Good afternoon, ladies and gentlemen, and welcome to Shoe Carnival's Fiscal Year 2012 Second Quarter Earnings Conference Call. Today's conference is being recorded and is also being broadcast via live webcast. Any reproduction or rebroadcast of any portion of this call is expressly prohibited. This conference may contain forward-looking statements that involve a number of risk factors. These risk factors could cause the company's actual results to be materially different from those projected in such statements. These forward-looking statements should be considered in conjunction with the discussion of risk factors included in the company's SEC filings and today's press release. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today's date. The company disclaims any obligation to update any of the risk factors or to publicly announce any revisions to the forward-looking statements talked about during this conference call or contained in today's press statement to reflect future events or developments. I will now turn the call over to Mr. Mark Lemond, President and Chief Executive Officer of Shoe Carnival for opening remarks. Mr. Lemond, please begin.

Thank you, and welcome to Shoe Carnival's second quarter fiscal 2012 earnings conference call. Joining me today are Kerry Jackson, our Chief Financial Officer; Cliff Sifford, Executive Vice President and General Merchandise manager; and Tim Baker, Executive VP of Store Operations. Following my opening remarks, Cliff will review our merchandise performance and Kerry will review the financial results for the quarter in more detail than I'll give. I will then provide some closing remarks and we'll open up the call to take your questions. I'd like to begin this call by saying there are a lot of good things happening at Shoe Carnival today. We are very pleased to report our second quarter earnings results exceeded the expectations we conveyed to you this past April. Additionally, we are excited about our accelerated store expansion strategy, continued free cash flow generation and the recent initiation of a quarterly cash dividend program. Before I review our financial results, I would like to remind everyone that this past April, we completed a 3-for-2 stock split affected as a 50% stock dividend. Consequently, the company's shares outstanding increased from approximately 13.6 million to approximately 20.4 million shares. Shoe Carnival's historic earnings per share and additional share information were restated so that all periods presented reflect the stock split. Despite a significant increase in store opening costs in the second quarter compared to last year, we recorded a 5% increase in net earnings to $2.9 million from net earnings of $2.7 million in the second quarter of 2011. Due to a slight increase in shares outstanding in 2012, aside from the effect of the stock split, earnings per diluted share were $0.14 in each quarter. This exceeds our original guidance of $0.08 to $0.11 per share. Second quarter net sales increased approximately 9.3% or $15.5 million, to a record $182.2 million, from the previous second quarter record of $166.7 million last year. Our comparable store sales for the quarter increased 3% over the prior-year period. Both net sales and comparable store sales results were at the high end of our second quarter guidance. On a comparable store basis, a low single-digit decline in footwear units sold was more than offset by a mid-single-digit increase in the average unit retail price. The decline in units sold was attributable mainly to a decrease in women's nonathletic sales as we elected not to chase merchandised shortages in categories that oversold our expectations at early spring particularly sandalized footwear. The increase in the AUR reflects our commitment to increasing price points through enhancing the quality of our merchandise and shifting our product mix to key categories of the athletic product. With a vast array of color in athletic footwear, especially in running shoes, this is the hot fashion category of this year. The ability to shift our merchandise emphasis is a reflection of the strength of our broadly assorted family footwear retail model. We were able to achieve a 90 basis point increase in the gross profit margin for the quarter compared to last year, due in part to a reduction in women's liquidation sales and higher athletic product margins. Looking ahead, our reduced level of inventory in women's sandals at the end of the second quarter should benefit margins in the third quarter as well. SG&A expenses for the second quarter increased by $5.4 million to 400 -- excuse me, $47.6 million or 26.1% of sales, from $42.3 million or 25.4% as a percent of sales in the second quarter of 2011. Besides, the added costs of opening and operating more stores in the quarter compared to last year, we incurred an increase of about $2.3 million in cash and equity compensation costs pursuant to formal incentive plans with specific annual earnings targets. And we continued to improve our balance sheet over the prior-year period. Our cash position increased to almost $53 million compared to $44 million at the end of last year's second quarter, and we remain free of interest-bearing debt. Whereas, we ended the quarter with inventory up 5.8% on a per-store basis, compared to the end of last year's second quarter. Our merchants continued their focus on shifting our inventory mix to the seasonally important product classifications. We are also very excited to announce the initiation of a quarterly dividend strategy during the second quarter with a $0.05 cash dividend paid on July 16. This dividend followed the 3-for-2 stock split I mentioned earlier. Our primary purpose for cash accumulation remains the growth of Shoe Carnival chain. However, we believe we can open new stores at an annual rate consistent with this year's growth, and still generate free cash flow and return a portion of that excess cash flow to our shareholders. We believe Shoe Carnival is well positioned for growth as our focus on value priced family footwear resonates well with today's consumer. With a current store count of 346 stores and only 32 states in Puerto Rico, we feel we have significant domestic growth opportunity in future years. We currently expect to open 7 more stores and close 1 store during the remainder of the year, and thus, end fiscal 2012 with 352 stores in operation. Preliminarily, we plan to open new stores in 2013 at the same pace as our current year expansion, about 30 new stores. During the first half of this year, we opened 2 new large markets, Dallas, Texas and Puerto Rico. As we told you in the last quarterly update, the Dallas stores opened very strong. Unfortunately, with the Texas markets' school reopenings moving a week later this year, these stores are just now in the throes of their back-to-school period, so it's about 1 week or 2 premature to talk about their current performance. We're really excited about Puerto Rico. Both grand openings there were company records. However, since it's a little too early to determine exactly how good these stores will perform after the honeymoon period, we are tampering our exuberant somewhat until we get a better read on our results going forward. We previously told you that we intend to upgrade our existing store base in 2012 by relocating 10 stores to better locations and remodeling 20 stores to our latest store format. So in other words, we plan to touch approximately 9% of our stores with design enhancements this year. As of the end of the second quarter, we have completed 6 relocations, with the remainder of our planned relocations being pushed to 2013 due to the delayed completions of leased negotiations. We are on track with remodel program with about half the stores completed in the first half. Now focusing to our outlook for the third quarter. We are pleased with traffic, sales and gross margins so far in the back-to-school period. But today, we have generated a comparable store sales increase of about 6%, and the gross profit margin is running in line with last year. I have said many times and I continue to believe that when consumers have a need to buy, such as the back-to-school period, they are increasingly shopping at Shoe Carnival stores for the right product assortment for the entire family at a compelling value. Due to the strong start to the back-to-school period, we are expecting a 4% to 6% comparable store sales increase for the third quarter. If we get a good transition in fall-weather patterns from this summer's extraordinary heat waves, we can see sales exceed that guidance. Therefore, we currently expect third quarter net sales to be in the range of $240 million to $245 million, or up about 11.5% to 13.5% over sales of $215.5 million in the third quarter of 2011. At the high end of our sales guidance, we expect our gross profit margin to be up slightly, and we are looking for a slight deleveraging of SG&A expenses due to a year-over-year increase in new store preopening costs of $670,000 or $0.02 per share. The total preopening expense for the third quarter of 2012 is expected to be $1.025 million (sic) [ $1.2 million ] compared to $355,000 last year. Of these total costs, we expect $650,000 to be included in SG&A costs this year, compared to $178,000 included in SG&A costs last year. The remaining costs are included in cost of sales. Finally, as a result of the above assumptions, we expect third quarter net earnings to be in the range of $0.55 to $0.60 per diluted share, an increase of 6% to 15% over the $0.52 per diluted share we earned last year. In closing, I would like to reiterate that just as we have consistently done every quarter, our executive management team remains intently focused on managing the controllable aspects of our business for long-term growth, including our base focus on strong free cash flow generation. Now, I'd like to turn the call over to Cliff for more details on our merchandise performance.

