SHOE STATION GROUP INC 10-Q

ITEM 1. FINANCIAL STATEMENTS SHOE CARNIVAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (In thousands, except share data) October 30, 2021 January 30, 2021 October 31, 2020 Assets Current Assets: Cash and cash equivalents $ 173,364 $ 106,532 $ 46,740 Marketable securities 17,834 0 0 Accounts receivable 10,018 7,096 8,435 Merchandise inventories 282,014 233,266 274,264 Other 12,435 8,411 10,727 Total Current Assets 495,665 355,305 340,166 Property and equipment – net 71,963 62,325 63,434 Deferred income taxes 3,153 5,635 6,283 Other noncurrent assets 14,218 13,843 11,802 Operating lease right-of-use assets 201,510 205,639 201,658 Total Assets $ 786,509 $ 642,747 $ 623,343 Liabilities and Shareholders’ Equity Current Liabilities: Accounts payable $ 65,589 $ 57,717 $ 50,897 Accrued and other liabilities 48,536 24,390 25,346 Current portion of operating lease liabilities 47,712 48,794 48,984 Total Current Liabilities 161,837 130,901 125,227 Long-term portion of operating lease liabilities 177,354 182,622 179,335 Deferred compensation 11,941 16,008 14,600 Other 2,831 3,040 964 Total Liabilities 353,963 332,571 320,126 Shareholders’ Equity: Common stock, $ 0.01 par value, 50,000,000 shares authorized and 41,049,190 shares issued in each period, respectively 410 410 410 Additional paid-in capital 79,295 78,737 77,963 Retained earnings 534,902 406,655 400,505 Treasury stock, at cost, 12,883,917 shares, 12,839,472 shares and 12,842,062 shares, respectively ( 182,061 ) ( 175,626 ) ( 175,661 ) Total Shareholders’ Equity 432,546 310,176 303,217 Total Liabilities and Shareholders’ Equity $ 786,509 $ 642,747 $ 623,343 See notes to Condensed Consolidated Financial Statements. 3 SHOE CARNIVAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME Unaudited (In thousands, except per share data) Thirteen Weeks Ended October 30, 2021 Thirteen Weeks Ended October 31, 2020 Thirty-nine Weeks Ended October 30, 2021 Thirty-nine Weeks Ended October 31, 2020 Net sales $ 356,336 $ 274,579 $ 1,017,023 $ 722,868 Cost of sales (including buying, distribution and occupancy costs) 212,280 186,818 607,057 521,038 Gross profit 144,056 87,761 409,966 201,830 Selling, general and administrative expenses 81,632 67,598 230,225 190,530 Operating income 62,424 20,163 179,741 11,300 Interest income ( 8 ) ( 2 ) ( 14 ) ( 95 ) Interest expense 120 119 358 293 Income before income taxes 62,312 20,046 179,397 11,102 Income tax expense 15,476 5,368 45,107 2,554 Net income $ 46,836 $ 14,678 $ 134,290 $ 8,548 Net income per share: Basic $ 1.66 $ 0.52 $ 4.75 $ 0.30 Diluted $ 1.64 $ 0.51 $ 4.69 $ 0.30 Weighted average shares: Basic 28,192 28,180 28,257 28,113 Diluted 28,547 28,533 28,607 28,450 See notes to Condensed Consolidated Financial Statements. 4 SHOE CARNIVAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Unaudited Thirteen Weeks Ended Common Stock Additional Paid-In Retained Treasury (In thousands, except per share data) Issued Treasury Amount Capital Earnings Stock Total Balance at July 31, 2021 41,049 ( 12,811 ) $ 410 $ 78,330 $ 490,069 $ ( 178,897 ) $ 389,912 Dividends declared ($ 0.070 per share) ( 2,003 ) ( 2,003 ) Employee stock purchase plan purchases 1 14 16 30 Stock-based compensation awards 30 ( 410 ) 410 0 Shares surrendered by employees to pay taxes on stock-based compensation awards ( 12 ) ( 414 ) ( 414 ) Purchase of common stock for treasury ( 92 ) ( 3,176 ) ( 3,176 ) Stock-based compensation expense 1,361 1,361 Net income 46,836 46,836 Balance at October 30, 2021 41,049 ( 12,884 ) $ 410 $ 79,295 $ 534,902 $ ( 182,061 ) $ 432,546 Balance at August 1, 2020 41,049 ( 12,847 ) $ 410 $ 77,183 $ 387,119 $ ( 175,725 ) $ 288,987 Dividends declared ($ 0.045 per share) ( 1,292 ) ( 1,292 ) Employee stock purchase plan purchases 4 1 46 47 Stock-based compensation awards 1 ( 27 ) 27 0 Shares surrendered by employees to pay taxes on stock-based compensation awards ( 9 ) ( 9 ) Stock-based compensation expense 806 806 Net income 14,678 14,678 Balance at October 31, 2020 41,049 ( 12,842 ) $ 410 $ 77,963 $ 400,505 $ ( 175,661 ) $ 303,217 Thirty-nine Weeks Ended Common Stock Additional Paid-In Retained Treasury (In thousands, except per share data) Issued Treasury Amount Capital Earnings Stock Total Balance at January 30, 2021 41,049 ( 12,839 ) $ 410 $ 78,737 $ 406,655 $ ( 175,626 ) $ 310,176 Dividends declared ($ 0.210 per share) ( 6,043 ) ( 6,043 ) Employee stock purchase plan purchases 4 60 62 122 Stock-based compensation awards 248 ( 3,400 ) 3,400 0 Shares surrendered by employees to pay taxes on stock-based compensation awards ( 