SHOE 8-K
Shoe Station Group Inc (SHOE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Shoe Carnival, Inc.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The following information shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On September 10, 2026, Shoe Station Group, Inc. (the "Company") issued a press release announcing its operating and financial results for its second quarter ended August 1, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Exhibits
99.1 Earnings Release – Second Quarter Ended August 1, 2026
104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)
2
SIGNATURES
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.
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SHOE STATION GROUP, INC. |
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(Registrant) |
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Date: September 10, 2026 |
By: |
/s/ W. Kerry Jackson |
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W. Kerry Jackson |
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Executive Vice President |
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Chief Financial Officer |
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3
EX-99.1
SHOE STATION GROUP REPORTS SECOND QUARTER 2026 RESULTS
September 10, 2026
FOR IMMEDIATE RELEASE
FORT MILL, S.C. - Shoe Station Group, Inc. (Nasdaq: SHOE) (the “Company”), a leading omnichannel retailer of footwear and accessories for the family, today reported results for the second quarter ended August 1, 2026 and updated its Fiscal 2026 guidance.
On June 12, 2026, following overwhelming shareholder approval, the Company changed its name to Shoe Station Group, Inc. In connection with the name change, the Company’s common stock began trading on The Nasdaq Stock Market LLC under the symbol SHOE.
Second Quarter 2026 and Back-to-School Highlights
“Our second quarter results reflect a footwear marketplace that became increasingly promotional as the quarter progressed. We priced competitively to protect our market position and accelerated the liquidation of aged and excess inventory, both of which pressured our gross profit margin. Sales were further impacted by merchandise assortments that were not fully aligned with the customers shopping our stores. The significant improvement in our fiscal August back-to-school results reflects the better and more localized assortments in athletic footwear,” said Cliff Sifford, Interim President and Chief Executive Officer.
“The majority of our fall merchandise has been allocated with localized assortments, which we expect to further benefit sales performance, and we believe our boot assortment is outstanding. We are supporting the fall season with incremental investment in advertising to drive customer traffic and to communicate our value proposition and product offering. These actions do not change our expectation that the promotional environment will persist through the balance of the year, and our updated guidance reflects that environment. We enter the second half with no debt, $131.6 million of cash and marketable securities, and inventory positioned to serve our customers,” concluded Mr. Sifford.
Second Quarter 2026 Operating Results
Net sales in the second quarter of 2026 were $284.3 million compared to $306.4 million in the second quarter of 2025. Comparable store sales declined 7.1 percent.
By banner:
During the second quarter of 2026, the Company rebannered 20 Shoe Carnival stores into Shoe Station stores, marking 21 total rebanners year-to-date in Fiscal 2026. The Company does not expect to rebanner any additional stores for the remainder of Fiscal 2026.
Gross profit margin in the second quarter of 2026 was 31.9 percent, a decrease of 690 basis points compared to the second quarter of 2025. Merchandise margin decreased 630 basis points compared to the second quarter of 2025. Merchandise margin in the second quarter of 2025 included a temporary benefit from raising prices in advance of increasing tariff-related costs. In the second quarter of 2026, merchandise margins were also impacted by increased promotional activity and product liquidation. Although buying, distribution and occupancy costs decreased compared to the second quarter of 2025, due to lower net sales, these costs reduced gross profit margin by 60 basis points.
Selling, general and administrative expenses (“SG&A”) decreased $10.6 million compared to the second quarter of 2025. As a percent of net sales, SG&A for the second quarter of 2026 was 29.2 percent as compared to 30.6 percent in the second quarter of 2025. The lower SG&A was driven by lower selling costs, primarily advertising and other rebanner-related expenses, and lower performance-based compensation.
Income tax expense in the second quarter of 2026 was $2.3 million and the effective tax rate in the second quarter of 2026 was 26.7% compared to 25.9% in the second quarter of 2025.
Net income for the second quarter of 2026 was $6.3 million, or $0.23 per diluted share, compared to net income of $19.2 million, or $0.70 per diluted share, in the second quarter of 2025.
