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x
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Commission File Number:
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0-21360
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Shoe Carnival, Inc.
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(Exact name of registrant as specified in its charter)
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Indiana
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35-1736614
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification Number)
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7500 East Columbia Street
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Evansville, IN
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47715
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(Address of principal executive offices)
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(Zip code)
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(812) 867-6471
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(Registrant's telephone number, including area code)
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NOT APPLICABLE
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(Former name, former address and former fiscal year, if changed since last report)
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x
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Yes
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o
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No
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x
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Yes
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o
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No
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o
Large accelerated filer
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x
Accelerated filer
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o
Non-accelerated filer
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o
Smaller reporting company
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o
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Yes
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x
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No
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Page
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Part I
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Financial Information
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Item 1.
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Financial Statements (Unaudited)
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3
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4
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5
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6
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7
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Item 2.
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13
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Item 3.
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20
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Item 4.
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20
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Part II
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Other Information
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Item 1A.
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21
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Item 2.
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21
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Item 6.
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21
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23
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ITEM 1.
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FINANCIAL STATEMENTS
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(In thousands)
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April 28,
2012
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January 28,
2012
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April 30,
2011
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|||||||||
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Assets
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||||||||||||
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Current Assets:
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||||||||||||
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Cash and cash equivalents
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$ | 92,291 | $ | 70,602 | $ | 69,053 | ||||||
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Accounts receivable
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4,197 | 2,621 | 1,210 | |||||||||
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Merchandise inventories
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243,260 | 237,655 | 218,260 | |||||||||
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Deferred income tax benefit
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2,562 | 2,496 | 3,798 | |||||||||
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Other
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4,044 | 2,887 | 3,512 | |||||||||
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Total Current Assets
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346,354 | 316,261 | 295,833 | |||||||||
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Property and equipment-net
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72,168 | 69,232 | 64,323 | |||||||||
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Other
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1,005 | 1,069 | 1,448 | |||||||||
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Total Assets
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$ | 419,527 | $ | 386,562 | $ | 361,604 | ||||||
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Liabilities and Shareholders' Equity
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Current Liabilities:
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||||||||||||
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Accounts payable
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$ | 68,654 | $ | 61,238 | $ | 54,920 | ||||||
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Accrued and other liabilities
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23,778 | 14,522 | 20,144 | |||||||||
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Total Current Liabilities
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92,432 | 75,760 | 75,064 | |||||||||
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Deferred lease incentives
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15,301 | 12,964 | 9,049 | |||||||||
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Accrued rent
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6,415 | 6,029 | 5,285 | |||||||||
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Deferred income taxes
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1,381 | 1,930 | 1,127 | |||||||||
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Deferred compensation
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6,575 | 6,054 | 5,579 | |||||||||
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Other
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212 | 141 | 1,373 | |||||||||
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Total Liabilities
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122,316 | 102,878 | 97,477 | |||||||||
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Shareholders' Equity:
|
||||||||||||
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Common stock, $.01 par value, 50,000 shares authorized, 20,478, 20,478 and 20,480 shares issued, respectively
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205 | 205 | 205 | |||||||||
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Additional paid-in capital
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64,575 | 67,574 | 67,998 | |||||||||
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Retained earnings
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233,255 | 222,235 | 205,772 | |||||||||
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Treasury stock, at cost, 73, 391 and 611 shares, respectively
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(824 | ) | (6,330 | ) | (9,848 | ) | ||||||
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Total Shareholders' Equity
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297,211 | 283,684 | 264,127 | |||||||||
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Total Liabilities and Shareholders' Equity
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$ | 419,527 | $ | 386,562 | $ | 361,604 | ||||||
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(In thousands, except per share data)
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Thirteen
Weeks Ended
April 28, 2012
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Thirteen
Weeks Ended
April 30, 2011
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||||||
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Net sales
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$ | 222,613 | $ | 198,450 | ||||
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Cost of sales (including buying,
distribution and occupancy costs)
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154,074 | 136,690 | ||||||
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Gross profit
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68,539 | 61,760 | ||||||
