-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000895447-03-000030.txt : 20030819
<SEC-HEADER>0000895447-03-000030.hdr.sgml : 20030819
<ACCEPTANCE-DATETIME>20030819113746
ACCESSION NUMBER:		0000895447-03-000030
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030819
ITEM INFORMATION:		
FILED AS OF DATE:		20030819

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SHOE CARNIVAL INC
		CENTRAL INDEX KEY:			0000895447
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-SHOE STORES [5661]
		IRS NUMBER:				351736614
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21360
		FILM NUMBER:		03854770

	BUSINESS ADDRESS:	
		STREET 1:		8233 BAUMGART ROAD
		CITY:			EVANSVILLE
		STATE:			IN
		ZIP:			47725
		BUSINESS PHONE:		8128674039

	MAIL ADDRESS:	
		STREET 1:		8233 BAUMGART RD
		CITY:			EVANSVILLE
		STATE:			IN
		ZIP:			47725
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>scvl8k2003q2.txt
<DESCRIPTION>SHOE CARNIVAL 2ND QUARTER 2003 8-K
<TEXT>

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


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): August 19, 2003


                               SHOE CARNIVAL, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Indiana                    0-21360                     35-1736614
- --------------------------------------------------------------------------------
    (State or other             (Commission             (IRS Employer
    jurisdiction of             File Number)            Identification No.)
    incorporation)


                               8233 Baumgart Road
                            Evansville, Indiana 47725
                            -------------------------
               (Address of principal executive offices) (Zip Code)


                                 (812) 867-6471
                                 --------------
               (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)







<PAGE>




ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On August 19, 2003, Shoe Carnival, Inc. (the "Company") issued a press
release announcing its operating and financial results for the quarter ended
August 2, 2003. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.







                                       2
<PAGE>



                                    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 hereunto duly authorized.

Dated: August 19, 2003


                                            SHOE CARNIVAL, INC.


                                            By:  /s/ W. Kerry Jackson
                                                 -------------------------------
                                                 W. Kerry Jackson
                                                 Senior Vice President and
                                                 Chief Financial Officer




                                       3
<PAGE>



                                INDEX TO EXHIBITS

Exhibit No.       Description
- -----------       -----------

99.1              Earnings Release - Quarter Ended August 2, 2003.



                                       4
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>scvl8k2003q2exhibit99.txt
<DESCRIPTION>SHOE CARNIVAL 2ND QUARTER 2003 PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1


8233 Baumgart Road                                        Contact Mark L. Lemond
Evansville, Indiana 47725                  President and Chief Executive Officer
www.shoecarnival.com                                         or W. Kerry Jackson
(812) 867-4034                    Senior Vice President, Chief Financial Officer
                                                                   and Treasurer

FOR IMMEDIATE RELEASE

- --------------------------------------------------------------------------------

                  SHOE CARNIVAL REPORTS SECOND QUARTER RESULTS

         Evansville, Indiana, August 19, 2003 - Shoe Carnival, Inc. (Nasdaq:
SCVL) a leading retailer of value-priced footwear and accessories, today
announced sales and earnings for the second quarter ended August 2, 2003. Net
income for the second quarter of fiscal 2003 was $1.5 million, or $0.12 per
diluted share, compared with net income of $3.6 million, or $0.27 per diluted
share, in the second quarter of fiscal 2002.

         Net sales for the second quarter of 2003 increased 7.9 percent to a
second quarter Company record of $134.5 million from $124.6 million last year.
Comparable store sales decreased by 3.0 percent for the 13-week period.

         Gross profit margins for the second quarter of 2003 decreased to 27.5
percent from 28.7 percent last year. Selling, general and administrative
expenses, as a percentage of sales, increased to 25.5 percent from 24.0 percent
in the second quarter of 2002. New store pre-opening costs incurred in the
second quarter of 2003 were $828,000, or 0.6 percent of sales, compared with
$663,000, or 0.5 percent of sales last year. Interest costs decreased to
$176,000 in the second quarter from $200,000 last year.

         Mark Lemond, president and chief executive officer stated, "Our results
came in below our expectations due to a decrease in customer traffic during the
quarter, which necessitated increased promotional activity in order to liquidate
seasonal merchandise. The lower customer traffic, combined with increased
promotional activity, resulted in lower comparable stores sales and gross profit
margins for the quarter. The increase in selling, general and administrative
expenses for the quarter, as a percentage of sales, was primarily due to the
deleveraging effect of lower comparable store sales.

         "While the first half results were disappointing, it appears that the
U.S. economy and retail environment are beginning to show signs of a recovery.
We have seen an improved sales trend in the back-to-school selling period, and
if these trends continue, we expect to report better results in the second half
of 2003."

