear across all ages, with our Shoe Station banner targeting a higher price point and more suburban customer. We believe that by offering a wide selection of popular styles of primarily name brand merchandise at competitive prices, we generate broad customer appeal.
Competitive Pricing For Our Customers Our Shoe Carnival customer is primarily a value-conscious consumer seeking name brand footwear across all ages, with our Shoe Station and Rogan’s concepts targeting a higher price point and more affluent customer.
Fiscal 2020 is the fiscal year ended January 30, 2021. Fiscal 2023 consisted of 53 weeks while all other years presented and discussed consisted of 52 weeks. References to our store banners “Shoe Carnival” and “Shoe Station” are to the individual banners, not the entire company.
Fiscal 2021 is the fiscal year ended January 29, 2022, Fiscal 2020 is the fiscal year ended January 30, 2021 and Fiscal 2019 is the fiscal year ended February 1, 2020. Fiscal 2023 consisted of 53 weeks while all other years presented and discussed consisted of 52 weeks.
On average, our Shoe Station physical stores are approximately 17,800 square feet and carry an average inventory of 43,100 pairs of shoes per location. More information about our store locations and other properties can be found in PART I, ITEM 2, "Properties" of this Annual Report on Form 10-K.
More information about our store locations and other properties can be found in PART I, ITEM 2, “Properties” of this Annual Report on Form 10-K.
Our store-level training programs provide the foundation for long-term careers and our ability to promote from within. We support the first-time jobs for many of our associates where they gain workforce experiences that may grow into long-term careers.
We support the first-time jobs for many of our associates where they gain workforce experiences that may grow into long-term careers. Currently, nearly all of our general managers and nearly all of our district managers who oversee those general managers were trained, developed and promoted from within.
We compete with department stores, shoe stores, sporting goods stores, e-commerce retailers and mass merchandisers. We compete with most department stores and traditional shoe stores by offering competitive prices. We compete with off-price retailers, mass merchandisers and discount stores by offering a wider and deeper selection of merchandise.
We believe the principal competitive factors in our industry are merchandise selection, price, fashion, quality, location, shopping environment and service. We compete with department stores, shoe stores, sporting goods stores, e-commerce retailers and mass merchandisers. We compete with most department stores and traditional shoe stores by offering competitive prices.
Our Competitive Strengths We believe our operational and financial success is due to a number of key competitive strengths that make our Shoe Carnival and Shoe Station banners destinations of choice for our family channel footwear consumer.
Our Competitive Strengths We believe our operational and financial success is due to a number of key competitive strengths that make our stores destinations of choice for our family channel footwear consumer. 7 Digital Media to Build Brand Awareness Our goal is to communicate a consistent brand image across all aspects of our operations and throughout our marketing strategies.
The table below sets forth our percentage of sales by product category over the last five fiscal years.
The products we offer are a broad mix of footwear for sport, daily activities and special events. The table below sets forth our percentage of sales by product category over the last five fiscal years.
Annually we survey a cross-section of employees on matters involving policy and procedure, organizational structure, operating style, commitment to hiring a competent workforce and commitment to integrity and ethical values.
Individuals who comprise our leadership team, which includes our named executive officers, vice presidents and senior director-level employees, have been employed for an average of 18 years. Annually we survey a cross-section of employees on matters involving policy and procedure, organizational structure, operating style, commitment to hiring a competent workforce and commitment to integrity and ethical values.
We believe these marks are valuable and, accordingly, we intend to maintain the marks and the related registrations.
We believe these marks are valuable and, accordingly, we intend to maintain the marks and the related registrations. We are not aware of any pending claims of infringement or other challenges to our right to use these marks.
See PART II, ITEM 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report on Form 10-K for more information regarding the trends impacting our Fiscal 2023 operating results. 4 Our Banners Shoe Carnival Our Shoe Carnival retail concept has developed over our 45-year history and is differentiated from competitors by our distinctive, fun and promotional marketing efforts.
See PART II, ITEM 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K for more information regarding the trends impacting our Fiscal 2024 operating results.
We have been in business for 45 years and have been a public company subject to SEC reporting requirements since 1993. Since 1993, we have earned a profit in every year except 1995.
We have a proven track record selling branded footwear, such as Nike, Skechers, Crocs, adidas, Puma, HEYDUDE, Converse and Vans, and generating profits without incurring debt. We have been in business for 46 years and have been a public company subject to SEC reporting requirements since 1993. Since 1993, we have earned a profit in every year except 1995.
Shoe Carnival stores combine competitive pricing with a high-energy in-store environment that encourages customer participation. Unique features of our store experience include upbeat music, opportunities for customers to spin our spin-n-win wheel and a mic-person who runs in-store specials.
Unique features of our store experience include upbeat music, opportunities for customers to spin our spin-n-win wheel and a mic-person who runs in-store specials. These specials include contests, games and hot deals of the moment to encourage customers to take immediate advantage of our special, in-store pricing.
As of our Fiscal 2023 year end, we operated 28 stores across six states in the Southeast under the Shoe Station banner, inclusive of the 21 stores acquired and seven additional stores opened since the acquisition. The Shoe Station e-commerce website, www.shoestation.com, went live on our e-commerce platform in early February 2023.
As of our Fiscal 2024 year end, we operated 42 Shoe Station bannered stores across seven states in the Southeast, inclusive of the 21 stores acquired in 2021, 11 additional stores opened since the acquisition and ten stores rebannered in Fiscal 2024, as described below, and offered online shopping at www.shoestation.com.
This marked the first major redesign of our Shoe Carnival website since 2016. We have completed the technology migration for both banners to a single platform hosted by a leading provider. We anticipate these enhancements will increase user engagement and conversion, enhance the ease of navigation and improve overall functionality compared to the legacy website design.
This marked the first major redesign of our Shoe Carnival website since 2016. We have completed the technology migration for both banners to a single platform hosted by a leading provider. We continue to expect our e-commerce platform, which operates both our Shoe Carnival and Shoe Station websites, to be a significant sales channel for us.
Digital Media to Build Brand Awareness Our goal is to communicate a consistent brand image for both of our banners across all aspects of our operations and throughout our marketing strategies. We highlight our banners and the name brands we carry, including specific styles of product, using lifestyle and product imagery to showcase merchandise brands.
We highlight our banners and the name brands we carry, including specific styles of product, using lifestyle and product imagery to showcase merchandise brands.
During Fiscal 2023, 98% of merchandise was received into our Evansville distribution center, with a much smaller percentage of merchandise being either directly drop shipped to customers or sent directly to a store location. Additional information about our Evansville distribution center can be found in PART I, ITEM 2, "Properties" of this Annual Report on Form 10-K.
During Fiscal 2024, over 90% of merchandise was received into our Evansville distribution center, with a much smaller percentage of merchandise being directly drop shipped to customers, sent directly to a store location or received into Rogan’s distribution process.
Although the core merchandise assortment tends to be similar for each store, there are differences between our store banners, and to some extent, there is further differentiation by store under each banner, reflecting each store’s unique demographics and customer preferences.
There are differences in merchandise between our store banners, and, to some extent, there is further differentiation by store under each banner, reflecting each store’s unique demographics and customer preferences. Our knowledge of these customer preferences, combined with our vendor relationships and distribution process, allows us to react to emerging trends or special events.
Our fiscal year is a 52/53 week year ending on the Saturday closest to January 31. Unless otherwise stated, references to years 2023, 2022 and 2021 relate to the fiscal years ended February 3, 2024 ("Fiscal 2023"), January 28, 2023 ("Fiscal 2022") and January 29, 2022 ("Fiscal 2021"), respectively. Fiscal 2019 is the fiscal year ended February 1, 2020.
Unless otherwise stated, references to years 2024, 2023 and 2022 relate to the fiscal years ended February 1, 2025 (“Fiscal 2024”), February 3, 2024 (“Fiscal 2023”) and January 28, 2023 (“Fiscal 2022”), respectively.
Our executive officers serve at the discretion of the Board of Directors. There is no family relationship between any of our Directors or executive officers.
Our executive officers serve at the discretion of the Board of Directors. There is no family relationship between any of our Directors or executive officers. Effective on April 6, 2025, Tanya E. Gordon will succeed Mr. Scibetta as our Executive Vice President – Chief Merchandising Officer. Ms.
Many of our competitors are significantly larger than we are in terms of Net Sales, and many can access the capital markets with greater speed and efficiency than we can. Culture and Human Capital Management We have intentionally built an employee-centric, customer-focused organization designed to compete at the highest levels in the retail industry.
Culture and Human Capital Management We have intentionally built an employee-centric, customer-focused organization designed to compete at the highest levels in the retail industry. Our commitment to, and investment in, a strong performance culture is paramount to our long-term sustainability and success.
Over the last four years, three board members have transitioned, creating opportunity for new directors who have enhanced our diversity. Retention We believe our employee-centric culture not only supports higher levels of execution and performance, but also has led to increased retention of key talent.
Retention We believe our employee-centric culture not only supports higher levels of execution and performance, but also has led to increased retention of key talent. Our store-level training programs provide the foundation for long-term careers and our ability to promote from within.
Number of Employees As of our Fiscal 2023 year end, we had approximately 5,300 employees, of which approximately 3,000 were employed on a part-time basis. The Rogan's acquisition added approximately 600 additional employees as of February 13, 2024. The number of employees fluctuates during the year primarily due to seasonality. None of our employees are represented by a labor union.
More information on our cybersecurity processes can be found in PART I, ITEM 1C, “Cybersecurity” of this Annual Report on Form 10-K. Number of Employees As of our Fiscal 2024 year end, we had approximately 5,500 employees, of which approximately 3,000 were employed on a part-time basis. The number of employees fluctuates during the year primarily due to seasonality.
As of our Fiscal 2023 year end, we operated 400 stores across 35 states and Puerto Rico under our Shoe Carnival and Shoe Station banners. Including e-commerce sales in close proximity to a physical store, our comparable physical stores generated an average of $2.9 million in Net Sales in Fiscal 2023 and approximately $255 in Net Sales per square foot.
Including e-commerce sales in close proximity to a physical store, our comparable physical stores generated an average of $2.8 million in Net Sales in Fiscal 2024 and approximately $246 in Net Sales per square foot. Our fiscal year is a 52/53 week year ending on the Saturday closest to January 31.
Our new store design is viewed as a differentiator by certain strategic vendor partners and has provided us an opportunity to increase access to branded merchandise in the near term. As of Fiscal 2023 year end, approximately 60% of our Shoe Carnival store modernization was complete. We expect to continue to modernize additional Shoe Carnival stores in Fiscal 2024.
In Fiscal 2023 and Fiscal 2022, our capital expenditures were $56.3 million and $77.3 million, respectively, with a primary focus on store modernization and new stores. Our modernized store design has been viewed as a differentiator by certain strategic vendor partners and has provided us an opportunity to increase access to branded merchandise.
As part of our long-term growth strategy, we have invested significantly in customer relationship management (“CRM”) capabilities, e-commerce infrastructure, modernization of our store fleet, and acquisitions as key drivers of profitable growth. Since Fiscal 2019, our Diluted Net Income per Share has increased 84%, Gross Profit margin expanded 570 basis points, and Net Sales grew 13%.
As part of our long-term growth strategy, we have invested, and will continue to invest, significantly in acquisitions, our emerging rebanner strategy, our customer relationship management (“CRM”) capabilities, our e-commerce infrastructure and modernization of our store fleet as key drivers of profitable growth. As of our Fiscal 2024 year end, we operated 430 stores across 36 states and Puerto Rico.
ITEM 1. BUSINESS Our Company Shoe Carnival, Inc. is one of the nation’s largest omnichannel sellers of family footwear. We operate a retail focused business model that aims to deliver the leading footwear shopping experience with the national name brands desired by our customers.
We operate a retail focused business model that aims to deliver the leading footwear shopping experience with the national name brands desired by our customers. Our “bricks” first, omnichannel approach provides customers easy access to our wide assortment of branded footwear for athletics, daily activities and special events via their choice of delivery channel.
These specials include contests, games and hot deals of the moment to encourage customers to take immediate advantage of our special, in-store pricing. As of our Fiscal 2023 year end, we operated 372 Shoe Carnival stores located across 35 states and Puerto Rico and offered online shopping at www.shoecarnival.com.
As of our Fiscal 2024 year end, we operated 360 Shoe Carnival stores located across 35 states and Puerto Rico and offered online shopping at www.shoecarnival.com. Net Sales from our Shoe Carnival banner declined mid-single digits in Fiscal 2024 compared to Fiscal 2023. This decline was in line with our view of family footwear industry trends.
