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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
 
20549
FORM
10-Q
QUARTERLY REPORT PURSUANT
 
TO SECTION
 
13 OR 15(d)
 
OF THE SECURITIES
 
EXCHANGE
 
ACT OF
1934
For the quarterly period ended
August 3, 2024
OR
TRANSITION
 
REPORT PURSUANT
 
TO SECTION
 
13 OR 15(d)
 
OF THE SECURITIES
 
EXCHANGE
 
ACT OF
1934
For the transition period from ________________to__________________
Commission file number
 
1-31340
 
THE CATO CORPORATION
(Exact name of registrant as specified in its
 
charter)
 
Delaware
56-0484485
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
8100 Denmark Road
,
Charlotte
,
North Carolina
 
28273-5975
(Address of principal executive offices)
(Zip Code)
(704)
554-8510
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if
 
changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
Indicate
 
by check
 
mark
 
whether
 
the
 
registrant
 
(1)
 
has
 
filed
 
all
 
reports
 
required
 
to
 
be
 
filed
 
by Section
 
13
 
or
 
15(d)
 
of
 
the
 
Securities
Exchange Act of 1934
 
during the preceding 12
 
months (or for such shorter
 
period that the registrant
 
was required to file such
 
reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes
X
No
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
has
 
submitted
 
electronically
 
every
 
Interactive
 
Data
 
File
 
required
 
to
 
be
 
submitted
pursuant to Rule
 
405 of Regulation
 
S-T (§232.405
 
of this chapter)
 
during the preceding
 
12 months (or
 
for such shorter
 
period that the
registrant was required to submit such files).
Yes
X
No
Indicate by
 
check mark
 
whether the
 
registrant is
 
a large
 
accelerated filer,
 
an accelerated
 
filer, a
 
non-accelerated filer,
 
a smaller
 
reporting
company,
 
or
 
an
 
emerging
 
growth
 
company.
 
See
 
the
 
definitions
 
of
 
“large
 
accelerated
 
filer,”
 
“accelerated
 
filer,”
 
“smaller
 
reporting
company,” and “emerging growth
 
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
 
 
Non-accelerated filer
 
 
Smaller reporting company
 
 
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b
 
-2 of the Exchange Act). Yes
 
No
As of August 3, 2024, there were
18,804,629
 
shares of Class A common stock and
1,763,652
 
shares of Class B common stock outstanding.
1
THE CATO CORPORATION
FORM 10-Q
Quarter Ended August 3, 2024
Table
 
of Contents
Page No.
PART
 
I – FINANCIAL INFORMATION
 
(UNAUDITED)
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Statements of Income and Comprehensive Income
2
For the Three Months and Six Months Ended August
 
3, 2024 and July 29, 2023
Condensed Consolidated Balance Sheets
3
At August 3, 2024 and February 3, 2024
Condensed Consolidated Statements of Cash Flows
4
For the Six Months Ended August 3, 2024 and
 
July 29, 2023
Condensed Consolidated Statements of Stockholders’ Equity
5 – 6
For the Three Months and Six Months Ended August
 
3, 2024 and July 29, 2023
Notes to Condensed Consolidated Financial Statements
7 – 21
For the Three Months and Six Months Ended August
 
3, 2024 and July 29, 2023
Item 2.
Management’s Discussion and Analysis
 
of Financial Condition and
Results of Operations
22 – 28
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
29
Item 4.
Controls and Procedures
29
PART
 
II – OTHER INFORMATION
Item 1.
Legal Proceedings
30
Item 1A.
Risk Factors
30
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
Item 3.
Defaults Upon Senior Securities
30
Item 4.
Mine Safety Disclosures
31
Item 5.
Other Information
31
Item 6.
Exhibits
31
Signatures
32
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
PART
 
I FINANCIAL INFORMATION
ITEM 1.
 
FINANCIAL STATEMENTS
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF INCOME AND
COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
Six Months Ended
August 3, 2024
July 29, 2023
August 3, 2024
July 29, 2023
(Dollars in thousands, except per share data)
REVENUES
 
Retail sales
$
166,934
$
181,181
$
342,206
$
371,492
 
Other revenue (principally finance charges, late fees and
 
layaway charges)
1,694
1,690
3,521
3,429
 
Total revenues
168,628
182,871
345,727
374,921
COSTS AND EXPENSES, NET
 
Cost of goods sold (exclusive of depreciation shown
 
below)
109,122
117,617
221,627
239,704
 
Selling, general and administrative (exclusive of
 
depreciation
 
shown below)
58,181
61,618
114,933
123,552
 
Depreciation
2,329
2,510
4,369
4,867
 
Interest and other income
(1,742)
(1,334)
(7,563)
(2,231)
 
Costs and expenses, net
167,890
180,411
333,366
365,892
Income before income taxes
738
2,460
12,361
9,029
Income tax expense
643
1,333
1,292
3,475
Net income
$
95
$
1,127
$
11,069
$
5,554
Basic earnings per share
$
0.01
$
0.06
$
0.54
$
0.27
Diluted earnings per share
$
0.01
$
0.06
$
0.54
$
0.27
Comprehensive income:
Net income
$
95
$
1,127
$
11,069
$
5,554
Unrealized gain (loss) on available-for-sale securities, net of
 
 
deferred income taxes of $
50
 
and $
156
 
for
 
 
the three and six months ended July 29, 2023, respectively
676
167
(72)
522
Comprehensive income
$
771
$
1,294
$
10,997
$
6,076
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
August 3, 2024
February 3, 2024
ASSETS
(Dollars in thousands)
Current Assets:
Cash and cash equivalents
 
$
30,764
$
23,940
Short-term investments
 
73,902
79,012
Restricted cash
3,562
3,973
Accounts receivable, net of allowance for customer credit losses of
 
$
674
 
and $
705
 
at August 3, 2024 and February 3, 2024, respectively
29,772
29,751
Merchandise inventories
 
95,972
98,603
Prepaid expenses and other current assets
9,506
7,783
 
Total Current Assets
 
243,478
243,062
Property and equipment – net
 
63,975
64,022
Other assets
 
22,340
25,047
Right-of-Use assets – net
 
125,779
154,686
 
Total Assets
 
$
455,572
$
486,817
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
 
$
84,623
$
87,821
Accrued expenses
 
36,207
37,404
Accrued employee benefits and bonus
1,022
1,675
Accrued income taxes
 
646
-
Current lease liability
51,091
61,108
 
Total Current Liabilities
 
173,589
188,008
Other noncurrent liabilities
14,573
14,475
Lease liability
72,348
92,013
Stockholders' Equity:
Preferred stock, $
100
 
par value per share,
100,000
 
shares
 
authorized,
none
 
issued
-
-
Class A common stock, $
0.033
 
par value per share,
50,000,000
 
shares authorized;
18,804,629
 
shares and
18,802,742
 
shares
 
issued at August 3, 2024 and February 3, 2024, respectively
635
635
Convertible Class B common stock, $
0.033
 
par value per share,
 
15,000,000
 
shares authorized;
 
1,763,652
 
shares
 
 
shares issued at August 3, 2024 and February 3, 2024
59
59
Additional paid-in capital
 
127,951
126,953
Retained earnings
 
66,094
64,279
Accumulated other comprehensive income
323
395
 
Total Stockholders' Equity
 
195,062
192,321
 
Total Liabilities and Stockholders' Equity
 
$
455,572
$
486,817
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF CASH FLOWS
(UNAUDITED)
Six Months Ended
August 3, 2024
July 29, 2023
(Dollars in thousands)
Operating Activities:
Net income
$
11,069
$
5,554
Adjustments to reconcile net income to net cash provided
 
by operating activities:
 
Depreciation
4,369
4,867
 
Provision for customer credit losses
338
248
 
Purchase premium and discount accretion of investments
(577)
(97)
 
Gain on sale of assets held for investment
(4,223)
-
 
Share-based compensation
840
2,192
 
Deferred income taxes
-
(832)
 
Loss on disposal of property and equipment
96
1
 
Changes in operating assets and liabilities which provided
 
(used) cash:
 
Accounts receivable
1,041
(666)
 
Merchandise inventories
2,631
19,338
 
Prepaid and other assets
(1,891)
(667)
 
Operating lease right-of-use assets and liabilities
(775)
(1,001)
 
Accrued income taxes
646
2,948
 
Accounts payable, accrued expenses and other liabilities
(4,728)
(10,306)
Net cash provided by operating activities
8,836
21,579
Investing Activities:
Expenditures for property and equipment
 
(4,799)
(8,470)
Purchase of short-term investments
(31,396)
(14,497)
Sales of short-term investments
37,703
46,777
Sales of other assets
5,165
-
Net cash provided by investing activities
6,673
23,810
Financing Activities:
Dividends paid
(7,050)
(6,962)
Repurchase of common stock
(2,237)
(2,563)
Proceeds from employee stock purchase plan
191
198
Net cash used in financing activities
(9,096)
(9,327)
Net increase in cash, cash equivalents, and restricted cash
6,413
36,062
Cash, cash equivalents, and restricted cash at beginning of period
27,913
23,792
Cash, cash equivalents, and restricted cash at end of period
 
$
34,326
$
59,854
Non-cash activity:
Accrued other assets and property and equipment expenditures
$
721
$
572
See notes to condensed consolidated financial statements (unaudited).
 
