Factors That May Affect Future Results



This quarterly report on Form 10-Q contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of 1995, 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 continental United
States in which our stores are located and the impact of the ongoing economic
crisis in Puerto Rico on sales at, and cash flows of, our stores located in
Puerto Rico; the effects and duration of economic downturns and unemployment
rates; changes in the overall retail environment and more specifically in the
apparel and footwear retail sectors; our ability to generate increased sales at
our stores; our ability to successfully navigate the increasing use of online
retailers for fashion purchases and the impact on traffic and transactions in
our physical stores; our ability to attract customers to our e-commerce website
and to successfully grow our e-commerce sales; the potential impact of national
and international security concerns on the retail environment; changes in our
relationships with key suppliers; changes in the political and economic
environments in, the status of trade relations with, and the impact of changes
in trade policies and tariffs impacting, China and other countries which are the
major manufacturers of footwear; the impact of competition and pricing; our
ability to successfully manage and execute our marketing initiatives and
maintain positive brand perception and recognition; changes in weather patterns,
consumer buying trends and our ability to identify and respond to emerging
fashion trends; the impact of disruptions in our distribution or information
technology operations; the effectiveness of our inventory management; the impact
of natural disasters on our stores, as well as on consumer confidence and
purchasing in general; risks associated with the seasonality of the retail
industry; the impact of unauthorized disclosure or misuse of personal and
confidential information about our customers, vendors and employees, including
as a result of a cyber-security breach; our ability to manage our third-party
vendor relationships; our ability to successfully execute our business strategy,
including the availability of desirable store locations at acceptable lease
terms, our ability to open new stores in a timely and profitable manner,
including our entry into major new markets, and the availability of sufficient
funds to implement our business plans; higher than anticipated costs associated
with the closing of underperforming stores; the inability of manufacturers to
deliver products in a timely manner; the impact of regulatory changes in the
United States and the countries where our manufacturers are located; the
resolution of litigation or regulatory proceedings in which we are or may become
involved; our ability to meet our labor needs while controlling costs; and
future stock repurchases under our stock repurchase program and future dividend
payments. For a more detailed discussion of certain risk factors, see the "Risk
Factors" section of our Annual Report on Form 10-K for the fiscal year ended
February 2, 2019.

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 thereto included in Part I, Item 1 of this
Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the
fiscal year ended February 2, 2019 as filed with the SEC.

Overview of Our Business

Shoe Carnival, Inc. is one of the nation's largest family footwear retailers,
providing the convenience of shopping at any of our store locations or online at
shoecarnival.com. Our stores combine competitive pricing with a fun and
promotional, in-store marketing effort that encourages customer participation
and injects fun and surprise into every shopping experience. We believe this fun
and 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. A similar customer experience is reflected in our e-commerce
site through special promotions and limited time sales, along with relevant
product stories featured on our home page.

Our objective is to be the destination retailer-of-choice for a wide range of
consumers seeking value-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 in four general
categories - women's, men's, children's and athletics. In addition to footwear,
our stores carry selected accessory items such as socks, belts, shoe care items,
handbags, sport bags, backpacks and wallets. Our e-commerce site offers
customers an opportunity to choose from a large selection of products in all of
the same categories of footwear with a depth of sizes and colors that may not be
available in our stores and introduces our concept to consumers who are new to
Shoe Carnival in both existing and new markets.

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Critical Accounting Policies



We use judgment in reporting our financial results. This judgment involves
estimates based in part on our historical experience and incorporates the impact
of the current general economic climate and company-specific circumstances.
However, because future events and economic conditions are inherently uncertain,
our actual results could differ materially from these estimates. Our accounting
policies that require more significant judgments include those with respect to
merchandise inventories, valuation of long-lived assets, insurance reserves,
leases and income taxes. Other than our new accounting policy on leases, which
we adopted in the first quarter of fiscal 2019 and is discussed in Note 7 to the
Condensed Consolidated Financial Statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q, the accounting policies that require more
significant judgment are discussed in our Annual Report on Form 10-K for the
fiscal year ended February 2, 2019.

With the exception of our newly adopted accounting policy on leases, there have
been no material changes to our critical accounting policies and estimates
disclosed in our Annual Report on Form 10-K for the fiscal year ended February
2, 2019. See Note 3 to the Condensed Consolidated Financial Statements included
in Part I, Item 1 of this Quarterly Report on Form 10-Q for information on
recently issued accounting pronouncements.