Thank you, Mark. As Mark stated, our total comparable store sales for the second quarter of 2012 were up 3%. Although units per transaction were down low single digit, conversion was down slightly, we were very pleased that traffic was up low-single digit, with transaction size up by mid-single digits. Merchandise margins increased by 70 basis points primarily due to tight inventory management of our seasonal sandal categories, and improved margin in our adult athletic department. In our women's nonathletic department, comparable store sales were down low-single digits. Increases in athletic sandals, molded footwear, boat shoes and casual flaps were not enough to overcome the double-digit loss we experienced in dress shoes. As I mentioned in previous calls, for the first half of 2012, our merchants shifted inventory dollars away from the dress categories into a more seasonally relevant casual categories. Therefore, dress shoe inventory is in line with our plan. We are encouraged by the recent improvement of sales of several of our dress shoe categories with pumps, both single sole and platforms, along with new micro suede wedges, selling well. In our men's nonathletic department, we ended the quarter with a mid single-digit sales increase on a comparable store basis. Soccer sandals, campus casuals, along with boat shoes, were all up double-digit. Our children's business ended the quarter with a low single-digit comparable store sales increase. This increase was driven primarily with flats, canvas, molded footwear and colorful athletic shoes in boys running, skate and infants athletic. In adult athletic, comparable store sales were up mid-single digits. The classification of product driving the gains of adult athletics for the second quarter were; men's and women's basketball, men's and women's skate, and men's and women's performance running. As we mentioned last conference call, colors is still the lead story in running shoes for both men and women. We ended the quarter with inventory up 5.8% on a per door basis due to an increased unit costs to increase unit costs and increase depth on key categories such as athletic. On-hand units ended up the quarter down 1.2% on a per door basis. Our plan has been and continues to be to increase inventory in categories where we see a streak in order to maximize our business during fiscal 2012. Our team did a nice job of shifting the mix of inventory to the athletic category, which is the most important category for back-to-school. As a result, on hand units for nonathletic product were down on a per door basis at the end of the second quarter, while athletic units and inventory were higher than last year. Aged inventory remains low and we are well-positioned for the remainder of the back-to-school and fall sales period. Now I'd like to give you some insight to the exciting things we are experiencing thus far for back-to-school. To date, for the month of August, comparable store sales are up approximately 6%, with every department running ahead of last year. As of today, 2/3 of our schools have gone back. As a comparison, this time last year, a little over 80% of our schools have started back. Our buyers have done a good job of identifying trends and buying depth into those trends. Additionally, our marketing is spot on the young consumer which is a reason Shoe Carnival continues to be top of mind as they start thinking of shopping for back-to-school shoes. Customers are still waiting to just before school starts or just after school starts to make their final decision. We have seen this trend for the past several years, and this year, the last minute trend continues. As we approach fall, we still believe that the strong athletic trend we have experienced all year will continue with fresh color and exciting technologies. In addition, the Americana trend we spoke of last conference call continues to grow. We view Americana as nautical, western, bucks [ph] and riding boots just to name a few. Also in addition to athletic, color has found its way into new casuals both in flats and wedges. Lastly, we expect a nice rebound in our boot categories for the fourth quarter if we experience some more seasonable weather pattern from what we experienced last year. Moving to e-commerce. Although we hope to be further along, we continued to make good progress with our site, which has now been opened for almost 11 months. We are continuing to make improvement in the overall performance of the site, including our soon-to-be released mobile site. Mobile is an important addition because mobile technology accounts for over 20% of all online purchases. Our next digital opportunity is the installation of kiosks in many of our smaller stores, allowing our customers the opportunity to see the broad assortment found online while shopping our smaller stores. This strategy will be another component in improving conversion and transaction size in those stores. In addition to e-commerce, we continue to grow our loyalty members, utilizing both our brick and mortar stores in our e-commerce site. In fact, our loyal members loyalty members now account for over 10% of our total sales, which is a huge increase from just a few months ago. These loyal shoppers, on the average, spent 30% more per transaction than the company average. We've realized we have a long way to go, to catch some of our competitors in this channel but our store personnel and e-commerce team are focused in executing on that goal. In closing, I'd