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Selling, general and administrative
expenses
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50,562 | 45,625 | ||||||
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Operating income
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17,977 | 16,135 | ||||||
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Interest income
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(16 | ) | (28 | ) | ||||
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Interest expense
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68 | 61 | ||||||
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Income before income taxes
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17,925 | 16,102 | ||||||
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Income tax expense
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6,905 | 6,183 | ||||||
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Net income
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$ | 11,020 | $ | 9,919 | ||||
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Net income per share:
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||||||||
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Basic
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$ | 0.54 | $ | 0.51 | ||||
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Diluted
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$ | 0.54 | $ | 0.50 | ||||
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Common Stock
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Additional
Paid-In
|
Retained | Treasury | |||||||||||||||||||||||||
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(In thousands)
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Issued
|
Treasury
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Amount
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Capital
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Earnings
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Stock
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Total
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|||||||||||||||||||||
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Balance at January 28, 2012
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20,478 | (391 | ) | $ | 205 | $ | 67,574 | $ | 222,235 | $ | (6,330 | ) | $ | 283,684 | ||||||||||||||
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Stock option exercises
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94 | (494 | ) | 1,522 | 1,028 | |||||||||||||||||||||||
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Stock-based compensation income tax benefit
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787 | 787 | ||||||||||||||||||||||||||
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Employee stock purchase plan purchases
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4 | 8 | 61 | 69 | ||||||||||||||||||||||||
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Restricted stock awards
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220 | (3,923 | ) | 3,923 | 0 | |||||||||||||||||||||||
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Stock-based compensation expense
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623 | 623 | ||||||||||||||||||||||||||
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Net income
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11,020 | 11,020 | ||||||||||||||||||||||||||
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Balance at April 28, 2012
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20,478 | (73 | ) | $ | 205 | $ | 64,575 | $ | 233,255 | $ | (824 | ) | $ | 297,211 | ||||||||||||||
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(In thousands)
|
Thirteen
Weeks Ended
April 28, 2012
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Thirteen
Weeks Ended
April 30, 2011
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||||||
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Cash Flows From Operating Activities
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||||||||
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Net income
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$ | 11,020 | $ | 9,919 | ||||
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Adjustments to reconcile net income to net cash provided by operating activities:
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||||||||
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Depreciation and amortization
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3,831 | 3,493 | ||||||
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Stock-based compensation
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692 | 1,225 | ||||||
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Loss on retirement of assets
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13 | 119 | ||||||
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Deferred income taxes
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(614 | ) | 935 | |||||
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Lease incentives
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2,660 | 1,212 | ||||||
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Other
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396 | 352 | ||||||
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Changes in operating assets and liabilities:
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||||||||
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Accounts receivable
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(1,576 | ) | 341 | |||||
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Merchandise inventories
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(5,605 | ) | (5,331 | ) | ||||
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Accounts payable and accrued liabilities
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12,932 | 2,248 | ||||||
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Other
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4,955 | 2,516 | ||||||
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Net cash provided by operating activities
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28,704 | 17,029 | ||||||
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Cash Flows From Investing Activities
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||||||||
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Purchases of property and equipment
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(8,545 | ) | (6,872 | ) | ||||
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Proceeds from sale of property and equipment
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0 | 4 | ||||||
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Net cash used in investing activities
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(8,545 | ) | (6,868 | ) | ||||
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Cash Flows From Financing Activities
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||||||||
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Proceeds from issuance of stock
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1,097 | 118 | ||||||
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Excess tax benefits from stock-based compensation
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433 | 1,211 | ||||||
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Purchase of treasury stock
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0 | (2,630 | ) | |||||
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Net cash provided by (used in) financing activities
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1,530 | (1,301 | ) | |||||
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Net increase in cash and cash equivalents
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21,689 | 8,860 | ||||||
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Cash and cash equivalents at beginning of period
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70,602 | 60,193 | ||||||
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Cash and Cash Equivalents at End of Period
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$ | 92,291 | $ | 69,053 | ||||
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Supplemental disclosures of cash flow information:
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||||||||
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Cash paid during period for interest
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$ | 69 | $ | 59 | ||||
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Cash paid during period for income taxes
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$ | 1,036 | $ | 324 | ||||
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Capital expenditures incurred but not yet paid
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$ | 1,059 | $ | 798 | ||||
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·
|
The number of shares reserved and available for issuance;
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·
|
The number of shares that may be granted to a plan participant in a calendar year;
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·
|
The number of shares subject to outstanding equity awards;
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·
|
The exercise prices of outstanding equity awards; and
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·
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The annual earnings per diluted share targets associated with our outstanding performance-based restricted stock awards.