88 ) ( 2,750 ) ( 2,750 ) Purchase of common stock for treasury ( 209 ) ( 7,147 ) ( 7,147 ) Stock-based compensation expense 3,898 3,898 Net income 134,290 134,290 Balance at October 30, 2021 41,049 ( 12,884 ) $ 410 $ 79,295 $ 534,902 $ ( 182,061 ) $ 432,546 Balance at February 1, 2020 41,049 ( 13,034 ) $ 410 $ 79,773 $ 395,761 $ ( 178,581 ) $ 297,363 Dividends declared ($ 0.133 per share) ( 3,804 ) ( 3,804 ) Employee stock purchase plan purchases 14 ( 37 ) 189 152 Stock-based compensation awards 322 ( 4,467 ) 4,467 0 Shares surrendered by employees to pay taxes on stock-based compensation awards ( 144 ) ( 1,736 ) ( 1,736 ) Stock-based compensation expense 2,694 2,694 Net income 8,548 8,548 Balance at October 31, 2020 41,049 ( 12,842 ) $ 410 $ 77,963 $ 400,505 $ ( 175,661 ) $ 303,217 See notes to Condensed Consolidated Financial Statements. 5 SHOE CARNIVAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (In thousands) Thirty-nine Weeks Ended October 30, 2021 Thirty-nine Weeks Ended October 31, 2020 Cash Flows From Operating Activities Net income $ 134,290 $ 8,548 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 13,687 12,034 Stock-based compensation 4,118 2,881 Loss on retirement and impairment of assets 1,120 2,427 Deferred income taxes 2,482 1,550 Non-cash operating lease expense 31,797 31,087 Other 1,950 494 Changes in operating assets and liabilities: Accounts receivable ( 2,922 ) ( 5,711 ) Merchandise inventories ( 48,748 ) ( 14,769 ) Operating leases ( 34,018 ) ( 26,673 ) Accounts payable and accrued liabilities 19,872 ( 2,544 ) Other ( 3,150 ) ( 9,154 ) Net cash provided by operating activities 120,478 170 Cash Flows From Investing Activities Purchases of property and equipment ( 20,350 ) ( 10,083 ) Investments in marketable securities and other ( 17,496 ) 0 Other 0 194 Net cash used in investing activities ( 37,846 ) ( 9,889 ) Cash Flows From Financing Activities Borrowings under line of credit 0 24,903 Payments on line of credit 0 ( 24,903 ) Proceeds from issuance of stock 122 152 Dividends paid ( 6,025 ) ( 3,856 ) Purchase of common stock for treasury ( 7,147 ) 0 Shares surrendered by employees to pay taxes on stock-based compensation awards ( 2,750 ) ( 1,736 ) Net cash used in financing activities ( 15,800 ) ( 5,440 ) Net increase (decrease) in cash and cash equivalents 66,832 ( 15,159 ) Cash and cash equivalents at beginning of period 106,532 61,899 Cash and cash equivalents at end of period $ 173,364 $ 46,740 Supplemental disclosures of cash flow information: Cash paid during period for interest $ 359 $ 276 Cash paid during period for income taxes $ 33,542 $ 1,812 Capital expenditures incurred but not yet paid $ 2,602 $ 808 Dividends declared but not yet paid $ 151 $ 113 See notes to Condensed Consolidated Financial Statements. 6 SHOE CARNIVAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited Note 1 – Basis of Presentation Shoe Carnival, Inc. is one of the nation’s largest family footwear retailers, providing customers the convenience of shopping at any of our store locations or online. We offer customers a broad assortment of dress, casual and athletic footwear and accessories for men, women and children with an emphasis on national name brands. We differentiate our retail concept from our competitors by our distinctive, fun and promotional marketing efforts. We are an Indiana corporation that was initially formed in Delaware in 1993 and reincorporated in Indiana in 1996. References to “Shoe Carnival,” “we,” “us,” “our” and the “Company” in this Quarterly Report on Form 10-Q refer to Shoe Carnival, Inc. and its subsidiaries. In our opinion, the accompanying unaudited Condensed Consolidated Financial Statements and notes have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and contain all normal recurring adjustments necessary to fairly present our financial position and the results of our operations and our cash flows for the periods presented. Certain information and disclosures normally included in the notes to Condensed Consolidated Financial Statements have been condensed or omitted as permitted by the rules and regulations of 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 unaudited 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 the fiscal year ended January 30, 2021. On June 21, 2021, our Board of Directors authorized a two-for-one stock split of the shares of our common stock. The stock split entitled each shareholder of record at the close of business on July 6, 2021 to receive one additional share of common stock for each share of common stock owned as of that date and was