<PAGE>


         Net income for the first half of 2003 was $6.6 million, or $0.51 per
diluted share, compared with net income of $9.2 million, or $.71 per diluted
share, last year. Net sales increased 6.8 percent to $271.3 million for the
first six months from sales of $254.0 million last year. Comparable store sales
decreased 4.3 percent for the six-month period. Gross profit margin for the
first six months of 2003 decreased to 28.7 percent from 29.5 percent last year.
Selling, general and administrative expenses, as a percentage of sales,
increased to 24.7 percent in the first six months of 2003 from 23.5 percent last
year. Pre-opening costs for first six months of 2003 were $1.6 million, or 0.6
percent of sales, as compared to $1.1 million, or 0.4 percent of sales, in the
first half of 2002. Interest expense incurred in the first half of 2003
decreased to $342,000 from $464,000 in the same period in 2002.

         The Company also issued guidance for the second half of 2003. With an
expectation of an improving sales trend in the second half of 2003, comparable
store sales are now expected to be in the range of flat to up two percent for
the third and fourth quarters. Earnings per diluted share are expected to range
from $0.41 to $0.46 in the third quarter and $0.15 to $0.18 in the fourth
quarter.

         During the first half of 2003, 24 new stores were opened, 11 of which
were opened in the second quarter. An additional 13 stores will be opened in the
second half of 2003 bringing the total new stores to 37 for the year.

         The 11 stores opened during the second quarter included locations in:

                   City                             Market/Stores
           ----------------------                ------------------
           Colorado Springs, CO                  Colorado Springs/1
           Knoxville, TN                         Knoxville/1
           Brooksville, FL                       Tampa/5
           Houston, TX                           Houston/2
           San Antonio, TX                       San Antonio/1
           Lansing, MI                           Lansing/1
           Noblesville, IN                       Indianapolis/11
           Grandville, MI                        Grand Rapids/7
           Baton Rouge, LA                       Baton Rouge/2
           E. Wichita, KS                        Wichita/2
           Orlando, FL                           Orlando/5

         Today, at 2:00 p.m. Eastern time, the Company will host a conference
call to discuss the second quarter results. The public can listen to the live
webcast of the call by visiting Shoe Carnival's Investor Relations page at
www.shoecarnival.com. While the question-and-answer session will be available to
all listeners, questions from the audience will be limited to institutional
analysts and investors. A replay of the webcast will be available on our website
for two weeks beginning approximately two hours after the conclusion of the
conference call.
<PAGE>

         This press release 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; 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 manner; higher than
anticipated costs associated with the closing of underperforming stores; the
inability of manufacturers to deliver products in a timely manner; and changes
in the trade relations between the United States and countries which are the
major manufacturers of footwear.

         In addition, these forward-looking statements necessarily depend upon
assumptions, estimates and dates that may be incorrect or imprecise and involve
known and unknown risks, uncertainties and other factors. Accordingly, any
forward-looking statements included in this press release do not purport to be
predictions of future events or circumstances and may not be realized.
Forward-looking statements can be identified by, among other things, the use of
forward-looking terms such as "believes," "expects," "may," "will," "should,"
"seeks," "pro forma," "anticipates," "intends" or the negative of any of these
terms, or comparable terminology, or by discussions of strategy or intentions.
Given these uncertainties, we caution investors not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. We
disclaim any obligation to update any of these factors or to publicly announce
any revisions to the forward-looking statements contained in this press release
to reflect future events or developments.

         Shoe Carnival is a chain of 229 footwear stores located in the Midwest,
South and Southeast. Combining value pricing with an entertaining store format,
Shoe Carnival is a leading retailer of name brand and private label footwear for
the entire family. Headquartered in Evansville, IN, Shoe Carnival trades on the
Nasdaq Stock Market under the symbol SCVL. Shoe Carnival's press releases and
annual report are available on the Company's website at www.shoecarnival.com.

                             Financial Tables Follow

                                       ###
<PAGE>








                               SHOE CARNIVAL, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                        (In thousands, except per share)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                           13 Weeks Ended                         26 Weeks Ended
                                                   August 2,           August 3,           August 2,          August 3,
                                                     2003                2002                2003               2002
                                                -------------      --------------       ------------      -------------
<S>                                             <C>                <C>                  <C>               <C>
Net sales                                        $    134,463      $      124,626       $    271,313      $     254,010
Cost of sales (including buying,
     distribution and occupancy costs)                 97,512              88,865            193,481            179,167
                                                 ------------      --------------       ------------      -------------
Gross profit                                           36,951              35,761             77,832             74,843
Selling, general and administrative
     expenses                                          34,309              29,873             66,896             59,634
                                                 ------------      --------------       ------------      -------------
Operating income                                        2,642               5,888             10,936             15,209
Interest expense                                          176                 200                342                464
                                                 ------------      --------------       ------------      -------------
Income before income taxes                              2,466               5,688             10,594             14,745
Income taxes                                              925               2,133              3,973              5,529
                                                 ------------      --------------       ------------      -------------
Net income                                       $      1,541      $        3,555       $      6,621      $       9,216
                                                 ============      ==============       ============      =============