 
 
5
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
(Dollars in thousands)
Balance — February 3, 2024
$
694
$
126,953
$
64,279
$
395
$
192,321
Comprehensive income:
 
Net income
-
-
10,974
-
10,974
 
Unrealized net losses on available-for-sale securities, net of
 
deferred income tax expense of $0
-
-
-
(748)
(748)
Dividends paid ($
0.17
 
per share)
-
-
(3,523)
-
(3,523)
Class A common stock sold through employee stock purchase
 
plan
1
189
-
-
190
Share-based compensation issuances and exercises
13
-
5
-
18
Share-based compensation expense
-
(84)
-
-
(84)
Repurchase and retirement of treasury shares
(14)
-
(2,223)
-
(2,237)
Balance — May 4, 2024
$
694
$
127,058
$
69,512
$
(353)
$
196,911
Comprehensive income:
 
Net income
 
-
-
95
-
95
 
Unrealized net gains on available-for-sale securities, net of
 
deferred income tax expense of $0
-
-
-
676
676
Dividends paid ($
0.17
 
per share)
-
-
(3,527)
-
(3,527)
Class A common stock sold through employee stock purchase
 
plan
-
35
-
-
35
Share-based compensation issuances and exercises
-
-
-
-
-
Share-based compensation expense
-
858
14
-
872
Repurchase and retirement of treasury shares
-
-
-
-
-
Balance — August 3, 2024
$
694
$
127,951
$
66,094
$
323
$
195,062
See notes to condensed consolidated financial statements (unaudited).
 
 
 
6
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
(Dollars in thousands)
Balance — January 28, 2023
$
691
$
122,431
$
104,709
$
(1,238)
$
226,593
Comprehensive income:
 
Net income
-
-
4,428
-
4,428
 
Unrealized net gains on available-for-sale securities, net of
 
deferred income tax expense of $
107
-
-
-
355
355
Dividends paid ($
0.17
 
per share)
-
-
(3,455)
-
(3,455)
Class A common stock sold through employee stock purchase
 
plan
-
195
-
-
195
Share-based compensation issuances and exercises
 
-
-
3
-
3
Share-based compensation expense
-
929
-
-
929
Repurchase and retirement of treasury shares
(8)
-
(2,259)
-
(2,267)
Balance — April 29, 2023
$
683
$
123,555
$
103,426
$
(883)
$
226,781
Comprehensive income:
 
Net income
-
-
1,127
-
1,127
 
Unrealized net gains on available-for-sale securities, net of
 
 
deferred income tax expense of $
50
-
-
-
167
167
Dividends paid ($
0.17
 
per share)
-
-
(3,507)
-
(3,507)
Class A common stock sold through employee stock purchase
 
plan
1
31
-
-
32
Share-based compensation issuances and exercises
 
-
-
-
-
-
Share-based compensation expense
12
1,212
3
-
1,227
Repurchase and retirement of treasury shares
(1)
-
(293)
-
(294)
Balance — July 29, 2023
$
695
$
124,798
$
100,756
$
(716)
$
225,533
See notes to condensed consolidated financial statements (unaudited).
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
7
 
NOTE 1 - GENERAL
:
The
 
condensed
 
consolidated
 
financial
 
statements
 
as
 
of
 
August
 
3,
 
2024
 
and
 
for
 
the
 
twenty-six-week
periods ended August
 
3, 2024 and
 
July 29,
 
2023 have been
 
prepared from the
 
accounting records of
 
The
Cato
 
Corporation
 
and
 
its
 
wholly-owned
 
subsidiaries
 
(the
 
“Company”),
 
and
 
all
 
amounts
 
shown
 
are
unaudited.
 
In the opinion of management, all adjustments considered necessary for a fair statement of the
financial statements
 
have been
 
included.
 
All such
 
adjustments
 
are
 
of
 
a
 
normal, recurring
 
nature
 
unless
otherwise noted.
 
The results
 
of the
 
interim period
 
may not
 
be indicative
 
of the
 
results expected
 
for the
entire year.
The interim financial
 
statements should be read
 
in conjunction with
 
the consolidated financial statements
and
 
notes
 
thereto,
 
included
 
in
 
the
 
Company’s
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
the
 
fiscal
 
year
 
ended
February 3, 2024.
 
Amounts as of February 3, 2024 have been derived from the audited balance sheet, but
do not include all disclosures required by
 
accounting principles generally accepted in the United States of
America.
On February 16, 2024, the Company closed on the sale of land held for investment.
 
The sale resulted in a
net
 
gain
 
of
 
$
3.2
 
million
 
and
 
is
 
included
 
in
 
Interest
 
and
 
other
 
income
 
in
 
the
 
accompanying
 
Condensed
Consolidated Statements of Income and Comprehensive Income
 
for the period ended August 3, 2024.
Subsequent to
 
the second
 
quarter of
 
the current
 
fiscal year,
 
the Company
 
received $
8.6
 
million from
 
the
insurance claim settlement and sale of its corporate jet.
On August 29, 2024, the Board of Directors maintained the quarterly dividend
 
at $
0.17
 
per share.
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
8
 
NOTE 2 - EARNINGS PER SHARE:
Accounting Standard Codification (“ASC”) 260 –
Earnings Per Share
 
requires dual presentation of basic and
diluted Earnings Per Share
 
(“EPS”) on the face of
 
all income statements for
 
all entities with complex
 
capital
structures.
 
The Company has presented one basic EPS and one diluted EPS amount for all common shares in
the accompanying
 
Condensed Consolidated
 
Statements of
 
Income and
 
Comprehensive Income.
 
While the
Company’s certificate
 
of incorporation
 
provides the
 
right for
 
the Board of
 
Directors to
 
declare dividends
 
on
Class
 
A
 
shares
 
without
 
declaration
 
of
 
commensurate
 
dividends
 
on
 
Class
 
B
 
shares,
 
the
 
Company
 
has
historically paid the same dividends to both Class A and Class B shareholders and the
 
Board of Directors has
resolved to continue this practice.
 
Accordingly, the Company’s allocation of income for purposes of the EPS
computation is the same
 
for Class A and
 
Class B shares and
 
the EPS amounts reported
 
herein are applicable
to both Class A and Class B
 
shares.
Basic
 
EPS
 
is
 
computed
 
as
 
net
 
income
 
less
 
earnings
 
allocated
 
to
 
non-vested
 
equity
 
awards
 
divided
 
by
 
the
weighted average
 
number of
 
common shares
 
outstanding for
 
the period.
 
Diluted EPS
 
reflects the
 
potential
dilution
 
that
 
could
 
occur
 
from
 
common
 
shares
 
issuable
 
through
 
stock
 
options
 
and
 
the
 
Employee
 
Stock
Purchase Plan.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
Six Months Ended
August 3, 2024
July 29, 2023
August 3, 2024
July 29, 2023
(Dollars in thousands)
Numerator
Net earnings
$
95
$
1,127
$
11,069
$
5,554
Earnings (loss) allocated to non-vested equity awards
9
(54)
(583)
(292)
Net earnings available to common stockholders
$
104
$
1,073
$
10,486
$
5,262
Denominator
Basic weighted average common shares outstanding
19,297,484
19,395,484
19,327,137
19,349,266
Diluted weighted average common shares outstanding
19,297,484
19,395,484
19,327,137
19,349,266
Net income per common share
Basic earnings per share
$
0.01
$
0.06
$
0.54
$
0.27
Diluted earnings per share
$
0.01
$
0.06
$
0.54
$
0.27
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
9
 
NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME:
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
three months ended August 3, 2024:
 
 
 
 
 
 
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at May 4, 2024
$
(353)
 
Other comprehensive income before
 
 
reclassification
776
 
Gains reclassified from accumulated
 
other comprehensive income (b)
100
Net current-period other comprehensive income
676
Ending Balance at August 3, 2024
$
323
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes $
130
 
impact of Accumulated other comprehensive income reclassifications into Interest and other
 
income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $
30
.
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
six months ended August 3, 2024:
 
 
 
 
 
 
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at February 3, 2024
$
395
 
Other comprehensive income before
 
 
reclassification
714
 
Gains reclassified from accumulated
 
other comprehensive income (b)
786
Net current-period other comprehensive loss
(72)
Ending Balance at August 3, 2024
$
323
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes
$1,022
 
impact of Accumulated other comprehensive income reclassifications into Interest and other
 
income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $
236
.
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
10
 
NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME
 
(CONTINUED):
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
three months ended July 29, 2023:
 
 
 
 
 
 
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at April 29, 2023
$
(883)
 
Other comprehensive income before
 
 
reclassifications
164
 
Gains reclassified from accumulated
 
other comprehensive income (b)
3
Net current-period other comprehensive income
167
Ending Balance at July 29, 2023
$
(716)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes $
4
 
impact of Accumulated other comprehensive income reclassifications into Interest and other
 
income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $
1
.
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
six months ended July 29, 2023:
 
 
 
 
 
 
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at January 28, 2023
$
(1,238)
 
Other comprehensive income before
 
 
reclassifications
519
 
Gains reclassified from accumulated
 
other comprehensive income (b)
3
Net current-period other comprehensive income
522
Ending Balance at July 29, 2023
$
(716)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes $
4
 
impact of Accumulated other comprehensive income reclassifications into Interest and other
 
income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $
1
.
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
11
 
NOTE 4 – FINANCING ARRANGEMENTS:
At
 
August
 
3,
 
2024,
 
the
 
Company
 
had
 
an
 
unsecured
 
revolving
 
credit
 
agreement,
 
which
 
provides
 
for
borrowings
 
of
 
up
 
to
 
$
35.0
 
million,
 
less
 
the
 
balance
 
of
 
any
 
revocable
 
letters
 
of
 
credit
 
related
 
to
 
purchase
commitments,
 
and
 
is
 
committed
 
through
 
May
 
2027.
 