like to thank our entire team for their extraordinary efforts as they prepare for this back-to-school time period while successfully opening 11 new stores, 2 of which were in Puerto Rico. It was truly a team effort from every department in the company. Now I'd like to turn the call over to Kerry Jackson for details on our financial results. W. Jackson: Thank you, Cliff. Our net sales increased $15.5 million, or 9.3%, to $182.2 million during the second quarter of fiscal 2012, compared to the prior year's net sales of $166.7 million. This increase was primarily due to a $12.4 million increase in sales generated by our new stores opened since the beginning of the second quarter last year, as well as our e-commerce site which we launched in September 2011. Our comparable store sales increase of 3% contributed $5.0 million. These increases were partially offset by a $2.0 million loss in sales from the 9 stores closed since the second quarter of fiscal 2011. The gross profit margin for the quarter increased 0.9% to 28.7%. The merchandise margin increased 0.7%, while buying, distribution and occupancy costs decreased 0.2% during Q2 as our sales gain enabled us to leverage these costs. We realized an increase in preopening expenses included in distribution and occupancy, which was offset by an equivalent decrease in store closing costs included in occupancy expense. Selling, general and administrative expenses increased $5.4 million in the second quarter of fiscal 2012, to $47.6 million from $42.3 million in the second quarter of last year. As a percentage of sales, SG&A increased to 26.1% from 25.3% in the same period last year. The increase in SG&A was primarily due to the $3.6 million increase in expenses for new stores, net of expense reductions for stores that have closed. In addition, due to our improved financial performance, incentive compensation, which includes both cash and stock-based compensation, increased $2.3 million in the second quarter 2012 as compared to the second quarter last year. $789,000 of this expense is a cumulative catch up expense adjustment for a tier of restricted stock that was previously determined to be unlikely to vest, but is now considered more likely than not to vest this year. This restricted stock was granted in 2007 and will either expire or vest this year based on this fiscal year's diluted EPS. Our strong performance in the first half of the year, along with our expectation to continued acceleration, diluted EPS in the second half, pushed the performance targets of the restricted stock tier achievable at the high end of our expectations. However, at the low end of our expectations, we would not hit the performance targets and that tier would expire unvested this fiscal year and the expense incurred in Q2 would be reversed in either Q3 or Q4. Total preopening costs of Q2 increased $795,000 to $1.2 million. This increase in preopening costs over Q2 of last year equates to a reduction in EPS of about $0.025 per diluted share. Of the total preopening costs incurred in Q2, $764,000 is included in SG&A and $482,000 is included in cost of sales for preopening rent and freight. In Q2 last year, we incurred $451,000 of preopening expense, of which $315,000 was included in SG&A and $136,000 was included in cost of sales. The effective income tax rate for the second quarter of fiscal 2012 was 38.3% as compared to 33.2% for the same period in fiscal 2011. Included an income tax expense for the quarter of fiscal 2011 was a benefit related to the favorable resolution of certain tax positions, this benefits significantly lowered our effective income tax rate in Q2 last year. Now let me briefly discuss our year-to-date financial performance. Our net sales increased $39.7 million, or 10.9%, to $404.8 million during the first half of fiscal 2012, compared to prior year's net sales of $365.1 million. Net earnings for the first half of fiscal year 2012 increased to $13.9 million or $0.68 per diluted share from net earnings of $12.4 million, or $0.63 per diluted share, in the first half of last year. Now let me discuss our cash position information affecting cash flows. Depreciation expense was $3.9 million in Q2 and $7.8 million for the first half of fiscal 2012. Total depreciation expense is projected to be approximately $16 million for the fiscal year. We have expanded $16.4 million cash during the first half of fiscal year for the purchase of property and equipment, of which $14 million was for new stores, remodeling and store relocation activities. The remaining capital expenditures were used for continued divestment of technology and normal asset replacement activities. Cash leased in centers received from landlords were $3.1 million for the first half of fiscal 2012. Capital expenditures for 2012, includes actual expenditures during the first half of the fiscal year, are expected to be between $24 million to $25 million. Approximately $12 million of our total capital expenditures are expected to be used for new store construction, and $7 million will be used for store relocation and remodels. Lease incentives to be received from landlords during 2012 included actual amounts received during the first half of the year are expected to be approximately $5 million to $6 million. We currently have authorized a $25 million share repurchase program. To date, no shares have been repurchased under this program. This concludes our financial review. Now, I'd like to open up the call for questions.

