10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended   October 29, 2005
or
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ____________________  to  ____________________

Commission File Number:     0-21360

Shoe Carnival, Inc.
(Exact name of registrant as specified in its charter)
Indiana	35-1736614
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
8233 Baumgart Road Evansville, IN	47725
(Address of principal executive offices)	(Zip code)
(812) 867-6471
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x  Yes o  No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

x  Yes o  No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o  Yes x  No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 par value, 13,233,121 shares outstanding as of December 6, 2005

SHOE CARNIVAL, INC.
INDEX TO FORM 10-Q

			Page
Part I	Financial Information
	Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Income	4
		Condensed Consolidated Statement of Shareholders’ Equity	5
		Condensed Consolidated Statements of Cash Flows	6
		Notes to Condensed Consolidated Financial Statements	7 - 10
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11 - 16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4.	Controls and Procedures	17
Part II	Other Information
	Item 6.	Exhibits	18 - 19
	Signature		20

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SHOE CARNIVAL, INC.
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited

(In thousands, except per share data)	October 29, 2005			January 29, 2005			October 30, 2004 (As restated, see Note 4)
ASSETS
Current Assets:
Cash and cash equivalents	$	5,729		$	4,889		$	3,789
Accounts receivable		2,078			992			2,152
Merchandise inventories		178,650			180,590			172,375
Deferred income tax benefit		828			0			0
Other		2,748			1,982			2,076
Total Current Assets		190,033			188,453			180,392
Property and equipment-net		69,071			68,452			69,683
Total Assets	$	259,104		$	256,905		$	250,075
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	39,423		$	62,291		$	39,096
Accrued and other liabilities		12,673			10,198			9,709
Deferred income taxes		0			413			725
Current portion of long-term debt		1			56			94
Total Current Liabilities		52,097			72,958			49,624
Long-term debt		12,000			7,300			24,201
Deferred lease incentives		6,667			6,613			6,705
Accrued rent		6,746			6,977			6,839
Deferred income taxes		2,377			4,487			5,616
Other		2,045			1,651			1,535
Total Liabilities		81,932			99,986			94,520
Shareholders’ Equity:
Common stock,  $.01 par value, 50,000 shares authorized, 13,363 shares issued at October 29, 2005, January 29, 2005 and October 30, 2004		134			134			134
Additional paid-in capital		69,810			67,009			66,968
Retained earnings		109,075			93,300			92,114
Treasury stock, at cost, 132, 509 and 529 shares at October 29, 2005, January 29, 2005 and October 30, 2004		(917	)		(3,524	)		(3,661	)
Deferred compensation		(930	)		0			0
Total Shareholders’ Equity		177,172			156,919			155,555
Total Liabilities and Shareholders’ Equity	$	259,104		$	256,905		$	250,075

See notes to condensed consolidated financial statements.

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SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited

(In thousands, except per share data)	Thirteen Weeks Ended October 29, 2005		Thirteen Weeks Ended October 30, 2004 (As restated, see Note 4)		Thirty-nine Weeks Ended October 29, 2005		Thirty-nine Weeks Ended October 30, 2004 (As restated, see Note 4)
Net sales	$	182,697	$	162,716	$	492,068	$	446,308
Cost of sales (including buying, distribution and occupancy costs)		128,815		115,421		349,089		318,394
Gross profit		53,882		47,295		142,979		127,914
Selling, general and administrative expenses		42,180		39,150		117,024		108,811
Operating income		11,702		8,145		25,955		19,103
Interest expense-net		100		135		361		508
Income before income taxes		11,602		8,010		25,594		18,595
Income tax expense		4,452		3,124		9,819		7,252
Net income	$	7,150	$	4,886	$	15,775	$	11,343
Net income per share:
Basic	$	.54	$	.38	$	1.21	$	.89
Diluted	$	.53	$	.38	$	1.18	$	.87
Average shares outstanding:
Basic		13,229		12,831		13,088		12,812
Diluted		13,455		13,008		13,410		13,053

See notes to condensed consolidated financial statements.

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SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Unaudited

	Common Stock							Additional Paid-In Capital
										Retained Earnings		Treasury Stock			Deferred Compensation
(In thousands)	Issued		Treasury			Amount												Total
Balance at January 29, 2005		13,363		(509	)	$	134	$	67,009	$	93,300	$	(3,524	)	$	0		$	156,919
Exercise of stock options				297					1,028				2,056						3,084
Stock option income tax benefit									1,086										1,086
Employee stock purchase plan purchases				8					68				54						122
Restricted stock awards				72					619				497			(930	)		186
Net income											15,775								15,775
Balance at October 29, 2005		13,363		(132	)	$	134	$	69,810	$	109,075	$	(917	)	$	(930	)	$	177,172

See notes to condensed consolidated financial statements.

