Mail Stop 3561
July 25, 2005
Mr. Mark L. Lemond
President and Chief Executive Officer
Shoe Carnival, Inc.
8233 Baumgart Road
Evansville, IN 47725
RE: Shoe Carnival, Inc.
Form 10-K for Fiscal Year Ended January 29, 2005
Filed April 14, 2005
Form 10-Q for Fiscal Quarter Ended April 30, 2005
File No. 0-21360
Dear Mr. Lemond:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.
Form 10-K for Fiscal Year Ended January 29, 2005
Selected Financial Data, page 14
2. Please disclose how you calculate the change in comparable
store
sales from period to period. If applicable, please disclose how
you
treat remodeled stores in these computations, as well as stores
that
were closed during the period.
Management`s Discussion and Analysis of Financial Condition and
Results of Operation, page 15
3. We note that your selling, general and administrative expenses
remained unchanged from fiscal year 2003 to 2004 as a percentage
of
sales. While we expect that most selling costs track closely with
changes in sales, we assume that general and administrative costs
(e.g., corporate office overhead) are effectively fixed within
certain ranges of sales volume. Therefore, we believe it would be
meaningful to discuss the nature and amount of the dollar changes
in
such costs, if material, and the specific factors driving those
changes. Although SG&A expenses increased by $8.2 million, your
discussion of asset retirement costs and pre-opening expenses
appears
to provide explanations for why SG&A expenses decreased.
4. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods, please quantify, where possible, the extent to which each
change contributed to the overall change in that line item. For
example, with respect to the overall change in net sales from
fiscal
year 2003 to 2004, please quantify the extent to which the changes
are attributable to the various contributing factors, such as 2004
store openings, store closings, comparable store fluctuations and
the
effect of a full year`s worth of sales for 2003 store openings.
See
Item 303(a) of Regulation S-K and SEC Release No. 33-8350.
5. Where you identify intermediate causes of changes in your
operating results, also describe the reasons underlying the
intermediate causes. For example, you indicate that the increase
in
net sales from fiscal year 2002 to 2003 was partially offset by a
3.0% decrease in comparable store sales. Please explain in
reasonable detail the reasons why comparable store sales of men`s,
women`s, and children`s non-athletic footwear experienced declines
and why comparable store sales of athletic footwear increased.
See
SEC Release No. 33-8350.
Liquidity and Capital Resources, page 19
6. Please revise your tabular disclosure of contractual
obligations
to include estimated interest payments on your debt. A footnote
to
the table should provide appropriate disclosure regarding how you
computed the payments. Since the table is aimed at increasing
transparency of cash flow, we believe these payments should be
included in the table. If you choose not to include these
payments,
a footnote to the table should clearly identify the excluded items
and provide any additional information that is material to an
understanding of your cash requirements. See Item 303(a)(5) of
Regulation S-K.
Financial Statements
Consolidated Statements of Income, page 26
7. You indicate on pages 18 and 19 that the interest expense
balances
on your statements of income include interest income. Please
revise
the interest expense line item in future filings to read "Interest
expense, net."
Consolidated Statements of Cash Flows, page 28
8. We note that borrowings and repayments on your line of credit
are
shown using a net presentation. Since the borrowings under this
credit agreement are classified as a long-term liability on your
balance sheet, it does not appear that netting of borrowings and
repayments is appropriate under paragraph 13 of SFAS 95. Please
either revise your future filings accordingly, or otherwise tell
us
why you believe net presentation is appropriate.
Note 2 - Summary of Significant Accounting Policies, page 29
9. You indicate on page 30 that you have one business segment and
the
financial information presented is in compliance with SFAS 131.
Please tell us in detail how you determined that the company has
only
one SFAS 131 reportable segment. Please address each of the
following points in your response. Tell us specifically each
component of the company that has been identified as an operating
segment as defined in paragraph 10 of SFAS 131. In your case, it
appears that operating segments could be identified on a
geographic
region basis as well as on a product basis (e.g., women`s, men`s,
and
children`s product categories). When there are overlapping
segments
such as these, paragraph 15 of SFAS 131 indicates that the
components
based on products would constitute the operating segments. Since
you
indicate on page 3 that "women`s product has historically achieved
the highest gross margin," it does not appear that the economic
characteristics of your product groupings are similar, which would
preclude aggregation under paragraph 17 of SFAS 131. In addition,
based on your gross margin statement and your increased emphasis
on
displaying and showcasing your women`s merchandise, it appears
that
discrete financial information is available and reported to the
chief
operating decision maker for each product category for purposes of
resource allocation and assessing performance. Notwithstanding
the
preceding, please provide the disclosures required by paragraph 26
of
SFAS 131.