[Operator Instructions] We'll take our first question from Scott Krasik with BB&T Capital Markets.

I guess, question, Kerry, can you help me understand, so I think you said the last -- on the last call that the high end of your guidance was predicated on merch margins being flat and then the comps came in, in line with the high-end and then the merch margin was up 70, is that the difference between the $0.03 difference between the high end of your guidance and what you reported? Or are there other moving parts in there? W. Jackson: It's almost exclusively the better margin we got during the quarter, that it allowed us to exceed our earnings estimates for Q2.

Okay. And in terms of the drivers of the better merchandise margin, what were they?

Scott, we -- this is Cliff. We saw higher margins out of our women's department, nonathletic, mainly because we didn't -- we made a decision not to buy back into the sandal category later in the second quarter. We had a pretty good first quarter in sandals and the -- first thought would be to buy back in but we were concerned that we'd be just buying markdown. So we decided not to do that and that helped our margin in the women's department. And then our -- in our athletic margins overall, women -- adult athletic margins were up.

Okay. Good. And then sort of the drivers of the flat margin so far, quarter-to-date, is that just a function of a tough compare year-over-year and how do you view that if it's playing out in Q3 in the merch margin?

It's the -- last year, for August, we ran one of the highest margins we've ever run. And August is a promotional time period for back-to-school, and we are running flat mainly because of the -- just the time period of the year. We looked to improve that as we move through the quarter, as we sell more seasonally higher margin product.

Okay. Good. And then I'll ask Kerry the same question about the margin, how do you view to get to the high-end of the guidance what does that imply for merch margin? W. Jackson: Flat to slightly up is what we have built into the high end of our guidance.

Okay. Great. And then, Mark, in terms of you've got the new markets coming online, are there other more important markets at this point? Or is it more backfilling next year? How do you view it and can you get more umph out of it because you're really starting to build some scale now?