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SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited

(In thousands)	Thirty-nine Weeks Ended October 29, 2005			Thirty-nine Weeks Ended October 30, 2004 (As restated, see Note 4)
Cash Flows From Operating Activities
Net income	$	15,775		$	11,343
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,154			10,828
Stock option income tax benefit		1,086			708
Loss on retirement of assets		413			341
Deferred income taxes		(3,351	)		1,745
Lease incentives		874			529
Other		(470	)		(60	)
Changes in operating assets and liabilities:
Accounts receivable		(1,240	)		(1,606	)
Merchandise inventories		1,940			(7,265	)
Accounts payable and accrued liabilities		(21,093	)		(12,584	)
Other		(766	)		4,677
Net cash provided by operating activities		4,322			8,656
Cash Flows From Investing Activities
Purchases of property and equipment		(11,556	)		(11,620	)
Other		223			59
Net cash used in investing activities		(11,333	)		(11,561	)
Cash Flows From Financing Activities
Borrowings under line of credit		219,000			282,055
Payments on line of credit		(214,300	)		(279,755	)
Payments on long-term debt		(55	)		(183	)
Proceeds from issuance of stock		3,206			506
Net cash provided by financing activities		7,851			2,623
Net increase (decrease) in cash and cash equivalents		840			(282	)
Cash and cash equivalents at beginning of period		4,889			4,071
Cash and Cash Equivalents at End of Period	$	5,729		$	3,789
Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	412		$	533
Cash paid during period for income taxes	$	11,965		$	111

See notes to condensed consolidated financial statements.

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SHOE CARNIVAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited

Note 1 - Basis of Presentation

In our opinion, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly our financial position and the results of our operations and our cash flows for the periods presented.  Certain information and disclosures normally included in notes to consolidated financial statements have been condensed or omitted according to the rules and regulations of the Securities and Exchange Commission (the “SEC”), although we believe that the disclosures are adequate to make the information presented not misleading.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.  The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for fiscal year ended January 29, 2005.

Note 2 - Net Income Per Share

Net income per share of common stock is based on the weighted average number of shares and common share equivalents outstanding during the period.  The following table presents a reconciliation of our basic and diluted weighted average common shares outstanding as required by Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share”:

(In thousands)	Thirteen Weeks Ended October 29, 2005		Thirteen Weeks Ended October 30, 2004		Thirty-nine Weeks Ended October 29, 2005		Thirty-nine Weeks Ended October 30, 2004
Basic shares		13,229		12,831		13,088		12,812
Dilutive effect of stock options		226		177		322		241
Diluted shares		13,455		13,008		13,410		13,053

For the quarters ended October 29, 2005 and October 30, 2004, options to purchase 223,800 and 642,300 shares of common stock, respectively, were not included in the computation of diluted shares because the options’ exercise prices were greater than the average market price for the period.  For the thirty-nine weeks ended October 29, 2005 and October 30, 2004, options to purchase 3,000 and 315,600 shares of common stock, respectively, were not included in the computation of diluted shares because the options’ exercise prices were greater than the average market price for the period.

Note 3 - Stock-Based Compensation

In accordance with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, we have elected to follow the recognition and measurement principles of Accounting Principles Board Opinion No. 25 (“APB No. 25”), “Accounting for Stock Issued to Employees”, and related interpretations.  Accordingly, no compensation cost has been recognized under SFAS No. 123 for our stock option and incentive plans other than for awards of restricted shares.  See Note 5 for a discussion of future changes to accounting for stock-based compensation.

Under APB No. 25, because the exercise price of our employee stock options is at least equal to the market price of the underlying stock on the date of the grant, no compensation expense is recognized.  Pro forma information regarding net income and earnings per share is required by SFAS No. 123, and has been determined as if we had accounted for our stock options under the Black-Scholes fair value method described in that statement.

At October 29, 2005, 71,900 shares of restricted stock were outstanding.  These restricted shares are subject to certain performance criteria and as such qualify as a variable arrangement for accounting purposes under APB No. 25.  Expense is recognized over the applicable vesting period as determined by management’s assessment of the probability of achieving the designated performance criteria.