paid on July 19, 2021. Upon the completion of the stock split, our outstanding shares increased from approximately 14.1 million shares to approximately 28.2 million shares. In accordance with the provisions of our 2017 Equity Incentive Plan (the “2017 Plan”) and our Employee Stock Purchase Plan, and as determined by the Compensation Committee of our Board of Directors, the following, among other items, were adjusted to equitably reflect the effect of the two-for-one stock split: • The number of shares reserved and available for issuance; • The number of shares subject to outstanding equity awards under our stock-based compensation programs; • The exercise prices and maximum gain of our outstanding stock appreciation rights; and • The annual diluted net income per share targets associated with our outstanding performance stock units granted under the 2017 Plan. All share and per share amounts in this quarterly report on Form 10-Q give effect to the stock split and have been adjusted retroactively for all periods presented. Note 2 - Net Income Per Share The following tables set forth the computation of basic and diluted net income per share as shown on the face of the accompanying Condensed Consolidated Statements of Income: Thirteen Weeks Ended October 30, 2021 October 31, 2020 (In thousands, except per share data) Basic Net Income per Share: Net Income Shares Per Share Amount Net Income Shares Per Share Amount Net income available for basic common shares and basic net income per share $ 46,836 28,192 $ 1.66 $ 14,678 28,180 $ 0.52 Diluted Net Income per Share: Net income $ 46,836 $ 14,678 Conversion of stock-based compensation arrangements 0 355 0 353 Net income available for diluted common shares and diluted net income per share $ 46,836 28,547 $ 1.64 $ 14,678 28,533 $ 0.51 7 Thirty-nine Weeks Ended October 30, 2021 October 31, 2020 (In thousands, except per share data) Basic Net Income per Share: Net Income Shares Per Share Amount Net Income Shares Per Share Amount Net income available for basic common shares and basic net income per share $ 134,290 28,257 $ 4.75 $ 8,548 28,113 $ 0.30 Diluted Net Income per Share: Net income $ 134,290 $ 8,548 Conversion of stock-based compensation arrangements 0 350 0 337 Net income available for diluted common shares and diluted net income per share $ 134,290 28,607 $ 4.69 $ 8,548 28,450 $ 0.30 The computation of basic net income per share of common stock is based on the weighted average number of common shares outstanding during the period. The computation of diluted net income per share is based on the weighted average number of shares outstanding plus the dilutive incremental shares that would be outstanding assuming the vesting of stock-based compensation arrangements involving restricted stock, restricted stock units and performance stock units. A small portion of these awards that were outstanding at the beginning of fiscal 2020 had a non-forfeitable right to dividends. No unvested stock-based awards that will be settled in shares were excluded from the computation of diluted net income per share for the thirteen and thirty-nine weeks ended October 30, 2021. During the thirteen and thirty-nine weeks ended October 31, 2020, unvested stock-based awards that will be settled in shares excluded from the computation were approximately 2,000 and 3,000 , respectively, because the impact would have been anti-dilutive. Note 3 – Recently Issued Accounting Pronouncements The Financial Accounting Standards Board issued guidance related to reference rate reform, which addresses contract modifications that may be necessary due to the expected discontinuance of LIBOR as a broadly used reference rate. The guidance was effective immediately but is only available for contract modifications made through December 31, 2022. Our credit facility currently allows for LIBOR-based borrowings and, as amended in 2020, contains provisions providing for a benchmark replacement in the event LIBOR is discontinued. We will adopt this guidance when LIBOR is discontinued and do not expect the adoption will have a material impact on our consolidated financial statements or related disclosures. Note 4 – Risk and Uncertainties Associated with the COVID-19 Pandemic Our operations have been significantly disrupted by the outbreak of a novel strain of coronavirus (“COVID-19”). On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The U.S. Government, as well as the vast majority of states and local municipalities, have taken unprecedented measures to control the spread of COVID-19 and to provide stimulus as a mitigating measure