Year-to-Date 2026 Operating Results
Net sales during the first six months of 2026 (year-to-date 2026) were $555.0 million, a decrease of 5.0 percent compared to the first six months of 2025 (year-to-date 2025). Comparable store sales declined 4.7 percent. By banner, Shoe Carnival comparable store sales declined 4.0 percent and Shoe Station comparable store sales declined 5.8 percent.
Gross profit was $180.7 million in year-to-date 2026, a decrease of $33.9 million compared to year-to-date 2025. Gross profit margin was 32.6 percent in year-to-date 2026 compared to 36.7 percent in year-to-date 2025.
SG&A increased $1.7 million in year-to-date 2026 compared to year-to-date 2025. As a percent of net sales, SG&A for year-to-date 2026 was 32.3 percent compared to 30.3 percent in year-to-date 2025.
2
Year-to-date 2026 non-GAAP adjusted SG&A (“Adjusted SG&A”) decreased $11.9 million on lower advertising and other rebanner-related costs and lower performance-based compensation. Adjusted SG&A excludes non-recurring charges of $13.6 million incurred in the first quarter of 2026 related to the previously disclosed Chief Executive Officer transition (the “CEO Transition”) and the Company’s strategic review of its rebanner strategy and other operations (the “Strategic Review”).
The Company’s effective tax rate in year-to-date 2026 was 81.8 percent compared to 26.6 percent in year-to-date 2025. The increase was primarily due to the non-deductibility of a portion of the severance paid as part of the CEO Transition. The Company’s non-GAAP adjusted effective tax rate (“Adjusted Tax Rate”) for year-to-date 2026, which excludes the impacts related to the CEO Transition, was 26.8 percent.
Year-to-date 2026 net income was $0.6 million, or $0.02 per diluted share. Year-to-date non-GAAP adjusted net income (“Adjusted Net Income”) and Adjusted EPS, which each exclude the impacts from the non-recurring charges recorded in the first quarter of 2026 discussed above, were $12.5 million and $0.45 per diluted share, respectively, compared to net income of $28.6 million and EPS of $1.04 in the first six months of 2025.
Back-to-School Performance Update
Through the four weeks of fiscal August ended August 29, 2026, net sales declined 3.3 percent and comparable store sales declined 2.7 percent compared to the same period in 2025. This is a significant improvement compared to the comparable store sales decline of 7.1 percent in the second quarter of 2026.
Fiscal 2026 Guidance
The Company is adjusting its previously communicated Fiscal 2026 guidance, which now contemplates:
The Company’s Adjusted EPS, reduction in Adjusted SG&A and Adjusted Tax Rate guidance excludes the $13.6 million of non-recurring pre-tax charges related to its CEO Transition and the Strategic Review recorded during the first quarter of 2026. A reconciliation of the adjusted guidance measures to the corresponding GAAP guidance measures is provided in a table at the end of this press release.
Conference Call
Today, at 9:00 a.m. Eastern Time, the Company will host a conference call to discuss its second quarter results. Participants can listen to the live webcast of the call by visiting Shoe Station Group's Investors webpage at investors.shoestationgroupinc.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 the Company’s website shortly after the conclusion of the conference call and will be archived for one year.
3
About Shoe Station Group
Shoe Station Group, Inc. is one of the nation’s largest omnichannel family footwear retailers, offering a broad assortment of dress, casual and athletic footwear for men, women and children with emphasis on national name brands. As of September 10, 2026, the Company operated 421 stores in 35 states and Puerto Rico under its Shoe Carnival and Shoe Station banners and offers shopping at shoecarnival.com and shoestation.com. Headquartered in Fort Mill, SC, and with distribution and support operations located in Evansville, IN, Shoe Station Group, Inc. trades on The Nasdaq Stock Market LLC under the symbol SHOE.
Press releases and annual reports are available on the Company's website at investors.shoestationgroupinc.com.