Excluding the Shoe Station operations, which continue to be integrated into our safety culture, the decrease compared to five years ago was 5%. Our strategies to address the ever-expanding complexities of protecting customer and employee data and executing our business strategies in an increasingly digital world continue to advance.
Our strategies to address the ever-expanding complexities of protecting customer and employee data and executing our business strategies in an increasingly digital world continue to advance. Our technology department monitors and regularly tests compliance with our protocols, provides regular updates to employees and management and conducts annual training.
We are firmly committed to providing equal opportunities in all aspects of employment and believe that all individuals should be treated with respect and dignity. Diversity is an 9 important element in our ongoing annual mandatory training for all employees and managers. We do not tolerate harassment or unlawful discrimination of any kind.
Our Workforce We are firmly committed to providing equal opportunities in all aspects of employment and believe that all individuals should be treated with respect and dignity. We are dedicated to attracting, developing, maintaining and supporting an inclusive workforce that includes individuals with a wide range of backgrounds, life experiences and cultures.
Currently, all of the general managers who operate our Shoe Carnival bannered stores and 94% of our district managers who oversee those general managers were trained, developed and promoted from within. As of our Fiscal 2023 year end, of our 32 district managers across both banners, 66% have been employed by us for more than 20 years.
As of our Fiscal 2024 year end, of our 37 district managers, 68% have been employed by us for more than 20 years. The average tenure of our general managers was 14 years as of Fiscal 2024 year end.
Removed
Our "bricks" first, omnichannel approach provides customers easy access to our wide assortment of branded footwear for athletics, daily activities and special events via their choice of delivery channel. We have a proven track record selling branded footwear, such as Nike, Skechers, Crocs, adidas, Puma, HEYDUDE, Converse and Vans, and generating profits without incurring debt.
Added
ITEM 1. BUSINESS Our Company Shoe Carnival, Inc. is one of the nation’s largest omnichannel sellers of footwear for the family, and our goal is to be the leading family footwear retailer in the United States.
Removed
We believe there is potential within our existing markets to grow our store count to over 500 stores in 2028 through both organic and acquired store growth. We believe this opportunity to increase our scale, together with stable operating income margins, will continue to drive shareholder value and our future earnings potential.
Added
References to “Shoe Carnival,” “Shoe Station” and “Rogan’s” are to the individual store sets, not the entire company. References to “we,” “us,” “our” and the “Company” in this Annual Report on Form 10-K refer to Shoe Carnival, Inc. and its subsidiaries.
Removed
Subsequent to year end, on February 13, 2024, we furthered our acquisition strategy by acquiring all of the stock of Rogan Shoes, Incorporated, a Wisconsin corporation ("Rogan's"). Rogan’s adds 28 more physical stores and an additional distribution center to our portfolio.
Added
Our Stores Shoe Carnival Our Shoe Carnival retail concept has developed over our 46-year history and is differentiated from competitors by our distinctive, fun and promotional marketing efforts. Shoe Carnival stores combine competitive pricing with a high-energy in-store environment that encourages customer participation.
Removed
Rogan's will be integrated into our Shoe Station banner and our current plan is to brand and operate these stores using both the Rogan’s and Shoe Station tradenames.

… 35 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

42 edited+5 added−2 removed83 unchanged
Biggest changeDespite our precautionary efforts, our information technology systems are vulnerable from time to time to damage or interruption from, among other things, natural or man-made disasters, technical malfunctions, inadequate systems capacity, power outages, terrorist attacks, computer viruses and security breaches, which may require significant investment to fix or replace. 19 If our primary distribution center is shut down for any reason, if our information technology systems do not operate effectively or if we are the target of attacks or security breaches, we may suffer the loss of critical data, we could incur significantly higher costs and longer lead times associated with distributing our products to our stores, our ability to operate our e-commerce platform may be impacted and we could experience other interruptions or delays to our operations, which could have an adverse effect on our operating and financial performance.
Biggest changeIf our primary distribution center is shut down for any reason, if our information technology systems do not operate effectively or if we are the target of attacks or security breaches, we may suffer the loss of critical data, we could incur significantly higher costs and longer lead times associated with distributing our products to our stores, our ability to operate our e-commerce platform may be impacted and we could experience other interruptions or delays to our operations, which could have an adverse effect on our operating and financial performance.
Future acquisitions involve many risks that could have an adverse effect on our business, results of operations or financial condition, including: • our ability to identify suitable acquisition candidates, prevail against competing potential acquirers and negotiate and consummate acquisitions on terms attractive to us; • any acquired business not achieving anticipated revenues, earnings, cash flow or market share; • the potential loss of key employees, vendors or suppliers of the acquired company or adverse effects on our existing relationships with our vendors and suppliers; • the failure of our due diligence procedures to detect material issues related to the acquired business, including exposure to legal claims for activities of the acquired business prior to the acquisition; • unexpected liabilities resulting from the acquisition for which we may not be adequately indemnified; 18 • the integration of the personnel, operations, logistics, information technologies, communications, purchasing, accounting, marketing, administration and other systems and the establishment of internal controls into the acquired company’s operations; • the diversion of management attention and financial resources from our current operations; • the potential incurrence of debt to fund an acquisition; • any unforeseen management and operational difficulties; and • incorrect estimates made in accounting for acquisitions, incurrence of non-recurring charges and write-offs of significant amounts of goodwill or other assets that could adversely affect our financial results.
Future acquisitions involve many risks that could have an adverse effect on our business, results of operations or financial condition, including: • our ability to identify suitable acquisition candidates, prevail against competing potential acquirers and negotiate and consummate acquisitions on terms attractive to us; • any acquired business not achieving anticipated revenues, earnings, cash flow or market share; 18 • the potential loss of key employees, vendors or suppliers of the acquired company or adverse effects on our existing relationships with our vendors and suppliers; • the failure of our due diligence procedures to detect material issues related to the acquired business, including exposure to legal claims for activities of the acquired business prior to the acquisition; • unexpected liabilities resulting from the acquisition for which we may not be adequately indemnified; • the integration of the personnel, operations, logistics, information technologies, communications, purchasing, accounting, marketing, administration and other systems and the establishment of internal controls into the acquired company’s operations; • the diversion of management attention and financial resources from our current operations; • the potential incurrence of debt to fund an acquisition; • any unforeseen management and operational difficulties; and • incorrect estimates made in accounting for acquisitions, incurrence of non-recurring charges and write-offs of significant amounts of goodwill or other assets that could adversely affect our financial results.
These include, but are not limited to: • changes in the public’s perception of the reputation and brand of the business partner as a result of matters such as its labor and wage standards, business practices or marketing campaigns; • our inability to properly manage a business partner; • any data losses or information security lapses by a business partner that results in the compromise of personal information or the improper use or disclosure of sensitive information; and • any misconduct by a business partner involving matters such as fraud or other improper or unethical activities conducted by the business partner or its non-compliance with our policies and procedures or with laws and regulations, including laws and regulations regarding the use and safeguarding of information, labor practices, environmental, health or safety matters and lobbying or similar activities.
These include, but are not limited to: • changes in the public’s perception of the reputation and brand of the business partner as a result of matters such as its labor and wage standards, business practices or marketing campaigns; • our inability to properly manage a business partner relationship; • any data losses or information security lapses by a business partner that results in the compromise of personal information or the improper use or disclosure of sensitive information; and • any misconduct by a business partner involving matters such as fraud or other improper or unethical activities conducted by the business partner or its non-compliance with our policies and procedures or with laws and regulations, including laws and regulations regarding the use and safeguarding of information, labor practices, environmental, health or safety matters and lobbying or similar activities.
If our security and information systems or the 21 systems of our employees or external business partners are compromised or our employees or external business partners fail to comply with these laws and regulations and this information is obtained by unauthorized persons, or collected or used inappropriately, our reputation, as well as our operations and financial results, could be negatively affected and litigation or regulatory action against us or the imposition of costs, fines or other penalties could also occur.
If our security and information systems or the systems of our employees or external business partners are compromised or our employees or external business partners fail to comply with these laws and regulations and this information is obtained by unauthorized persons, or collected or used inappropriately, our reputation, as well as our operations and financial results, could be negatively affected and litigation or regulatory action against us or the imposition of costs, fines or other penalties could also occur.
Many factors may cause the market price for our common stock to decline, including: • operating results failing to meet the expectations of securities analysts or investors in any quarter; • downward revisions in securities analysts’ estimates; • material announcements by us or our competitors; and • the other risk factors cited in this Annual Report on Form 10-K.
Many factors may cause the market price for our common stock to decline, including: • operating results failing to meet the expectations of securities analysts or investors in any quarter; • downward revisions in securities analysts’ estimates; • material announcements by us or our competitors; and 23 • the other risk factors cited in this Annual Report on Form 10-K.
All of our stores are subject to leases and are primarily located in open-air shopping centers. If we fail to effectively implement our real estate strategies or negotiate appropriate lease terms or if unforeseen changes arise, the consequences could have an adverse effect on our 15 profitability, cash flows and liquidity.
All of our stores are subject to leases and are primarily located in open-air shopping centers. If we fail to effectively implement our real estate strategies or negotiate appropriate lease terms or if unforeseen changes arise, the consequences could have an adverse effect on our profitability, cash flows and liquidity.
Our quarterly results of operations have fluctuated and are expected to continue to fluctuate in the future, primarily as a result of seasonal variances, weather conditions and the timing of sales and costs associated with opening new stores and closing existing stores. We have three distinct peak selling periods: Easter, back-to-school and Christmas.
Our quarterly results of operations have fluctuated and are expected to continue to fluctuate in the future, primarily as a 20 result of seasonal variances, weather conditions and the timing of sales and costs associated with opening new stores and closing existing stores. We have three distinct peak selling periods: Easter, back-to-school and Christmas.
This evolution and structural change has resulted in the bankruptcy and/or reorganization of various footwear specific and other publicly traded retailers. Despite our best efforts to differentiate our business model and processes, our stock price has fluctuated as a result of perceptions of the overall retail environment and investor confidence in the retail sector.
This evolution and structural change have resulted in the bankruptcy and/or reorganization of various footwear specific and other publicly traded retailers. Despite our best efforts to differentiate our business model and processes, our stock price has fluctuated as a result of perceptions of the overall retail environment and investor confidence in the retail sector.
If we become involved in securities class action 23 litigation in the future, it could result in substantial costs and diversion of management attention and resources, thus harming our business. We cannot guarantee that we will continue to make dividend payments or that we will continue to repurchase stock pursuant to our stock repurchase program.
If we become involved in securities class action litigation in the future, it could result in substantial costs and diversion of management attention and resources, thus harming our business. We cannot guarantee that we will continue to make dividend payments or that we will repurchase stock pursuant to our stock repurchase program.
In addition, as we create more opportunities to connect with our customers through our omnichannel initiatives and as we grow the number of our physical stores, we may be unable to hire a sufficient number of qualified personnel or successfully integrate the omnichannel initiatives or new or acquired stores into our business.
In addition, as we create more opportunities to connect 17 with our customers through our omnichannel initiatives and as we grow the number of our physical stores, we may be unable to hire a sufficient number of qualified personnel or successfully integrate the omnichannel initiatives or new or acquired stores into our business.
We fulfill substantially all of our e-commerce orders from our store locations and our primary distribution center. Given that we have one primary distribution center, virtually any technology disruption there could be significant to our operations. Our corporate computer network is essential to our distribution process.
We fulfill substantially all of our e-commerce orders from our store locations and our primary distribution 19 center. Given that we have one primary distribution center, virtually any technology disruption there could be significant to our operations. Our corporate computer network is essential to our distribution process.
The success of an individual store can depend on favorable placement within a given open-air shopping center and the volume of traffic generated by the other destination retailers and the anchor stores in the open-air shopping centers where our stores are located.
The success of an individual store can depend on favorable placement within a given open-air shopping center 16 and the volume of traffic generated by the other destination retailers and the anchor stores in the open-air shopping centers where our stores are located.
Compliance and Litigation Risks Failure to protect the integrity and security of individually identifiable data of our customers and employees could expose us to litigation and damage our reputation. We receive and maintain certain personal, sensitive and confidential information about our customers, vendors and employees.
Compliance and Litigation Risks Failure to protect the integrity and security of individually identifiable data of our customers and employees could expose us to litigation and damage our reputation. We receive and maintain certain personal, sensitive and 21 confidential information about our customers, vendors and employees.
We depend on our key suppliers for merchandise and advertising support and the loss of key suppliers could adversely affect our business. Our business depends upon our ability to purchase fashionable, name brand and other merchandise at competitive prices from our suppliers.