to deteriorating economic conditions and increasing unemployment. The COVID-19 pandemic began significantly impacting our operations, sales and costs beginning in the first quarter of fiscal 2020. Impacts included the temporary closure of our physical stores effective March 19, 2020, reduced foot traffic and sales, deteriorating economic conditions for our customer base, and some disruption to our global supply chain. We began reopening physical stores in accordance with applicable public health guidelines in late April 2020. By the beginning of the second quarter of fiscal 2020, approximately 50 % of our stores were reopened, and by early June 2020 , substantially all of our stores had reopened. Our e-commerce platform has been fully operational during the pandemic with e-commerce orders generally fulfilled by our store locations. We did not have any stores closed as of October 30, 2021 or for extended periods during the first nine months of fiscal 2021 due to the pandemic. The COVID-19 pandemic will likely continue to impact our financial condition and results of operations for the foreseeable future. Note 5 - Fair Value Measurements The accounting guidance related to fair value measurements defines fair value and provides a consistent framework for measuring fair value under the authoritative literature. Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect market assumptions. This guidance only applies when other guidance requires or permits the fair value measurement of assets and liabilities. The guidance does not expand the use of fair value measurements. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels: 8 • Level 1 – Quoted prices in active markets for identical assets or liabilities; • Level 2 – Quoted prices in active or inactive markets for similar assets or liabilities that are either directly or indirectly observable; and • Level 3 – Significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data. Fair values of our long-lived assets are estimated using an income-based approach and are classified within Level 3 of the valuation hierarchy. Fair Value of Financial Instruments The following table presents financial instruments that are measured at fair value on a recurring basis at October 30, 2021, January 30, 2021 and October 31, 2020. Fair Value Measurements (In thousands) Level 1 Level 2 Level 3 Total As of October 30, 2021 Cash equivalents - money market mutual funds $ 165,072 $ 0 $ 0 $ 165,072 Marketable securities - mutual funds that fund deferred compensation 17,834 0 0 17,834 Total $ 182,906 $ 0 $ 0 $ 182,906 As of January 30, 2021 Cash equivalents - money market mutual funds $ 97,519 $ 0 $ 0 $ 97,519 As of October 31, 2020 Cash equivalents - money market mutual funds $ 48,883 $ 0 $ 0 $ 48,883 During the second quarter of fiscal 2021, we invested in publicly traded mutual funds with readily determinable fair values. These marketable securities are designed to mitigate volatility in our Condensed Consolidated Statements of Income associated with our non-qualified deferred compensation plan. As of October 30, 2021, these marketable securities were principally invested in equity-based mutual funds, consistent with the allocation in our deferred compensation plan. As of October 30, 2021, the balance in our deferred compensation plan was $ 16.7 million, of which $ 4.8 million was in Accrued and other liabilities based on scheduled payments due within the next 12 months and $ 11.9 million was in Deferred compensation. To the extent there are funds in excess of the total non-qualified deferred compensation plan liability, such funds are invested in a stable value mutual fund. We classify these marketable securities as current assets because we have the ability to convert the securities into cash at our discretion and these marketable securities are not held in a rabbi trust. For the thirteen and thirty-nine weeks ended October 30, 2021, we recognized unrealized gains of $ 390,000 and $ 338,000 , respectively, related to equity securities still held at October 30, 2021. The fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their carrying values because of their short-term nature. Long-Lived Asset Impairment Testing We periodically evaluate our long-lived assets for impairment if events or circumstances indicate that the carrying value may not be recoverable. The carrying value of long-lived assets is considered impaired when the carrying value of the assets exceeds the expected future cash flows to be derived from their use. Assets are grouped, and the evaluation is performed, at the lowest level for