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(In thousands except per share data)
|
Thirteen
Weeks Ended
April 28, 2012
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Thirteen
Weeks Ended
April 30, 2011
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||||||
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Numerator
|
||||||||
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Net income
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$ | 11,020 | $ | 9,919 | ||||
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Less amount allocable to participating securities
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198 | 0 | ||||||
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Net income available for basic common shares
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10,822 | 9,919 | ||||||
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Adjustment for dilutive potential common shares
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0 | 0 | ||||||
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Net income available for diluted common shares
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$ | 10,822 | $ | 9,919 | ||||
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Denominator
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||||||||
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Weighted average common shares – basic
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19,880 | 19,309 | ||||||
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Adjustment for dilutive potential common shares
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91 | 481 | ||||||
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Weighted average common shares – diluted
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19,971 | 19,790 | ||||||
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Net income per common share
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||||||||
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Basic
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$ | 0.54 | $ | 0.51 | ||||
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Diluted
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$ | 0.54 | $ | 0.50 | ||||
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·
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Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
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·
|
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and
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·
|
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
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(In thousands)
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Quoted Prices
in Active Markets
for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total Fair Value
|
||||||||||||
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As of April 28, 2012
|
||||||||||||||||
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Cash and short-term investments
(1)
|
$ | 86,238 | $ | 0 | $ | 0 | $ | 86,238 | ||||||||
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Credit and debit card receivables
(2)
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6,053 | 0 | 0 | 6,053 | ||||||||||||
| $ | 92,291 | $ | 0 | $ | 0 | $ | 92,291 | |||||||||
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As of January 28, 2012
|
||||||||||||||||
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Cash and short-term investments
(1)
|
$ | 66,110 | $ | 0 | $ | 0 | $ | 66,110 | ||||||||
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Credit and debit card receivables
(2)
|
4,492 | 0 | 0 | 4,492 | ||||||||||||
| $ | 70,602 | $ | 0 | $ | 0 | $ | 70,602 | |||||||||
|
As of April 30, 2011
|
||||||||||||||||
|
Cash and short-term investments
(1)
|
$ | 63,203 | $ | 0 | $ | 0 | $ | 63,203 | ||||||||
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Credit and debit card receivables
(2)
|
5,850 | 0 | 0 | 5,850 | ||||||||||||
| $ | 69,053 | $ | 0 | $ | 0 | $ | 69,053 | |||||||||
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(1)
|
Cash and short-term investments represent cash deposits and short-term investments held with financial institutions, such as commercial paper and money market funds. To date, we have experienced no loss or lack of access to either invested cash or cash held in our bank accounts.
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(2)
|
Our credit and debit card receivables are highly liquid financial assets that typically settle in less than three days.
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Number of
Shares
|
Weighted-
Average
Exercise Price
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||||||||||
|
Outstanding at January 28, 2012
|
271,546 | $ | 9.48 | 1.51 | $ | 2,089 | ||||||||||
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Grants
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0 | |||||||||||||||
|
Forfeited or expired
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0 | |||||||||||||||
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Exercised
|
(93,949 | ) | 10.94 | |||||||||||||
|
Outstanding and exercisable at April 28, 2012
|
177,597 | $ | 8.71 | 1.81 | $ | 2,014 | ||||||||||
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(In thousands)
|
Thirteen
Weeks Ended
April 28, 2012
|
Thirteen
Weeks Ended
April 30, 2011
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||||||
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Total intrinsic value
(1)
|
$ | 639 | $ | 58 | ||||
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Total cash received
|
$ | 1,027 | $ | 51 | ||||
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Associated excess income tax benefits recorded
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$ | 353 | $ | 22 | ||||
| Options Outstanding and Exercisable | ||||||||||||||
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Range of
Exercise Price
|
Number
of Options
Outstanding
|
Weighted
Average
Remaining Life
|
Weighted
Average
Exercise Price
|
|||||||||||
| $ | 7.63 – 8.45 | 141,298 | 1.41 | $ | 8.35 | |||||||||
| $ | 9.12 – 10.73 | 36,299 | 3.34 | $ | 10.10 | |||||||||
|
(In thousands)
|
Thirteen
Weeks Ended April 28,
2012
|
Thirteen
Weeks
Ended April 30,
2011
|
||||||
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Stock-based compensation expense before the recognized income tax benefit
|
$ | 0 | $ | 9 | ||||
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Income tax benefit
(1)
|
$ | 0 | $ | 3 | ||||
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(1)
|
Income tax benefit was calculated using an adjusted effective tax rate. The adjusted rate removes the tax effects from the
favorable resolution of certain tax positions.