Contact Information
W. Kerry Jackson
Chief Financial Officer
(812) 867-4034
Cautionary Statement Regarding Forward-Looking Information
As used herein, “we,” “our” and “us” refer to Shoe Station Group, Inc. This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties, such as statements about our future growth, execution of our current multi-banner strategy, sales expectations, corporate and store level inventory management, the financial impact of a continuing promotional footwear industry, the success of our advertising investment to drive customer traffic through the fall and holiday seasons, store growth, cost savings, operations and results, cash flows, and shareholder returns. These forward-looking statements necessarily depend upon assumptions, estimates, data 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,” “aims,” “on track,” “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. 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:
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Financial Tables Follow
5
SHOE STATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
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Thirteen |
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Thirteen |
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Twenty-six |
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Twenty-six |
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Weeks Ended |
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Weeks Ended |
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Weeks Ended |
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Weeks Ended |
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August 1, 2026 |
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August 2, 2025 |
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August 1, 2026 |
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August 2, 2025 |
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Net sales |
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$ |
284,309 |
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$ |
306,388 |
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$ |
555,039 |
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$ |
584,103 |
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Cost of sales (including buying, |
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193,698 |
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187,580 |
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374,327 |
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369,518 |
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Gross profit |
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90,611 |
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118,808 |
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180,712 |
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214,585 |
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Selling, general and administrative expenses |
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82,996 |
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93,580 |
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179,134 |
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177,392 |
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Operating income |
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7,615 |
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25,228 |
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1,578 |
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37,193 |
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Interest income |
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(1,011 |
) |
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(782 |
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(2,073 |
) |
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(1,885 |
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Interest expense |
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90 |
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77 |
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175 |
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155 |
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Income before income taxes |
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8,536 |
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25,933 |
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3,476 |
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38,923 |
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Income tax expense |
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2,277 |
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6,708 |
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2,845 |
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10,355 |
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Net income |
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$ |
6,259 |
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$ |
19,225 |
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$ |
631 |
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$ |
28,568 |
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Net income per share: |
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Basic |
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$ |
0.23 |
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$ |
0.70 |
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$ |
0.02 |
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$ |
1.05 |
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Diluted |
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$ |
0.23 |
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$ |
0.70 |
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$ |
0.02 |
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$ |
1.04 |
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Weighted average shares: |
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Basic |
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27,155 |
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27,339 |
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27,271 |
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27,286 |
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Diluted |
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27,315 |
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27,455 |
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27,480 |
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27,470 |
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Cash dividends declared per share |
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$ |
0.17 |
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$ |
0.15 |
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$ |
0.34 |
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$ |
0.30 |
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6
SHOE STATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
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August 1, |
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January 31, |
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August 2, |
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2026 |
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2026 |
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2025 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
118,012 |
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$ |
117,091 |
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$ |
78,719 |
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Marketable securities |
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13,630 |
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13,636 |
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13,198 |
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Accounts receivable |
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6,267 |
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6,370 |
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8,457 |
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Merchandise inventories |
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426,623 |
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439,638 |
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449,005 |
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Other |
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26,178 |
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19,402 |
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24,689 |
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Total Current Assets |
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590,710 |
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596,137 |
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574,068 |
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Property and equipment – net |
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173,265 |
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185,610 |
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181,324 |
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Operating lease right-of-use assets |
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334,247 |
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349,582 |