which there are identifiable cash flows, which is generally at a store level. Store level asset groupings typically include property and equipment and operating lease right-of-use assets. If the estimated, undiscounted future cash flows for a store are determined to be less than the carrying value of the store’s assets, an impairment loss is recorded for the difference between estimated fair value and carrying value. Assets subject to impairment are adjusted to estimated fair value and, if applicable, an impairment loss is recorded in selling, general and administrative expenses. If the operating lease right-of-use asset is impaired, we would amortize the remaining right-of-use asset on a straight-line basis over the remaining lease term . We estimate the fair value of our long-lived assets using store specific cash flow assumptions discounted by a rate commensurate with the risk involved with such assets while incorporating marketplace assumptions. Our estimates are derived from an income-based approach considering the cash flows expected over the remaining lease term for each location. These projections are primarily based on management’s estimates of store-level sales, exercise of future lease renewal options and the store’s contribution to cash flows and, by their nature, include judgments about how current initiatives will impact future performance. We estimate the fair value of operating lease right-of-use assets using the market value of rents applicable to the leased asset, discounted using the remaining lease term. External factors, such as the local environment in which the store is located, including store traffic and competition, are evaluated in terms of their effect on sales trends. Changes in sales and operating income assumptions or unfavorable changes in external factors 9 can significantly impact the estimated future cash flows. An increase or decrease in the projected cash flow can significantly impact the fair value of these assets, which may have an effect on the impairment recorded. If actual operating results or market conditions differ from those anticipated, the carrying value of certain of our assets may prove unrecoverable and we may incur additional impairment charges in the future. During the thirteen and thirty-nine weeks ended October 30, 2021, we recorded impairment charges of $ 15,000 and $ 983,000 associated with one store and four stores, respectively. During the thirteen and thirty-nine weeks ended October 31, 2020, we recorded impairment charges of $ 211,000 and $ 2.7 million associated with one store and nine stores, respectively. These charges were included in selling, general and administrative expenses. No impairments of operating right-of-use assets have been recorded in any of these periods. Note 6 - Stock-Based Compensation Stock-based compensation includes share-settled awards issued pursuant to our shareholder approved Shoe Carnival, Inc. 2017 Equity Incentive Plan in the form of restricted stock units, performance stock units, and restricted stock. Additionally, we recognize stock-based compensation expense for the discount on shares sold to employees through our Employee Stock Purchase Plan and for cash-settled stock appreciation rights. For the thirteen and thirty-nine weeks ended October 30, 2021, stock-based compensation expense for the Employee Stock Purchase Plan was $ 5,000 before the income tax benefit of $ 1,000 and $ 22,000 before the income tax benefit of $ 6,000 , respectively. For the thirteen and thirty-nine weeks ended October 31, 2020, stock-based compensation expense for the Employee Stock Purchase Plan was $ 8,000 before the income tax benefit of $ 2,000 and $ 27,000 before the income tax benefit of $ 6,000 , respectively. Share-Settled Equity Awards The following table summarizes transactions for our restricted stock units and performance stock units: Number of Shares Weighted- Average Grant Date Fair Value Outstanding at January 30, 2021 513,016 $ 11.07 Granted 215,972 28.21 Vested ( 238,964 ) 15.50 Forfeited ( 34,486 ) 16.17 Outstanding at October 30, 2021 455,538 $ 16.48 The total fair value at grant date of restricted stock units and performance stock units that vested during the thirty-nine weeks ended October 30, 2021 and October 31, 2020 was $ 3.7 million and $ 4.4 million, respectively. The weighted-average grant date fair value of restricted stock units and performance stock units granted during the thirty-nine weeks ended October 30, 2021 and October 31, 2020 was $ 28.21 and $ 7.44 , respectively. The following table summarizes transactions for our restricted stock and other stock awards: Number of Shares Weighted- Average Grant Date Fair Value Outstanding at January 30, 2021 0 $ 0.00 Granted 8,702 32.79 Vested ( 802 ) 33.04 Forfeited or expired 0 0.00 Outstanding at October 30, 2021 7,900 $ 32.76 The total fair value at grant date of restricted stock and other stock awards that vested during the thirty-nine weeks ended October 30, 2021 and October 31, 2020 was $ 26,000 and $ 1.3 million, respectively. The weighted-average grant date fair value of restricted stock and other stock awards granted during the thirty-nine weeks ended October 30, 2021 and October 31, 2020 was $ 32.79 and $ 12.46 , respectively. 