We depend on our key suppliers for merchandise and advertising support and the loss of any of our key suppliers could adversely affect our business. Our business depends upon our ability to purchase fashionable, name brand and other merchandise at competitive prices from our suppliers.
We may experience difficulties in integrating Rogan’s and realizing the expected operating results, synergies, growth opportunities and other benefits of the acquisition. The success of the Rogan’s acquisition will depend, in part, on our ability to realize the expected operating results, synergies, growth opportunities and other benefits from acquiring Rogan’s.
We may experience difficulties in integrating Rogan’s and realizing the expected operating results, synergies, growth opportunities and other benefits of the acquisition. The success of the Rogan’s acquisition will depend, in part, on our ability to realize growth opportunities and achieve other benefits from acquiring Rogan’s.
Reductions in demand for our merchandise during these peak shopping seasons could require us to sell excess inventory at a substantial markdown, which could reduce our Net Sales and margins and negatively affect our 20 profitability.
Reductions in demand for our merchandise during these peak shopping seasons could require us to sell excess inventory at a substantial markdown, which could reduce our Net Sales and margins and negatively affect our profitability.
The success of our growth strategy will depend on a number of other factors, some of which are out of our control, including, among other things: • the acceptance of our banners and concepts in new markets; • our ability to provide adequate distribution to support growth; • our ability to source sufficient levels of inventory; 17 • our ability to resolve downtime or technical issues related to our e-commerce platform, our order management and fulfillment systems and all other related systems that support our omnichannel strategy; • our ability to execute omnichannel advertising and marketing campaigns to effectively communicate our message to our customers and our employees; • our ability to locate suitable store sites and negotiate store leases (for new stores and renewals) on favorable terms; • particularly if we expand into new markets, our ability to open a sufficient number of new stores to provide the critical mass needed for efficient advertising and effective brand recognition; • the availability of financing for capital expenditures and working capital requirements; • our ability to improve costs and timing associated with opening new stores; and • the impact of new stores on sales or profitability of existing stores in the same market.
The success of our growth strategy will depend on a number of other factors, some of which are out of our control, including, among other things: • the acceptance of our banners and concepts in new markets, including as a result of our rebanner strategy; • our ability to provide adequate distribution to support growth; • our ability to source sufficient levels of inventory; • our ability to resolve downtime or technical issues related to our e-commerce platform, our order management and fulfillment systems and all other related systems that support our omnichannel strategy; • our ability to execute omnichannel advertising and marketing campaigns to effectively communicate our message to our customers and our employees; • our ability to locate suitable store sites and negotiate store leases (for new stores and renewals) on favorable terms; • particularly if we expand into new markets, our ability to open a sufficient number of new stores to provide the critical mass needed for efficient advertising and effective brand recognition; • the availability of financing for capital expenditures and working capital requirements; • our ability to improve costs and timing associated with opening new stores; and • the impact of new stores on sales or profitability of existing stores in the same market.
However, we are not obligated to make any purchases under the share repurchase program and the program may be amended, suspended or discontinued at any time. We are controlled by our principal shareholders. J. Wayne Weaver, our Chairman of the Board of Directors, and his spouse together beneficially own approximately 32.8% of our outstanding common stock. In addition, Mr.
However, we are not obligated to make any purchases under the share repurchase program and the program may be amended, suspended or discontinued at any time. We are controlled by our principal shareholders. J. Wayne Weaver, our Chairman of the Board of Directors, and his spouse together beneficially own approximately 33.8% of our outstanding common stock. In addition, Mr.
A number of factors have historically affected, and will continue to affect, our comparable store sales results, including: • competition; • timing of holidays, including sales tax holidays; • general regional and national economic conditions, including inflation; • inclement weather and/or unseasonable weather patterns; • consumer trends, including the impact of higher prices on consumer goods; • the impact of and government response to pandemics; • fashion trends; • changes in our merchandise mix; • our ability to efficiently distribute merchandise; • timing and type of, and customer response to, sales events, promotional activities or other advertising; • the effectiveness of our inventory management; • new merchandise introductions; and • our ability to execute our business strategy effectively.
A number of factors have historically affected, and will continue to affect, our comparable stores Net Sales results, including: • competition; • timing of holidays, including sales tax holidays; • general regional and national economic conditions, including inflation; • inclement weather and/or unseasonable weather patterns; • consumer trends, including the impact of higher prices on consumer goods; • the impact of and government response to pandemics; • fashion trends; • changes in our merchandise mix; • our ability to efficiently distribute merchandise; • timing and type of, and customer response to, sales events, promotional activities or other advertising; • the effectiveness of our inventory management; • new merchandise introductions; and • our ability to execute our business strategy effectively.
Our primary footwear manufacturers are located in China. Any disruption in the supply chain may increase the cost of the goods we purchase, limit our ability to acquire merchandise and decrease our sales and profits. 14 If imported merchandise becomes more expensive or unavailable, the transition to alternative sources may not occur in time to meet our demands.
Our primary footwear manufacturers are located in China. Any disruption in the supply 15 chain may increase the cost of the goods we purchase, limit our ability to acquire merchandise and decrease our sales and profits. If imported merchandise becomes more expensive or unavailable, the transition to alternative sources may not occur in time to meet our demands.
In the future, our results of operations and financial condition may not allow for a dividend to be declared or the Board of Directors may decide not to continue to declare dividends. In addition, our current share repurchase program authorizes the purchase of up to $50 million of our common stock through December 31, 2024.
In the future, our results of operations and financial condition may not allow for a dividend to be declared, or the Board of Directors may decide not to continue to declare dividends. In addition, our current share repurchase program authorizes the purchase of up to $50 million of our common stock through December 31, 2025.
The Board of Directors has the authority to issue preferred stock in one or more series without the approval of the holders of our common stock.
Additionally, the Board of Directors has the authority to issue preferred stock in one or more series without the approval of the holders of our common stock.
Other risks associated with our use of imported goods include: • disruptions in the flow of imported goods because of factors such as electricity or raw material shortages, work stoppages, strikes, political unrest, war, pandemics and natural disasters; • tariffs, import duties, import quotas, anti-dumping duties and other trade sanctions; • modifications to international trade policy and/or existing trade agreements and other changes affecting United States trade relations with other countries; • problems with oceanic shipping, including shipping container shortages and piracy; • port congestion at arrival ports causing delays; • additional oceanic shipping costs to reach non-congested ports; • inland transit costs and delays resulting from port congestion; • economic crises and international disputes; • currency exchange rate fluctuations; • increases in the cost of purchasing or shipping foreign merchandise resulting from the failure to maintain normal trade relations with source countries; • increases in shipping rates imposed by the trans-Pacific shipping cartel; and • compliance with the laws and regulations, and changes to such laws and regulations, in the United States and the countries where our manufacturers are located, including but not limited to requirements relating to shipping security, product safety testing, environmental requirements and anti-corruption laws.
Other risks associated with our use of imported goods include: • disruptions in the flow of imported goods because of factors such as electricity or raw material shortages, work stoppages, strikes, political unrest, war, pandemics and natural disasters; • 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; • tariffs, import duties, import quotas, anti-dumping duties and other trade sanctions; • modifications to international trade policy and/or existing trade agreements and other changes affecting United States trade relations with other countries; • problems with oceanic shipping, including shipping container shortages and piracy; • port congestion at arrival ports causing delays; • additional oceanic shipping costs to reach non-congested ports; • inland transit costs and delays resulting from port congestion; • economic crises and international disputes; • currency exchange rate fluctuations; • increases in the cost of purchasing or shipping foreign merchandise resulting from the failure to maintain normal trade relations with source countries; • increases in shipping rates imposed by the trans-Pacific shipping cartel; and • our non-compliance with the laws and regulations, and changes to such laws and regulations, in the United States and the countries where our manufacturers are located, including but not limited to requirements relating to shipping security, product safety testing, environmental requirements and anti-corruption laws.
If the weather conditions for a particular season vary significantly from those typical for such season, such as an unusually cold early summer or an unusually warm winter, consumer demand for the seasonally appropriate merchandise that we have available in our stores could be adversely affected and negatively impact Net Sales and margins.
If the weather conditions for a particular season vary significantly from those typical for such season, such as an unusually cold early summer or an unusually warm winter, consumer demand for the seasonally appropriate merchandise that we have available in our stores has been in the past, and in the future could be, adversely affected and negatively impact Net Sales and margins.
Three branded suppliers, Nike, Inc., Skechers U.S.A., Inc. and Crocs, Inc. collectively accounted for approximately 45% of our Net Sales in Fiscal 2023. Nike, Inc. and Skechers U.S.A., Inc. collectively accounted for approximately 27% of our Net Sales in Fiscal 2022 and 39% of our Net Sales in Fiscal 2021.
Three branded suppliers, Nike, Inc., Skechers U.S.A., Inc. and Crocs, Inc., collectively accounted for approximately 48% of our Net Sales in Fiscal 2024 and 45% of our Net Sales in Fiscal 2023. Nike, Inc. and Skechers U.S.A., Inc. collectively accounted for approximately 27% of our Net Sales in Fiscal 2022.
Rewards are earned by making purchases and participating in other point earning opportunities that facilitate engagement with our brand. We remain focused on expanding our Shoe Perks enrollment. In Fiscal 2023, purchases from Shoe Perks members were approximately 71% of our comparable Net Sales through our Shoe Carnival bannered stores.
Rewards are earned by making purchases and participating in other point earning opportunities that facilitate engagement with our brand. We remain focused on expanding our Shoe Perks enrollment. In Fiscal 2024, purchases from Shoe Perks members were approximately 73% of our comparable stores Net Sales.
If we are unable to attract and retain quality sales associates and management, embrace automation, such as robot, artificial intelligence, and self-checkout technology, as necessary, or if market conditions or changes to minimum wage laws result in the need for higher wages paid to employees, our ability to meet our growth goals or to sustain expected levels of profitability may be compromised and our financial condition, results of operations and cash flows may be adversely affected.
If we are unable to attract and retain quality sales associates and management, embrace automation, such as robot, artificial intelligence, and self-checkout technology, as necessary, or if market conditions or changes to minimum wage laws result in the need for higher wages paid to employees, our ability to meet our growth goals or to sustain expected levels of profitability may be compromised and our financial condition, results of operations and cash flows may be adversely affected. 22 Financial and Liquidity Risks We will require significant funds to implement our business strategy and meet our other liquidity needs.
A number of factors may affect the level of consumer spending on merchandise that we offer, including, among other things: • war, terrorism, civil unrest, other hostilities and security concerns; • inflation; • the timing and level of government stimulus payments; • energy costs, which affect gasoline and home heating prices; • general economic and industry conditions; • unemployment trends and salaries and wage rates; • the level of consumer debt; • consumer credit availability; • real estate values and foreclosure rates; • consumer confidence in future economic conditions; • interest rates; • health care costs; • tax rates, policies and timing and amounts of tax refunds; and • natural disasters, changing weather patterns and catastrophic events.
Consumer confidence is hypersensitive to a wide variety of influences that may affect the level of consumer spending on merchandise that we offer, including, among other factors: • military conflicts, including war, terrorism, civil unrest, other hostilities and security concerns; • inflation; • the timing and level of government stimulus payments; • energy costs, which affect gasoline and home heating prices; • general economic and industry conditions and recessionary fears; • unemployment trends and salaries and wage rates; • the level of consumer debt; • consumer credit availability; • real estate values and foreclosure rates; • consumer confidence in future economic conditions, including macroeconomic and political uncertainty and instability; • interest rates; • health care costs; • tax rates, policies and timing and amounts of tax refunds; and • natural disasters, changing weather patterns and catastrophic events, including the possibility of a pandemic resurgence.
Reduced consumer demand could result in reduced traffic in our physical stores and to our e-commerce platform, increased selling and promotional expenses and inventory markdowns, and could cause us to close underperforming stores, which could result in higher than anticipated closing costs.
Any adverse change in these factors could result in a decrease in consumer demand for our merchandise. Reduced consumer demand could result in reduced traffic in our physical stores and to our e-commerce platform, increased selling and promotional expenses and inventory markdowns, and could cause us to close underperforming stores, which could result in higher than anticipated closing costs.
If our long-lived assets become impaired, we may need to record significant non-cash impairment charges. Periodically, we review our long-lived assets for impairment whenever economic events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, and certain intangible assets, such as goodwill and non-amortizing tradenames, are evaluated annually regardless of triggering events.
Periodically, we review our long-lived assets for impairment whenever economic events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, and certain intangible assets, such as goodwill and non-amortizing trade names, are evaluated annually regardless of triggering events.