The
 
credit
 
agreement
 
contains
 
various
 
financial
covenants
 
and
 
limitations,
 
including
 
the
 
maintenance
 
of
 
specific
 
financial
 
ratios.
 
On
 
April
 
25,
 
2024,
 
the
Company amended the
 
revolving credit agreement to
 
modify a definition used
 
in calculating the
 
Company’s
minimum EBITDAR coverage ratio to add back certain income tax receivables included in the calculation of
the ratio.
 
For the
 
quarter ended
 
August 3,
 
2024, after
 
giving effect
 
to the
 
amendment, the
 
Company was
 
in
compliance with the
 
credit agreement. There
 
were
no
 
borrowings outstanding,
no
r any outstanding
 
letters of
credit that reduced borrowing availability, as of August 3, 2024.
 
The weighted average interest rate under the
credit facility was
zero
 
at August 3, 2024 due to
no
 
outstanding borrowings.
 
NOTE 5 – REPORTABLE SEGMENT INFORMATION:
The
 
Company
 
has
 
determined
 
that
 
it
 
has
four
 
operating
 
segments,
 
as
 
defined
 
under
 
ASC
 
280
 
Segment
Reporting
, including Cato,
 
It’s Fashion, Versona
 
and Credit.
 
As outlined in
 
ASC 280-10, the Company
 
has
two
 
reportable segments: Retail and Credit.
 
The Company has aggregated its
three
 
retail operating segments,
including
 
e-commerce,
 
based
 
on the
 
aggregation
 
criteria
 
outlined in
 
ASC
 
280-10, which
 
states that
 
two
 
or
more operating segments may be aggregated into a single reportable segment if aggregation is consistent with
the
 
objective
 
and
 
basic
 
principles
 
of
 
ASC
 
280-10,
 
which
 
require
 
the
 
segments
 
to
 
have
 
similar
 
economic
characteristics, products, production processes, clients and
 
methods of distribution.
 
The
 
Company’s
 
retail
 
operating
 
segments
 
have
 
similar
 
economic
 
characteristics
 
and
 
similar
 
operating,
financial and
 
competitive risks.
 
The products
 
sold in each
 
retail operating
 
segment are
 
similar in
 
nature, as
they
 
all
 
offer
 
women’s
 
apparel,
 
shoes
 
and
 
accessories.
 
Merchandise
 
inventory
 
of
 
the
 
Company’s
 
retail
operating
 
segments
 
is
 
sourced
 
from
 
the
 
same
 
countries
 
and
 
some
 
of
 
the
 
same
 
vendors,
 
using
 
similar
production processes.
 
Merchandise for the Company’s retail operating segments is distributed to retail stores
in a similar manner through
 
the Company’s single distribution center and is
 
subsequently sold to customers in
a similar
 
manner.
 
The
 
Company
 
operates
 
its
 
women’s
 
fashion
 
specialty
 
retail
 
stores
 
in
31
 
states
 
as
 
of
 
August
 
3,
 
2024,
principally in the southeastern United States. The Company offers its own credit card to its customers and
all
 
credit
 
authorizations,
 
payment
 
processing
 
and
 
collection
 
efforts
 
are
 
performed
 
by
 
separate
 
wholly-
owned subsidiaries of the Company.
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
12
 
NOTE 5 – REPORTABLE SEGMENT INFORMATION
 
(CONTINUED):
The following schedule summarizes certain segment
 
information (in thousands):
 
 
 
 
 
Three Months Ended
Six Months Ended
August 3, 2024
Retail
Credit
Total
August 3, 2024
Retail
Credit
Total
Revenues
$167,954
$674
$168,628
Revenues
$344,384
$1,343
$345,727
Depreciation
2,328
1
2,329
Depreciation
4,368
1
4,369
Interest and other income
(1,742)
-
(1,742)
Interest and other income
(7,563)
-
(7,563)
Income before
 
income taxes
485
253
738
Income before
 
income taxes
11,859
502
12,361
Capital expenditures
1,536
-
1,536
Capital expenditures
4,799
-
4,799
Three Months Ended
Six Months Ended
July 29, 2023
Retail
Credit
Total
July 29, 2023
Retail
Credit
Total
Revenues
$182,213
$658
$182,871
Revenues
$373,648
$1,273
$374,921
Depreciation
2,509
1
2,510
Depreciation
4,866
1
4,867
Interest and other income
(1,334)
-
(1,334)
Interest and other income
(2,231)
-
(2,231)
Income before
 
income taxes
2,207
253
2,460
Income before
 
income taxes
8,590
439
9,029
Capital expenditures
2,300
-
2,300
Capital expenditures
8,470
-
8,470
Retail
Credit
Total
Total assets as of August 3, 2024
$417,112
$38,460
$455,572
Total assets as of February 3, 2024
448,488
38,329
486,817
The Company evaluates segment performance based on
 
income before income taxes.
 
The Company does not
allocate certain corporate expenses or
 
income taxes to the credit segment.
The following schedule summarizes the direct expenses
 
of the credit segment, which are
 
reflected in Selling,
general and administrative expenses (in
 
thousands):
 
 
 
 
 
 
 
 
 
 
Three Months Ended
Six Months Ended
August 3, 2024
July 29, 2023
August 3, 2024
July 29, 2023
Payroll
$
161
$
142
$
314
$
276
Postage
115
109
217
210
Other expenses
144
154
309
348
Total expenses
$
420
$
405
$
840
$
834
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
13
 
NOTE 6 – STOCK-BASED COMPENSATION:
As of August
 
3, 2024, the
 
Company’s 2018 Incentive
 
Compensation Plan allows
 
for the granting
 
of various
forms of equity-based awards,
 
including restricted stock
 
and stock options for
 
grant to officers, directors
 
and
key employees.
The
 
following
 
table
 
presents
 
the
 
number
 
of
 
options
 
and
 
shares
 
of
 
restricted
 
stock
 
initially
 
authorized
 
and
available for grant under this plan as
 
of August 3, 2024:
 
 
2018
Plan
Options and/or restricted stock initially authorized
4,725,000
Options and/or restricted stock available for grant
2,753,001
In
 
accordance
 
with
 
ASC
 
718
 
Compensation–Stock Compensation
,
 
the
 
fair
 
value
 
of
 
current
 
restricted
stock awards
 
is estimated
 
on the
 
date of
 
grant based
 
on the
 
market price
 
of the
 
Company’s
 
stock and
 
is
amortized to compensation expense on a straight-line basis
 
over the related vesting periods. As of
 
August
3, 2024
 
and February
 
3, 2024,
 
there was
 
$
9,148,000
 
and $
9,334,000
, respectively,
 
of total
 
unrecognized
compensation
 
expense
 
related
 
to
 
nonvested
 
restricted
 
stock
 
awards,
 
which
 
had
 
a
 
remaining
 
weighted-
average vesting
 
period
 
of
2.4
 
years
 
and
2.1
 
years,
 
respectively.
 
The
 
total
 
compensation expense
 
during
the three and
 
six months ended
 
August 3, 2024
 
was $
872,000
 
and $
806,000
, respectively,
 
compared to a
total
 
compensation
 
expense
 
of
 
$
1,230,000
 
and
 
$
2,158,000
 
for
 
the
 
three
 
and
 
six
 
months
 
ended July
 
29,
2023,
 
respectively.
 
This
 
compensation
 
expense
 
is
 
classified
 
as
 
a
 
component
 
of
 
Selling,
 
general
 
and
administrative expenses in the Condensed Consolidated Statements of Income
.
The following summary
 
shows the changes
 
in the number
 
of shares of
 
unvested restricted stock
 
outstanding
during
 
the six months ended
 
August
 
3, 2024:
 
 
 
Weighted Average
Number of
Grant Date Fair
Shares
Value
 
Per Share
Restricted stock awards at February 3, 2024
1,123,873
$
11.32
Granted
386,900
4.80
 
Vested
(232,696)
13.22
 
Forfeited or expired
(18,296)
9.17
 
Restricted stock awards at August 3, 2024
1,259,781
$
8.98
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
14
NOTE 6 – STOCK BASED-COMPENSATION (CONTINUED):
The
 
Company’s
 
Employee
 
Stock
 
Purchase
 
Plan
 
allows
 
eligible
 
full-time
 
employees
 
to
 
purchase
 
a
 
limited
number of
 
shares
 
of the
 
Company’s
 
Class
 
A
 
Common Stock
 
during each
 
semi-annual offering
 
period
 
at
 
a
15
% discount
 
through payroll
 
deductions. During
 
the six
 
months ended
 
August 3,
 
2024 and
 
July 29,
 
2023,
the
 
Company
 
sold
38,910
 
and
26,127
 
shares
 
to
 
employees
 
at
 
an
 
average
 
discount
 
of
 
$
0.87
 
and
 
$
1.31
 
per
share, respectively, under
 
the Employee Stock
 
Purchase Plan. The
 
compensation expense recognized
 
for the
15
% discount given under the Employee Stock
 
Purchase Plan was approximately $
34,000
 
for each of the six
months ended August 3, 2024 and
 
July 29, 2023. This compensation expense is
 
classified as a component of
Selling, general and administrative expenses.
 