10 The following table summarizes information regarding stock-based compensation expense recognized for all share-settled equity awards (restricted stock units, performance stock units and restricted stock and other stock awards): (In thousands) Thirteen Weeks Ended October 30, 2021 Thirteen Weeks Ended October 31, 2020 Thirty-nine Weeks Ended October 30, 2021 Thirty-nine Weeks Ended October 31, 2020 Stock-based compensation expense before the recognized income tax effect $ 1,356 $ 797 $ 3,876 $ 2,667 Income tax effect at statutory rate $ ( 337 ) $ ( 213 ) $ ( 975 ) $ ( 613 ) Additional income tax (benefit)/expense on vesting of awards $ ( 107 ) $ 3 $ ( 992 ) $ 81 As of October 30, 2021 approximately $ 4.7 million of unrecognized compensation expense remained related to our share-settled equity awards. The cost is expected to be recognized over a weighted average period of approximately 1.1 years. Cash-Settled Stock Appreciation Rights Cash-settled stock appreciation rights (“SARs”) are granted to certain non-executive employees. Each SAR entitles holders, upon exercise of their vested shares, to receive cash in an amount equal to the closing price of our stock on the date of exercise less the exercise price, with a maximum amount of gain defined. The SARs granted during the first quarter of fiscal 2021 will vest and become fully exercisable on March 31, 2022 and any unexercised SARs will expire on March 31, 2024. SARs granted during the first quarter of fiscal 2020 vested and became fully exercisable on March 31, 2021. The remaining unexercised SARs from the first quarter fiscal 2020 grant were exercised in the second quarter of fiscal 2021. SARs granted during the first quarter of fiscal 2019 vested and became fully exercisable on March 31, 2020. The remaining unexercised SARs from the first quarter fiscal 2019 grant were exercised in the first quarter of fiscal 2021. The SARs issued have a defined maximum gain of $ 5.00 over the exercise price of $ 30.94 for awards granted in fiscal 2021. The following table summarizes the SARs activity: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Outstanding at January 30, 2021 88,400 $ 7.61 Granted 93,800 30.94 Forfeited or expired ( 5,800 ) 30.94 Exercised ( 88,400 ) 7.61 Outstanding at October 30, 2021 88,000 $ 30.94 2.4 The fair value of these liability awards are remeasured, using a trinomial lattice model, at each reporting period until the date of settlement. Increases or decreases in stock-based compensation expense are recognized over the vesting period, or immediately for vested awards. The weighted-average fair value of outstanding SAR awards as of October 30, 2021 was $ 3.02 . The fair value was estimated using a trinomial lattice model with the following assumptions: October 30, 2021 October 31, 2020 Risk free interest rate yield curve 0.06% - 1.18% 0.08% - 0.38% Expected dividend yield 0.8 % 1.2 % Expected volatility 63.29 % 64.09 % Maximum life 2.4 Years 1.9 Years Exercise multiple 1.03 1.29 Maximum payout $ 5.00 $ 5.00 Employee exit rate 2.2% - 9.0% 2.2% - 9.0% The risk free interest rate was based on the U.S. Treasury yield curve in effect at the end of the reporting period. The expected dividend yield was based on our historical quarterly cash dividends, with the assumption that quarterly dividends would continue at that rate. Expected volatility was based on the historical volatility of our common stock. The exercise multiple and employee exit rate were calculated based on historical data. 11 The following table summarizes information regarding stock-based compensation expense recognized for SARs: (In thousands) Thirteen Weeks Ended October 30, 2021 Thirteen Weeks Ended October 31, 2020 Thirty-nine Weeks Ended October 30, 2021 Thirty-nine Weeks Ended October 31, 2020 Stock-based compensation expense before the recognized income tax effect $ 71 $ 183 $ 220 $ 187 Income tax effect at statutory rate $ ( 18 ) $ ( 49 ) $ ( 55 ) $ ( 43 ) As of October 30, 2021, approximately $ 111,000 in unrecognized compensation expense remained related to non-vested SARs. This expense is expected to be recognized over a period of approximately 0.4 years. Note 7 – Revenue Disaggregation of Revenue by Product Category Revenue is disaggregated by product category below. Net sales and percentage of Net sales for the thirteen and thirty-nine weeks ended October 30, 2021 and October 31, 2020 were as follows: (In thousands) Thirteen Weeks Ended October 30, 2021 Thirteen Weeks Ended October 31, 2020 Non-Athletics: Women’s $ 73,031 21 % $ 54,164 20 % Men’s 44,226 12 34,676 13 Children’s 21,358 6 15,145 5 Total 138,615 39 103,985 38 Athletics: Women’s 58,941 16 50,935 19 Men’s 73,429 21 59,355 22 Children’s 64,590 18 43,662 16 Total 196,960 55 153,952 57 Accessories and Other 20,761 6 16,642 5 Total $ 356,336 100 % $ 274,579 100 % (In thousands) Thirty-nine Weeks Ended October 30, 2021 Thirty-nine Weeks Ended October 31, 2020 Non-Athletics: Women’s $ 231,702 23 % $ 148,252 21 % Men’s 140,186 14 95,710 13 Children’s 67,205 7 38,698 5 Total 439,093 44 282,660 39 Athletics: Women’s 167,184 16 139,808 19 Men’s 206,054 20 163,757 23 Children’s 147,092 14 95,743 13 Total 520,330 50 399,308 55 Accessories and Other 57,600 6 40,900 6 Total $ 1,017,023 100 % $ 722,868 100 % 12 Accounting Policy and Performance Obligations We operate as an omnichannel, family footwear retailer and provide the convenience of shopping at our physical stores or shopping online through our e-commerce platform. As part of our omnichannel strategy, we offer Shoes 2U, a program that enables us to ship product to a customer’s home or selected store if the product is not in stock at a particular store. We also offer “buy online, pick up in store” services for our customers. “Buy online, pick up in store” provides the convenience of local pickup for our customers. For our physical stores, we satisfy our performance obligation and control is transferred at the point of sale when the customer takes possession of the products. This also includes the “buy online, pick up in store” scenario described above and includes sales made via our Shoes 2U program when customers choose to pick up their goods at a physical store. For sales made through our e-commerce platform in which the customer chooses home delivery, we transfer control and recognize revenue when the product is shipped. This also includes sales made via our Shoes 2U program when the customer chooses home delivery. 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. Gift card revenue is recognized at the time of redemption. When a customer makes a purchase as part of our rewards program, we allocate the transaction price between the goods purchased and the loyalty reward points and recognize the loyalty revenue based on estimated customer redemptions. Transaction Price and Payment Terms The transaction price is the amount of consideration we expect to receive from our customers and is reduced by any stated promotional discounts at the time of purchase. The transaction price may be variable due to terms that permit customers to exchange or return products for a refund. The implicit contract with the customer reflected in the transaction receipt states the final terms of the sale, including the description, quantity, and price of each product purchased. The customer agrees to a stated price in the contract that does not vary over the term of the contract and may include revenue to offset shipping costs. Taxes imposed by governmental authorities such as sales taxes are excluded from Net sales. Our physical stores accept various forms of payment from customers at the point of sale. These include cash, checks, credit/debit cards and gift cards. Our e-commerce platform accepts credit/debit cards, PayPal, Apple Pay, Klarna and gift cards as forms of payment. Payments made for products are generally collected when control passes to the customer, either at the point of sale or at the time the customer order is shipped. For Shoes 2U transactions, customers may order the product at the point of sale. For these transactions, customers pay in advance and unearned revenue is recorded as a contract liability. We recognize the related revenue when control has been transferred to the customer (i.e., when the product is picked up by the customer or shipped to the customer). Unearned revenue related to our Shoes 2U program was not material to our Condensed Consolidated Financial Statements at October 30, 2021, January 30, 2021 or October 31, 2020. Returns and