Any breach involving our customer information could harm our reputation or result in liability including, but not limited to, fines, penalties and costs of litigation, any of which could have an adverse effect on our operating results, financial condition and cash flows. 16 A failure to increase sales at our existing stores may adversely affect our stock price and affect our results of operations.
Any breach involving our customer information could harm our reputation or result in liability including, but not limited to, fines, penalties and costs of litigation, any of which could have an adverse effect on our operating results, financial condition and cash flows.
If we are unable to continue to grow our e-commerce sales, our sales, comparable store sales and gross profit may decline, and our stock price may decrease, any of which could negatively impact our results of operations, cash flows and financial condition.
If we are unable to continue to grow our e-commerce sales or effectively manage the impact that rebannering our stores might have on our e-commerce sales channel, our sales, comparable stores Net Sales and Gross Profit may decline, and our stock price may decrease, any of which could negatively impact our results of operations, cash flows and financial condition.
Significant decreases in cash flow from operations could result in our borrowing under the credit agreement to fund 22 operational needs. If we borrow funds under our credit agreement and interest rates materially increase, our financial results could be adversely affected. Continued financial market volatility could have an adverse effect on the sources and costs of financing available to us.
If we borrow funds under our credit agreement and interest rates materially increase, our financial results could be adversely affected. Financial market volatility could have an adverse effect on the sources and costs of financing available to us.
The capital and credit markets have experienced, and may continue to experience, volatility and disruption, which could have the following impacts, among other things: • make obtaining other sources of debt more difficult; and • increase our borrowing costs or limit other potential sources of financing available to us.
The capital and credit markets have experienced, and may continue to experience, volatility and disruption, which could, among other impacts, make obtaining other sources of debt more difficult and increase our borrowing costs or limit other potential sources of financing available to us. If our long-lived assets become impaired, we may need to record significant non-cash impairment charges.
Any of these impacts could have an adverse effect on our growth, business, results of operations and financial condition. We face significant competition in our markets, and we may be unable to compete favorably. The retail footwear industry is highly competitive with few barriers to entry.
In addition, the costs incurred to achieve these results may be greater than what we anticipate. Any of these impacts could have an adverse effect on our growth, business, results of operations and financial condition. We face significant competition in our markets, and we may be unable to compete favorably.
Financial and Liquidity Risks We will require significant funds to implement our business strategy and meet our other liquidity needs. We may not generate sufficient cash flow from operations or obtain sufficient borrowings under our credit agreement to finance our business strategy and meet our other liquidity needs.
We may not generate sufficient cash flow from operations or obtain sufficient borrowings under our credit agreement to finance our business strategy and meet our other liquidity needs. Failure to generate or raise sufficient funds may require us to modify, delay or abandon some of our future growth or expenditure plans.
Our comparable store sales results have fluctuated in the past, and we believe such fluctuations may continue. The unpredictability of our comparable store sales may cause our revenue and results of operations to vary from quarter to quarter and year to year, and an unanticipated decline in revenues or operating income may cause our stock price to fluctuate significantly.
The unpredictability of our comparable stores Net Sales may cause our revenue and results of operations to vary from quarter to quarter and year to year, and declines in Net Sales or Operating Income may cause our stock price to fluctuate significantly.
Our risk factors are categorized as follows: Operational and Strategic Risks, Compliance and Litigation Risks, Human Capital Risks, Financial and Liquidity Risks and Risks Relating to the Ownership of Our Common Stock. 13 Operational and Strategic Risks Adverse impacts on consumer spending may significantly harm our business and impact our promotional strategies and intensity.
Our risk factors are categorized as follows: Operational and Strategic Risks, Compliance and Litigation Risks, Human Capital Risks, Financial and Liquidity Risks and Risks Relating to the Ownership of Our Common Stock. Operational and Strategic Risks A failure to increase sales at our existing stores may adversely affect our stock price and affect our results of operations.
We compete primarily with department stores, shoe stores, sporting goods stores, e-commerce retailers and mass merchandisers. Many of our competitors are significantly larger and have substantially greater resources than we do. Economic pressures or bankruptcies of our competition could result in increased pricing pressures. This competition could adversely affect our results of operations and financial condition in the future.
The retail footwear industry is highly competitive with few barriers to entry. We compete primarily with department stores, shoe stores, 14 sporting goods stores, e-commerce retailers and mass merchandisers. Many of our competitors are significantly larger and have substantially greater resources than we do.
We may not realize the expected operating results from, and planned growth of, our Shoe Station banner. A significant portion of our growth strategy is based on growing our Shoe Station banner.
A significant portion of our growth strategy is based on growing our Shoe Station banner through rebannering stores into Shoe Station stores, acquisitions and organic growth.
We may not be able to successfully integrate Rogan’s operations, logistics, information technologies, communications, purchasing, accounting, marketing, administration and other systems, establish internal controls into Rogan’s operations or retain key Rogan’s employees. Rogan’s may underperform relative to our expectations. Any of these impacts could have an adverse effect on our growth opportunities, business, results of operations and financial condition.
We may not realize further synergies, maintain the synergies gained to date or maintain the operating results realized in Fiscal 2024 from the Rogan’s business, or grow those results in future periods, as Rogan’s may underperform relative to our expectations. Any of these impacts could have an adverse effect on our growth opportunities, business, results of operations and financial condition.
Failure to generate or raise sufficient funds may require us to modify, delay or abandon some of our future growth or expenditure plans. We may utilize our credit agreement to fund working capital, including inventory purchases, and special purpose standby letters of credit, as needed.
We may utilize our credit agreement to fund working capital, including inventory purchases, and special purpose standby letters of credit, as needed. Significant decreases in cash flow from operations could result in our borrowing under the credit agreement to fund operational needs.
Removed
Consumer confidence remains hypersensitive to a variety of uncertain factors, including inflation, recessionary fears, a pandemic resurgence and military conflicts, among other macroeconomic and political uncertainty and instability. Any adverse change in these factors could result in a decrease in consumer demand for our merchandise.
Added
Our comparable stores Net Sales results have fluctuated in the past, and in recent years, our Shoe Carnival banner comparable stores Net sales have declined, and we believe such fluctuations or declines may continue.
Removed
We may not realize these operating results, synergies, growth opportunities or other benefits within the expected time frames, or at all. The acquisition may disrupt our current plans and operations and may negatively impact our relationship with our vendors and other key suppliers.
Added
We may not realize the expected operating results from, and planned growth of, our Shoe Station banner, including planned growth from our rebanner strategy. We have rebannered and are planning to continue to rebanner Shoe Carnival stores to Shoe Station stores where market data indicates the Shoe Station concept may perform better.
Added
Since Fiscal 2019, our Gross Profit margin has expanded and has been a key driver to the overall increase in our profitability.
Added
If our competitors become more promotional than we are, or if we match our competitors’ promotional intensity, and lower margins are not offset with increased sales or lower operating expenses, our results of operations and financial condition may be adversely affected. Adverse impacts on consumer spending may significantly harm our business and impact our promotional strategies and intensity.
Added
Despite our precautionary efforts, our information technology systems are vulnerable from time to time to damage or interruption from, among other things, natural or man-made disasters, technical malfunctions, inadequate systems capacity, power outages, terrorist attacks, computer viruses and security breaches, which may require significant investment to fix or replace.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+0 added−0 removed10 unchanged
Biggest changeWhen these discussions occur, Board members with cybersecurity acumen that are not on the Audit Committee are present and active in those discussions. These cybersecurity reports are provided to our Audit Committee at least annually, and these reports are delivered by our Senior Vice President and Chief Information Officer (“CIO”).
Biggest changeThese cybersecurity reports are provided to our Audit Committee at least annually, and these reports are delivered by our Senior Vice President and Chief Information Officer (“CIO”). Our CIO has over 30 years of experience with our information systems and is versed in cybersecurity frameworks and best practices.
Our key cybersecurity processes are organized into four primary categories: • Outage and access: these processes address system intrusion and credential and password threats and risks; • Payment and loyalty rewards: these processes protect the information of our customers; and • Personal data: these processes protect the payroll and healthcare data of our current and former employees and vendor information. • Vendor partner security: these processes review the infrastructure and security processes of vendor partners that process transactions, provide cloud-based solutions and provide the backbone for our data flow.
Our key cybersecurity processes are organized into four primary categories: • Outage and access: these processes address system intrusion and credential and password threats and risks; • Payment and loyalty rewards: these processes protect the information of our customers; • Personal data: these processes protect the payroll and healthcare data of our current and former employees and vendor information; and • Vendor partner security: these processes review the infrastructure and security processes of vendor partners that process transactions, provide cloud-based solutions and provide the backbone for our data flow.
Process to Access, Identify and Manage Material Risks from Cybersecurity Threats When a cybersecurity incident occurs or we identify a vulnerability, our CIO and our security committee, which is described in more detail under "Governance" above, are responsible for leading the initial risk assessment, and external experts may also be engaged and our Audit Committee or full Board may also be consulted.
Process to Access, Identify and Manage Material Risks from Cybersecurity Threats When a cybersecurity incident occurs or we identify a vulnerability, our CIO and our security committee, which is described in more detail under “Governance” above, are responsible for leading the initial risk assessment, and external experts may also be engaged and our Audit Committee or full Board may also be consulted.
As of February 3, 2024, we have not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, cash flow or financial condition. Even with our current control processes and a continuous improvement mindset, cybersecurity threats constantly evolve.
As of February 1, 2025, we have not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, cash flow or financial condition. Even with our current control processes and a continuous improvement mindset, cybersecurity threats constantly evolve.
See "Risk Factors—We could be adversely affected if our inventory technology systems fail to operate effectively, are disrupted or are compromised", "—Various risks associated with our e-commerce platform may adversely affect our business and results of operations" and "—We outsource certain business processes to third-party vendors and have certain business relationships that subject us to risks, including disruptions to our business and increased costs" in PART I, ITEM 1A of this Annual Report on Form 10-K, which risk factors are incorporated by reference into this section of this Annual Report on Form 10-K. 26
See “Risk Factors—We could be adversely affected if our information technology systems fail to operate effectively, are disrupted or are compromised”, “—Various risks associated with our e-commerce platform may adversely affect our business and results of operations” and “—We outsource certain business processes to third-party vendors and have certain business relationships that subject us to risks, including disruptions to our business and increased costs” in PART I, ITEM 1A of this Annual Report on Form 10-K, which risk factors are incorporated by reference into this section of this Annual Report on Form 10-K. 26
As stated in its charter, our Board of Directors has delegated to the Audit Committee the responsibility for Board-level oversight of cybersecurity risk. As part of its oversight role, the Audit Committee receives reports about our protocols, material threats or incidents and other developments related to cybersecurity.
As stated in its charter, our Board of Directors has delegated to the Audit Committee, which currently includes the Board members with cybersecurity acumen, the responsibility for Board-level oversight of cybersecurity risk. As part of its oversight role, the Audit Committee receives reports about our protocols, material threats or incidents and other developments related to cybersecurity.
We use the National Institute of Standards and Technology Cybersecurity Framework (the "NIST CSF") as a guideline for our cybersecurity framework.
We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a guideline for our cybersecurity framework.
Our CIO has over 30 years of experience with our information systems and is versed in cybersecurity frameworks and best practices. A security committee assists the CIO with developing controls, selecting vendor partners, identifying emerging threats and implementing best practices within our risk-based framework. Our security team is comprised of professionals with cybersecurity certifications and specialized training.
A security committee assists the CIO with developing controls, selecting vendor partners, identifying emerging threats and implementing best practices within our risk-based framework. Our security team is comprised of professionals with cybersecurity certifications and specialized training.

Item 2. Properties

Properties — owned and leased real estate

6 edited+0 added−1 removed1 unchanged
Biggest changeThe following table identifies the number of our stores in each state and Puerto Rico as of our Fiscal 2023 year end: State/Territory State/Territory Alabama 22 New Jersey 1 Arkansas 10 New York 2 Arizona 3 North Carolina 18 Colorado 3 North Dakota 3 Delaware 1 Ohio 18 Florida 31 Oklahoma 7 Georgia 21 Pennsylvania 11 Idaho 4 Puerto Rico 5 Iowa 11 South Carolina 11 Illinois 31 South Dakota 2 Indiana 26 Tennessee 18 Kansas 5 Texas 48 Kentucky 12 Utah 2 Louisiana 11 Virginia 6 Michigan 13 Wisconsin 3 Missouri 22 West Virginia 6 Mississippi 9 Wyoming 1 Montana 1 Total Stores 400 Nebraska 2 27 Distribution Center Our primary 410,000 square foot distribution center is located in Evansville, Indiana.