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338,950 |
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Intangible assets |
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40,900 |
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40,923 |
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40,945 |
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Goodwill |
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18,018 |
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18,018 |
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18,018 |
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Other noncurrent assets |
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10,481 |
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11,473 |
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11,948 |
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Total Assets |
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$ |
1,167,621 |
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$ |
1,201,743 |
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$ |
1,165,253 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
72,222 |
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$ |
79,170 |
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$ |
68,662 |
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Accrued and other liabilities |
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23,026 |
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21,199 |
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29,912 |
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Current portion of operating lease liabilities |
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50,910 |
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58,057 |
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57,889 |
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Total Current Liabilities |
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146,158 |
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158,426 |
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156,463 |
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Long-term portion of operating lease liabilities |
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303,692 |
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313,368 |
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303,689 |
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Deferred income taxes |
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26,832 |
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|
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26,879 |
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23,295 |
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Deferred compensation |
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13,079 |
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12,114 |
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10,243 |
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Other |
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1,067 |
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1,290 |
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|
873 |
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Total Liabilities |
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490,828 |
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512,077 |
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494,563 |
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Total Shareholders’ Equity |
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676,793 |
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689,666 |
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670,690 |
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Total Liabilities and Shareholders’ Equity |
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$ |
1,167,621 |
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$ |
1,201,743 |
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$ |
1,165,253 |
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7
SHOE STATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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Twenty-six |
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Twenty-six |
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Weeks Ended |
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Weeks Ended |
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August 1, 2026 |
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August 2, 2025 |
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Cash Flows From Operating Activities |
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Net income |
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$ |
631 |
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$ |
28,568 |
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Adjustments to reconcile net income to net |
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Depreciation and amortization |
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17,444 |
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16,760 |
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Stock-based compensation |
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5,191 |
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3,646 |
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Loss on retirement and impairment of assets, net |
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9,008 |
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|
1,097 |
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Deferred income taxes |
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(47 |
) |
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4,416 |
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Non-cash operating lease expense |
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26,385 |
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30,660 |
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Other |
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|
237 |
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|
240 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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102 |
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|
560 |
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Merchandise inventories |
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13,015 |
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|
(63,400 |
) |
Operating leases |
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(27,871 |
) |
|
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(32,473 |
) |
Accounts payable and accrued liabilities |
|
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(1,966 |
) |
|
|
22,508 |
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Other |
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|
(7,997 |
) |
|
|
(8,960 |
) |
Net cash provided by operating activities |
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34,132 |
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|
|
3,622 |
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Cash Flows From Investing Activities |
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Purchases of property and equipment |
|
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(14,954 |
) |
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(24,408 |
) |
Investments in marketable securities |
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(38 |
) |
|
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(1,498 |
) |
Sales of marketable securities |
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|
600 |
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|
|
2,970 |
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Net cash used in investing activities |
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|
(14,392 |
) |
|
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(22,936 |
) |
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Cash Flows From Financing Activities |
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Proceeds from issuance of stock |
|
|
98 |
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|
|
97 |
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Dividends paid |
|
|
(9,633 |
) |
|
|
(8,531 |
) |
Purchase of common stock for treasury |
|
|
(7,002 |
) |
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|
0 |
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Shares surrendered by employees to pay taxes on |
|
|
(2,274 |
) |
|
|
(2,213 |
) |
Other |
|
|
(8 |
) |
|
|
0 |
|
Net cash used in financing activities |
|
|
(18,819 |
) |
|
|
(10,647 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
921 |
|
|
|
(29,961 |
) |
Cash and cash equivalents at beginning of period |
|
|
117,091 |
|
|
|
108,680 |
|
Cash and cash equivalents at end of period |
|
$ |
118,012 |
|
|
$ |
78,719 |
|
8
SHOE STATION GROUP, INC.
GAAP TO NON-GAAP RECONCILIATIONS
The Company’s Adjusted SG&A, Adjusted Net Income, Adjusted EPS and Adjusted Tax Rate for the twenty-six weeks ended August 1, 2026 exclude the impact of the CEO Transition and the Strategic Review charges discussed above, which were all recorded during the first quarter of 2026.
No non-GAAP adjustments were recorded during the second quarter of 2026.