Results of Operations Summary Information





                                                  Number of Stores                         Store Square Footage
                                 Beginning                                   End of         Net            End          Comparable
Quarter Ended                    Of Period       Opened        Closed        Period       Change        of Period      Store Sales
May 4, 2019                             397             0             2          395       (22,000 )     4,246,000             (0.2 )%
August 3, 2019                          395             0             2          393       (16,000 )     4,230,000              1.4 %
November 2, 2019                        393             1             1          393         1,000       4,231,000              3.5 %

Year-to-date                            397             1             5          393       (37,000 )     4,231,000              1.6 %

May 5, 2018                             408             0             3          405       (31,000 )     4,360,000              1.3 %
August 4, 2018                          405                           3          402       (36,000 )     4,324,000              6.7 %
November 3, 2018                        402             3             3          402        (5,000 )     4,319,000              4.5 %

Year-to-date                            408             3             9          402       (72,000 )     4,319,000              4.2 %




Comparable store sales for the periods indicated include stores that have been
open for 13 full months after such store's grand opening 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. We include e-commerce sales in our comparable store
sales. Due to our multi-channel retailer strategy, we view e-commerce sales as
an extension of our physical stores.

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





                                           Thirteen               Thirteen             Thirty-nine            Thirty-nine
                                         Weeks Ended            Weeks Ended            Weeks Ended            Weeks Ended
                                       November 2, 2019       November 3,

2018 November 2, 2019 November 3, 2018 Net sales

                                          100.0 %                100.0 %                100.0 %                100.0 %
Cost of sales (including buying,
distribution and
  occupancy costs)                                  69.1                   69.8                   69.6                   69.5
Gross profit                                        30.9                   30.2                   30.4                   30.5
Selling, general and administrative
expenses                                            24.3                   24.3                   24.2                   24.4
Operating income                                     6.6                    5.9                    6.2                    6.1
Interest income                                     (0.1 )                 (0.1 )                 (0.1 )                  0.0
Income tax expense                                   1.7                    1.5                    1.3                    1.5
Net income                                           5.0 %                  4.5 %                  5.0 %                  4.6 %




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Executive Summary for Third Quarter Ended November 2, 2019



During the third quarter of fiscal 2019, we achieved a comparable store sales
increase of 3.5%, which was in addition to the 4.5% comparable store sales
increase in the third quarter of fiscal 2018. Our broad-based sales growth,
which was across all product categories, geographies, and sales channels, was
primarily driven by non-athletic sales. Fiscal year 2019 marked the 17th
consecutive year we have recognized a comparable store sales increase during the
month of August, our peak back-to-school season. During the third quarter of
fiscal 2019, our brick-and-mortar store and e-commerce traffic and store
conversion increased, which also contributed to the $5.5 million increase in net
sales year-over-year. We ended the quarter with inventory up 1.4% on a per-store
basis as we continued to purchase inventory ahead of any new tariffs that might
go into effect in the future.


Highlights for the third quarter of fiscal 2019 and a brief discussion of some key initiatives are as follows:

• Net sales increased 2.0% to $274.6 million, compared to the third quarter

last year.

• Diluted earnings per share was a quarterly record of $0.94, a 23.7% increase

over the third quarter of fiscal 2018.

• Gross profit margin for the third quarter increased 0.7% to 30.9% compared to

30.2% in the third quarter of fiscal 2018. This was driven by an increase in

sales of women's fashion product, which typically carry a higher margin,

along with the leveraging effect of higher sales on lower distribution costs.

• We purchased 521,800 shares of our common stock during the third quarter of

fiscal 2019 at a total cost of $16.9 million.

• We ended the quarter with $33.7 million in cash and cash equivalents and no

outstanding debt.

• We continue to invest in our Customer Relationship Management ("CRM")

program, and our initial implementation of CRM was placed into service during

the third quarter of fiscal 2019. We believe that our holistic approach to

CRM will be a sales driver and that the data received and the insight our

real estate team and merchants are gaining as a result of our CRM program

will allow us to better merchandise our stores, market to specific customers

and aid in identifying new store opportunities.

• We believe early results of our CRM program have enabled us to grow our Shoe

Perks customer loyalty membership to over 23 million members at the end of

the third quarter of fiscal 2019, an 11% increase over the third quarter of

the prior year. Additionally, we experienced a 61% increase in Gold

membership status as of the end of the third quarter of fiscal 2019 compared

to as of the end of the third quarter of the prior year. During the first

nine months of fiscal 2019, Gold members spent on average over $15 more per


    transaction than basic members spent per transaction. As we continue to
    leverage our CRM capabilities, we believe we will continue to convert
    additional loyalty members to Gold status and grow our active shopper
    database.