Biggest changeThe following table identifies the number of our stores in each state and Puerto Rico as of our Fiscal 2024 year end: State/Territory State/Territory Alabama 22 Nebraska 2 Arizona 3 New Jersey 1 Arkansas 10 New York 2 Colorado 3 North Carolina 18 Delaware 1 North Dakota 3 Florida 33 Ohio 18 Georgia 21 Oklahoma 7 Idaho 4 Pennsylvania 10 Illinois 32 Puerto Rico 5 Indiana 26 South Carolina 11 Iowa 11 South Dakota 2 Kansas 5 Tennessee 19 Kentucky 12 Texas 48 Louisiana 11 Utah 2 Michigan 13 Virginia 6 Minnesota 2 West Virginia 6 Mississippi 9 Wisconsin 28 Missouri 22 Wyoming 1 Montana 1 Total Stores 430 27 Distribution Center Our primary 410,000 square foot distribution center is located in Evansville, Indiana.
This facility can support the processing and distribution needs for approximately 470 stores. With additional resources added, including our right to expand the facility by 200,000 square feet, the current location could provide processing capacity for approximately 650 stores. We lease the facility from a third party. The lease expires in 2034.
This facility can support the processing and distribution needs for approximately 470 stores. With additional resources added, including our right to expand the facility by 200,000 square feet, the current location could provide processing capacity for approximately 650 stores. We lease the facility from a third party. The initial lease term expires in 2034 and contains renewal options.
As part of that plan, which was completed in Fiscal 2021, we identified underperforming stores and worked to address these stores' performance 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.
As part of that plan, we identified underperforming stores and worked to address these stores' performance through renegotiation of lease terms, relocation, or closure. While we continue to actively monitor our store portfolio, we do not expect any further significant closures over the next several years.
ITEM 2. PROPERTIES Physical Stores As of our Fiscal 2023 year end, we leased our 400 stores located across 35 states and Puerto Rico. Approximately 96% of the leases for our existing stores provide for fixed minimum rentals and approximately 54% provide for contingent rental payments based upon various specified percentages of sales.
ITEM 2. PROPERTIES Physical Stores As of our Fiscal 2024 year end, we leased our 430 stores located across 36 states and Puerto Rico. Approximately 98% of the leases for our existing stores provide for fixed minimum rentals and approximately 48% provide for contingent rental payments based upon various specified percentages of sales.
Following is a roll forward of our leased locations over the last five years: Historical Store Count Fiscal Years 2023 2022 2021 2020 2019 Stores open at the beginning of the year 397 393 383 392 397 New store openings 5 4 1 4 1 Stores acquired 0 0 21 0 0 Store closings (2 ) 0 (12 ) (13 ) (6 ) Stores open at the end of the year 400 397 393 383 392 Stores relocated 0 0 2 0 4 Over the last several years, we performed a store improvement plan.
Following is a roll forward of our leased locations over the last five years: Historical Store Count Fiscal Years 2024 2023 2022 2021 2020 Stores open at the beginning of the year 400 397 393 383 392 New store openings 4 5 4 1 4 Stores acquired 28 0 0 21 0 Permanently closed (2 ) (2 ) 0 (12 ) (13 ) Stores open at the end of the year 430 400 397 393 383 Stores relocated 2 0 0 2 0 Stores rebannered 10 0 0 0 0 We performed a store improvement plan that was completed in Fiscal 2021.
Certain leases also contain escalation clauses for increases in minimum rentals, operating costs and taxes. Our traditional Shoe Carnival store prototype typically utilizes between 8,000 and 12,000 square feet of leased space and our Shoe Station store prototype utilizes between 12,000 to 20,000 square feet of leased space.
Certain leases also contain escalation clauses for increases in minimum rentals, operating costs and taxes. Our stores utilize between 8,000 and 20,000 square feet of leased space. The sales area comprises substantially all (greater than 80%) of our typical gross store footprint.
Removed
The sales area comprises substantially all (greater than 80%) of our typical gross store footprint.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+0 added−0 removed5 unchanged
Biggest changeThe following table summarizes our repurchase activity during the fourth quarter of Fiscal 2023: Issuer Purchases of Equity Securities Total Number Approximate Of Shares Dollar Value Purchased of Shares Total as Part that May Yet Number Average of Publicly Be Purchased of Shares Price Paid Announced Under Period Purchased (1) per Share Programs (2) Programs (2) October 29, 2023 to November 25, 2023 657 $ 21.62 0 $ 44,555,074 November 26, 2023 to December 30, 2023 0 $ 0.00 0 $ 44,555,074 December 31, 2023 to February 3, 2024 3,153 $ 30.21 0 $ 50,000,000 3,810 0 (1) 3,810 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.
Biggest changeThe following table summarizes our repurchase activity during the fourth quarter of Fiscal 2024: Issuer Purchases of Equity Securities Total Number Approximate Of Shares Dollar Value Purchased of Shares Total as Part that May Yet Number Average of Publicly Be Purchased of Shares Price Paid Announced Under Period Purchased (1) per Share Programs (2) Programs (2) November 3, 2024 to November 30, 2024 0 $ 0.00 0 $ 50,000,000 December 1, 2024 to January 4, 2025 1,706 $ 33.08 0 $ 50,000,000 January 5, 2025 to February 1, 2025 0 $ 0.00 0 $ 50,000,000 1,706 0 (1) 1,706 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.
The 2024 Share Repurchase Program replaced the prior $50.0 million share repurchase program that was authorized in December 2022 and expired in accordance with its terms on December 31, 2023. 29 Credit Agreement's Impact on Share Repurchases and Dividends Our amended and restated credit agreement, dated as of March 23, 2022 (our "Credit Agreement") contains certain restrictions on our ability to pay cash dividends and to repurchase shares of our common stock.
The 2025 Share Repurchase Program replaced the prior $50.0 million share repurchase program that was authorized in December 2023 and expired in accordance with its terms on December 31, 2024. 29 Credit Agreement's Impact on Share Repurchases and Dividends Our amended and restated credit agreement, dated as of March 23, 2022 (our “Credit Agreement”), contains certain restrictions on our ability to pay cash dividends and to repurchase shares of our common stock.
See Note 9 - "Debt" in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for more information regarding the Credit Agreement. ITEM 6 . [RESERVED] 30
See Note 9 - “Debt” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for more information regarding the Credit Agreement. ITEM 6 . [RESERVED] 30
Throughout Fiscal 2023, we issued treasury shares to certain employees upon the vesting of restricted stock units and performance stock units and to our non-employee directors upon the issuance of service-based restricted stock awards.
Throughout Fiscal 2024, we issued treasury shares to certain employees upon the vesting of restricted stock units and performance stock units and to our non-employee directors upon the issuance of service-based restricted stock awards.
Issuer Purchases of Equity Securities We did not repurchase any shares of our common stock under our Board-approved share repurchase program during the fourth quarter of Fiscal 2023.
Issuer Purchases of Equity Securities We did not repurchase any shares of our common stock under our Board-approved share repurchase program during the fourth quarter of Fiscal 2024.
We also repurchased 119,084 shares of common stock as a result of our withholding shares or allowing our employees to deliver shares to us for the income taxes resulting from the vesting of certain share-settled equity awards. We intend to continue issuing shares out of treasury to meet these needs.
We also repurchased 20,833 shares of common stock as a result of our withholding shares or allowing our employees to deliver shares to us for the income taxes resulting from the vesting of certain share-settled equity awards. We intend to continue issuing shares out of treasury to meet these needs.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED S TOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock is quoted on The Nasdaq Stock Market LLC under the trading symbol “SCVL.” As of March 18, 2024, there were approximately 122 holders of record of our common stock.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED S TOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock is quoted on The Nasdaq Stock Market LLC under the trading symbol “SCVL.” As of March 17, 2025, there were approximately 118 holders of record of our common stock.
(2) On December 14, 2023, our Board of Directors authorized the 2024 Share Repurchase Program for up to $50.0 million of our outstanding common stock, effective January 1, 2024 and expiring on December 31, 2024.
(2) On December 11, 2024, our Board of Directors authorized a new share repurchase program (the “2025 Share Repurchase Program”) for up to $50.0 million of our outstanding common stock, effective January 1, 2025 and expiring on December 31, 2025.
On March 13, 2024, the Board of Directors increased the quarterly cash dividend from $0.12 to $0.135 per share, an increase of 12.5%, for the first quarter of Fiscal 2024. The quarterly cash dividend of $0.135 per share will be paid on April 22, 2024 to shareholders of record as of the close of business on April 8, 2024.
On March 12, 2025, the Board of Directors increased the quarterly cash dividend from $0.135 to $0.150 per share, an increase of 11.1%, for the first quarter of Fiscal 2025. The quarterly cash dividend of $0.150 per share will be paid on April 21, 2025 to shareholders of record as of the close of business on April 7, 2025.
We did not sell any unregistered equity securities during Fiscal 2023, 2022 or 2021. Cash Dividends During Fiscal 2023, we paid quarterly cash dividends of $0.10 per share in our first and second fiscal quarters and $0.12 per share in the third and fourth fiscal quarters.
We did not sell any unregistered equity securities during Fiscal 2024, Fiscal 2023 or Fiscal 2022. Cash Dividends During Fiscal 2024, we paid quarterly cash dividends of $0.135 per share for all four fiscal quarters.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

70 edited+44 added−38 removed31 unchanged
Biggest change(In thousands, except per share and operating data) Fiscal years (1) 2023 2022 2021 2020 2019 Income Statement Data: Net sales $ 1,175,882 $ 1,262,235 $ 1,330,394 $ 976,765 $ 1,036,551 Gross profit $ 421,390 $ 468,164 $ 526,787 $ 279,982 $ 311,869 Operating income $ 93,505 $ 146,444 $ 207,654 $ 21,865 $ 54,209 Net income $ 73,348 $ 110,068 $ 154,881 $ 15,991 $ 42,914 Diluted net income per share $ 2.68 $ 3.96 $ 5.42 $ 0.56 $ 1.46 Dividends declared per share $ 0.440 $ 0.360 $ 0.280 $ 0.178 $ 0.168 Balance Sheet Data: Cash and cash equivalents $ 99,000 $ 51,372 $ 117,443 $ 106,532 $ 61,899 Total assets (3) $ 1,042,025 $ 989,781 $ 812,264 $ 642,747 $ 628,374 Long-term debt $ 0 $ 0 $ 0 $ 0 $ 0 Total shareholders’ equity $ 583,389 $ 525,568 $ 452,533 $ 310,176 $ 297,363 Operating Data: Stores open at end of year 400 397 393 383 392 Comparable store sales (2)(4) -8.8 % -11.1 % 35.3 % -5.3 % 1.9 % Square footage of store space at year end (000’s) 4,569 4,505 4,419 4,146 4,220 Average sales per store (000’s) (2)(5)(7) $ 2,897 $ 3,159 $ 3,473 $ 2,503 $ 2,475 Average sales per square foot (2)(6)(7) $ 255 $ 281 $ 321 $ 237 $ 245 (1) Our fiscal year is a 52/53 week year ending on the Saturday closest to January 31.
Biggest change(In thousands, except per share and operating data) Fiscal years (1) (7) 2024 2023 2022 2021 2020 Income Statement Data: Net sales $ 1,202,885 $ 1,175,882 $ 1,262,235 $ 1,330,394 $ 976,765 Gross profit $ 428,794 $ 421,390 $ 468,164 $ 526,787 $ 279,982 Operating income $ 91,152 $ 93,505 $ 146,444 $ 207,654 $ 21,865 Net income $ 73,766 $ 73,348 $ 110,068 $ 154,881 $ 15,991 Diluted net income per share $ 2.68 $ 2.68 $ 3.96 $ 5.42 $ 0.56 Dividends declared per share $ 0.540 $ 0.440 $ 0.360 $ 0.280 $ 0.178 Balance Sheet Data: Cash and cash equivalents $ 108,680 $ 99,000 $ 51,372 $ 117,443 $ 106,532 Total assets $ 1,124,133 $ 1,042,025 $ 989,781 $ 812,264 $ 642,747 Long-term debt $ 0 $ 0 $ 0 $ 0 $ 0 Total shareholders’ equity $ 648,996 $ 583,389 $ 525,568 $ 452,533 $ 310,176 Operating Data: Stores open at end of year 430 400 397 393 383 Comparable stores net sales (2)(3) -3.9 % -8.8 % -11.1 % 35.3 % -5.3 % Square footage of store space at year end (000’s) 4,968 4,569 4,505 4,419 4,146 Average sales per store (000’s) (2)(4)(6) $ 2,766 $ 2,897 $ 3,159 $ 3,473 $ 2,503 Average sales per square foot (2)(5)(6) $ 246 $ 255 $ 281 $ 321 $ 237 (1) Our fiscal year is a 52/53 week year ending on the Saturday closest to January 31.