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Had compensation cost for the stock option awards under our stock option and incentive plans been determined based on the grant date fair values, consistent with the method required under SFAS No. 123, our net income and net income per share would have been reduced to the pro forma amounts indicated below:

(In thousands, except per share data)	Thirteen Weeks Ended October 29, 2005			Thirteen Weeks Ended October 30, 2004			Thirty-nine Weeks Ended October 29, 2005			Thirty-nine Weeks Ended October 30, 2004
Net income as reported	$	7,150		$	4,886		$	15,775		$	11,343
Add:  Stock-based compensation expense included in reported net income, net of related tax effects		45			0			115			0
Deduct:  Stock-based compensation expense determined under fair value based method for all awards, net of related tax effects		(205	)		(272	)		(669	)		(776	)
Pro forma net income	$	6,990		$	4,614		$	15,221		$	10,567
Basic net income per share
As reported	$	.54		$	.38		$	1.21		$	.89
Pro forma	$	.53		$	.36		$	1.16		$	.82
Diluted net income per share
As reported	$	.53		$	.38		$	1.18		$	.87
Pro forma	$	.52		$	.35		$	1.14		$	.81

The weighted-average fair value of options granted was $8.29 for the nine months ended October 29, 2005 and $7.14 for the nine months ended October 30, 2004.  The fair value of these options was estimated at grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	October 29, 2005		October 30, 2004
Risk free interest rate		4.3%		3.2%
Expected dividend yield		0.0%		0.0%
Expected volatility		52.7%		58.3%
Expected term		5 Years		5 Years

Note 4 - Restatement of Financial Statements 

On February 7, 2005, the Office of the Chief Accountant of the SEC issued a letter clarifying the SEC’s views on certain lease accounting matters as they relate to the application of generally accepted accounting principles (“GAAP”).  Prior to completing our Annual Report on Form 10-K for the fiscal year ended January 29, 2005, we reviewed our lease accounting practices and determined that our accounting for the lease commencement date was not consistent with GAAP. 

Historically we recognized straight line rent expense for leases beginning on the earlier of the rent commencement date or the store opening date.  This had the effect of excluding the build-out period of our stores from the calculation of the period over which we expense rent.  We have changed this practice to include the build-out period.

8

in our calculation of rent expense.  As a result, we restated the annual financial statements for fiscal years 2003 and 2002 included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2005.  As such, we have restated the condensed consolidated financial statements as of and for the thirteen and thirty-nine weeks ended October 30, 2004.  While this change results in an acceleration of the commencement of rent expense for each lease, the total rent due under the lease remains unchanged and is amortized over a greater number of months.  This change has no effect on historical or future cash flows or the timing or amounts of payments under related leases.  In addition to the aforementioned restatement, we reclassified lease incentives from the investing section of the statement of cash flows to the operating activities section. 

A summary of the significant effects of the restatement on the previously filed condensed consolidated financial statements as of and for the thirteen and thirty-nine weeks ended October 30, 2004 are reflected in the tables below.

	October 30, 2004
(In thousands)		As Previously Reported		As Restated
Consolidated Balance Sheet
Current Assets:
Deferred income tax benefit	$	684	$	0
Current Liabilities:
Accrued and other liabilities		9,718		9,709
Deferred income taxes		0		725
Deferred lease incentives		7,929		6,705
Accrued rent		2,897		6,839
Deferred income taxes		8,080		5,616
Shareholders’ Equity:
Retained Earnings		93,769		92,114

	Thirteen Weeks Ended October 30, 2004				Thirty-nine Weeks Ended October 30, 2004
(In thousands, except per share data)	As Previously Reported		As Restated		As Previously Reported		As Restated
Consolidated Statements of Income
Cost of sales (including buying, distribution and occupancy costs)	$	115,341	$	115,421	$	318,227	$	318,394
Gross Profit		47,376		47,295		128,082		127,914
Operating Income		8,227		8,145		19,271		19,103
Income before income taxes		8,089		8,010		18,762		18,595
Income tax expense		3,155		3,124		7,317		7,252
Net Income		4,934		4,886		11,445		11,343
Net income per share:
Basic	$	.38	$	.38	$	.89	$	.89
Diluted	$	.38	$	.38	$	.88	$	.87

	Thirty-nine Weeks Ended October 30, 2004
(In thousands)	As Previously Reported			As Restated
Consolidated Statements of Cash Flows
Net cash provided by operating activities	$	8,127		$	8,656
Net cash used in investing activities		(11,032	)		(11,561	)

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Note 5 - New Accounting Pronouncement

In December 2004, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 123 (revised 2004), “Share-Based Payment, (SFAS 123R)”.  SFAS No. 123R addresses the accounting for share-based payments to employees, including grants of employee stock options.  Under the new standard, companies will no longer be able to account for share-based compensation transactions using the intrinsic method in accordance with APB No. 25.  Instead, companies will be required to account for such transactions using a fair-value method and recognize the expense in the consolidated statement of income.  SFAS No. 123R was to be effective for periods beginning after June 15, 2005.