• We expect to open six to eight new stores in fiscal 2020 within our existing

35-state geographic footprint, leading to flat to slightly positive net store


    growth in fiscal 2020.



Results of Operations for the Third Quarter Ended November 2, 2019

Net Sales



Net sales increased $5.5 million to $274.6 million during the third quarter of
fiscal 2019, a 2.0% increase over the prior year's third quarter net sales of
$269.2 million. Of this change in net sales, $9.2 million was attributable to
the 3.5% increase in comparable store sales and $1.2 million was attributable to
the four new stores opened since the beginning of the third quarter of fiscal
2018. These increases were partially offset by a loss in sales of $4.2 million
from the 13 stores closed over the same period and a decrease in sales of $0.7
million year-over-year attributable to our other non-comparable stores. The
increase in comparable store sales, including e-commerce sales, was primarily
driven by higher traffic and store conversion.

Gross Profit



Gross profit increased $3.5 million to $84.7 million during the third quarter of
fiscal 2019 compared to gross profit of $81.2 million for the third quarter of
fiscal 2018 primarily due to higher sales. Our gross profit margin increased to
30.9% compared to 30.2% in the third quarter of fiscal 2018. The increased
profit margin was positively impacted by an increase in sales of women's
non-athletic product, which typically carry a higher margin, lower distribution
costs and the leveraging of expenses against a higher sales base.

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Selling, General and Administrative Expenses



Selling, general and administrative expenses increased $1.4 million in the third
quarter of fiscal 2019 to $66.6 million compared to $65.2 million in the third
quarter of fiscal 2018. As a percentage of sales, these expenses remained flat
at 24.3% compared to the third quarter of fiscal 2018. Significant changes in
selling, general and administrative expenses for the third quarter included
increases in payroll, incentive compensation, employee benefits and store
closing costs, which were partially offset by decreases in equity compensation,
depreciation and advertising expenses and the impact of operating fewer stores
during the quarter. Additionally, during the third quarter of fiscal 2018, we
recorded a net gain of $911,000 associated with insurance recoveries related to
our Puerto Rico operations, which reduced selling, general and administrative
expenses in that year.

Store closing costs included in selling, general and administrative expenses
were $639,000 in the third quarter of fiscal 2019 and $580,000 in the third
quarter last year. We closed one store in the third quarter of 2019 and three
stores in the third quarter of fiscal 2018. Included in store closing costs were
non-cash impairments of fixed assets of $561,000 on three stores recorded during
the third quarter of fiscal 2019. There were no impairments of long-lived assets
recorded in the same prior year period.

Pre-opening expenses included in selling, general and administrative expenses
were $43,000 in the third quarter of fiscal 2019 compared to $108,000 in the
third quarter of fiscal 2018. We opened one new store in the third quarter of
fiscal 2019 compared to three new stores in the third quarter of fiscal 2018.
Pre-opening costs, such as advertising, payroll and supplies, incurred prior to
the opening of a new store are charged to expense in the period in which they
are incurred. The total amount of pre-opening expense incurred will vary by
store depending on the specific market and the promotional activities involved.

Income Taxes



The effective income tax rate for the third quarter of fiscal 2019 was 24.9% as
compared to 25.9% for the same period in fiscal 2018. The lower tax rate in the
quarter was primarily driven by the reversal of a valuation allowance associated
with our Puerto Rico operations.



Results of Operations for the Nine-Month Period Ended November 2, 2019

Net Sales



Net sales increased $1.7 million to $796.7 million for the nine-month period
ended November 2, 2019, a 0.2% increase compared to net sales of $795.0 million
for the nine-month period ended November 3, 2018. Of this change in net sales,
$12.5 million was attributable to the 1.6% increase in comparable store sales
and $3.9 million was attributable to the four new stores opened since the
beginning of fiscal 2018. These increases were partially offset by a loss in
sales of $12.4 million from the 19 stores closed over the same period and a
decrease in sales of $2.3 million year-over-year attributable to our other
non-comparable stores.