Well, the intent in 2012, Scott, as we've said is, we will have to go into Dallas with a good number of stores, and we will have achieved that by the end of this year with 7 new stores in that market. And I think we've got even one additional coming on in the very early part of next year in the Dallas market. So we should have 8 by the end of the first quarter or second half. So we're really happy with that infiltration of Dallas. Puerto Rico is the other larger market that we entered this year, and with 2 stores opening in the third, fourth -- actually the fourth quarter, we'll have 4 in that -- on the island by the end of the year. So we're really happy with that as well and we're looking for, obviously, for more stores next year -- or maybe not so obviously for more stores next year. Those 2 stores we opened up in July really opened up very, very, very strongly, as I mentioned both of them were company records. And one of them was 8,000 square feet, so we're really happy with that. Next year, we intend to really focus our efforts back again on filling in existing marketplaces. Besides Puerto Rico and Dallas, we're continuing to look at Houston, we're continuing to look at Cleveland, we're continuing to look at a lot of the markets that we've gone into, Phoenix, for example. We're going to enter into Tucson and we'll look for backup stores in that market. So we're really looking at infilling strategy next year. And in 2014, probably towards the end of '14 and '15, we'll start looking at some major new markets again.

That's a good -- good understanding. And then just lastly, Kerry, sorry I think I missed it, how much did you say that employment comp plan was in the quarter, and the impact of reversing it later this year? W. Jackson: Well it -- obviously, there's potential, but it's $789,000 in expense we took in Q2. Now, if we hit the performance targets, that will not be reversed, obviously, but if we hit the lower end of our targets, then it'd be reversed out in Q2 or Q3 or Q4.

How wide? Just because if you're having such an amazing Q3, you know you'll have that regardless and that's why -- why wouldn't it -- why would it get reversed in Q3, I guess, because there's always the chance... W. Jackson: The restricted stock tier has a very specific EPS target. And if we hit that target on the fiscal year, then it vests. If we're $0.01 shy of it then it won't vest then it'll expire, and any expense associated with it, at that point, would be reversed out and taken back into the income.

Okay. I just don't know why then -- I mean, you always have a chance to earn it in Q4, right? So... W. Jackson: Right. I mean, we're not -- well -- yes. Well you take the tier of the expense and you allocate the expense over the time frame that the tier of a restricted stock will be valid. Well, we only have till the end of this year and this catch-up adjustment of $789,000 was from the date of grant. As the categories [ph] say, from the date of grant what ever the expense would have been, you have to pick up at the point in time that you now deem it more likely than not that it will vest.

So we'll go next to Chris Svezia with Susquehanna Financial Group.

So I just want to go back to gross margins for one sec here just so I got this correct. You sort of have stepped into Q3, and sort of the talk is kind of flattish product margins but an opportunity to show acceleration as you sell more seasonal product. If you think of about a 4 to 6 comp, wouldn't you get leverage on occupancy? As well if you got 20 bps in the quarter. So, I mean, could gross margins in the third quarter be up slightly or just trying to nail down how you -- how we should think about that?

Yes, we are -- yes, at the high end of our guidance, we are planning for a slight increase in gross margins. So you're exactly right. We should gain leverage on our buying, distribution and occupancy costs, and hopefully, with the switch to athletic products, the way our merchants have switched the mix, we'll see higher margins throughout the remainder of the third quarter just the way we've seen in the athletic product categories so far in the third quarter. So yes, we do anticipate slightly higher margins going forward. The one nice thing about not having as much clearance product in women's sandalized footwear, as the further we get into the third quarter, the less liquidation sales we will have to rely upon to get rid of the remaining piece of our women's sandalized product. So on a relative basis to last year, since we don't have as much inventory to liquidate, we anticipate those women's margins to start to climb throughout the remainder of the third quarter.

Okay. And then, Cliff, for you, just on the women's dress category, I think you referenced as you went into the -- into August, all your categories are comping positively, what do you -- I mean, is women's dress comping, what are you doing differently, what's changing in the assortments?

As what I've said in the prepared remarks was that our women's -- that every department was comping positive. So in women's, I have dress, I have casual, I have sport, casual and boots. So even though dress is still comping negative, I'm picking up the increase in women's, and not only in my boot category but in the casual and sandal category as well.

Okay. I got you. And obviously, you just mentioned -- you referenced boots, so that was my, sort of, next general conversation -- I mean, so far in terms of what you've seen, you've been pretty pleased with the vestiture that you're making, is that a fair statement?

For such a -- for us, it's such a small month from a volume standpoint in boots, but we are seeing nice increases in boot category, western boots were selling well, and we think that's going to continue.

Okay. And then lastly, just on -- I'm curious, Puerto Rico, you like what you see, you referenced how strong those stores in terms of how they opened, you got a couple more to go here, what's the market opportunity for Puerto Rico? How many stores can you actually put in that market as you look out to the next couple of years?