NOTE 7
 
– FAIR VALUE MEASUREMENTS:
The following
 
tables
 
set forth
 
information regarding
 
the
 
Company’s financial
 
assets and
 
liabilities that
 
are
measured at fair value (in thousands)
 
as of August 3, 2024 and
 
February 3, 2024:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
August 3, 2024
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
 
State/Municipal Bonds
$
3,943
$
-
$
3,943
$
-
 
Corporate Bonds
50,558
-
50,558
-
 
U.S. Treasury/Agencies Notes and Bonds
18,430
-
18,430
-
 
Cash Surrender Value of Life Insurance
8,886
-
-
8,886
 
Asset-backed Securities (ABS)
971
-
971
-
Total Assets
$
82,788
$
-
$
73,902
$
8,886
Liabilities:
 
Deferred Compensation
$
(8,604)
$
-
$
-
$
(8,604)
Total Liabilities
$
(8,604)
$
-
$
-
$
(8,604)
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
15
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
February 3, 2024
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
 
State/Municipal Bonds
$
12,540
$
-
$
12,540
$
-
 
Corporate Bonds
45,400
-
45,400
-
 
U.S. Treasury/Agencies Notes and Bonds
18,114
-
18,114
-
 
Cash Surrender Value of Life Insurance
8,586
-
-
8,586
 
Asset-backed Securities (ABS)
2,958
-
2,958
-
 
Corporate Equities
1,084
1,084
-
-
Total Assets
$
88,682
$
1,084
$
79,012
$
8,586
Liabilities:
 
Deferred Compensation
$
(8,654)
$
-
$
-
$
(8,654)
Total Liabilities
$
(8,654)
$
-
$
-
$
(8,654)
The Company’s
 
investment portfolio
 
was primarily
 
invested in
 
corporate bonds and
 
tax-exempt and taxable
governmental debt
 
securities held
 
in managed
 
accounts with
 
underlying ratings
 
of A
 
or better
 
at August
 
3,
2024
 
and
 
February
 
3,
 
2024.
 
The
 
state,
 
municipal
 
and
 
corporate
 
bonds
 
and
 
asset-backed
 
securities
 
have
contractual maturities which range from
six days
 
to
2.9
 
years. The U.S. Treasury/Agencies Notes and
 
Bonds
have
 
contractual
 
maturities
 
which
 
range
 
from
14 days
 
to
3.0
 
years.
 
These
 
securities
 
are
 
classified
 
as
available-for-sale and are
 
recorded as
 
Short-term investments
 
and Other
 
assets on
 
the respective
 
Condensed
Consolidated Balance Sheets. These
 
assets are carried
 
at fair value
 
with unrealized gains and
 
losses reported
net of
 
taxes in
 
Accumulated other
 
comprehensive income.
 
The asset-backed securities
 
are bonds
 
comprised
of auto loans and
 
bank credit cards that
 
carry AAA ratings. The
 
auto loan asset-backed securities
 
are backed
by static pools of auto loans that were originated and serviced
 
by captive auto finance units, banks or finance
companies.
 
The
 
bank
 
credit
 
card
 
asset-backed
 
securities
 
are
 
backed
 
by
 
revolving
 
pools
 
of
 
credit
 
card
receivables
 
generated
 
by
 
account
 
holders
 
of
 
cards
 
from
 
American
 
Express,
 
Citibank,
 
JPMorgan
 
Chase,
Capital One, and Discover.
At February
 
3,
 
2024, the
 
Company
 
had $
1.1
 
million
 
of corporate
 
equities and
 
deferred compensation
 
plan
assets
 
of
 
$
8.6
 
million.
 
At
 
August
 
3,
 
2024,
 
the
 
Company
 
had
 
deferred
 
compensation
 
plan
 
assets
 
of
 
$
8.9
million.
 
During the six months ended August
 
3, 2024, the Company sold its
 
corporate equities.
 
All of these
assets are recorded within Other assets
 
in the Condensed Consolidated Balance Sheets.
Level 1 category securities are measured
 
at fair value using quoted active
 
market prices.
 
Level 2 investment
securities
 
include
 
corporate,
 
state
 
and
 
municipal
 
bonds
 
for
 
which
 
quoted
 
prices
 
may
 
not
 
be
 
available
 
on
active exchanges for identical instruments.
 
Their fair value is principally based on market values determined
by management with the assistance of a third-party pricing service.
 
Since quoted prices in active markets for
identical assets are
 
not available, these
 
prices are determined
 
by the pricing
 
service using observable
 
market
information
 
such
 
as
 
quotes
 
from
 
less
 
active
 
markets
 
and/or
 
quoted
 
prices
 
of
 
securities
 
with
 
similar
characteristics, among other factors.
Deferred compensation plan
 
assets consist of
 
life insurance policies.
 
These life insurance
 
policies are valued
based on the cash surrender value of the insurance contract, which is determined based on
 
such factors as the
fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3
 
of the
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
16
 
valuation
 
hierarchy.
 
The
 
Level
 
3
 
liability
 
associated
 
with
 
the
 
life
 
insurance
 
policies
 
represents
 
a
 
deferred
compensation obligation,
 
the value
 
of which
 
is tracked
 
via underlying
 
insurance funds’
 
net asset
 
values, as
recorded
 
in
 
Other
 
noncurrent
 
liabilities
 
in
 
the
 
Condensed
 
Consolidated
 
Balance
 
Sheet.
 
These
 
funds
 
are
designed to mirror mutual funds and money
 
market funds that are observable and
 
actively traded.
The
 
following
 
tables
 
summarize
 
the
 
change
 
in
 
fair
 
value
 
of
 
the
 
Company’s
 
financial
 
assets
 
and
 
liabilities
measured using Level 3 inputs for the six months ended August 3, 2024 and the year ended February 3,
 
2024
(in thousands):
 
 
 
 
 
 
 
 
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Beginning Balance at February 3, 2024
$
8,586
Redemptions
-
Additions
-
Total gains or (losses):
 
Included in interest and other income (or
changes in net assets)
300
Ending Balance at August 3, 2024
$
8,886
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred Compensation
Beginning Balance at February 3, 2024
$
(8,654)
 
Redemptions
543
 
Additions
(121)
 
Total (gains) or losses:
 
Included in interest and other income (or
changes in net assets)
(372)
Ending Balance at August 3, 2024
$
(8,604)
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
17
 
 
 
 
 
 
 
 
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Beginning Balance at January 28, 2023
$
9,274
Redemptions
(1,168)
Additions
-
Total gains or (losses):
 
Included in interest and other income (or
changes in net assets)
480
Ending Balance at February 3, 2024
$
8,586
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred Compensation
Beginning Balance at January 28, 2023
$
(8,903)
 
Redemptions
1,119
 
Additions
(292)
 
Total (gains) or losses:
 
Included in interest and other income (or
changes in net assets)
(578)
Ending Balance at February 3, 2024
$
(8,654)
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
18
 
NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:
In
 
November
 
2023,
 
the
 
Financial
 
Accounting
 
Standards
 
Board
 
(“FASB”)
 
issued
 
Accounting
 
Standards
Update
 
(“ASU”)
 
2023-07,
 
“Segment
 
Reporting
 
(Topic
 
280):
 
Improvements
 
to
 
Reportable
 
Segment
Disclosures,”
 
which
 
modifies
 
disclosure
 
requirements
 
for
 
all
 
public
 
entities
 
that
 
are
 
required
 
to
 
report
segment
 
information.
 
The update
 
will change
 
the
 
reporting of
 
segments by
 
adding
 
significant
 
segment
expenses,
 
other
 
segment
 
items,
 
title
 
and
 
position
 
of
 
the
 
chief
 
operating
 
decision
 
maker
 
(“CODM”) and
how
 
the
 
CODM
 
uses
 
the
 
reported
 
measures
 
to
 
make
 
decisions.
 
The
 
update
 
also
 
requires
 
all
 
annual
disclosure
 
about
 
a
 
reportable
 
segment’s
 
profit
 
or
 
loss
 
and
 
assets
 
in
 
interim
 
periods.
 
This
 
guidance
 
is
effective
 
for
 
fiscal
 
years
 
beginning
 
after
 
December
 
15,
 
2023
 
and
 
interim
 
periods
 
within
 
fiscal
 
years
beginning
 
after
 
December
 
15,
 
2024.
 
Early
 
adoption
 
is
 
permitted,
 
and
 
the
 
guidance
 
is
 
applicable
retrospectively to all prior periods presented
 
in the financial statements.
 
The Company is currently in the
process of
 
evaluating the
 
potential impact
 
of adoption
 
of this
 
new guidance
 
on its
 
consolidated financial
statements and related disclosures.
In
 
December
 
2023,
 
the
 
FASB
 
issued
 
ASU
 
2023-09,
 
“Income
 
Taxes
 
(Topic
 
740):
 
Improvements
 
to
Income
 
Tax
 
Disclosures,”
 
which
 
modifies
 
the
 
requirements
 
on
 
income
 
tax
 
disclosures
 
to
 
require
disaggregated
 
information
 
about
 
a
 
reporting
 
entity’s
 
effective
 
tax
 
rate
 
reconciliation
 
as
 
well
 
as
information on
 
income taxes
 
paid.
 
This guidance
 
is effective
 
for fiscal
 
years beginning
 
after December
15, 2024 for all public
 
business entities, with early adoption and retrospective application
 
permitted.
 
The
Company is
 
currently in
 
the process
 
of evaluating
 
the potential
 
impact of
 
adoption of
 
this new
 
guidance
on its consolidated financial statements and related disclosures.
 
NOTE 9 – INCOME TAXES:
The Company had
 
an effective
 
tax rate for
 
the first six
 
months of 2024
 
of
10.5
% compared to
38.5
% for
the
 
first
 
six
 
months of
 
2023.
 
Income tax
 
expense
 
for
 
the
 
first
 
six
 
months
 
decreased
 
to
 
$
1.3
 
million
 
in
fiscal 2024 from $
3.5
 
million in fiscal 2023.
 