ADJUSTMENTS TO REPORTED SG&A
(In thousands)
(Unaudited)
|
|
Twenty-six Weeks Ended |
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|||||
|
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August 1, 2026 |
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August 2, 2025 |
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SG&A as reported |
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$ |
179,134 |
|
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$ |
177,392 |
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SG&A adjustments: |
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Long-lived asset impairments and |
|
|
(8,304 |
) |
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0 |
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Former CEO severance |
|
|
(5,301 |
) |
|
|
0 |
|
Total adjustments to SG&A |
|
|
(13,605 |
) |
|
|
0 |
|
Non-GAAP Adjusted SG&A |
|
$ |
165,529 |
|
|
$ |
177,392 |
|
ADJUSTMENTS TO REPORTED NET INCOME AND PER SHARE AMOUNTS
(In thousands, except per share data)
(Unaudited)
|
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Twenty-six Weeks |
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Twenty-six Weeks |
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|
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Pretax |
|
Net of |
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Per Share |
|
|
Pretax |
|
Net of |
|
Per Share |
|
||||||
Net income as reported |
|
|
|
$ |
631 |
|
$ |
0.02 |
|
|
|
|
$ |
28,568 |
|
$ |
1.04 |
|
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SG&A adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-lived asset impairments and |
|
$ |
8,304 |
|
|
6,285 |
|
|
0.23 |
|
|
$ |
0 |
|
|
0 |
|
|
0 |
|
Former CEO severance |
|
|
5,301 |
|
|
5,585 |
|
|
0.20 |
|
|
|
0 |
|
|
0 |
|
|
0 |
|
Total adjustments to SG&A |
|
$ |
13,605 |
|
|
11,870 |
|
|
0.43 |
|
|
$ |
0 |
|
|
0 |
|
|
0 |
|
Non-GAAP Adjusted Net Income |
|
|
|
$ |
12,501 |
|
$ |
0.45 |
|
|
|
|
$ |
28,568 |
|
$ |
1.04 |
|
||
_________________
9
RECONCILIATION OF GAAP GUIDANCE TO ADJUSTED (NON-GAAP BASIS) GUIDANCE
(Unaudited)
Guidance Metric |
|
GAAP |
|
Non-GAAP Adjustments |
|
Adjusted Non-GAAP |
Net Sales |
|
$1.100 to $1.111 Billion |
|
N/A |
|
N/A |
EPS |
|
$0.32 to $0.47 |
|
$0.43 |
|
$0.75 to $0.90 |
Gross Profit Margin |
|
~32.5% to ~32.7% |
|
N/A |
|
N/A |
SG&A Increase (Decrease) |
|
Approximately Flat |
|
$(13.6) Million |
|
$(14) Million |
Tax Rate |
|
~37% |
|
~(10)% |
|
~27% |
The Company’s Adjusted EPS, reduction in Adjusted SG&A and Adjusted Tax Rate guidance excludes the $13.6 million of pre-tax charges related to its CEO Transition and the Strategic Review recorded during the first quarter of 2026, as disclosed in the GAAP to non-GAAP reconciliation tables above. The Adjusted Tax Rate guidance for Fiscal 2026 affects the $13.6 million pretax charge to SG&A at a normalized rate of 24.3% and adds back $1.6 million of nondeductible CEO severance payments made in connection with the CEO Transition.
Use of Non-GAAP Measures
In this press release, to supplement amounts presented in our consolidated financial statements determined in accordance with accounting principles generally accepted in the United States ("GAAP"), the Company uses certain non-GAAP financial measures, including reduction in Adjusted SG&A, Adjusted Net Income, Adjusted EPS and Adjusted Tax Rate, as shown in the tables above. These measures adjust for the charges and corresponding impact associated with (1) the CEO Transition, including cash severance, accelerated stock-based compensation, legal fees, payroll taxes, and outplacement fees, and (2) long-lived asset impairments and write-offs in connection with the completion of the Company’s Strategic Review of its rebanner program and other operations, all of which occurred in the thirteen weeks ended May 2, 2026. The unaudited adjusted results should not be construed as an alternative to the reported results determined in accordance with GAAP. These financial measures are not based on any standardized methodology and are not necessarily comparable to similar measures presented by other companies. The Company believes that these non-GAAP financial measures provide useful information to both management and investors to increase comparability to prior periods by adjusting for certain items that may not be indicative of core operating measures and to better identify trends in the Company’s business. The adjusted financial results are used by management to, and allow investors to, evaluate the operating performance of the Company compared to prior periods, when reviewed in conjunction with the Company's GAAP statements. These amounts are not determined in accordance with GAAP and therefore should not be used exclusively in evaluating the Company's business and operations.
10