Well, certainly, our expectations may change depending where we open these initial half a dozen stores. And we -- after we open a store, we always take to look at what's the primary trade area that we are driving customers from into that particular location. We will do the same analysis in Puerto Rico. So right now, we're anticipating somewhere between a dozen and 15 stores. However, I'll caution you is that we'll continue to take a look at that as we open stores, we don't want to cannibalize, we don't want to take a chance on cannibalizing stores in Puerto Rico, except that if they -- if we see sales per square foot continue the way that we've seen sales per square foot of these 2 stores that we just opened, cannibalizing a certain amount of those sales is not going to hurt us. So the bottom line answer to that is we'll do a quantified polygon where we're driving customers from and base our anticipation of stores on that. Right now, we see 12 to 15 stores.

And can I just go back to Texas one sec? I know you don't want to comment just because of the timing on back-to-school and the ship later. But when those stores had initially opened and you seeded it with marketing, I mean can you add any color about how you felt when those stores opened in that point in time, relative to the base, relative to plan at that point?

Oh, when the stores opened?

Yes.

Texas stores opened very nicely. Yes, we were happy with the way those stores opened. Again, we went into the Dallas market with -- if that's what you're talking about, is Dallas. We went into the Dallas market with 6 stores at one time in the spring and we've never been able to do that in any opening any new large market. We spent an inordinate amount of advertising in that market to generate those grand opening sales. But in the long run, we felt that was the best thing to do for opening that large new market. Now, we're coming -- and then, we got off with the advertising subsequent to the opening because they fell into our normal advertising pattern. Now with back-to-school, we're increasing the amount of advertising that those existing Dallas stores we're seeing, as well as the new store that we opened in the Wheatland [ph] area of Dallas, I think it grand opened August 4 ph]. So we'll see advertising pick up now through their back-to-school day, which is about 5 days later than it was last year. And that's why we're saying that, if you strictly look at the performance of the Dallas market in early August without any advertising except for that new store, it's not as robust as it will be as we go back to the back-to-school period. We're expecting good things, we're going to hit -- the bottom line is we're continuing to expect good things out of Dallas, but until we get through a very heavy advertising period, we're not willing to make that call.

We'll take our next questions from Jim (sic) [Jill] Caruthers with Johnson Rice.

That's Jill Caruthers. Just a follow on the last question, given the excitement on the successive entry into 2 new markets, could you remind us or have you thrown out a long-term store potential number out there?

Jill, I'm having a hard time hearing you. Can you speak up a little bit?

Sure. I was wondering have you thrown out a potential long-term target of store count?

Within the United States?

Yes.

We've repeatedly talked about a 700 store chain with the current Shoe Carnival format and approximately the same size stores that we're operating today.

Okay. And then just to touch on the comments you made about the loyalty program, granted 10% of the sales -- it's pretty small compared to some of your competitors, could you talk about maybe the focus on driving that initiative and kind of the outlook going forward on that program?

Well, we've started as we launched in our e-commerce site, with a renewed focus on building the loyalty program, as we felt that this was going to be a great way to drive our business on e-commerce, and obviously, once you build that loyalty membership, you start communicating through -- let them through e-mail campaigns and whatnot. So we've seen -- again, we're seeing tremendous growth in the database of loyalty members. And with that and the communication that we've made to them with through our e-mail campaigns, we've seen an increase in sales. This is something that we're truly focused on. We obviously think that it can be a big driver of our business on a go forward basis.

We'll take our next question from Jeff Stein with Northcoast Research.

Mark, can you talk a little bit about marketing. And I'm just kind of curious with the elections coming up, it's probably going to be a little bit more expensive to advertise. Some retailers I've talked to are doing a little bit more cable, and I'm wondering are you mixing your media any differently this fall than you have in a non-election year? And maybe you could talk a little bit about how you see your marketing spend in the back half as a percent to sales if you hit your sales plan?

Let me answer the second question first. I don't have those specific percentages, and I probably won't give those out for competitive reasons anyway. The answer to your first part of the question is we don't do a lot of television advertising prior to the election period. So for us to be preempted, we would have to mistake -- make a mistake in placing that advertising in the first place. So we're not too worried about that. When our advertising -- our big advertising push, comes -- our next big advertising push, except for a certain holidays, comes at the day after Thanksgiving period. So as we get into holiday, obviously, we're by the elections, maybe not the aftermath of the election but certainly by the periods where we would consider to be prime for preemption. And no, we don't have to -- we really don't have to change our mix of advertising to accommodate any kind of election period phenomenon.

Okay. Can you give us some metrics in terms of how these new stores opened in Puerto Rico? In other words, what did you do kind of in the first week compared to what you would do in an average store opening here in the U.S.?

No, I really don't want to get into the specifics, Jeff. But like I said, we opened those stores. They were record in terms of sales. Not too far above the absolute record but the record before that was pretty significant. It was opening a 25,000 square foot store in Jacksonville, Florida back in the early '90s. So -- and we had a lot of advertising help and a lot of promotional help with Jacksonville Jaguars at that point in time. So it was a pretty significant record then. And the 2 stores in Puerto Rico, slightly beat it but they did beat it. And again, we're excited because one of those stores was an 8,000 square foot outlet mall location. So...