On April 14, 2005, the SEC announced the deferral of the effective date of SFAS No. 123R until the first fiscal year beginning after June 15, 2005.  We are in the process of evaluating the use of certain option-pricing models as well as the assumptions to be used in such models.  When such evaluation is complete, we will determine the transition method to use, the timing of adoption and the impact any change in valuation models might have.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Factors That May Effect Future Results

This report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties.  A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, but are not limited to: general economic conditions in the areas of the United States in which our stores are located; changes in the overall retail environment and more specifically in the apparel and footwear retail sectors; the potential impact of national and international security concerns on the retail environment; changes in our relationships with key suppliers; the impact of competition and pricing; changes in weather patterns, consumer buying trends and our ability to identify and respond to emerging fashion trends; the impact of hurricanes on our stores, as well as on consumer confidence and purchasing in general; risks associated with the seasonality of the retail industry; the availability of desirable store locations at acceptable lease terms and our ability to open new stores in a timely and profitable manner; higher than anticipated costs associated with the closing of underperforming stores; the inability of manufacturers to deliver products in a timely manner; changes in the political and economic environments in the People’s Republic of China, a major manufacturer of footwear; and the continued favorable trade relations between the United States and China and other countries which are the major manufacturers of footwear.  For a more detailed discussion of certain risk factors, see “BUSINESS - Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2005.

General

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information to assist the reader in better understanding and evaluating our financial condition and results of operations.  We encourage you to read this in conjunction with our condensed consolidated financial statements and the notes to those statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for fiscal year ended January 29, 2005 as filed with the SEC.  The following discussion gives effect to the restatement discussed in Note 4 to the condensed consolidated financial statements.

Overview

Shoe Carnival, Inc. is one of the nation’s largest family footwear retailers.  As of October 29, 2005, we operated 265 stores in 24 states in the Midwest, South and Southeast regions of the United States.  We offer a distinctive shopping experience, a broad merchandise assortment and value to our customers while maintaining an efficient store level cost structure. 

Our stores combine competitive pricing with a highly promotional, in-store marketing effort that encourages customer participation and creates a fun and exciting shopping experience.  We believe this highly promotional atmosphere results in various competitive advantages, including increased multiple unit sales; the building of a loyal, repeat customer base; the creation of word-of-mouth advertising; and enhanced sell through of in-season goods.  Our objective is to be the destination store-of-choice for a wide range of consumers seeking moderately priced, current season name brand and private label footwear.  Our product assortment includes dress and casual shoes, sandals, boots and a wide assortment of athletic shoes for the entire family.  We believe that by offering a wide selection of both athletic and non-athletic footwear, we are able to reduce our exposure to shifts in fashion preferences between those categories.  Our ability to identify and react to fashion changes is a key factor in our sales and earnings performance.

Our marketing effort targets middle income, value-conscious consumers seeking name brand footwear for all age groups.  We believe that by offering a wide selection of popular styles of name brand merchandise at competitive prices, we generate broad customer appeal.  Our cost-efficient store operations and real estate strategy enable us to price products competitively and earn attractive store level returns.  Low labor costs are achieved by housing merchandise directly on the selling floor in an open-stock format, enabling customers who choose to serve themselves.  This reduces the staffing required to assist customers and reduces store level labor costs as a percentage of sales.  We prefer to locate stores predominantly in strip shopping centers in order to take advantage of lower occupancy costs and maximize our exposure to value-oriented shoppers.

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Critical Accounting Policies

It is necessary for us to include certain judgements in our reported financial results.  These judgements involve estimates that are inherently uncertain and actual results could differ materially from these estimates.  The accounting policies that require the more significant judgements are:

Merchandise Inventories - Merchandise inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) method.  In determining market value, we estimate the future sales price of items of merchandise contained in the inventory as of the balance sheet date. Factors considered in this determination include, among others, current and recently recorded sales prices, the length of time product has been held in inventory and quantities of various product styles contained in inventory.  The ultimate amount realized from the sale of certain product could differ materially from our estimates.  We also estimate a shrinkage reserve for the period between the last physical count and the balance sheet date.  The estimate for the shrinkage reserve can be affected by changes in merchandise mix and changes in actual shrinkage trends.

Valuation of Long-Lived Assets - We review long-lived assets whenever events or circumstances indicate the carrying value of an asset may not be recoverable and annually when no such event has occurred.  We evaluate the ongoing value of assets associated with retail stores that have been open longer than one year.  When events such as these occur, the assets subject to impairment are adjusted to estimated fair value and, if applicable, an impairment loss is recorded in selling, general and administrative expenses.  Our assumptions and estimates used in the evaluation of impairment, including current and future economic trends for stores, are subject to a high degree of judgement and if actual results or market conditions differ from those anticipated, additional losses may be recorded.