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Number of
Shares
|
Weighted- Average Grant Date Fair
Value
|
|||||||
|
Non-vested at January 28, 2012
|
277,145 | $ | 17.31 | |||||
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Granted
|
242,250 | 17.69 | ||||||
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Vested
|
0 | 0.00 | ||||||
|
Forfeited or expired
|
(22,539 | ) | 15.31 | |||||
|
Non-vested at April 28, 2012
|
496,856 | $ | 17.59 | |||||
|
(In thousands)
|
Thirteen
Weeks Ended April 28,
2012
|
Thirteen
Weeks
Ended April 30,
2011
|
||||||
|
Stock-based compensation expense before the recognized income tax benefit
|
$ | 610 | $ | 1,133 | ||||
|
Income tax benefit
(1)
|
$ | 234 | $ | 434 | ||||
|
(1)
|
Income tax benefit was calculated using an adjusted effective tax rate. The adjusted rate removes the tax effects from the
favorable resolution of certain tax positions.
|
|
Number of
Shares
|
Weighted- Average
Exercise Price
|
Weighted- Average Remaining Contractual
Term (Years)
|
||||||||||
|
Outstanding at January 28, 2012
|
0 | $ | 0.00 | |||||||||
|
Granted
|
135,375 | 17.17 | ||||||||||
|
Forfeited or expired
|
0 | 0.00 | ||||||||||
|
Exercised
|
0 | 0.00 | ||||||||||
|
Outstanding at April 28, 2012
|
135,375 | $ | 17.17 | 4.76 | ||||||||
|
Exercisable at April 28, 2012
|
0 | $ | 0.00 | 0.00 | ||||||||
|
April 28, 2012
|
|
|
Risk free interest rate yield curve
|
0.07% - 0.82%
|
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Expected dividend yield
|
0.0%
|
|
Expected volatility
|
59.66%
|
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Maximum life
|
4.76 Years
|
|
Exercise multiple
|
1.31
|
|
Maximum payout
|
$6.67
|
|
Employee exit rate
|
2.2% - 9.0%
|
|
(In thousands)
|
Thirteen
Weeks Ended April 28,
2012
|
Thirteen
Weeks Ended April 30,
2011
|
||||||
|
Stock-based compensation expense before the recognized income tax benefit
|
$ | 69 | $ | 71 | ||||
|
Income tax benefit
(1)
|
$ | 27 | $ | 27 | ||||
|
(1)
|
Income tax benefit was calculated using an adjusted effective tax rate. The adjusted rate removes the tax effects from the
favorable resolution of certain tax positions.
|
|
(In thousands)
|
Thirteen
Weeks Ended April 28,
2012
|
Thirteen
Weeks Ended April 30,
2011
|
||||||
|
StStock-based compensation expense before the recognized income tax benefit
(1)
|
$ | 12 | $ | 12 | ||||
|
Income tax benefit
(2)
|
$ | 5 | $ | 5 | ||||
|
(1)
|
Amounts are representative of the 15% discount employees are provided for purchases under the employee stock purchase plan.
|
|
(2)
|
Income tax benefit was calculated using an adjusted effective tax rate. The adjusted rate removes the tax effects from the favorable resolution of certain tax positions.
|
|
·
|
The number of shares reserved and available for issuance;
|
|
·
|
The number of shares that may be granted to a plan participant in a calendar year;
|
|
·
|
The number of shares subject to outstanding equity awards;
|
|
·
|
The exercise prices of outstanding equity awards; and
|
|
·
|
The annual earnings per diluted share targets associated with our outstanding performance-based restricted stock awards.