The decrease in tax expense is primarily due to the valuation
allowance against net
 
deferred tax assets attributable
 
to U.S. federal
 
net operating loss carryforwards
 
and
the impact of the foreign rate differential and lower state income taxes.
 
NOTE 10 – COMMITMENTS AND CONTINGENCIES:
The Company is, from time to time, involved in routine litigation incidental to the conduct of its business,
including
 
litigation
 
regarding
 
the
 
merchandise
 
that
 
it
 
sells,
 
litigation
 
regarding
 
intellectual
 
property,
litigation instituted by persons injured upon premises under the Company’s control, litigation with respect
to
 
various
 
employment
 
matters,
 
including
 
alleged
 
discrimination
 
and
 
wage
 
and
 
hour
 
litigation,
 
and
litigation with present or former employees.
Although such
 
litigation is
 
routine and
 
incidental to
 
the conduct
 
of the
 
Company’s business,
 
as with
 
any
business
 
of
 
its
 
size
 
with
 
a
 
significant
 
number
 
of
 
employees
 
and
 
significant
 
merchandise
 
sales,
 
such
litigation could
 
result in
 
large
 
monetary awards.
 
Based on
 
information currently
 
available, management
does
 
not
 
believe
 
that
 
any
 
reasonably
 
possible
 
losses
 
arising
 
from current
 
pending litigation
 
will
 
have
 
a
material adverse
 
effect
 
on the
 
Company’s
 
condensed consolidated
 
financial statements.
 
However,
 
given
the
 
inherent uncertainties
 
involved in
 
such
 
matters, an
 
adverse outcome
 
in
 
one or
 
more of
 
such
 
matters
could
 
materially and
 
adversely affect
 
the
 
Company’s
 
financial condition,
 
results of
 
operations and
 
cash
flows
 
in
 
any
 
particular
 
reporting
 
period.
 
The
 
Company
 
accrues
 
for
 
these
 
matters
 
when
 
the
 
liability
 
is
deemed probable and reasonably estimable.
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
19
 
NOTE 11 – REVENUE RECOGNITION:
 
The
 
Company
 
recognizes
 
sales
 
at
 
the
 
point
 
of
 
purchase
 
when
 
the
 
customer
 
takes
 
possession
 
of
 
the
merchandise
 
and
 
pays
 
for
 
the
 
purchase,
 
generally
 
with
 
cash
 
or
 
credit.
 
Sales
 
from
 
purchases
 
made
 
with
Cato
 
credit,
 
gift
 
cards
 
and
 
layaway
 
sales
 
from
 
stores
 
are
 
also
 
recorded
 
when
 
the
 
customer
 
takes
possession of
 
the merchandise. E-commerce
 
sales are
 
recorded when the
 
risk of
 
loss is
 
transferred to the
customer.
 
Gift cards
 
are recorded
 
as deferred
 
revenue until they
 
are redeemed
 
or forfeited.
 
Gift cards
 
do
not have expiration dates. Layaway transactions are recorded as
 
deferred revenue until the customer takes
possession or
 
forfeits the
 
merchandise. A
 
provision is
 
made for
 
estimated merchandise
 
returns based
 
on
sales
 
volumes
 
and
 
the
 
Company’s
 
experience;
 
actual
 
returns
 
have
 
not
 
varied
 
materially
 
from
 
historical
amounts.
 
A
 
provision
 
is
 
made
 
for
 
estimated
 
write-offs
 
associated
 
with
 
sales
 
made
 
with
 
the
 
Company’s
proprietary
 
credit
 
card.
 
Amounts
 
related
 
to
 
shipping
 
and
 
handling
 
billed
 
to
 
customers
 
in
 
a
 
sales
transaction are
 
classified as
 
Other revenue
 
and the
 
costs related
 
to shipping
 
product to
 
customers (billed
and accrued) are classified as Cost of goods sold.
The Company
 
offers its
 
own proprietary
 
credit card
 
to customers.
 
All credit
 
activity is
 
performed by
 
the
Company’s wholly-owned
 
subsidiaries.
None
 
of the credit
 
card receivables are
 
secured. During the
 
three
and
 
six
 
months
 
ended
 
August
 
3,
 
2024,
 
the
 
Company estimated
 
customer
 
credit
 
losses
 
of
 
$
166,000
 
and
$
338,000
, respectively,
 
compared to
 
$
151,000
 
and $
272,000
 
for the
 
three and
 
six months
 
ended July 29,
2023,
 
respectively.
 
Sales
 
purchased
 
on
 
the
 
Company’s
 
proprietary
 
credit
 
card
 
for
 
the
 
three
 
and
 
six
months
 
ended
 
August
 
3,
 
2024
 
were
 
$
5.6
 
million
 
and
 
$
11.3
 
million,
 
respectively,
 
compared
 
to
 
$
5.9
million and $
11.7
 
million for the three and six months ended July 29, 2023, respectively.
The
 
following
 
table
 
provides
 
information
 
about
 
receivables
 
and
 
contract
 
liabilities
 
from
 
contracts
 
with
customers (in thousands):
 
 
 
Balance as of
August 3, 2024
February 3, 2024
Proprietary Credit Card Receivables, net
$
10,788
$
10,909
Gift Card Liability
$
6,534
$
8,143
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
20
 
NOTE 12 – LEASES:
The
 
Company determines
 
whether
 
an
 
arrangement is
 
a
 
lease
 
at
 
inception.
 
The
 
Company
 
has
 
operating
leases for
 
stores, offices,
 
warehouse space and
 
equipment.
 
Its leases have
 
remaining lease terms
 
of up
 
to
10
 
years based on
 
the estimated likelihood
 
of renewal. Some
 
include options to
 
extend the lease
 
term for
up to
five years
, and some include options to terminate the lease
within one year
. The Company considers
these
 
options in
 
determining the
 
lease
 
term
 
used
 
to
 
establish
 
its
 
right-of-use
 
assets
 
and
 
lease
 
liabilities.
The
 
Company’s
 
lease
 
agreements
 
do
 
not
 
contain
 
any
 
material
 
residual
 
value
 
guarantees
 
or
 
material
restrictive covenants.
As
 
most
 
of
 
the
 
Company’s
 
leases
 
do
 
not
 
provide
 
an
 
implicit
 
rate,
 
the
 
Company
 
uses
 
its
 
estimated
incremental
 
borrowing
 
rate
 
based
 
on
 
the
 
information
 
available
 
at
 
commencement
 
date
 
of
 
the
 
lease
 
in
determining the present value of lease payments.
The components of lease cost are shown below (in thousands):
 
 
 
 
Three Months Ended
August 3, 2024
July 29, 2023
Operating lease cost (a)
$
16,808
$
17,597
Variable
 
lease cost (b)
$
463
$
504
(a) Includes right-of-use asset amortization of ($
0.2
) million and ($
0.3
) million for the three months ended August 3, 2024 and July
29, 2023, respectively.
(b) Primarily related to monthly percentage rent for stores not presented on the condensed consolidated balance sheets.
 
 
 
Six Months Ended
August 3, 2024
July 29, 2023
Operating lease cost (a)
$
33,810
$
35,675
Variable
 
lease cost (b)
$
960
$
1,098
(a) Includes right-of-use asset amortization of ($
0.4
) million and ($
0.6
) million for the six months ended August 3, 2024 and July 29,
2023, respectively.
(b) Primarily related to monthly percentage rent for stores not presented on the condensed consolidated balance sheets.
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023
21
Supplemental cash flow
 
information and non-cash
 
activity related to
 
the Company’s
 
operating leases are
as follows (in thousands):
 
 
 
Operating cash flow information:
Three Months Ended
August 3, 2024
July 29, 2023
Cash paid for amounts included in the measurement of lease liabilities
$
15,481
$
16,679
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations
$
913
$
999
 
 
 
Six Months Ended
August 3, 2024
July 29, 2023
Cash paid for amounts included in the measurement of lease liabilities
$
31,088
$
34,024
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations
$
1,357
$
2,903
Weighted-average
 
remaining
 
lease
 
term
 
and
 
discount
 
rate
 
for
 
the
 
Company’s
 
operating
 
leases
 
are
 
as
follows:
 
 
 
As of
August 3, 2024
July 29, 2023
Weighted-average remaining lease term
1.8
 
years
2.0
 
years
Weighted-average discount rate
4.74%
3.26%
Maturities
 
of
 
lease
 
liabilities
 
by
 
fiscal
 
year
 
for
 
the
 
Company’s
 
operating
 
leases
 
are
 
as
 
follows
 
(in
thousands):
 
 
 
 
 
Fiscal Year
2024 (a)
$
32,232
2025
45,606
2026
29,710
2027
16,962
2028
8,034
Thereafter
892
Total lease payments
133,436
Less: Imputed interest
9,997
Present value of lease liabilities
$
123,439
(a) Excluding the six months ended August 3, 2024
 
 
22
THE CATO CORPORATION
ITEM 2.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION:
The
 
information
 
contained
 
in
 
“Management’s
 
Discussion
 
and
 
Analysis
 
of
 
Financial
 
Condition
 
and
Results
 
of
 
Operations”
 
should
 
be
 
read
 
along
 
with
 
the
 
unaudited
 
Condensed
 
Consolidated
 
Financial
Statements,
 
including
 
the
 
accompanying
 
Notes
 
appearing
 
in
 
this
 
report.
 