Deferred Income Taxes - We calculate income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”, which requires the use of the asset and liability method.  Under this method, deferred tax assets and liabilities are recognized based on the difference between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using the tax rates in effect in the years when those temporary differences are expected to reverse.  Inherent in the measurement of these deferred balances are certain judgements and interpretations of existing tax law and other published guidance as applied to our operations. We anticipate that future taxable income, and prior year taxable income during loss carryback periods, will not be sufficient to recover the full amount of deferred tax assets.  Therefore, a valuation allowance has been provided for certain state operating losses recorded as a deferred tax asset.  Our effective tax rate considers our judgement of expected tax liabilities in the various taxing jurisdictions within which we are subject to tax.  We have also been involved in tax audits.  At any given time, multiple tax years are subject to audit by various taxing authorities.

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Results of Operations

	Number of Stores								Store Square Footage					Comparable Store Sales Increase (Decrease)
Quarter Ended	Beginning Of  Period		Opened		Closed		End of Period		Net Change			End of Period
April 30, 2005		255		5		0		260		52,000			2,987,000		5.5	%
July 30, 2005		260		7		1		266		60,000			3,047,000		2.9	%
October 29, 2005		266		2		3		265		(18,000	)		3,029,000		8.3	%
Year-to-date		255		14		4		265		94,000			3,029,000		5.5	%
May 1, 2004		237		11		0		248		114,000			2,866,000		(2.2	)%
July 31, 2004		248		2		0		250		22,000			2,888,000		(3.7	)%
October 30, 2004		250		6		1		255		50,000			2,938,000		0.4	%
Year-to-date		237		19		1		255		186,000			2,938,000		(1.5	)%

The following table sets forth our results of operations expressed as a percentage of net sales for the periods indicated:

	Thirteen Weeks Ended October 29, 2005		Thirteen Weeks Ended October 30, 2004		Thirty-nine Weeks Ended October 29, 2005		Thirty-nine Weeks Ended October 30, 2004
Net sales		100.0%		100.0%		100.0%		100.0%
Cost of sales (including buying, distribution and occupancy costs)		70.5		70.9		70.9		71.3
Gross profit		29.5		29.1		29.1		28.7
Selling, general and administrative expenses		23.1		24.1		23.8		24.4
Operating income		6.4		5.0		5.3		4.3
Interest expense-net		.1		.1		.1		.2
Income before income taxes		6.3		4.9		5.2		4.1
Income taxes		2.4		1.9		2.0		1.6
Net income		3.9%		3.0%		3.2%		2.5%

Net Sales

In the regular course of business, we offer our customers sales incentives including coupons, discounts, and free merchandise.  Sales are recorded net of such incentives and returns and allowances.  If an incentive involves free merchandise, that merchandise is recorded as a zero sale and the cost is included in cost of sales.  Comparable store sales for the periods indicated include stores that have been open for 13 full months prior to the beginning of the period, including those stores that have been relocated or remodeled.  Therefore, stores opened or closed during the periods indicated are not included in comparable store sales.

Net sales increased $20.0 million to $182.7 million in the third quarter of 2005, a 12.3% increase over net sales of $162.7 million in the comparable prior year period. Of the increase, $7.1 million was attributable to the additional sales generated by the 25 new stores opened since August 1, 2004 (net of eight store closings) with the balance attributable to the 8.3% increase in comparable store sales.

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Net sales increased $45.8 million to $492.1 million in the first nine months of fiscal 2005, a 10.3% increase over net sales of $446.3 million in the comparable prior year period.  Of the increase, $22.5 million was attributable to the additional sales generated by the 36 new stores opened in fiscal 2004 and the first nine months of fiscal 2005 (net of eight store closings) with the balance attributable to the 5.5% increase in comparable store sales.

After a slower than expected start to the back-to-school season, our business improved significantly as we moved through the third quarter of 2005 and culminated with a comparable store sales increase of 21.2% in the month of October.  Each of our major product categories posted comparable store sales increases with women’s non-athletic leading with an increase in excess of 20%, followed closely by a mid double-digit increase in our men’s non-athletic category. 

As we have indicated in the past, our merchants have expended considerable effort over the course of the past year to enhance the fashion content of our women’s and men’s non-athletic merchandise.  We believe our customers have responded well to these changes as both of these categories have recorded strong comparable store sales increases in each of the three quarters of fiscal year 2005.  On a year-to-date basis our women’s non-athletic category is leading our comparable stores sales growth with low double digit increases.  Our men’s non-athletic category is following with near double digit increases.