Gross Profit



Gross profit decreased $357,000 to $242.0 million during the first nine months
of fiscal 2019 compared to gross profit of $242.3 million for the first nine
months of fiscal 2018, as increased sales and lower merchandise costs were more
than offset by higher occupancy costs. The gross profit margin for the first
nine months of fiscal 2019 decreased to 30.4% from 30.5% in the comparable prior
year period primarily due to the increase in occupancy costs resulting from
higher property taxes and common area maintenance passed through from
landlords.  Additionally, occupancy expense was lower during the first nine
months of fiscal 2018 as a result of a $1.0 million lease termination benefit
recognized for two stores in Puerto Rico where the landlord failed to make
contractually required repairs.

Selling, General and Administrative Expenses



Selling, general and administrative expenses decreased $1.5 million in the first
nine months of fiscal 2019 to $192.5 million compared to $194.1 million in the
same period last year. As a percentage of sales, these expenses decreased to
24.2% in the first nine months of fiscal 2019 from 24.4% in the first nine
months of fiscal 2018. The overall decrease in selling, general and
administrative expenses during the first nine months of fiscal 2019 was
primarily due to a decrease in incentive and stock-based compensation, lower
depreciation expense, lower store closing costs and the impact of operating
fewer stores during the first nine months of fiscal 2019. These decreases were
partially offset by higher store level payroll and benefit costs recognized in
the first nine months of fiscal 2019 compared to the first nine months of fiscal
2018 and the net gain associated with insurance recoveries recognized in the
first nine months of fiscal 2018.

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Store closing costs included in selling, general and administrative expenses
were $1.1 million in the first nine months of fiscal 2019 and $1.9 million in
the first nine months of last year. We closed five stores in the first nine
months of fiscal 2019 and nine stores in the first nine months of fiscal
2018. Included in store closing costs were non-cash impairments of fixed assets
of $604,000 on four stores recorded during the first nine months of fiscal
2019. There were no impairments of long-lived assets recorded during the first
nine months of fiscal 2018.

Pre-opening expenses included in selling, general and administrative expenses
were $43,000 in the first nine months of fiscal 2019 and $112,000 in the first
nine months of fiscal 2018. We opened one new store in the first nine months of
fiscal 2019 compared to three new stores in the first nine months of fiscal
2018. Pre-opening costs, such as advertising, payroll and supplies, incurred
prior to the opening of a new store are charged to expense in the period in
which they are incurred. The total amount of pre-opening expense incurred will
vary by store depending on the specific market and the promotional activities
involved.

Income Taxes

The effective income tax rate for the first nine months of fiscal 2019 was 20.9%
compared to 24.2% for the same period in fiscal 2018. The change in the
effective tax rate for the first nine months of fiscal 2019 was primarily due to
the third quarter reversal of a valuation allowance and a $1.9 million tax
benefit related to the vesting of stock-based compensation recognized during the
first quarter of fiscal 2019. Our provision for income tax expense is based on
the current estimate of our annual effective tax rate and is adjusted as
necessary for quarterly events. For the full year of fiscal 2019, we expect our
tax rate to be approximately 21.3% compared to 24.3% last year. The reduction in
our expected annual tax rate for fiscal 2019 is primarily the result of the
reversal of the valuation allowance and the tax benefit related to the vesting
of stock-based compensation described above.

Liquidity and Capital Resources



Our primary sources of liquidity are cash and cash equivalents on hand, cash
generated from operations and availability under our credit facility. We believe
these resources will be sufficient to fund our cash needs, as they arise, for at
least the next 12 months. Our primary uses of cash are for working capital,
which are principally inventory purchases; store initiatives; potential dividend
payments; potential share repurchases under our share repurchase program; the
financing of capital projects, including investments in new systems and various
other commitments and obligations.

Cash Flow - Operating Activities



Our net cash provided by operating activities was $28.0 million in the first
nine months of fiscal 2019 compared to $37.8 million in the first nine months of
fiscal 2018. These amounts reflect our income from operations adjusted for
non-cash items and working capital changes. The $9.7 million decrease in
operating cash flow was primarily due to the timing of payments for inventory
and payments related to developing our CRM and order management projects, which
are hosted arrangements. The current ratio was 2.6 as of November 2, 2019
compared to 4.2 as of November 3, 2018. This decrease was primarily due to
classifying a portion of our operating lease liabilities as current in fiscal
2019 due to the adoption of the new lease accounting guidance.