Any
 
of
 
the
 
following
 
are
“forward-looking”
 
statements
 
within
 
the
 
meaning
 
of
 
Section 27A
 
of
 
the
 
Securities
 
Act
 
of
 
1933,
 
as
amended,
 
and
 
Section 21E
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended:
 
(1) statements
 
in
 
this
Form 10-Q
 
that
 
reflect
 
projections
 
or
 
expectations
 
of
 
our
 
future
 
financial
 
or
 
economic
 
performance;
(2) statements
 
that
 
are
 
not
 
historical
 
information;
 
(3) statements
 
of
 
our
 
beliefs,
 
intentions,
 
plans
 
and
objectives for future operations,
 
including those contained in
 
“Management’s Discussion and
 
Analysis of
Financial Condition and
 
Results of Operations”;
 
(4) statements relating to
 
our operations or
 
activities for
our
 
fiscal
 
year
 
ending
 
February
 
1,
 
2025
 
(“fiscal
 
2024”)
 
and
 
beyond,
 
including,
 
but
 
not
 
limited
 
to,
statements regarding expected
 
amounts of
 
capital expenditures and
 
store openings, relocations,
 
remodels
and closures, and
 
statements regarding the
 
potential impact of
 
supply chain disruptions,
 
extreme weather
conditions,
 
inflationary
 
pressures
 
and
 
other
 
economic
 
or
 
market
 
conditions
 
on
 
our
 
business,
 
results
 
of
operations and financial condition and
 
statements of plans or intentions
 
regarding new store development
or
 
store
 
closures;
 
and
 
(5)
 
statements
 
relating
 
to
 
our
 
future
 
contingencies.
 
When
 
possible,
 
we
 
have
attempted to identify forward-looking statements
 
by using words such
 
as “will,” “expects,” “anticipates,”
“approximates,” “believes,” “estimates,” “hopes,” “intends,”
 
“may,” “plans,”
 
“could,” “would,” “should”
and
 
any
 
variations
 
or
 
negative
 
formations
 
of
 
such
 
words
 
and
 
similar
 
expressions.
 
We
 
can
 
give
 
no
assurance
 
that actual
 
results or
 
events
 
will not
 
differ
 
materially from
 
those
 
expressed or
 
implied in
 
any
such
 
forward-looking
 
statements.
 
Forward-looking
 
statements
 
included
 
in
 
this
 
report
 
are
 
based
 
on
information available
 
to us
 
as of
 
the filing
 
date of
 
this report,
 
but subject
 
to known
 
and unknown
 
risks,
uncertainties and other factors that could cause actual results
 
to differ materially from those contemplated
by the forward-looking statements.
 
Such factors include, but
 
are not limited to,
 
the following: any actual
or
 
perceived
 
deterioration
 
in,
 
or
 
continuation
 
of
 
negative
 
trends
 
in,
 
the
 
conditions
 
that
 
drive
 
consumer
confidence and
 
spending, including,
 
but
 
not limited
 
to, prevailing
 
social, economic,
 
political
 
and public
health conditions and
 
uncertainties, levels of
 
unemployment, fuel, energy
 
and food
 
costs, wage rates,
 
tax
rates, interest
 
rates, home
 
values, consumer
 
net worth,
 
the availability
 
of credit
 
and inflation;
 
changes in
laws,
 
regulations
 
or
 
government
 
policies
 
affecting
 
our
 
business,
 
including
 
but
 
not
 
limited
 
to
 
tariffs;
uncertainties regarding
 
the impact
 
of
 
any governmental
 
action regarding,
 
or
 
responses to,
 
the
 
foregoing
conditions;
 
competitive
 
factors
 
and
 
pricing
 
pressures;
 
our
 
ability
 
to
 
predict
 
and
 
respond
 
to
 
rapidly
changing fashion trends and consumer demands; our ability to increase new store openings and the ability
of any such new stores to grow and perform as expected; underperformance or other factors that may lead
to, or affect the volume of, store closures; adverse weather, public health threats, acts of war or aggression
or
 
similar conditions
 
that may
 
affect
 
our
 
merchandise supply
 
chain,
 
sales or
 
operations; inventory
 
risks
due to shifts
 
in market demand, including
 
the ability to
 
liquidate excess inventory at
 
anticipated margins;
adverse developments
 
or volatility
 
affecting the
 
financial services
 
industry
 
or broader
 
financial markets;
and other
 
factors discussed under
 
“Risk Factors” in
 
Part I, Item
 
1A of
 
our Annual
 
Report on
 
Form 10-K
for
 
the
 
fiscal
 
year
 
ended
 
February
 
3,
 
2024
 
(“fiscal
 
2023”),
 
as
 
amended
 
or
 
supplemented,
 
and
 
in
 
other
reports
 
we file
 
with or
 
furnish to
 
the
 
Securities and
 
Exchange Commission
 
(“SEC”) from
 
time
 
to
 
time.
 
We
 
do
 
not
 
undertake,
 
and
 
expressly
 
decline,
 
any
 
obligation
 
to
 
update
 
any
 
such
 
forward-looking
information contained in this report, whether as a result of new information,
 
future events, or otherwise.
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
23
CRITICAL ACCOUNTING POLICIES AND ESTIMATES:
The
 
Company’s
 
critical
 
accounting
 
policies
 
and
 
estimates
 
are
 
more
 
fully
 
described
 
in
 
“Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the
 
Company’s Annual Report
on
 
Form
 
10-K
 
for
 
the
 
fiscal
 
year
 
ended
 
February
 
3,
 
2024.
 
The
 
preparation
 
of
 
the
 
Company’s
 
financial
statements
 
in
 
conformity
 
with
 
generally
 
accepted
 
accounting
 
principles
 
in
 
the
 
United
 
States
 
(“GAAP”)
requires management to make estimates and assumptions about future events that affect the amounts reported
in
 
the
 
financial
 
statements
 
and
 
accompanying
 
notes.
 
Future
 
events
 
and
 
their
 
effects
 
cannot
 
be
 
determined
with absolute
 
certainty. Therefore,
 
the determination
 
of estimates
 
requires the
 
exercise of
 
judgment. Actual
results
 
inevitably
 
will
 
differ
 
from
 
those
 
estimates,
 
and
 
such
 
differences
 
may
 
be
 
material
 
to
 
the
 
financial
statements. The most significant accounting estimates
 
inherent in the preparation of the
 
Company’s financial
statements include
 
the calculation
 
of potential
 
asset impairment,
 
income tax
 
valuation allowances,
 
reserves
relating
 
to
 
self-insured
 
health
 
insurance,
 
workers’
 
compensation,
 
general
 
and
 
auto
 
insurance
 
liabilities,
uncertain tax positions, the allowance for
 
customer credit losses, and inventory shrinkage.
The Company’s critical accounting policies and
 
estimates are discussed with the Audit Committee.
 
 
 
 
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
24
RESULTS OF OPERATIONS:
The following table sets forth, for the periods indicated, certain items in
 
the Company's unaudited Condensed
Consolidated Statements of Income as a
 
percentage of total retail sales:
Three Months Ended
Six Months Ended
August 3, 2024
July 29, 2023
August 3, 2024
July 29, 2023
Total retail sales
100.0
%
100.0
%
100.0
%
100.0
%
Other revenue
1.0
0.9
1.0
0.9
Total revenues
101.0
100.9
101.0
100.9
Cost of goods sold (exclusive of depreciation)
65.4
64.9
64.8
64.5
Selling, general and administrative (exclusive
of depreciation)
34.9
34.0
33.6
33.3
Depreciation
1.4
1.4
1.3
1.3
Interest and other income
(1.0)
(0.7)
(2.2)
(0.6)
Income before income taxes
0.4
1.4
3.6
2.4
Net income
0.1
0.6
3.2
1.5
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
25
RESULTS OF OPERATIONS
 
(CONTINUED):
Management’s
 
Discussion
 
and
 
Analysis
 
of
 
Financial
 
Condition
 
and
 
Results
 
of
 
Operations
 
(“MD&A”)
 
is
intended
 
to
 
provide
 
information
 
to
 
assist
 
readers
 
in
 
better
 
understanding
 
and
 
evaluating
 
our
 
financial
condition and results of
 
operations. We recommend reading
 
this MD&A in conjunction
 
with our Condensed
Consolidated Financial
 
Statements and
 
the Notes
 
to those
 
statements included in
 
the “Financial
 
Statements”
section of this Quarterly Report on
 
Form 10-Q, as well as our 2023
 
Annual Report on Form 10-K.
Recent Developments
Inflationary Cost Pressure and High Interest Rates
The
 
pressure
 
on
 
our
 
customers’
 
disposable
 
income
 
continued
 
in
 
the
 
first
 
half
 
of
 
fiscal
 
2024,
 
due
 
to
prolonged
 
and
 
persistently
 
high
 
inflation
 
rates,
 
especially
 
related
 
to
 
housing
 
and
 
fuel,
 
as
 
well
 
as
 
high
interest rates.
 
These high
 
interest rates
 
have adversely affected
 
the availability and
 
cost of
 
credit for our
customers, including
 
revolving credit
 
and auto
 
loans, and
 
continue to
 
negatively impact
 
our
 
customers’
disposable income.
 
Our customers’
 
willingness to
 
purchase our
 
products may
 
continue to
 
be negatively
impacted by these inflationary pressures and high interest rates.
We
 
believe the
 
pressure on
 
our
 
customers’ disposable
 
income adversely
 
impacted the
 
first half
 
of
 
2024
and will likely continue to have
 
a negative impact on consumer behavior
 
and, by extension, our results of
operations and financial condition during the remainder of fiscal 2024.
Merchandise Supply Chain
A
 
significant
 
amount
 
of
 
our
 
merchandise
 
is
 
manufactured
 
overseas,
 
principally
 
Southeast
 
Asia,
 
and
traverses through the
 
Panama Canal or
 
the Suez
 
Canal.
 