Gross Profit

Gross profit increased $6.6 million to $53.9 million in the third quarter of 2005, a 13.9% increase over gross profit of $47.3 million in the comparable prior year period.  Our gross profit margin increased to 29.5% in the third quarter of 2005 from 29.1% in the same period last year.  As a percentage of sales, the merchandise gross profit margin decreased 0.3% and buying, distribution and occupancy costs decreased 0.7% as compared to the same period last year.  The merchandise gross profit margin decline was primarily due to escalating in-bound freight charges.  The decrease in buying, distribution and occupancy costs, as a percentage of sales, was primarily a result of leveraging occupancy costs against a higher sales base.

Gross profit increased $15.1 million to $143.0 million in the first nine months of fiscal 2005, an 11.8% increase over gross profit of $127.9 million in the comparable prior year period.  Our gross profit margin increased to 29.1% from 28.7% in the same period last year.  As a percentage of sales, the merchandise gross profit margin increased 0.1% from last year while buying, distribution and occupancy costs decreased 0.3%.  The decrease in buying, distribution and occupancy costs as a percentage of sales was primarily a result of leveraging occupancy costs against a higher sales base.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $3.0 million to $42.2 million in the third quarter of 2005 from $39.2 million in the comparable prior year period.  Approximately $1.7 million of this increase was attributable to the direct costs of opening and operating 25 new stores (net of eight store closings).  Additionally, health care costs increased by $1.1 million in the third quarter of 2005 resulting primarily from several catastrophic claims and incentive compensation increased by $600,000 as a result of higher operating income which is a major component of the associate incentive plans currently in place.  We do not anticipate that our health care costs will experience such significant increases on a recurring basis.

Pre-opening costs were $215,000, or 0.1% of sales, for the third quarter of 2005 as compared to $456,000, or 0.3% of sales, for the third quarter of 2004.  We opened two stores in the third quarter of 2005 as compared to the six stores that we opened in the third quarter of 2004.

As a percentage of sales, total selling, general and administrative expenses decreased to 23.1% in the third quarter of 2005 from 24.1% in the same period last year.  This reduction was primarily related to leveraging store selling expenses against a higher sales base and the aforementioned decrease in pre-opening costs.  These savings were partially offset by the increases in health care costs and incentive compensation for the current quarter.

14

Selling, general and administrative expenses increased $8.2 million to $117.0 million in the first nine months of fiscal 2005 from $108.8 million in the comparable prior year period.  Approximately $5.1 million of this increase was attributable to the direct costs of opening and operating 36 new stores (net of eight store closings).  An additional $1.3 million was incurred for health care costs along with an additional $1.1 million for incentive compensation as compared to the same period in the prior year.  The increase in incentive compensation for the first nine months of fiscal 2005 was primarily a result of higher operating income which is a major component of the associate incentive plans currently in place.

Pre-opening costs were $704,000, or 0.1% of sales, for the first nine months of fiscal 2005 as compared to $1.3 million, or 0.3% of sales, for the first nine months of 2004.

As a percentage of sales, total selling, general and administrative expenses decreased to 23.8% in the first nine months of fiscal 2005 from 24.4% in the same period last year. This reduction was primarily related to leveraging store selling expenses against a higher sales base and the aforementioned decrease in pre-opening costs.  These savings were partially offset by the increases in health care costs and incentive compensation for the current year-to-date period.

Interest Expense-Net

Net interest expense decreased to $100,000 for the third quarter of 2005 from $135,000 for the third quarter of 2004 and to $361,000 for the first nine months of fiscal 2005 from $508,000 for the first nine months of 2004, both primarily as a result of lower average borrowings.

Income Taxes

The effective income tax rate for the third quarter and the first nine months of fiscal 2005 decreased to 38.4% from 39.0% for the same time periods in 2004 due to lower state income taxes.  We expect our effective income tax rate for the full year of fiscal 2005 to approximate 38.4%.

Liquidity and Capital Resources

Our primary sources of funds are cash flows from operations and borrowings under our revolving credit facility.  For the first nine months of fiscal 2005, net cash provided by operating activities was $4.3 million compared to net cash provided by operating activities of $8.7 million for the first nine months of last year. These amounts reflect the income from operations adjusted for non-cash items and working capital changes.  The $4.4 million decrease in cash provided by operating activities between the two respective periods related primarily to the timing of the payment of accounts payable and recognition of accrued liabilities, along with the cash paid for taxes net of the reversal of deferred tax items.  These uses of cash were partially offset by an increase in net income along with a slowed growth in inventory associated with a reduced pace of store openings.