So you're saying an 8,000 square foot store in absolute dollars, beat a 25,000 square foot store? I just want to make sure I understand that.

It not only beat a 25,000 square foot store, it beat the best 25,000 square foot grand opening we ever had.

Okay. Congratulations on that. Can you talk a little bit about product costs for the back half of the year and your initial mark on going in, are you at -- are you passing it all along to the customer or are you just trying to go in with a more modest IMU and hope to come out with a lower markdown?

Product costs are up anywhere from low singles to mid-single digit, and thus far, for the year, in our plan going forward, we'll pass that cost increase onto the consumer.

Okay. And no resistance so far?

No. We think that the way to not get resistance is to improve the product. So in the athletic part of the cost increase is the fact that we're buying better product, and that when you buy better product that demands higher price, and there's been absolutely no resistance there.

[Operator Instructions] We'll take our next question from Sam Poser with Sterne Agee.

It's Ben Shamsian for Sam. Just on the store openings, you mentioned 30 store openings in 2013, is that 30 net openings?

No. That's an estimated approximate number of new store openings.

Okay. But you'll have some closings, I'm assuming, there?

We will have some closings. At this point in time, I'm in a position to say because we're still in negotiations with a good number of landlords regarding stores that we might anticipate closing.

Got it. And was there a shift in openings in -- form third quarter into fourth quarter?

This year?

Yes.

Yes. A number of stores are going to grand open or open right at the beginning of the fourth quarter, right in the first week of November. So we've had -- and we had a few stores, they may or may not get opened the last few days of October, which is the end of the third quarter, but we're anticipating those stores, big push in sales at grand opening in the first week or 2 of November.

Got it. Got it. Okay. And were there anything shifting in terms of back-to-school from Q2, Q3 given the late back-to-schools?

Not from Q2 to Q3, as much, maybe a couple things -- maybe a couple of days out of second quarter into the third quarter, but on an overalls -- in the overall scheme of things, it didn't dramatically impact, and certainly, not going to dramatically impact the third quarter.

Got it. Okay. And anything else -- anything in terms of trends by brands you can -- you're excited about as we go into the back half?

As far as brands are concerned, all the key brands have been driving our athletic business, continue to get stronger. In fact, as we are now previewing and actually a bulk first quarter in athletic and previewing second quarter, the key brands that have always been our key brands continued to improve. So we're pretty excited about the athletic brands and where we're going there. From a nonathletic perspective there are no real key brands that I'm prepared to talk about on this call.

We'll take our next question from Mark Montagna with Avondale partners.

A question about your comps for the second quarter, is it fair to say that the comps were hindered by a lack of clearance?

From a total top line sales, maybe slightly, Mark. But it's not going to add -- it's not going to double it from 3 to 6. But yes, I mean we looked at our women's, and again, we made a conscious decision not to buy into sandalized footwear that sold very well in the first quarter. So potentially, yes. We look at it as if -- okay, we didn't have a lot of sandals to clear, consequently, we sold some athletic product at better prices, that was the whole intent. So it's hard to quantify what the opportunity cost was of some of the liquidation sales.

Okay. It sounds like a pretty high-class problem to have. So...

Well, the strategy worked.

Yes. So could you guys give a number in terms of what percentage the second quarter ending clearance was down? I think you might have talked about total inventories but I was curious if you could tell us anything about clearance dollars?

No, what we talked about -- what Cliff had mentioned and I think that I mentioned it, is that our women's sandal inventory was lower in terms of units in the inventory on hand at the end of the second quarter. And consequently, we're expecting slightly higher margins out of that category in the third quarter. We did not give any quantification of that.

Okay. And then when you were discussing shifting inventory into, say, hotter categories, how much lead time is needed for you to make that kind of shift?

To do it properly, you need approximately 6 months. Anywhere from -- depending upon the vendor, anywhere from 5 to 6 months. But you need to -- that needs to be identified upfront in order to shift the dollar so that the buyers can execute. And basically, what we have seen over the past, actually, over the past year is this increased demand for athletic products, specially in the running category, and we made a conscious decision to shift dollars to that category and out of some of the other categories that we saw as struggling.

Okay. And then just looking at boots, I'm wondering if the average unit price -- the initial average unit price on boots, I would imagine you're expecting it to be a bit higher for the second half of this year versus last year.

Absolutely. Expected to be higher. If you remember, last year in the second half, the weather gods didn't actually smile upon us. And in the fourth quarter, we sold -- we ended up selling a lot of boots especially in the month of December and January because we had to take dramatic markdowns on those. So we do expect to see higher unit costs and -- unit retail, excuse me, and higher margins.

