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Based on its assessment, management believes that the Company’s internal control over financial reporting was effective as of January 28, 2023.
−Removed: On December 3, 2021, the Company acquired the physical stores and substantially all of the other assets of Shoe Station, Inc.
−Removed: (“Shoe Station”), a privately-held, family-owned shoe retailer.
−Removed: Under the rules and regulations of the Securities and Exchange Commission, we have elected to exclude Shoe Station from management's assessment of the effectiveness of the Company’s internal control over financial reporting as of January 29, 2022.
−Removed: This acquisition constitutes 1.3% of net sales in the consolidated statements of income and 11.9% of total assets in the consolidated balance sheets as of and for the year ended January 29, 2022.
−Removed: In the Company's Annual Report on Form 10-K for the year ending January 28, 2023, management and the Company’s independent registered public accounting firm will be required to provide an assessment as to the effectiveness of the Company’s internal control over financial reporting, inclusive of the acquired assets of Shoe Station.
The Company’s internal control over financial reporting as of January 28, 2023 has been audited by its independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report, which is included herein.
1 unchanged sentence
Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of January 28, 2023, 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.
−Removed: Except as noted in the following sentence, there has been no significant change in our internal control over financial reporting that occurred during the quarter ended January 29, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: As a result of the acquisition of the physical stores and substantially all of the other assets of Shoe Station, we have incorporated internal controls over significant processes specific to the acquisition that we believe are appropriate and necessary in connection with accounting for the acquisition, consolidation, and financial reporting.
+Added: There has been no significant change in our internal control over financial reporting that occurred during the quarter ended January 28, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 28, 2023 , of the Company and our report dated March 24, 2023, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Shoe Station, Inc., which was acquired on December 3, 2021, and whose financial statements constitute 11.9% of total assets and 1.3% of net sales of the consolidated financial statement amounts as of and for the year ended January 29, 2022.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Shoe Station, Inc.
Basis for Opinion
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The information required by this Item concerning certain relationships and related transactions and the independence of our Directors is incorporated herein by reference to our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
−Removed: PRINCIPAL ACCOU NTING FEES AND SERVICES
+Added: PRINCIPAL ACCOU NTANT FEES AND SERVICES
The information required by this Item concerning principal accountant fees and services is incorporated herein by reference to our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
5 unchanged sentences
Consolidated Balance Sheets at January 28, 2023 and January 29, 2022
−Removed: Consolidated Statements of Income for the years ended January 29, 2022, January 30, 2021, and February 1, 2020
+Added: Consolidated Statements of Income for the years ended January 28, 2023, January 29, 2022, and January 30, 2021
Consolidated Statements of Shareholders’
−Removed: Equity for the years ended January 29, 2022, January 30, 2021, and February 1, 2020
−Removed: Consolidated Statements of Cash Flows for the years ended January 29, 2022, January 30, 2021, and February 1, 2020
+Added: Equity for the years ended January 28, 2023, January 29, 2022, and January 30, 2021
+Added: Consolidated Statements of Cash Flows for the years ended January 28, 2023, January 29, 2022, and January 30, 2021
Notes to Consolidated Financial Statements
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By-laws of Registrant, as amended to date
−Removed: Credit Agreement, dated as of January 20, 2010, among Registrant, the financial institutions from time to time party thereto as Banks, and Wachovia Bank, National Association, as Agent
−Removed: First Amendment to Credit Agreement dated as of April 10, 2013, by and among Registrant, the financial institutions from time to time party thereto as Banks, and Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association, as Agent
−Removed: Second Amendment to Credit Agreement dated as of March 27, 2017, by and among Registrant, the financial institutions from time to time party thereto as Banks, and Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association, as Agent
−Removed: Third Amendment to Credit Agreement, dated as of April 16, 2020, by and among Registrant, the financial institutions from time to time party thereto as Banks, and Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association, as Agent
−Removed: Security Agreement, dated as of April 16, 2020, by and among Registrant, SCHC, Inc.
−Removed: and SCLC, Inc., as Grantors, and Wells Fargo Bank, N.A., as administrative agent
−Removed: Fourth Amendment to Credit Agreement, dated as of July 20, 2020, by and among the Registrant, the financial institutions from time to time party thereto as Banks, and Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association, as Agent
−Removed: Fifth Amendment to Credit Agreement, dated as of November 30, 2021, by and among Registrant, the financial institutions from time to time party thereto as Banks, and Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association, as Agent
−Removed: Amended and Restated Credit Agreement, dated March 23, 2022, by and among Registrant, the financial institutions from time to time party thereto as Lenders, and Wells Fargo Bank, National Association, as administrative agent
−Removed: Amended and Restated Security Agreement, dated March 23, 2022, by and between the Registrant and Wells Fargo Bank, National Association, as administrative agent
+Added: Amended and Restated Credit Agreement, dated as of March 23, 2022, by and among Registrant, the financial institutions from time to time party thereto as Lenders, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, sole lead arranger and sole bookrunner
+Added: Amended and Restated Security Agreement, dated as of March 23, 2022, by and between the Registrant and Wells Fargo Bank, National Association, as administrative agent
Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934
8 unchanged sentences
Amended and Restated 2016 Executive Incentive Compensation Plan
−Removed: INDEX TO EXHIBITS - Continued
2017 Equity Incentive Plan of Registrant
1 unchanged sentence
Form of Service-Based Restricted Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)
−Removed: Form of 2019 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers) as amended on July 17, 2019
Form of 2021 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)
−Removed: Form of Service-Based Restricted Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)
+Added: Form of 2022 Restricted Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)
Form of 2022 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)
−Removed: Amended and Restated Employment and Noncompetition Agreement dated December 11, 2008, between Registrant and Timothy Baker
−Removed: Severance and Release Agreement dated March 18, 2021, between Registrant and Timothy Baker
+Added: Form of 2023 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)
+Added: Form of Restricted Stock Award Agreement under the Registrant's 2017 Equity Incentive Plan (Employee Directors)
Letter Agreement, dated September 30, 2021, between Registrant and Clifton E.
4 unchanged sentences
Employment and Noncompetition Agreement dated December 4, 2012, between Registrant and Carl N.
+Added: INDEX TO EXHIBITS - Continued
Employment and Noncompetition Agreement dated April 4, 2021, between Registrant and Marc A.
Amended and Restated Employment and Noncompetition Agreement dated October 1, 2021, between Registrant and Mark J.
+Added: Employment Agreement dated July 7, 2022, between Registrant and Patrick C.
Shoe Carnival, Inc.
8 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: INDEX TO EXHIBITS - Continued
The following materials from Shoe Carnival, Inc.’s Annual Report on Form 10-K for the year ended January 28, 2023, formatted in Inline XBRL (Inline Extensible Business Reporting Language):
35 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.