Cash Flow - Investing Activities



Our cash outflows for investing activities are primarily for capital
expenditures. During the first nine months of fiscal 2019, we expended $15.1
million for the purchase of property and equipment, of which approximately $7
million was for the purchase of our corporate headquarters and the remainder was
for remodels of existing stores, investments in technology and normal asset
replacement activities. During the first nine months of fiscal 2018, we expended
$5.0 million for the purchase of property and equipment, primarily related to
remodels of existing stores, investments in technology and normal asset
replacement activities.

Cash Flow - Financing Activities



Our cash outflows for financing activities were primarily for cash dividend
payments, share repurchases and payments on our credit facility described below.
Shares of our common stock can be either acquired as part of a publicly
announced repurchase program or withheld by us in connection with employee
payroll tax withholding upon the vesting of equity awards. Our cash inflows from
financing activities have represented purchases under our Employee Stock
Purchase Plan and borrowings under our credit facility.

During the first nine months of fiscal 2019, net cash used in financing
activities was $46.3 million compared to $42.8 million in the first nine months
of fiscal 2018. The increase in net cash used in financing activities was
primarily due to a $10.7 million increase for shares withheld upon the vesting
of equity awards and an $873,000 increase in dividends paid during the first
nine months of fiscal 2019 compared to the first nine months of fiscal 2018,
partially offset by a $8.1 million decrease in common stock repurchased in the
first nine months of fiscal 2019 compared to the first nine months of fiscal
2018.

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Capital Expenditures



Capital expenditures for fiscal 2019, including actual expenditures during the
first nine months, are expected to be between $18 million and $19 million, with
approximately $11 million to be used for one new store, relocations, remodels
and the purchase of our corporate headquarters, which we purchased in the first
quarter of fiscal 2019 for $7 million. The remaining capital expenditures are
expected to be, or have been, incurred for other store improvements, continued
investments in technology and normal asset replacement activities. Lease
incentives to be received from landlords during fiscal 2019, including actual
amounts received during the first nine months, are expected to be approximately
$1.9 million. The actual amount of cash required for capital expenditures for
store operations depends in part on the number of new stores opened and
relocated, the amount of lease incentives, if any, received from landlords and
the number of stores remodeled.

Store Openings and Closings



Increasing market penetration by opening new stores has historically been a key
component of our growth strategy, and our focus continues to be on generating
positive long-term financial performance for our store portfolio. As we leverage
customer data from our CRM program, and as more attractive real estate
opportunities become available, we will continue to pursue opportunities for
brick-and-mortar store growth across existing large and mid-size markets. In
fiscal 2020, we expect to open six to eight new stores within our existing
35-state geographic footprint, and we expect flat to slightly positive net store
growth. The opening of new stores is 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. We utilize a formal review process in our
evaluation of potential new store sites as well as for decisions surrounding
leases on existing store locations. Our approach is both qualitative and
quantitative in nature. We look to continually enhance this process with tools
such as real estate software used for portfolio analysis that aid in identifying
viable locations for future expansion and identifying potential store closings
and relocations, as well as additional information we learn about customers from
our CRM program.

We opened one store in the first nine months of fiscal 2019 and do not expect to
open any new stores in the fourth quarter of fiscal 2019. Pre-opening expenses,
including rent, freight, advertising, salaries and supplies, are presently
expected to total approximately $43,000 for fiscal 2019. During fiscal 2018, we
opened three new stores and expended $288,000 on pre-opening expenses, or an
average of $96,000 per store.

We closed five stores during the first nine months of fiscal 2019. There are no
expected store closures for the fourth quarter of fiscal 2019. Over the past
several years, we have analyzed our entire portfolio of stores, with a
concentration on underperforming stores, to meet our long-term goal of
increasing shareholder value through increasing operating income. Our objective
is to identify and address underperforming stores that produce low or negative
contribution and either renegotiate lease terms, relocate or close the
stores. Even though this could reduce our overall net sales volume, we believe
this strategy has realized, and will continue to realize, long-term improvement
in operating income and diluted earnings per share. Depending upon the results
of lease negotiations with certain landlords of underperforming stores, we may
increase or decrease the number of store closures in future periods. The timing
and actual amount of expense recorded in closing a store can vary significantly
depending, in part, on the period in which management commits to a closing plan,
the remaining basis in the fixed assets to be disposed of at closing, and the
amount of any lease buyout. We will continue to review our store portfolio based
on our view of the internal and external opportunities and challenges in the
marketplace.

Dividends

On September 19, 2019, our Board of Directors approved the payment of our third
quarter cash dividend to our shareholders. The dividend of $0.085 per share was
paid on October 21, 2019 to shareholders of record as of the close of business
on October 7, 2019.