And I think, Mark, your -- let me clarify your question, was it initial price points or initial markup or was this realized price? Because we measure everything in realized price.

Yes, I mean, of course, the realized price should be higher. But I was wondering just in terms of the initial pricing, I would anticipate that's also going to be higher than last year?

It would be higher based on increased costs.

Okay. And that's the sole reason why it would be higher, it's just the costs?

Well, not necessarily, cause there's a bit -- actually been a shift in the product categories so some of the product categories that we -- that were supposed to be strong last year or the year before, we've downshifted that product and increased the buy in other categories, which were better product and higher retail. So it's a combination of higher unit costs and better product.

Okay. And then you mentioned sounds like surf skate is doing pretty well, is that being driven by some sort of apparel trend or is it just merely driven by denim sales or can you actually talk about what is driving...

I'm sorry, I didn't hear -- skate?

Yes. The surf skate shoes.

It's -- we don't do a lot of surf skate. But with the skate product, I did mention the fact that, that was increasing for us, and I really believe that has a lot to do with color. When you look at our skate inventory, it's no longer just black and white, which is traditionally been the strong colors, there's a lot of exciting color in skate.

Okay. And then just lastly, back to Puerto Rico, Mark, you were saying that Puerto Rico could be 12 to 15 stores, but is that based on allowing no cannibalization, therefore, you'll open more stores, or allowing for some cannibalization?

That would probably be some cannibalization. And as I -- maybe I didn't make myself clear. As I tried to discuss, as we get more into, or as we learn more about where we're driving sales from, in other words, how far out each store is drawing customers from, we'll have a better handle, a better quantification on what potential cannibalization we do have. We've identified areas in the -- on the island that we think are distinct, separate retail trade areas, and that's what we're targeting right now. Now having said that, it's very possible that, when we've got a 15 or 15,000 maybe even 20,000 square foot store in certain locations, they will draw from a wider population base, a larger population base than what we've originally intended. So especially when we're talking about outlet malls. So that's why we're a little bit hesitant to say exactly how many stores we think we can get on the island. We've identified all of the really important retail hubs on the island, and we're working towards putting stores in those. And right now, we think that we could have 12 to 15 really viable stores on Puerto Rico.

We'll go next to Steven Martin with Slater Capital Management.

Most of my questions have been answered. just on preopening, you have expenses of management, and things like that, traveling to Puerto Rico that are not included in preopening expenses, am I right?

No. We did. We included, some of that, and we didn't.

Would the non-included expense be something meaningful to talk about or is there some way... W. Jackson: Steve, what we do is we include like store management, who are actually working in the stores that will travel from another store to work to get that store up and running, that's included in the preopening costs. But when Mark, Cliff and I go to a store, we don't include that in preopening costs because we're there to monitor and learn, not working the store itself.

And so if you -- and that would include the trips you guys might have been making down there pre the opening of the store, to find a store? W. Jackson: Correct, but we just include that in just regular operating cost in our general and administrative expenses.

Okay. Next year, assuming, Mark made comments about roughly 30 openings and no new markets, would it be fair to go to you -- oh, let me ask the question differently.

Steve, let me clarify -- before you ask the question, let me clarify, what I'm talking about is no new major markets.

Right. Right. So if we were going to go out, if we were modeling for next year, and -- what number do you guys use as preopening on a rough basis, per store? W. Jackson: Steve, it goes all the way from these Puerto Rico stores were more expensive because advertising is more expensive. You can go in -- and if you go into an existing market, preopening costs may be in the 40 range, at the high end, it might be in the high 6 or in the low 6 figures. So it really just depends on what is the circumstances of the market, what market is it. It has literally been all over the board. A new market -- a large new market is generally at the high end of that range.

Right. But if you didn't open a large new market next year, and every -- as Mark just said, no major new markets and the rest of the stores were all infill, what kind of number would be fair for us to use? W. Jackson: Probably, the midpoint of that range would be something more reasonable than the high end of that range.

So $60,000 a store? W. Jackson: Approximately.

Ladies and gentlemen, we have nobody else left in our queue. At this time, I'd like to turn the conference over to Mr. Mark Lemond for any additional or closing remarks.

Well, in closing, I just like to iterate that we're pleased with the back-to-school season thus far, and we're optimistic for the remainder of the third quarter. Our accelerated new store opening plan is right on track, and our financial results continued to validate the Shoe Carnival operating model. Thanks for joining us today, and we look forward to speaking to you in November.

Ladies and gentlemen, this does conclude today's conference. We appreciate your participation. You may disconnect at this time.