The regional
 
drought conditions experienced
 
in
the region
 
surrounding the Panama
 
Canal reduced
 
the number
 
of transits
 
by approximately
 
37% and
 
has
also reduced the
 
permissible draft of
 
vessels transiting the
 
Panama Canal, which reduced
 
the volume and
number of
 
containers carried
 
by container
 
ships and
 
increased our
 
costs in
 
the first
 
quarter.
 
During the
second
 
quarter,
 
the
 
Panama
 
Canal
 
authority
 
increased
 
the
 
daily
 
transits
 
and
 
the
 
permissible
 
draft
 
of
vessels,
 
raising
 
the
 
number
 
of
 
transits
 
to
 
95%
 
of
 
pre-drought
 
operations.
 
The
 
hostilities
 
affecting
 
the
region surrounding the Suez Canal
 
are causing container ships
 
to travel longer distances
 
around the Cape
of Good Hope,
 
which is increasing
 
lead times for
 
merchandise and our
 
costs to ship
 
these goods,
 
as well
as decreasing the pool of
 
containers available.
 
Both of these situations have negatively
 
impacted the first
six months of 2024. Though conditions in the Panama Canal have incrementally improved, we believe the
totality of these conditions will
 
likely continue to have a
 
negative impact on our
 
results of operations and
financial condition for the foreseeable future.
Comparison of the Three and Six
 
Months ended August 3, 2024
 
with July 29, 2023
Total retail sales
 
for the second
 
quarter were
 
$166.9 million
 
compared to last
 
year’s second
 
quarter sales
 
of
$181.2
 
million,
 
an
 
8%
 
decrease.
 
The
 
Company’s
 
sales
 
decrease
 
in
 
the
 
second
 
quarter
 
of
 
fiscal
 
2024
 
was
primarily due
 
to a
 
2% decrease
 
in same-store
 
sales and
 
store closures.
 
For the
 
six months
 
ended August
 
3,
2024,
 
total
 
retail
 
sales
 
were
 
$342.2
 
million
 
compared
 
to
 
last
 
year’s
 
comparable
 
six
 
month
 
sales
 
of
 
$371.5
million, an
 
8% decrease.
 
The decrease
 
in sales
 
in the
 
first six
 
months of
 
fiscal 2024
 
was due
 
primarily to
 
a
4% decrease in same-store sales and store closures. Same-store sales include stores that have been open more
than
 
15
 
months.
 
Stores
 
that
 
have
 
been
 
relocated
 
or
 
expanded
 
are
 
also
 
included
 
in
 
the
 
same-store
 
sales
calculation
 
after
 
they
 
have
 
been
 
open
 
more
 
than
 
15
 
months.
 
The
 
method
 
of
 
calculating
 
same-store
 
sales
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
26
varies
 
across
 
the
 
retail
 
industry.
 
As
 
a
 
result,
 
our
 
same-store
 
sales
 
calculation
 
may
 
not
 
be
 
comparable
 
to
similarly titled measures reported by other
 
companies. E-commerce sales were less than
 
5% of total sales for
the six
 
months ended
 
August 3,
 
2024 and
 
are included
 
in the
 
same-store sales
 
calculation.
 
Total revenues,
comprised of
 
retail sales
 
and other
 
revenue (principally
 
finance charges
 
and late
 
fees on
 
customer accounts
receivable
 
and
 
layaway
 
fees),
 
were
 
$168.6
 
million
 
and
 
$345.7
 
million
 
for
 
the
 
three
 
and
 
six
 
months
 
ended
August 3, 2024,
 
compared to $182.9
 
million and $374.9
 
million for the
 
three and six
 
months ended July
 
29,
2023, respectively. The
 
Company operated
 
1,166 stores
 
at August
 
3, 2024
 
compared to 1,247
 
stores at
 
July
29, 2023.
 
During the first six months of fiscal 2024, the Company closed 12 stores.
 
The Company currently
expects to close approximately 65 stores
 
in total in fiscal 2024.
Credit
 
revenue
 
of
 
$0.7
 
million
 
represented
 
0.4%
 
of
 
total
 
revenues
 
in
 
the
 
second
 
quarter
 
of
 
fiscal
 
2024,
compared to
 
2023 credit
 
revenue of
 
$0.7 million
 
or 0.4%
 
of total
 
revenues. Credit
 
revenue is
 
comprised of
interest earned on the Company’s private label credit card portfolio and related fee income.
 
Related expenses
principally include payroll,
 
postage and other
 
administrative expenses and
 
totaled $0.4 million
 
in the second
quarter of fiscal 2024, compared to
 
last year’s second quarter expense of
 
$0.4 million.
Other revenue, a component of total revenues, was $1.7 million and $3.5 million for the
 
three and six months
ended
 
August
 
3,
 
2024,
 
respectively,
 
compared
 
to
 
$1.7
 
million
 
and
 
$3.4
 
million
 
for
 
the
 
prior
 
year’s
comparable three and six month periods. The slight increase in Other revenue for
 
the first six months was due
to increases
 
in gift
 
card breakage
 
income and
 
finance charges
 
and late
 
fees associated
 
with the
 
Company’s
proprietary credit card, partially offset by a
 
decrease in e-commerce shipping revenue.
Cost of
 
goods sold
 
was $109.1
 
million, or
 
65.4% of
 
retail sales
 
and $221.6
 
million, or
 
64.8% of retail
 
sales
for the
 
three and
 
six months
 
ended August
 
3, 2024,
 
respectively, compared
 
to $117.6
 
million, or
 
64.9% of
retail
 
sales and
 
$239.7
 
million,
 
or 64.5%
 
of retail
 
sales
 
for the
 
comparable three
 
and six
 
month
 
periods of
fiscal 2023.
 
The overall increase
 
in cost of
 
goods sold as
 
a percent of
 
retail sales for
 
the second quarter
 
and
first
 
six
 
months
 
of
 
fiscal
 
2024
 
versus
 
the
 
comparable
 
three
 
and
 
six
 
month
 
periods
 
of
 
fiscal
 
2023
 
resulted
primarily from
 
deleveraging of
 
occupancy and
 
buying costs
 
and higher
 
distribution costs,
 
partially offset
 
by
higher
 
selling
 
margins.
 
Cost
 
of
 
goods
 
sold
 
includes
 
merchandise
 
costs
 
(net
 
of
 
discounts
 
and
 
allowances),
buying costs, distribution costs, occupancy costs, freight and inventory shrinkage.
 
Net merchandise costs and
in-bound freight
 
are
 
capitalized
 
as
 
inventory
 
costs.
 
Buying
 
and distribution
 
costs include
 
payroll,
 
payroll-
related
 
costs
 
and
 
operating
 
expenses
 
for
 
the
 
buying
 
departments
 
and
 
distribution
 
center.
 
Occupancy
 
costs
include rent, real
 
estate taxes, insurance,
 
common area maintenance,
 
utilities and maintenance
 
for stores and
distribution facilities. Total gross margin
 
dollars (retail sales less cost of
 
goods sold exclusive of depreciation)
decreased by
 
9.1% to $57.8
 
million for the
 
second quarter
 
of fiscal
 
2024 and
 
by 8.5% to
 
$120.6 million
 
for
the
 
first
 
six
 
months
 
of
 
fiscal
 
2024,
 
compared
 
to
 
$63.6
 
million
 
and
 
$131.8
 
million
 
for
 
the
 
prior
 
year’s
comparable
 
three
 
and
 
six
 
months
 
of
 
fiscal
 
2023,
 
respectively.
 
Gross
 
margin
 
as
 
presented
 
may
 
not
 
be
comparable to those of other entities.
Selling, general and administrative expenses (“SG&A”) primarily include corporate and store payroll, related
payroll
 
taxes
 
and
 
benefits,
 
insurance,
 
supplies,
 
advertising,
 
bank
 
and
 
credit
 
card
 
processing
 
fees.
 
SG&A
expenses
 
were
 
$58.2
 
million,
 
or
 
34.9%
 
of
 
retail
 
sales
 
and
 
$114.9
 
million,
 
or
 
33.6%
 
of
 
retail
 
sales
 
for
 
the
second quarter and first six months of fiscal 2024, respectively, compared to $61.6 million, or
 
34.0% of retail
sales and $123.6 million, or 33.3% of retail sales for the prior year’s comparable three and
 
six month periods,
respectively.
 
The decrease in SG&A expenses for the
 
second quarter and first six months of fiscal
 
2024 was
primarily
 
due
 
to
 
lower
 
payroll,
 
advertising
 
and
 
equity
 
compensation
 
expenses,
 
partially
 
offset
 
by
 
higher
insurance expense and expenses
 
related to the startup of
 
our DC automation
 
project which will continue
 
into
the third quarter.
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
27
Depreciation expense was $2.3 million, or 1.4% of retail sales and $4.4 million, or 1.3% of
 
retail sales for the
second quarter
 
and first
 
six months
 
of fiscal
 
2024, respectively,
 
compared to
 
$2.5 million,
 
or 1.4%
 
of retail
sales and $4.9
 
million or 1.3%
 
of retail sales
 
for the comparable
 
three and six
 
month periods of
 
fiscal 2023,
respectively.
 
Interest and other income was $1.7 million, or 1.0% of retail sales and $7.6 million, or 2.2% of retail sales for
the three and six months ended August
 
3, 2024, respectively, compared to $1.3 million,
 
or 0.7% of retail sales
and
 
$2.2
 
million,
 
or
 
0.6%
 
of
 
retail
 
sales
 
for
 
the
 
comparable
 
three
 
and
 
six
 
month
 
periods
 
of
 
fiscal
 
2023,
respectively.
 