The declaration and payment of any future dividends are at the discretion of the
Board of Directors and will depend on our results of operations, financial
condition, business conditions and other factors deemed relevant by our Board of
Directors. Our Credit Agreement (as defined below) permits the payment of cash
dividends as long as no default or event of default exists under the credit
agreement both immediately before and immediately after giving effect to the
cash dividends, and the aggregate amount of cash dividends for a fiscal year do
not exceed $10.0 million.

Credit Facility

On March 27, 2017, we entered into a second amendment of our current unsecured
credit agreement (the "Credit Agreement") to extend the expiration date by five
years to March 27, 2022 and to renegotiate certain terms and conditions. The
Credit Agreement, as amended, continues to provide for up to $50.0 million in
cash advances and commercial and standby letters of credit with borrowing limits
based on eligible inventory, which amount may be increased from time to time by
up to an additional $50.0 million, without the consent of any lender, if certain
conditions are met. The Credit Agreement contains covenants which stipulate: (1)
Total Shareholders' Equity (as defined in the Credit Agreement) will not fall
below $250.0 million at the end of each fiscal quarter; (2) the ratio of funded
debt plus three times rent to EBITDA (as defined in the Credit Agreement) plus
rent will not exceed 2.5 to 1.0; (3) the aggregate amount of cash dividends for
a fiscal year will not exceed $10.0 million; and (4) distributions in the form
of redemptions of Equity Interests (as defined

                                       22

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in the Credit Agreement) can be made solely with cash on hand so long as before
and immediately after such distributions there are no revolving loans
outstanding under the Credit Agreement. We were in compliance with these
covenants as of November 2, 2019. Should a default condition be reported, the
lenders may preclude additional borrowings and call all loans and accrued
interest at their discretion. The credit facility bears interest, at our option,
at (1) the agent bank's prime rate as defined in the Credit Agreement plus 1%,
with the prime rate defined as the greater of (a) the Federal Fund rate plus
0.50% or (b) the interest rate announced from time to time by the agent bank as
its "prime rate" or (2) LIBOR plus 1.25% to 2.50%, depending on our achievement
of certain performance criteria. A commitment fee is charged at 0.20% to 0.35%
per annum, depending on our achievement of certain performance criteria, on the
unused portion of the bank group's commitment. There were no borrowings
outstanding under the credit facility and letters of credit outstanding were
$1.2 million at November 2, 2019. As of November 2, 2019, $48.8 million was
available to us for additional borrowings under the credit facility.

Share Repurchase Program



On December 13, 2018, our Board of Directors authorized a new share repurchase
program for up to $50.0 million of outstanding common stock, effective January
1, 2019. The purchases may be made in the open market or through privately
negotiated transactions from time to time through December 31, 2019 and in
accordance with applicable laws, rules and regulations. The share repurchase
program may be amended, suspended or discontinued at any time and does not
commit us to repurchase shares of our common stock. We have funded, and intend
to continue to fund, the share repurchase program from cash on hand, and any
shares acquired will be available for stock-based compensation awards and other
corporate purposes. The actual number and value of the shares to be purchased
will depend on the performance of our stock price and other market conditions.

During the third quarter of fiscal 2019, we repurchased 521,800 shares of common
stock at a total cost of $16.9 million under the new share repurchase program.
During the first nine months of fiscal 2019, we repurchased 932,968 shares of
common stock at a total cost of $30.9 million under the share repurchase
program. The amount that remained available under the share repurchase program
at November 2, 2019 was $19.1 million.

Seasonality and Quarterly Results



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 and closing
underperforming stores. Non-capital expenditures, such as advertising and
payroll incurred prior to the opening of a new store, are charged to expense as
incurred. The timing and actual amount of expense recorded in closing an
individual store can vary significantly depending, in part, on the period in
which management commits to a closing plan, the remaining basis in the fixed
assets to be disposed at closing and the amount of any lease buyout. 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 or incur store
closing costs related to the closure of existing stores.

We have three distinct peak selling periods: Easter, back-to-school and
Christmas. To prepare for our peak shopping seasons, we must order and keep in
stock significantly more merchandise than we would carry during other parts of
the year. Any unanticipated decrease in demand for our products during these
peak shopping seasons could require us to sell excess inventory at a substantial
markdown, which could reduce our net sales and gross margins and negatively
affect our profitability. Our operating results depend significantly upon the
sales generated during these periods.

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