10. Please tell us your accounting policy for gift cards that
expire
or are not redeemed over an extended period of time. To the extent
a
material source of income, you should disclose this policy.
Please
also disclose, if material, the amounts of income recorded
associated
with expired gift cards in each period presented and the line item
in
which these amounts are recorded.
11. Please tell us the nature and terms of any incentives you
offer
to customers, including discounts, coupons, rebates, or free
products. Please also disclose your accounting policy for these
types of arrangements, including the statement of income line item
in
which each type of arrangement is included. For each expense line
item that includes these types of arrangements, please disclose
the
related amounts included in that line item. For each type of
arrangement treated as an expense rather than as a reduction of
revenues, please tell us how this type of arrangement meets the
requirements in EITF 01-09.
12. You disclose on pages 4 and 8 that you receive cooperative
advertising funds from your vendors. Please disclose your
accounting
policy for consideration received from a vendor in connection with
the purchase or promotion of the vendor`s products, including
these
cooperative advertising fees and all other types of consideration
received, such as rebates. Include the specific nature and timing
of
each type of these allowances or credits. Disclose the statement
of
income line item in which each of these types of payments is
included
and the amounts of cooperative advertising funds netted against
each
expense line item for each period presented. To the extent that
your
allowances or credits are receivable only if you complete a
specified
cumulative level of purchases or remain a customer for a specified
time period, please disclose whether you record the allowances or
credits as progress is made toward earning the allowance or
credit,
or whether the allowances or credits are only recognized upon
achievement of milestones. If material, please also revise your
MD&A
to discuss the changes in these payments between periods and how
they
impacted the related statement of income line items. See EITF 02-
16.
Note 6 - Long-Term Debt, page 35
13. Please disclose the significant debt covenants of your credit
agreement and the repercussions of not meeting them. Additionally
tell us and disclose in future filings if you were in compliance
with
all covenants as of fiscal year-end.
Note 7 - Leases, page 36
14. We note that 214 of your store leases contain contingent
rental
payments of between 2.0% and 4.5% of sales in excess of stated
amounts. Tell us and revise your disclosure to indicate if you
include contingent rental payments in your calculation of
straight-
line rent where the achievement of the stipulated targets is
deemed
probable in accordance with paragraph 8 of EITF 98-09. If you
have
not included such contingent rents, please explain why not.
Note 10 - Stock Option and Incentive Plans, page 39
15. The range of exercise prices for your options outstanding and
exercisable at $11.88 - $19.56 is fairly wide. Please break this
range down into smaller ranges that are more meaningful for
assessing
the number and timing of additional shares that may be issued and
the
cash that may be received as a result of option exercises. Refer
to
paragraph 48 of SFAS 123.
Schedule II - Valuation and Qualifying Accounts, page 43
16. Please revise your disclosure to present the increases and
decreases within your reserve for sales returns and allowances and
inventory reserve on a gross basis. Please show us what this
disclosure would look like for the historical periods presented.
Form 10-Q for the Fiscal Quarter Ended April 30, 2005
Note 1 - Basis of Presentation, page 7
17. You disclose that you recorded an error correction adjustment
during the first quarter of fiscal year 2005 to appropriately
account
for cash discounts on vendor purchases. Please provide us with a
complete narrative of the error, including when (the date) and how
the error was discovered. Please also quantify the impact of the
error misstatement on all annual and quarterly financial
statements
issued since the required adoption of EITF 02-16. In your
response,
please provide a table showing the previously reported and "as
adjusted" amounts.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
If you have any questions regarding these comments, please
direct them to Staff Accountant Andrew Blume at (202) 551-3254.
Any
other questions regarding disclosure issues may be directed to me
at
(202) 551-3716.
Sincerely,
William Choi
Branch Chief
Mr. Mark L. Lemond
Shoe Carnival, Inc.
July 25, 2005
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