These estimates and assumptions can impact: (1) lease classification and the related accounting treatment; (2) rent holidays, escalations or deferred lease incentives, which are taken into consideration when calculating straight-line expense; (3) the term over which leasehold improvements for each store are amortized; and (4) the values and lives of adjustments to initial and modified right-of-use assets.
These estimates and assumptions can impact: (1) lease classification and the related accounting treatment; (2) rent holidays, escalations or deferred lease incentives, which are taken into consideration when calculating straight-line expense; (3) the term over which leasehold improvements for each store are amortized; and (4) the values and lives of adjustments to initial and 39 modified right-of-use assets.
These payments include estimates for fixed minimum and contingent rent, estimated reimbursements to landlords for common area maintenance, taxes and insurance and other occupancy related charges. See Note 10 – “Leases” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for further discussion of our lease obligations.
These payments include estimates for fixed minimum and contingent rent, estimated reimbursements to landlords for common area maintenance, taxes and insurance and other occupancy related charges. See Note 11 – “Leases” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for further discussion of our lease obligations.
The resources allocated to projects are subject to near-term changes depending on potential inflationary, supply chain and other macroeconomic impacts. Furthermore, the actual amount of cash required for capital expenditures for store operations depends in part on the number of stores opened, relocated, and remodeled, and the amount of lease incentives, if any, received from landlords.
The resources allocated to projects are subject to near-term changes depending on potential inflationary, supply chain and other macroeconomic impacts. Furthermore, the actual amount of cash required for capital expenditures for store operations depends in part on the number of stores opened, rebannered, relocated and remodeled, and the amount of lease incentives, if any, received from landlords.
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. Non-capital expenditures, such as advertising and payroll incurred prior to the opening of a new store, are charged to expense as incurred.
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. 37 Non-capital expenditures, such as advertising and payroll incurred prior to the opening of a new store, are charged to expense as incurred.
Deferred tax assets and liabilities are measured using the tax rates enacted and expected to be in 39 effect in the years when those temporary differences are expected to reverse. Deferred tax assets are reduced, if necessary, by a valuation allowance to the extent future realization of those tax benefits are uncertain.
Deferred tax assets and liabilities are measured using the tax rates enacted and expected to be in effect in the years when those temporary differences are expected to reverse. Deferred tax assets are reduced, if necessary, by a valuation allowance to the extent future realization of those tax benefits are uncertain.
See Note 9 – “Debt” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for a further discussion of our Credit Agreement and its restrictions.
See Note 10 – “Debt” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for a further discussion of our Credit Agreement and its restrictions.
All of our leases are operating leases. Therefore, how operating leases are recognized throughout the financial statements in accordance with applicable accounting guidance can have a significant impact on our financial condition and results of operations and related disclosures.
Therefore, how operating leases are recognized throughout the financial statements in accordance with applicable accounting guidance can have a significant impact on our financial condition and results of operations and related disclosures.
Our primary uses of cash are normally for working capital, which are principally inventory purchases, investments in our stores, such as new stores, modernization/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 other capital projects, including investments in new systems.
Our primary uses of cash are normally for working capital, which are principally inventory purchases, investments in our stores, such as rebanners and 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 other capital projects, including investments in new systems.
The purchases may be made in the open market or through privately negotiated transactions from time to time through December 31, 2024 and in accordance with applicable laws, rules and regulations. The 2024 Share Repurchase Program may be amended, suspended or discontinued at any time and does not commit us to repurchase shares of our common stock.
The purchases may be made in the open market or through privately negotiated transactions from time to time through December 31, 2025 and in accordance with applicable laws, rules and regulations. The 2025 Share Repurchase Program may be amended, suspended or discontinued at any time and does not commit us to repurchase shares of our common stock.
Unless otherwise stated, references to years 2023, 2022, 2021, 2020 and 2019 relate respectively to the fiscal years ended February 3, 2024, January 28, 2023, January 29, 2022, January 30, 2021 and February 1, 2020. Fiscal 2023 consisted of 53 weeks and fiscal years 2022, 2021, 2020 and 2019 all consisted of 52 weeks.
Unless otherwise stated, references to years 2024, 2023, 2022, 2021 and 2020 relate respectively to the fiscal years ended February 1, 2025, February 3, 2024, January 28, 2023, January 29, 2022 and January 30, 2021. Fiscal 2023 consisted of 53 weeks and fiscal years 2024, 2022, 2021 and 2020 all consisted of 52 weeks.
The 2024 Share Repurchase Program replaced a $50 million share repurchase program that was authorized in December 2022, became effective January 1, 2023 and expired in accordance with its terms on December 31, 2023. Shares totaling 230,696 were repurchased during Fiscal 2023 at a cost of $5.4 million.
The 2025 Share Repurchase Program replaced a $50 million share repurchase program that was authorized in December 2023, became effective January 1, 2024 and expired in accordance with its terms on December 31, 2024. No shares were repurchased during Fiscal 2024 and shares totaling 230,696 were repurchased during Fiscal 2023 at a cost of $5.4 million.
See Note 9 – "Debt" in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for a further discussion of our Credit Agreement and its restrictions.
See Note 10 – “Debt” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for a further discussion of our Credit Agreement and its restrictions.
Therefore, our results of operations may be adversely affected in any quarter in which we incur pre-opening expenses related to the opening of new stores or incur store closing costs related to the closure of existing stores. Store Openings, Closings and Impairment Charges – Impact on Fiscal 2023 and Fiscal 2022 In Fiscal 2023, we opened five new stores.
Therefore, our results of operations may be adversely affected in any quarter in which we incur pre-opening expenses related to the opening of new stores or incur store closing costs related to the closure of existing stores. Store Openings, Closings and Impairment Charges – Impact on Fiscal 2024 and Fiscal 2023 In Fiscal 2024, we opened four new stores.
Comparable store sales include stores that have been open for 13 full months after such stores’ acquisition or grand opening prior to the beginning of the period, including those stores that have been relocated or remodeled. Therefore, stores recently opened, acquired or closed are not included in comparable store sales.
Comparable stores Net Sales include stores that have been open for 13 full months after such stores’ grand opening or acquisition prior to the beginning of the period, including those stores that have been relocated, remodeled or rebannered. Therefore, stores recently opened, acquired or permanently closed are not included in comparable stores Net Sales.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations (the "MD&A") should be read together with our consolidated financial statements and notes to those statements included in PART II, ITEM 8 of this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations (the “MD&A”) should be read together with our consolidated financial statements and notes to those statements included in PART II, ITEM 8 of this Annual Report on Form 10-K.
This section of this Annual Report on Form 10-K generally discusses Fiscal 2023 and Fiscal 2022 and year-over-year comparisons between Fiscal 2023 and Fiscal 2022.
This section of this Annual Report on Form 10-K generally discusses Fiscal 2024 and Fiscal 2023 and year-over-year comparisons between Fiscal 2024 and Fiscal 2023.
See Note 9 – “Debt” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for a further discussion of our Credit Agreement and its covenants. We were in compliance with these covenants as of February 3, 2024.
See Note 10 – “Debt” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for a further discussion of our Credit Agreement and its covenants. We were in compliance with these covenants as of February 1, 2025.
The weighted average discount rate utilized in Fiscal 2023 and Fiscal 2022 was 4.2%. For new leases, renewals or amendments and when we make material investments in leased properties pursuant to our store modernization plan, we make certain estimates and assumptions regarding property values, market rents, property lives, discount rates and probable terms.
The weighted average discount rate utilized in Fiscal 2024 and Fiscal 2023 was 4.7% and 4.2%, respectively. For new leases, renewals or amendments and when we make material investments in leased properties pursuant to our emerging rebanner strategy or store modernization plan, we make certain estimates and assumptions regarding property values, market rents, property lives, discount rates and probable terms.
A more detailed description of the fluctuations among Fiscal 2019 – Fiscal 2022 can be found in our Annual Reports on Form 10-K filed for those previous fiscal years.
A more detailed description of the fluctuations among Fiscal 2020 – Fiscal 2023 can be found in our Annual Reports on Form 10-K filed for those previous fiscal years.
Our cash inflows from financing activities generally reflect stock issuances to employees under our Employee Stock Purchase Plan and borrowings under our Credit Agreement. During Fiscal 2023, net cash used in financing activities was $20.5 million compared to $42.5 million during Fiscal 2022.
Our cash inflows from financing activities generally reflect stock issuances to employees under our Employee Stock Purchase Plan and borrowings under our Credit Agreement. During Fiscal 2024, net cash used in financing activities was $15.3 million compared to $20.5 million during Fiscal 2023.
Our typical physical store carries shoes in two general categories – athletics and non-athletics with subcategories for men's, women's and children's, as well as a broad range of accessories. In addition to our physical stores, our e-commerce platform offers customers the same assortment of merchandise in all categories of footwear with expanded options in certain instances.
Our typical physical store carries shoes in two general categories – athletics and non-athletics with subcategories for men’s, women’s and children’s, as well as a broad range of accessories. In addition to our physical stores, through our e-commerce sales channel, customers can purchase the same assortment of merchandise in all categories of footwear with expanded options in certain instances.
A discussion of Fiscal 2021 and year-over-year comparisons between Fiscal 2022 and Fiscal 2021 that are not included in this Annual Report on Form 10-K can be found in PART II, ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for our fiscal year ended January 28, 2023, filed with the SEC on March 24, 2023.
A discussion of Fiscal 2022 and year-over-year comparisons between Fiscal 2023 and Fiscal 2022 that are not included in this Annual Report on Form 10-K can be found in PART II, ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for our fiscal year ended February 3, 2024, filed with the SEC on March 22, 2024.
During Fiscal 2023 and Fiscal 2022, we did not borrow or repay funds under our Credit Agreement. Letters of credit outstanding were $700,000 at February 3, 2024, and our borrowing capacity was $99.3 million. Our Credit Agreement requires us to maintain compliance with various financial covenants.
During Fiscal 2024 and Fiscal 2023, we did not borrow or repay funds under our Credit Agreement. Letters of credit outstanding were $1.0 million at February 1, 2025, and our borrowing capacity was $99.0 million. Our Credit Agreement requires us to maintain compliance with various financial covenants.
Results of Operations The following table sets forth our results of operations expressed as a percentage of Net Sales for the following fiscal years: 2023 2022 2021 Net sales 100.0 % 100.0 % 100.0 % Cost of sales (including buying, distribution, and occupancy costs) 64.2 62.9 60.4 Gross profit 35.8 37.1 39.6 Selling, general and administrative expenses 27.8 25.5 24.0 Operating income 8.0 11.6 15.6 Interest income (0.2 ) (0.1 ) 0.0 Interest expense 0.0 0.0 0.0 Income before income taxes 8.2 11.7 15.6 Income tax expense 2.0 3.0 4.0 Net income 6.2 % 8.7 % 11.6 % 33 Fiscal 2023 Compared to Fiscal 2022 Net Sales Net Sales were $1.18 billion in Fiscal 2023 and decreased 6.8% compared to Fiscal 2022.
Results of Operations The following table sets forth our results of operations expressed as a percentage of Net Sales for the following fiscal years: 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales (including buying, distribution, and occupancy costs) 64.4 64.2 62.9 Gross profit 35.6 35.8 37.1 Selling, general and administrative expenses 28.0 27.8 25.5 Operating income 7.6 8.0 11.6 Interest and other income (0.5 ) (0.2 ) (0.1 ) Interest expense 0.0 0.0 0.0 Income before income taxes 8.1 8.2 11.7 Income tax expense 2.0 2.0 3.0 Net income 6.1 % 6.2 % 8.7 % 33 Fiscal 2024 Compared to Fiscal 2023 Net Sales Net Sales were $1.2 billion in Fiscal 2024 and increased 2.3%, or $27.0 million, compared to Fiscal 2023.
Liquidity and Capital Resources Our primary sources of liquidity are $111.2 million of Cash, Cash Equivalents and Marketable Securities on hand at the end of Fiscal 2023, cash generated from operations and availability under our $100 million Credit Agreement.
Liquidity and Capital Resources Our primary sources of liquidity are $123.1 million of Cash, Cash Equivalents and Marketable Securities on hand at the end of Fiscal 2024, cash generated from operations and availability under our $100 million Credit Agreement.
Capital Expenditures – Fiscal 2024 Capital expenditures for Fiscal 2024 are expected to be between $25 million and $35 million, with approximately $15 million to $20 million to be used for new stores and modernization and approximately $10 million to $15 million for upgrades to our Evansville distribution center and e-commerce platform, various other store improvements, continued investments in technology and normal asset replacement activities.