|
|
Number of Stores
|
Store Square Footage
|
|||||||||||||||||||||||||||
|
Beginning
|
End of
|
Net
|
End
|
Comparable
|
||||||||||||||||||||||||
|
Quarter Ended
|
Of Period
|
Opened
|
Closed
|
Period
|
Change
|
of Period
|
Store Sales
|
|||||||||||||||||||||
|
April 28, 2012
|
327 | 13 | 3 | 337 | 115,000 | 3,669,000 | 7.3 | % | ||||||||||||||||||||
|
April 30, 2011
|
314 | 4 | 0 | 318 | 39,000 | 3,429,000 | 3.4 | % | ||||||||||||||||||||
|
Thirteen
Weeks Ended
April 28,
2012
|
Thirteen
Weeks Ended
April 30,
2011
|
|||||||
|
Net sales
|
100.0 | % | 100.0 | % | ||||
|
Cost of sales (including buying, distribution and occupancy costs)
|
69.2 | 68.9 | ||||||
|
Gross profit
|
30.8 | 31.1 | ||||||
|
Selling, general and administrative expenses
|
22.7 | 23.0 | ||||||
|
Operating income
|
8.1 | 8.1 | ||||||
|
Interest (income) expense, net
|
0.0 | 0.0 | ||||||
|
Income before income taxes
|
8.1 | 8.1 | ||||||
|
Income tax expense
|
3.1 | 3.1 | ||||||
|
Net income
|
5.0 | % | 5.0 | % | ||||
|
·
|
Net sales increased $24.1 million to $222.6 million, a 12.2% increase over the prior year. Our comparable store sales increased 7.3%. We recorded a comparable store sales increase of 3.4% in the first quarter of last year.
|
|
·
|
Our record quarterly earnings per diluted share of $0.54 represented an 8% increase over the first quarter of fiscal 2011 and exceeded our previous record earnings of $0.52 per diluted share.
|
|
·
|
We opened 13 stores during the first quarter this year as compared to four stores during the first quarter last year. Pre-opening expenses were $1.6 million, a $1.1 million increase over the first quarter of last year. These expenses, which are included in cost of sales and selling, general and administrative expenses, increased primarily as a result of opening more stores.
|
|
·
|
We generated cash from operations, net of purchases of property and equipment, of $20.2 million and ended the first quarter of fiscal 2012 with $92.3 million in cash and cash equivalents and no interest bearing debt.
|
|
|
·
|
We incurred an additional $3.8 million of expense during the first quarter of fiscal 2012, as compared to the first quarter last year, in the operation of new stores and our e-commerce initiative. This increase was net of expense reductions for stores that have closed since the beginning of fiscal 2011.
|
|
|
·
|
We experienced a year-over-year increase in self-insured health care costs of $1.4 million in the first quarter of fiscal 2012. Costs related to our self-insured health care programs are subject to a significant degree of volatility, and consequently the risk of material variances between reporting periods.
|
|
ITEM 4.
|
|
ITEM 1A.
|
|
Total Number
|
Approximate
|
|||||||||||||||
|
Of Shares
|
Dollar Value
|
|||||||||||||||
|
Purchased
|
of Shares
|
|||||||||||||||
|
as Part
|
that May Yet
|
|||||||||||||||
|
Total Number
|
Average
|
of Publicly
|
Be Purchased
|
|||||||||||||
|
of Shares
|
Price Paid
|
Announced
|
Under
|
|||||||||||||
|
Period
|
Purchased
|
per Share
|
Programs
(1)
|
Programs
|
||||||||||||
|
January 29, 2012 to February 25, 2012
|
0 | $ | 0.00 | 0 | $ | 25,000,000 | ||||||||||
|
February 26, 2012 to March 31, 2012
|
0 | $ | 0.00 | 0 | $ | 25,000,000 | ||||||||||
|
April 1, 2012 to April 28, 2012
|
0 | $ | 0.00 | 0 | $ | 25,000,000 | ||||||||||
| 0 | 0 | |||||||||||||||
|
(1)
|
On August 23, 2010, our Board of Directors authorized a $25 million share repurchase program, which was to terminate upon the earlier of the repurchase of the maximum amount or December 31, 2011. On December 16, 2011, the Board of Directors extended the date of termination by one year to December 31, 2012.
|
|
ITEM 6.
|
|
Incorporated by Reference To
|
||||||
|
Exhibit
No.
|
Description
|
Form
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
|
|
3-A
|
Restated Articles of Incorporation of Registrant
|
10-K
|
3-A
|
4/25/2002
|
||
|
3-B
|
By-laws of Registrant, as amended to date
|
10-Q
|
3-B
|
12/9/2010
|
||
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||
|
Incorporated by Reference To
|
||||||
|
Exhibit
No.
|
Description
|
Form
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||
|
101
|
The following materials from Shoe Carnival, Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 28, 2012, formatted in XBRL (Extensible Business Reporting Language): (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statement of Shareholders' Equity, (4) Condensed Consolidated Statements of Cash Flows, and (5) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
|
X
|
||||
|
Date: June 7, 2012
|
SHOE CARNIVAL, INC.
(Registrant)
|
|
|
By:
/s/ W. Kerry Jackson
W. Kerry Jackson
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|