Working capital increased to $137.9 million at October 29, 2005 from $130.8 million at October 30, 2004.  This increase resulted primarily from the increase in inventory for the net addition of ten stores.  The current ratio was 3.7 to 1 at October 29, 2005 as compared with 3.6 to 1 at October 30, 2004.  Long-term debt as a percentage of total capital (long-term debt plus shareholders’ equity) decreased to 6.3% at October 29, 2005, compared to 13.5% at October 30, 2004 primarily due to the reduction in long-term debt.

Capital expenditures were $11.6 million in the first nine months of fiscal 2005.  Of these expenditures, approximately $3.8 million was incurred for new stores, $3.5 million for store remodeling and relocations, and $2.0 million for software and information technology.  The remaining capital expenditures were incurred for in-store graphics and miscellaneous equipment purchases.  Lease incentives received from landlords were $874,000 for the first nine months of fiscal 2005.

During the first nine months of fiscal 2005, we opened 14 new stores, with two of these opening in the third quarter.  Three stores were closed during the third quarter of 2005.  We plan to open one store in the fourth quarter of this year and close an additional three, thus finishing our 2005 fiscal year with 263 stores.  Of the 19 stores opened during the first nine months of 2004, six stores were opened in the third quarter.

15

We currently anticipate opening approximately 15 new stores in 2006 and closing four existing stores.  These new stores will be located within our current geographic footprint, targeting existing markets with additional stores or entering new single store markets where we can gain immediate market penetration. 

Our current store prototype uses between 8,000 and 12,000 square feet depending upon, among other factors, the location of the store and the population base the store is expected to service.  Capital expenditures for a new store in 2005 are expected to average approximately $362,000 and lease incentives received from landlords are expected to average $54,000.  The average inventory investment in a new store is expected to range from $450,000 to $750,000 depending on the size and sales expectation of the store and the timing of the new store opening.  Pre-opening expenses, such as advertising, salaries and supplies, are expected to average approximately $51,000 per store in 2005 with individual stores experiencing variances in expenditure levels based on the specific market.

The actual amount of cash requirements for capital expenditures depends in part on the number of new stores we open and the number of stores relocated and remodeled.  The amount of lease incentives received from landlords, if any, reduces the amount of cash required to open a new store.  Lease incentives are recorded as a deferred liability and amortized over the initial term of the lease.  The opening of new stores will be dependent upon, among other things, the availability of desirable locations, the negotiation of acceptable lease terms and general economic and business conditions affecting consumer spending in areas we target for expansion.

In 2004, we completed a forward-looking logistics study evaluating the need for additional distribution center capacity as we grow.  Based on our current store growth plans, the results of the study identified the need to have additional distribution capacity available by mid 2007.  We intend to replace our existing 200,000 square foot distribution center with a new 400,000 square foot facility.  We have recently begun the site selection process and anticipate construction beginning in the spring of 2006.  Preliminary cost estimates for land, building and equipment are expected to range from $23 million to $25 million.  We have not yet determined if we will own or lease the distribution center.

Our unsecured credit facility provides for up to $70 million in cash advances on a revolving basis and commercial letters of credit.  Borrowings under the revolving credit line are based on eligible inventory.  The agreement governing the credit facility stipulates a minimum threshold for net worth, a maximum ratio of funded debt plus rent to EBITDA plus rent; and a maximum of total distributions for stock repurchases.  We were in compliance with these requirements as of October 29, 2005.  Should a default condition be reported, the lenders may preclude additional borrowings and call all loans and accrued interest at their discretion.  The credit agreement and amendments thereto are filed as exhibits to (or incorporated by reference in) this Quarterly Report on Form 10-Q.  Borrowings outstanding under the credit facility were $12.0 million and letters of credit outstanding were $7.0 million at October 29, 2005.  As of October 29, 2005 $51.0 million was available to us for additional borrowings under the credit facility.

We anticipate existing cash and cash flow from operations, supplemented by borrowings under the credit facility and additional term financing relating to our proposed new distribution center, will be sufficient to fund planned expansion and other operating cash requirements for at least the next 12 months.

Seasonality

Our quarterly results of operations have fluctuated and are expected to continue to fluctuate in the future primarily as a result of seasonal variances and the timing of sales and costs associated with opening new stores.  Non-capital expenditures, such as advertising and payroll, incurred prior to opening a new store are charged to expense as incurred.  Therefore, 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.

We have three distinct peak selling periods:  Easter, back-to-school and Christmas.