Net income per share:
     Basic                                       $        .12      $          .28       $        .52      $        .74
                                                 ============      ==============       ============      ============
     Diluted                                     $        .12      $          .27       $        .51      $        .71
                                                 ============      ==============       ============      ============

Average shares outstanding:
     Basic                                             12,652              12,566             12,638            12,518
                                                 ============      ==============       ============      ============
     Diluted                                           13,018              13,065             12,989            12,995
                                                 ============      ==============       ============      ============
</TABLE>
<PAGE>
















                               SHOE CARNIVAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                     ASSETS

                                                           August 2,          February 1,          August 3,
                                                             2003                2003                2002
                                                        ------------         ------------       ------------
<S>                                                     <C>                  <C>                <C>
Current Assets:
   Cash and cash equivalents                            $    10,190          $     5,782        $     6,316
   Accounts receivable                                        1,772                1,134                954
   Merchandise inventories                                  171,979              146,091            146,615
   Deferred income tax benefit                                  909                  901                316
   Other                                                      3,388                1,890              3,275
                                                        -----------          -----------        -----------
Total Current Assets                                        188,238              155,798            157,476
Property and equipment-net                                   67,701               63,477             62,016
                                                        -----------          -----------        -----------

TOTAL ASSETS                                            $   255,939          $   219,275        $   219,492
                                                        ===========          ===========        ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                                     $    63,906          $    49,847        $    49,432
   Accrued and other liabilities                             10,806                9,276             10,728
   Current portion of long-term debt                            298                  427                586
                                                        -----------          -----------        -----------
Total Current Liabilities                                    75,010               59,550             60,746
Long-term debt                                               27,949               15,503             23,447
Deferred lease incentives                                     6,992                5,262              4,513
Accrued rent                                                  2,623                2,458              2,242
Deferred income taxes                                         4,440                4,971              4,041
Other                                                           927                  640                511
                                                        -----------          -----------        -----------

TOTAL LIABILITIES                                           117,941               88,384             95,500

SHAREHOLDERS' EQUITY                                        137,998              130,891            123,992
                                                        -----------          -----------        -----------

TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                               $   255,939          $   219,275        $   219,492
                                                        ===========          ===========        ===========
</TABLE>
<PAGE>



                               SHOE CARNIVAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           Twenty-six           Twenty-six
                                                                           Weeks Ended          Weeks Ended
                                                                         August 2, 2003       August 3, 2002
                                                                         --------------       --------------
<S>                                                                      <C>                  <C>
Cash Flows From Operating Activities
Net income                                                               $       6,621        $      9,216
Adjustments to reconcile net income
   to net cash provided by operating activities:
     Depreciation and amortization                                               6,808               5,970
     Stock option income tax benefit                                               106                 655
     Loss on retirement of assets                                                  147                   6
     Deferred income taxes                                                        (539)                (49)
     Other                                                                         246                 169
     Changes in operating assets and liabilities:
       Accounts receivable                                                        (854)                344
       Merchandise inventories                                                 (25,888)            (10,967)
       Accounts payable and accrued liabilities                                 15,577               9,652
       Other                                                                    (1,478)             (1,459)
                                                                         -------------        ------------
Net cash provided by operating activities                                          746              13,537
                                                                         -------------        ------------
Cash Flows From Investing Activities
   Purchases of property and equipment                                         (11,337)            (10,693)
   Lease incentives                                                              1,936                 514
   Other                                                                           367                   0
                                                                         -------------        ------------
Net cash used in investing activities                                           (9,034)            (10,179)
                                                                         -------------        ------------
Cash Flows From Financing Activities
   Net borrowings (payments) under line of credit                               12,575              (4,000)
   Payments on long-term debt                                                     (259)               (520)
   Proceeds from issuance of stock                                                 380               2,019
                                                                         -------------        ------------
   Net cash provided by (used in) financing activities                          12,696              (2,501)
                                                                         -------------        ------------
Net increase in cash and cash equivalents                                        4,408                 857
Cash and cash equivalents at beginning of period                                 5,782               5,459
                                                                         -------------        ------------
Cash and Cash Equivalents at end of period                               $      10,190        $      6,316
                                                                         =============        ============
</TABLE>
<PAGE>







</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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