Capital Expenditures – Fiscal 2025 Capital expenditures for Fiscal 2025 are expected to be between $45 million and $60 million, with approximately $35 million to $45 million to be used for new and rebannered stores and remodels and approximately $10 million to $15 million for upgrades to our Evansville distribution center and e-commerce platform, various other store improvements, continued investments in technology and normal asset replacement activities.
Share Repurchase Program On December 14, 2023, our Board of Directors authorized a share repurchase program for up to $50 million of our outstanding common stock, effective January 1, 2024 (the “2024 Share Repurchase Program”).
Share Repurchase Program On December 11, 2024, our Board of Directors authorized a share repurchase program for up to $50 million of our outstanding common stock, effective January 1, 2025 (the “2025 Share Repurchase Program”).
To minimize the effect of this fiscal calendar shift on comparable store sales, our reported annual comparable store sales results for Fiscal 2023 compare the 52-week period ended January 27, 2024 to the 52-week period ended January 28, 2023.
To minimize the effect of this fiscal calendar shift on comparable stores Net Sales, our reported annual comparable stores Net Sales results for Fiscal 2023 compare the 52-week period ended January 27, 2024 to the 52-week period ended January 28, 2023, and our comparable stores Net Sales results for fiscal 2024 compare the 52-week period ended February 1, 2025 to the 52-week period ended February 3, 2024.
More information about this acquisition can be found in Note 16 - “Subsequent Events” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K. 31 Comparable Store Sales Comparable store sales is a key performance indicator for us.
More information about this acquisition can be found in Note 3 - “Acquisition of Rogan Shoes” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K. Comparable Stores Net Sales Comparable stores Net Sales is a key performance indicator for us.
Merchandise Inventories as of February 3, 2024 totaled $346.4 million, representing approximately 33% of total assets. Merchandise Inventories as of January 28, 2023 totaled $390.4 million, representing approximately 39% of total assets. Given the significance of inventories to our consolidated financial statements, the determination of net realizable value is a critical accounting estimate.
Merchandise Inventories as of February 1, 2025 totaled $385.6 million, representing approximately 34% of total assets. Merchandise Inventories as of February 3, 2024 totaled $346.4 million, representing approximately 33% of total assets. Given the significance of inventories to our consolidated financial statements, the determination of net realizable value is a critical accounting estimate.
Therefore, stores opened, acquired or closed during the periods indicated are not included in comparable store sales. We include e-commerce sales in our comparable store sales. Due to our omnichannel retailer strategy, we view e-commerce sales as an extension of our physical stores. (5) Average sales per store includes e-commerce sales that are in close proximity to a physical store.
Therefore, stores opened, acquired or closed during the periods indicated are not included in comparable stores Net Sales. We include e-commerce sales in our comparable stores Net Sales. Due to our omnichannel retailer strategy, we view e-commerce sales as an extension of our physical stores.
At the end of this section of this Annual Report on Form 10-K, we have included historical data for the past five fiscal years to facilitate trend analysis of key data reported in our consolidated financial statements and other select operating data. Overview of Our Business Shoe Carnival, Inc. is one of the nation’s largest omnichannel family footwear retailers.
At the end of this section of this Annual Report on Form 10-K, we have included historical data for the past five fiscal years to facilitate trend analysis of key data reported in our consolidated financial statements and other select operating data.
As part of our growth strategy, we may also pursue additional strategic acquisitions of other footwear retailers. 34 Cash Flow - Operating Activities Net cash generated from operating activities was $122.8 million in Fiscal 2023 compared to $50.4 million during Fiscal 2022.
As part of our growth strategy, we have also pursued strategic acquisitions of other footwear retailers. 34 Cash Flow - Operating Activities Net cash generated from operating activities was $102.6 million in Fiscal 2024 compared to $122.8 million during Fiscal 2023.
The initial average inventory investment for the new stores was $1.4 million, capital expenditures were $1.6 million and lease incentives received from our landlord were $212,000. Pre-opening expenses for the five stores opened in Fiscal 2023 included in Cost of Sales and SG&A expenses were approximately $1.2 million, or an average of $237,000 per store.
The initial average inventory investment for the new stores was $1.0 million, capital expenditures were $1.7 million and lease incentives received from our landlord were $480,000. Pre-opening expenses for the four stores opened in Fiscal 2024 included in Cost of Sales and SG&A were approximately $786,000, or an average of $197,000 per store.
Our signage may highlight a vendor’s product offerings or sales promotions, or may highlight seasonal or lifestyle statements by grouping similar footwear from multiple vendors. The Shoe Station banner and retail locations provide a complementary retail platform for us to serve a broader base of family footwear customers in both urban and suburban demographics.
Our signage may highlight a vendor’s product offerings or sales promotions, or may highlight seasonal or lifestyle statements by grouping similar footwear from multiple vendors. The Shoe Station banner and retail locations serve a broader base of footwear customers.
As we are contractually obligated to make lease payments to landlords, estimated future payments to landlords and lease-related charges are expected to be significant in future years and will increase in future years due to expected organic and acquired store growth.
Leases Rent-related payments made in Fiscal 2024 totaled $97.2 million. As we are contractually obligated to make lease payments to landlords, estimated future payments to landlords and lease-related charges are expected to be significant 36 in future years and will increase in future years due to expected organic and acquired store growth.
The initial average inventory investment for the new stores in Fiscal 2023 was $1.0 million, capital expenditures were $1.7 million and lease incentives received from our landlords were $480,000. In Fiscal 2022, we opened four new stores.
The initial average inventory investment for the new stores in Fiscal 2024 was $1.2 million, capital expenditures were $1.3 million and lease incentives received from our landlords were $425,000. In Fiscal 2023, we opened five new stores.
(6) Average sales per square foot includes net e-commerce sales. We include e-commerce sales in our average sales per square foot as a result of our omnichannel retailer strategy. Due to our omnichannel retailer strategy, we view e-commerce sales as an extension of our physical stores.
We generally include e-commerce sales in our comparable stores Net Sales as a result of our omnichannel retailer strategy. Due to our omnichannel retailer 31 strategy, we view e-commerce sales as an extension of our physical stores.
There were no non-cash impairment charges recognized in Fiscal 2023 and Fiscal 2022. In addition to non-cash impairment charges, store closing costs can include fixed asset write-offs, employee severance, 37 lease termination fees, store tear-down and clean-up expenses and acceleration of expenses and deferred lease incentives.
In addition to non-cash impairment charges, store closing costs can include fixed asset write-offs, employee severance, lease termination fees, store tear-down and clean-up expenses and acceleration of expenses and deferred lease incentives. In total, store opening and closing costs impacting SG&A were $616,000 in Fiscal 2024 and $891,000 in Fiscal 2023.
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. 35 Dividends During Fiscal 2023, we paid quarterly cash dividends of $0.10 per share in our first and second fiscal quarters and $0.12 per share in the third and fourth fiscal quarters.
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. Dividends During Fiscal 2024, four quarterly cash dividends of $0.135 per share were approved and paid.
Additional information regarding the Rogan’s acquisition can be found in Note 16 - “Subsequent Events” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K.
Additional information regarding the Rogan’s acquisition, including information on the additional contingent consideration of up to $5.0 million, can be found in Note 3 — “Acquisition of Rogan Shoes” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K.
Recent Accounting Pronouncements See Note 2 — “Summary of Significant Accounting Policies” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for a description of recent accounting pronouncements and related impacts.
Recent Accounting Pronouncements See Note 2 — “Summary of Significant Accounting Policies” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K for a description of recent accounting pronouncements and related impacts. 40 Historical Financial and Operating Data The following historical financial data is included for the convenience of assessing trends in our financial condition and results of operations over the previous five fiscal years.
Assets are grouped and the evaluation performed at the lowest level for which there are identifiable cash flows, which is generally at a store level.
This evaluation includes performing an analysis of the estimated undiscounted future cash flows of the long-lived assets. Assets are grouped and the evaluation performed at the lowest level for which there are identifiable cash flows, which is generally at a store level.
Items classified as pre-opening expenses include rent, freight, advertising, salaries and supplies. During Fiscal 2022, we expended approximately $1.3 million, or an average of $320,000 per store, in pre-opening expenses for the four new stores. Total store closing costs were $83,000 associated with closing two stores in Fiscal 2023 and there were no store closing costs in Fiscal 2022.
Items classified as pre-opening expenses include rent, freight, advertising, salaries and supplies. During Fiscal 2023, we expended $1.2 million, or an average of $237,000 per store, in pre-opening expenses for the five new stores.
To minimize the effect of this fiscal calendar shift on comparable store sales, our reported annual comparable store sales results for Fiscal 2023 compare the 52-week period ended January 27, 2024 to the 52-week period ended January 28, 2023. Net Sales in the 53 rd week of Fiscal 2023 totaled $14.4 million.
The 53 rd week in Fiscal 2023 caused a one-week shift in our fiscal calendar. To minimize the effect of this fiscal calendar shift on comparable stores Net Sales, our reported annual comparable stores Net Sales results for Fiscal 2024 compare the 52-week period ended February 1, 2025 to the 52-week period ended February 3, 2024.
In Fiscal 2022 four quarterly dividends of $0.09 per share were approved and paid. During Fiscal 2023 and Fiscal 2022, we returned $12.2 million and $10.0 million, respectively, in cash to our shareholders through our quarterly dividends.
In Fiscal 2023, we paid quarterly cash dividends of $0.10 per share in our first and second fiscal quarters and $0.12 per share in the third and fourth fiscal quarters. During Fiscal 2024 and Fiscal 2023, we returned $14.7 million and $12.2 million, respectively, in cash to our shareholders through our quarterly dividends.
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. The accounting policies that require more significant judgment are included below.
However, because future events and economic conditions are inherently uncertain, our actual results could differ materially from these estimates. The accounting policies that require more significant judgment are included below.
Goodwill represents the purchase price in excess of fair values assigned to the underlying identifiable net assets of the acquired business. Goodwill and indefinite-lived Intangible Assets are reviewed annually for impairment unless circumstances dictate the need for more frequent assessment. We perform our annual impairment testing as of the first day of the fourth fiscal quarter.
Goodwill and indefinite-lived Intangible Assets are reviewed annually for impairment unless circumstances dictate the need for more frequent assessment. We perform our annual impairment testing as of the first day of the fourth fiscal quarter. Goodwill is reviewed for impairment at our single reporting unit level.
Interest Income and Interest Expense Changes in our interest income and expense increased our income before taxes by $2.0 million in Fiscal 2023 compared to Fiscal 2022. This increase was primarily due to higher interest earned on invested cash balances. Income Taxes The effective income tax rate for Fiscal 2023 was 23.7% compared to 25.2% for Fiscal 2022.
This increase was primarily due to pandemic-related tax credits of $3.0 million associated with our acquisition of Rogan's in February 2024 and also higher interest earned on invested cash balances. Income Taxes The effective income tax rate for Fiscal 2024 was 24.3% compared to 23.7% for Fiscal 2023.
The 21 original Shoe Station stores acquired and the www.shoestation.com e-commerce site that went live in early February 2023 were included in comparable store sales calculations beginning in the first quarter of Fiscal 2023. The 53 rd week in Fiscal 2023 caused a one-week shift in our fiscal calendar.
E-commerce sales channels associated with a physical store acquisition will not be included in comparable stores Net Sales until the initial physical stores are included. The 21 original Shoe Station stores acquired and the www.shoestation.com e-commerce site that went live in early February 2023 were included in comparable stores Net Sales calculations beginning in first quarter 2023.
Valuation of Long-Lived Assets – Long-lived assets, such as property and equipment subject to depreciation and right-of-use assets arising from our leased properties, are evaluated for impairment on a periodic basis if events or circumstances indicate the carrying value may not be recoverable. This evaluation includes performing an analysis of the estimated undiscounted future cash flows of the long-lived assets.
Material changes in the factors noted above could have a significant impact on the actual net realizable value of our inventory and our reported operating results. 38 Valuation of Long-Lived Assets – Long-lived assets, such as Property and Equipment subject to depreciation and right-of-use assets arising from our leased properties, are evaluated for impairment on a periodic basis if events or circumstances indicate the carrying value may not be recoverable.
The decrease in net cash used in financing activities was primarily due to the repurchase of $5.4 million of shares in Fiscal 2023, compared to the repurchase of $30.5 million of shares in Fiscal 2022, associated with our Board of Directors’ authorized share repurchase program.