16

ITEM  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in that the interest payable under our credit facility is based on variable interest rates and therefore is affected by changes in market rates.  We do not use interest rate derivative instruments to manage exposure to changes in market interest rates.  A 1% change in the weighted average interest rate charged under the credit facility would have resulted in interest expense fluctuating by approximately $64,000 for the first nine months of fiscal 2005 and $169,000 for the first nine months of 2004.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of October 29, 2005, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended October 29, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17

SHOE CARNIVAL, INC.
PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

(a)		Exhibits
	3-A	Restated Articles of Incorporation of Registrant (incorporated herein by reference from the same exhibit number to the Registrant’s Annual Report on Form 10-K for the year ended February 2, 2002)
	3-B	By-laws of Registrant, as amended to date (incorporated herein by reference from the same exhibit number to the Registrant’s Annual Report on Form 10-K for the year ended February 2, 2002)
	4	(i) Amended and Restated Credit Agreement and Promissory Notes dated April 16, 1999, between Registrant and Mercantile Bank National Association, First Union National Bank and Old National Bank (incorporated herein by reference from exhibit 4(I) to the Registrant’s Annual Report on Form 10-K for the year ended January 30, 1999)
		(ii) Amendment to Amended and Restated Credit Agreement and Promissory Notes dated March 24, 2000, between Registrant and Mercantile Bank National Association, First Union National Bank and Old National Bank (incorporated herein by reference from the same exhibit number to the Registrant’s Annual Report on Form 10-K for the year ended January 29, 2000)
		(iii) Second Amendment to Amended and Restated Credit Agreement and Promissory Notes dated November 8, 2000, between Registrant and Firstar Bank N.A., First Union National Bank, Old National Bank and LaSalle Bank National Association (incorporated herein by reference from the same exhibit number to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 28, 2000)
		(iv) Third Amendment to Amended and Restated Credit Agreement and Promissory Notes dated March 18, 2002, between Registrant and U.S. Bank National Association, First Union National Bank, Old National Bank and LaSalle Bank National Association (incorporated herein by reference from the same exhibit number to the Registrant’s Annual Report on Form 10-K for the year ended February 2, 2002)
		(v) Fourth Amendment to Amended and Restated Credit Agreement and Promissory Notes dated March 12, 2003, between Registrant and U.S. Bank National Association, Wachovia Bank National Association, Old National Bank and LaSalle Bank National Association (incorporated herein by reference from the same exhibit number to the Registrant’s Annual Report on Form 10-K for the year ended February 1, 2003)
		(vi) Fifth Amendment to Amended and Restated Credit Agreement and Promissory Notes dated April 5, 2004, between Registrant and U.S. Bank National Association, Wachovia Bank National Association, Old National Bank and LaSalle Bank National Association (incorporated herein by reference from the same exhibit number to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2004)
		(vii) Assignment Agreement dated June 1, 2004 among LaSalle Bank National Association as Assignor, Fifth Third Bank (Southern Indiana) as Assignee, Registrant as Borrower and U.S. Bank National Association as Agent relating to the Amended and Restated Credit Agreement as further amended (incorporated herein by reference from the same exhibit number to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2004)

18

(a)		Exhibits continued
		(viii) Sixth Amendment to Amended and Restated Credit Agreement and Notes dated April 5, 2005, between Registrant and U.S. Bank National Association, Wachovia Bank National Association, Fifth Third Bank (Southern Indiana) and Old National Bank (incorporated herein by reference from the same exhibit number to the Registrant’s Current Report on Form 8-K filed on April 11, 2005)
	31.1	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
	31.2	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
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

19

SHOE CARNIVAL, INC.
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed, on its behalf by the undersigned thereunto duly authorized.

Date:  December 8, 2005	SHOE CARNIVAL, INC. (Registrant)
	By:	/s/ W. Kerry Jackson
		W. Kerry Jackson
		Executive Vice President
		and Chief Financial Officer

20

EX-31.1

EXHIBIT 31.1

SHOE CARNIVAL, INC.
CERTIFICATION 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

I, Mark L. Lemond, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  December 8, 2005	By:	/s/ Mark L. Lemond
		Mark L. Lemond
		President and
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SHOE CARNIVAL, INC.
CERTIFICATION 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

I, W. Kerry Jackson, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  December 8, 2005	By:	/s/ W. Kerry Jackson
		W. Kerry Jackson
		Executive Vice President and
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350,
AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Shoe Carnival, Inc. (the “Company”) on Form 10-Q for the period ending October 29, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark L. Lemond, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, that:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  December 8, 2005	By:	/s/ Mark L. Lemond
		Mark L. Lemond
		President and
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350,
AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Shoe Carnival, Inc. (the “Company”) on Form 10-Q for the period ending October 29, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I W. Kerry Jackson, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, that:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  December 8, 2005	By:	/s/ W. Kerry Jackson
		W. Kerry Jackson
		Executive Vice President and
		Chief Financial Officer