Refunds We have established an allowance based upon historical experience in order to estimate return and refund transactions. This allowance is recorded as a reduction in sales with a corresponding refund liability recorded in Accrued and other liabilities. The estimated cost of merchandise inventory is recorded as a reduction to Cost of sales and an increase in Merchandise inventories. Approximately $ 740,000 of refund liabilities and $ 495,000 of right of return assets associated with estimated product returns were recorded in Accrued and other liabilities as of October 30, 2021 and January 30, 2021. Approximately $ 718,000 of refund liabilities and $ 500,000 of right of return assets associated with estimated product returns were recorded in Accrued and other liabilities at October 31, 2020. Contract Liabilities The issuance of a gift card is recorded as an increase to contract liabilities and a decrease to contract liabilities when a customer redeems a gift card. Estimated breakage is determined based on historical breakage percentages and recognized as revenue based on expected gift card usage. We do not record breakage revenue when escheat liability to relevant jurisdictions exists. At October 30, 2021, January 30, 2021 and October 31, 2020, approximately $ 1.4 million, $ 1.7 million and $ 1.2 million of contract liabilities associated with unredeemed gift cards were recorded in Accrued and other liabilities, respectively. We expect the revenue associated with these liabilities to be recognized in proportion to the pattern of customer redemptions within two years. Breakage revenue associated with our gift cards of $ 41,000 and $ 121,000 was recognized in Net sales during the thirteen and thirty-nine weeks ended October 30, 2021, respectively. Breakage revenue associated with our gift cards of $ 27,000 and $ 69,000 was recognized in Net sales during the thirteen and thirty-nine weeks ended October 31, 2020, respectively. 13 Our Shoe Perks rewards program allows customers to accrue points and provides customers with the opportunity to earn rewards. Points under Shoe Perks are earned primarily by making purchases through any of our omni channel points of sale . Once a certain threshold of accumulated points is reached, the customer earns a reward certificate, which is redeemable through any of our sales channels . When a Shoe Perks customer makes a purchase, we allocate the transaction price between the goods purchased and the loyalty reward points earned based on the relative standalone selling price. The portion allocated to the points program is recorded as a contract liability for rewards that are expected to be redeemed. We then recognize revenue based on an estimate of when customers redeem rewards, which incorporates an estimate of points expected to expire using historical rates. During the thirteen and thirty-nine weeks ended October 30, 2021, approximately $ 1.7 million and $ 4.5 million, respectively, of loyalty rewards were recognized in Net sales. During the thirteen and thirty-nine weeks ended October 31, 2020, approximately $ 1.3 million and $ 3.2 million, respectively, of loyalty rewards were recognized in Net sales. At October 30, 2021, January 30, 2021 and October 31, 2020, approximately $ 1.0 million, $ 755,000 and $ 828,000 of contract liabilities associated with loyalty rewards were recorded in Accrued and other liabilities, respectively. We expect the revenue associated with these liabilities to be recognized in proportion to the pattern of customer redemptions in less than one year. Note 8 – Leases We lease all of our physical stores and our single distribution center, which has a current lease term expiring in 2034 . We also enter into leases of equipment, copiers and billboards. All of our leases are operating leases. Leases with terms of twelve months or less are immaterial and are expensed as incurred, and we did not have any leases with related parties as of October 30, 2021. Lease costs, including related common area maintenance (“CAM”), property taxes, and insurance, reported in our Condensed Consolidated Statements of Income were as follows for the thirteen and thirty-nine weeks ended October 30, 2021 and October 31, 2020: (In thousands) Thirteen Weeks Ended October 30, 2021 Thirteen Weeks Ended October 31, 2020 Thirty-nine Weeks Ended October 30, 2021 Thirty-nine Weeks Ended October 31, 2020 Operating lease cost $ 13,520 $ 13,432 $ 40,272 $ 40,047 Variable lease cost 713 490 2,413 1,464 CAM, property taxes and insurance 4,746 4,888 14,375 15,023 Total $ 18,979 $ 18,810 $ 57,060 $ 56,534 14