The decrease in net cash used in financing activities was primarily due to the repurchase of $5.4 million of shares in Fiscal 2023 under our Board of Directors’ authorized share repurchase program compared to none in Fiscal 2024 and the decrease in shares surrendered by employees to pay taxes on stock-based compensation awards, partially offset by increased dividend payments.
Subsequent to Fiscal 2023 year end, we acquired Rogan's and paid cash totaling approximately $45 million on the closing date of the acquisition. We believe our resources will be sufficient to fund our cash needs, as they arise, for at least the next 12 months.
We believe our resources will be sufficient to fund our cash needs, as they arise, for at least the next 12 months.
On December 3, 2021, we began operating under two banners: Shoe Carnival and Shoe Station. Our objective is to be the omnichannel retailer-of-choice for on-trend branded footwear for the entire family. Our product assortment, whether shopping in a physical store or on our e-commerce platform, includes dress and casual shoes, sandals, boots and a wide assortment of athletic shoes.
Our goal is to be the leading family footwear retailer in the United States. Our product assortment, whether shopping in a physical store or through our e-commerce sales channel, is primarily branded footwear and includes dress and casual shoes, sandals, boots and a wide assortment of athletic shoes.
See Note 10 – “Leases” in our Notes to Consolidated Financial Statements included in PART II, ITEM 8 of this Annual Report on Form 10-K for further discussion. 40 (4) Comparable store sales for the periods indicated include stores that have been open for 13 full months after such stores’ acquisition or grand opening prior to the beginning of the period, including those stores that have been relocated or remodeled.
(3) Comparable stores Net Sales for the periods indicated include stores that have been open for 13 full months after such stores’ acquisition or grand opening prior to the beginning of the period, including those stores that have been rebannered, relocated or remodeled.
(Unaudited, in thousands, except per share amounts) Fiscal 2023 First Quarter Second Quarter Third Quarter Fourth Quarter (2) Net sales $ 281,184 $ 294,615 $ 319,914 $ 280,169 Gross profit 98,517 105,465 117,701 99,707 Operating income 20,939 24,662 27,935 19,969 Net income 16,526 19,441 21,861 15,520 Net income per share – Diluted 1 $ 0.60 $ 0.71 $ 0.80 $ 0.57 36 Fiscal 2022 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 317,527 $ 312,268 $ 341,661 $ 290,779 Gross profit 112,863 113,130 130,849 111,322 Operating income 35,384 38,789 43,577 28,694 Net income 26,897 28,909 32,652 21,610 Net income per share – Diluted 1 $ 0.95 $ 1.04 $ 1.18 $ 0.79 1) Per share amounts are computed independently for each of the quarters presented.
(Unaudited, in thousands, except per share amounts) Fiscal 2024 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 300,365 $ 332,696 $ 306,885 $ 262,939 Gross profit 106,800 119,943 110,382 91,669 Operating income 22,507 30,079 24,529 14,037 Net income 17,286 22,573 19,242 14,665 Net income per share – Diluted 1 $ 0.63 $ 0.82 $ 0.70 $ 0.53 Fiscal 2023 First Quarter Second Quarter Third Quarter Fourth Quarter (2) Net sales $ 281,184 $ 294,615 $ 319,914 $ 280,169 Gross profit 98,517 105,465 117,701 99,707 Operating income 20,939 24,662 27,935 19,969 Net income 16,526 19,441 21,861 15,520 Net income per share – Diluted 1 $ 0.60 $ 0.71 $ 0.80 $ 0.57 1) Per share amounts are computed independently for each of the quarters presented.
(7) In fiscal years 2021, 2020 and 2019, average sales per store and average sales per square foot include only Shoe Carnival banner stores.
Due to our omnichannel retailer strategy, we view e-commerce sales as an extension of our physical stores. (6) In fiscal years 2021 and 2020, average sales per store and average sales per square foot include only Shoe Carnival banner stores.
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. 38 Valuation of Goodwill and Intangible Assets – Our indefinite-lived assets include Goodwill and non-amortizing Intangible Assets (trade name) resulting from the acquisition of Shoe Station in Fiscal 2021.
Assets subject to impairment are adjusted to estimated fair value and, if applicable, an impairment loss is recorded in SG&A. 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.
The increase was primarily attributable to higher cash and lower Accounts Payable balances, partially offset by lower Merchandise Inventories levels. Our current ratio was 3.8 as of February 3, 2024, compared to 3.0 as of January 28, 2023. Cash Flow - Investing Activities Our cash outflows for investing activities are normally for capital expenditures.
Our current ratio was 4.1 as of February 1, 2025, compared to 3.8 as of February 3, 2024. Cash Flow - Investing Activities Our cash outflows for investing activities are normally for capital expenditures.
Significant changes in our estimates and assumptions could affect our fair value calculations. Our estimate of fair value exceeded the carrying amounts and therefore resulted in no impairment. Leases – We lease our retail stores, our Evansville distribution center and office space for our Southern office. We also enter into leases of equipment, copiers and billboards.
We performed these assessments on November 3, 2024 and our estimate of fair values exceeded the carrying amounts; therefore, no impairments were recorded. Leases – We lease our retail stores, our Evansville distribution center and office space for our Southern office. We also enter into leases of equipment and other assets. Substantially all of our leases are operating leases.
The Shoe Station concept targets a more affluent family footwear customer and has a strong track record of capitalizing on emerging footwear fashion trends and introducing new brands. Due to the larger average size of our Shoe Station stores and the targeted, more affluent customer, these locations provide for a primary destination shopping experience.
The Shoe Station concept targets a more affluent footwear customer, and its product assortment includes higher end athletics and non-athletics shoes and more accessories. Shoe Station has a strong track record of capitalizing on emerging footwear fashion trends and introducing new brands.
In total, store opening and closing costs impacting SG&A expenses were $0.9 million in Fiscal 2023 and $1.0 million in Fiscal 2022. Store opening and closing costs included in Cost of Sales were expenses of $376,000 in Fiscal 2023 and $178,000 in Fiscal 2022. Critical Accounting Policies We use judgment in reporting our financial results.
Store opening and closing costs included in Cost of Sales were expenses of $298,000 in Fiscal 2024 and $376,000 in Fiscal 2023. 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.
The increase in operating cash flow was primarily driven by reduced inventory purchases, partially offset by decreased Net Income in Fiscal 2023 compared to Fiscal 2022. Working capital increased on a year-over-year basis and totaled $353.5 million at February 3, 2024 compared to $312.4 million at January 28, 2023.
Working capital increased on a year-over-year basis and totaled $405.7 million at February 1, 2025 compared to $353.5 million at February 3, 2024. The increase was primarily attributable to higher Merchandise Inventories and Accounts Receivable, primarily due to the acquisition of Rogan's, higher cash balances and lower Accounts Payable, partially offset by an increase in Accrued and Other Liabilities.
Merchandise margin decreased 90 basis points, reflecting an increase in promotional intensity and shifting product mix. Buying, distribution and occupancy costs (“BDO”) were lower in Fiscal 2023 compared to Fiscal 2022; however, BDO decreased gross profit margin by 40 basis points due to the lower Net Sales in Fiscal 2023.
Gross profit margin in Fiscal 2024 decreased 20 basis points compared to Fiscal 2023, primarily due to higher buying, distribution and occupancy costs (“BDO”) from operating more stores, partially offset by a 10 basis point increase in merchandise margins.
We generally include e-commerce sales in our comparable store sales as a result of our omnichannel retailer strategy. Due to our omnichannel retailer strategy, we view e-commerce sales as an extension of our physical stores. E-commerce platforms associated with a physical store acquisition will not be included in comparable store sales until the initial physical stores are included.
(4) Average sales per store includes e-commerce sales that are in close proximity to a physical store. (5) Average sales per square foot includes net e-commerce sales. We include e-commerce sales in our average sales per square foot as a result of our omnichannel retailer strategy.
The comparable store sales decline resulted from an approximate 9% decrease in traffic in our physical stores, with the most significant decreases in physical stores that serve a lower income demographic and more urban market. Net Sales through our e-commerce sales channel were also 7.7.% lower than in Fiscal 2022.
The comparable stores Net Sales decline resulted primarily from an approximate 5% decrease in traffic in our physical stores resulting in an approximate 6% decrease in units sold. E-commerce sales were approximately 10% of merchandise sales in both Fiscal 2024 and Fiscal 2023.
As a percentage of Net Sales, SG&A was 27.8% in Fiscal 2023 compared to 25.5% in Fiscal 2022. Fiscal 2023 SG&A included $0.8 million of transaction costs related to the Rogan's acquisition.
While Rogan’s costs were an additional expense in Fiscal 2024 compared to Fiscal 2023, those cost increases were mitigated by synergies captured during Fiscal 2024 from our accelerated integration of Rogan’s. As a percentage of Net Sales, SG&A were 28.0% in Fiscal 2024, compared to 27.8% in Fiscal 2023.
More information about this acquisition can be found in Note 3 - "Acquisition of Shoe Station" in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K. Subsequent to Fiscal 2023 year end, on February 13, 2024, we acquired all the stock of Rogan Shoes, Incorporated ("Rogan's").
Additional information can be found in Note 4 — “Fair Value Measurements” in our Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this Annual Report on Form 10-K. Cash Flow - Financing Activities Our cash outflows for financing activities are typically for cash dividend payments, share repurchases or payments on our Credit Agreement.
The primary driver of the lower EPS in Fiscal 2023 compared to Fiscal 2022 was an $86.4 million, or 6.8%, decline in Net Sales, with our Shoe Carnival banner down 7.8%, offset by a 4.5% increase from our Shoe Station banner.
Gross Profit Gross Profit was $428.8 million in Fiscal 2024, an increase of $7.4 million compared to Fiscal 2023, primarily due to the $27.0 million increase in Net Sales. Gross profit margin in Fiscal 2024 was 35.6% compared to 35.8% in Fiscal 2023.
Removed
We have included certain comparisons in this MD&A between Fiscal 2023 and Fiscal 2019 to provide further context regarding our Fiscal 2023 results of operations.
Added
Overview of Our Business Shoe Carnival, Inc. is one of the nation’s largest omnichannel sellers of footwear for the family. On December 3, 2021, we began operating under two banners: Shoe Carnival and Shoe Station.
Removed
We believe our distinctive shopping experiences give us various competitive advantages, including the building of a loyal, repeat customer base; the creation of word-of-mouth advertising; and enhanced sell-through of in-season goods. Recent Acquisitions On December 3, 2021, we acquired the physical stores and substantially all of the other assets and liabilities of Shoe Station, Inc.
Added
We furthered our acquisition strategy by acquiring all of the stock of Rogan Shoes, Incorporated (“Rogan’s”) in February 2024, which added 28 physical stores (25 in Wisconsin, 2 in Minnesota, and 1 in Illinois) to our portfolio, positioned us as the market leader in Wisconsin and established a store base in Minnesota, creating additional expansion opportunities.
Removed
("Shoe Station"), a privately-held, family-owned shoe retailer. The Shoe Station assets were acquired for approximately $70.4 million, funded with cash on hand. We continue to operate the original 21 locations acquired under the Shoe Station banner and have opened seven new Shoe Station bannered stores since the acquisition.
Added
Recent Acquisition On February 13, 2024, we acquired all of the stock of Rogan's, a privately-held 53-year-old work and family footwear company incorporated in Wisconsin, for an adjusted purchase price of $44.8 million, net of $2.2 million of cash acquired, which was paid with cash on hand.
Removed
Net Sales attributed to the Shoe Station banner were $104.5 million and $99.9 million in Fiscal 2023 and Fiscal 2022, respectively, and $16.6 million from the acquisition date through January 29, 2022.
Added
Additional consideration of up to $5.0 million may be paid by the Company subject to the achievement of three-year growth targets. Net sales from our Rogan’s operations were $80.3 million in Fiscal 2024.
Removed
Executive Summary In Fiscal 2023, our results were impacted by continuing inflation, higher interest rates, and reduced tax refunds. These economic factors particularly impacted our Shoe Carnival banner and its lower income customers and more urban markets. Our Diluted Net Income per Share ("EPS") earned in Fiscal 2023 was $2.68 compared to $3.96 earned in Fiscal 2022.
Added
All of Rogan’s sales are excluded from our comparable stores Net Sales. Our fiscal year is a 52/53 week year ending on the Saturday closest to January 31. Fiscal 2023 consisted of the 53 weeks ended February 3, 2024, while Fiscal 2024 consisted of the 52 weeks ended February 1, 2025.

… 72 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed1 unchanged
Biggest changeWe had no borrowings under our credit agreement during Fiscal 2023.
Biggest changeWe had no borrowings under our credit agreement during Fiscal 2024.

Other SCVL 10-K year-over-year comparisons