The increase for the second quarter of fiscal 2024 compared to fiscal 2023 was
 
primarily due to
higher
 
interest
 
earned
 
on
 
the
 
Company’s
 
investments.
 
The
 
increase
 
for
 
the
 
first
 
six
 
months
 
of
 
fiscal
 
2024
compared to
 
fiscal 2023
 
was primarily
 
due to
 
a $3.2
 
million net
 
gain on
 
sale of
 
land held
 
for investment
 
in
addition to higher interest earned
 
on the Company’s investments.
Income tax expense was $0.6 million and $1.3 million for the second quarter and first six months of fiscal
2024, respectively,
 
compared to
 
a tax
 
expense of
 
$1.3 million
 
and $3.5
 
million for
 
the comparable
 
three
and six month
 
periods of
 
fiscal 2023,
 
respectively.
 
The effective
 
income tax
 
rate for
 
the first
 
six months
of fiscal 2024
 
was 10.5% compared to
 
38.5% for the
 
first six months of
 
fiscal 2023.
 
The decrease in
 
tax
expense
 
is
 
primarily
 
due
 
to
 
the
 
valuation
 
allowance
 
against
 
net
 
deferred
 
tax
 
assets
 
attributable
 
to
 
U.S.
federal
 
net
 
operating
 
loss
 
carryforwards
 
and
 
the
 
impact
 
of
 
the
 
foreign
 
rate
 
differential
 
and
 
lower
 
state
income taxes.
 
LIQUIDITY, CAPITAL
 
RESOURCES
 
AND MARKET
 
RISK:
 
The Company
 
believes that
 
its cash,
 
cash equivalents
 
and short-term
 
investments, together
 
with cash
 
flows
from operations
 
and borrowings available
 
under its revolving
 
credit agreement,
 
will be
 
adequate to fund
 
the
Company’s regular operating requirements and expected
 
capital expenditures for the next
 
12 months.
Cash provided by operating activities during the first six months of fiscal 2024 was $8.8 million as compared
to $21.6
 
million provided
 
in the
 
first six
 
months of
 
fiscal 2023.
 
The decrease
 
in cash
 
provided by
 
operating
activities of $12.8 million
 
for the first six
 
months of fiscal 2024
 
as compared to the
 
first six months of
 
fiscal
2023 was
 
primarily attributable
 
to the
 
relative change
 
in inventory
 
from year-end
 
to the
 
second quarter
 
for
both years
 
and a
 
decrease to
 
2024 net income
 
for non-operating
 
gains on sale
 
of assets held
 
for investment,
partially offset by higher net income and the relative change of accounts payable from year-end to
 
the second
quarter for both years.
At August 3, 2024, the Company had working capital of $69.9 million compared to
 
$55.1 million at February
3, 2024.
The increase in working capital was primarily attributable to a decrease in current lease liability and
an increase in cash, partially offset
 
by a decrease in inventory
 
and short-term investments.
At
 
August
 
3,
 
2024,
 
the
 
Company
 
had
 
an
 
unsecured
 
revolving
 
credit
 
agreement,
 
which
 
provides
 
for
borrowings
 
of
 
up
 
to
 
$35.0
 
million,
 
less
 
the
 
balance
 
of
 
any
 
revocable
 
letters
 
of
 
credit
 
related
 
to
 
purchase
commitments,
 
and
 
is
 
committed
 
through
 
May
 
2027.
 
The
 
credit
 
agreement
 
contains
 
various
 
financial
covenants
 
and
 
limitations,
 
including
 
the
 
maintenance
 
of
 
specific
 
financial
 
ratios.
 
On
 
April
 
25,
 
2024,
 
the
Company amended the
 
revolving credit agreement to
 
modify a definition used
 
in calculating the
 
Company’s
minimum EBITDAR coverage ratio to add back certain income tax receivables included in the calculation of
the ratio.
 
For the
 
quarter ended
 
August 3,
 
2024, after
 
giving effect
 
to the
 
amendment, the
 
Company was
 
in
compliance with the
 
credit agreement. There
 
were no borrowings
 
outstanding, nor any
 
outstanding letters of
credit that reduced borrowing availability, as of August 3, 2024.
 
The weighted average interest rate under the
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
28
credit facility was zero at August 3, 2024
 
due to no outstanding borrowings.
Expenditures for property and equipment totaled $4.8 million in the first six months of fiscal 2024, compared
to $8.5 million in last fiscal
 
year’s first six months. The decrease in
 
expenditures for property and equipment
was
 
primarily
 
due
 
to
 
finishing
 
projects
 
related
 
to
 
investments
 
in
 
the
 
distribution
 
center
 
and
 
information
technology.
 
For
 
the
 
full
 
fiscal
 
2024
 
year,
 
the
 
Company
 
expects
 
to
 
invest
 
approximately
 
$7.0
 
million
 
for
capital expenditures.
Net cash provided by
 
investing activities totaled $6.7
 
million in the first six
 
months of fiscal 2024
 
compared
to $23.8
 
million net
 
cash provided
 
in the comparable
 
period of
 
2023.
 
The decrease in
 
net cash
 
provided by
investing activities
 
in 2024
 
was primarily
 
due to
 
higher purchases
 
of short-term
 
investments, partially
 
offset
by lower sales of short-term investments,
 
lower capital expenditures and sale
 
of other assets.
Net cash
 
used in
 
financing activities
 
totaled $9.1
 
million in
 
the first
 
six months
 
of fiscal
 
2024 compared
 
to
$9.3
 
million
 
used
 
in
 
the
 
comparable
 
period
 
of
 
fiscal
 
2023.
 
The
 
decrease
 
in
 
net
 
cash
 
used
 
in
 
financing
activities in fiscal 2024 was primarily
 
due to lower stock repurchases.
On August 29, 2024, the Board of
 
Directors maintained the quarterly dividend at $0.17
 
per share.
As
 
of
 
August
 
3,
 
2024,
 
the
 
Company
 
had
 
478,238
 
shares
 
remaining
 
in
 
open
 
authorizations
 
under
 
its
 
share
repurchase program.
 
The Company does not use
 
derivative financial instruments.
The Company’s
 
investment portfolio
 
was primarily
 
invested in
 
corporate bonds and
 
tax-exempt and taxable
governmental debt
 
securities held
 
in managed
 
accounts with
 
underlying ratings
 
of A
 
or better
 
at August
 
3,
2024
 
and
 
February
 
3,
 
2024.
 
The
 
state,
 
municipal
 
and
 
corporate
 
bonds
 
and
 
asset-backed
 
securities
 
have
contractual maturities which range from
 
six days to 2.9 years.
 
The U.S. Treasury/Agencies Notes and
 
Bonds
have
 
contractual
 
maturities
 
which
 
range
 
from
 
14
 
days
 
to
 
3.0
 
years.
 
These
 
securities
 
are
 
classified
 
as
available-for-sale and are
 
recorded as
 
Short-term investments
 
and Other
 
assets on
 
the respective
 
Condensed
Consolidated Balance Sheets. These
 
assets are carried
 
at fair value
 
with unrealized gains and
 
losses reported
net of
 
taxes in
 
Accumulated other
 
comprehensive income.
 
The asset-backed
 
securities are
 
bonds comprised
of auto loans and
 
bank credit cards that
 
carry AAA ratings. The
 
auto loan asset-backed securities
 
are backed
by static pools of auto loans that were originated and serviced
 
by captive auto finance units, banks or finance
companies.
 
The
 
bank
 
credit
 
card
 
asset-backed
 
securities
 
are
 
backed
 
by
 
revolving
 
pools
 
of
 
credit
 
card
receivables
 
generated
 
by
 
account
 
holders
 
of
 
cards
 
from
 
American
 
Express,
 
Citibank,
 
JPMorgan
 
Chase,
Capital One, and Discover.
At February
 
3,
 
2024, the
 
Company
 
had $1.1
 
million
 
of corporate
 
equities and
 
deferred compensation
 
plan
assets
 
of
 
$8.6
 
million.
 
At
 
August
 
3,
 
2024,
 
the
 
Company
 
had
 
deferred
 
compensation
 
plan
 
assets
 
of
 
$8.9
million.
 
During the six months ended August
 
3, 2024, the Company sold its
 
corporate equities.
 
All of these
assets
 
are
 
recorded
 
within
 
Other
 
assets
 
in
 
the
 
Condensed
 
Consolidated
 
Balance
 
Sheets.
 
See
 
Note
 
7,
 
Fair
Value Measurements.
RECENT ACCOUNTING PRONOUNCEMENTS:
 
See Note 8, Recent Accounting Pronouncements.
 
 
 
 
THE CATO CORPORATION
QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK
29
ITEM 3. QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK:
The
 
Company
 
is
 
subject
 
to
 
market
 
rate
 
risk
 
from
 
exposure
 
to
 
changes
 
in
 
interest
 
rates
 
based
 
on
 
its
financing, investing and
 
cash management activities,
 
but the Company
 
does not
 
believe such exposure
 
is
material.
ITEM 4. CONTROLS AND PROCEDURES:
We carried out an evaluation, with the
 
participation of our Principal Executive Officer and
 
Principal Financial
Officer, of
 
the effectiveness
 
of our
 
disclosure controls
 
and procedures
 
as of
 
August 3,
 
2024.
 
Based on
 
this
evaluation, our
 
Principal Executive
 
Officer and
 
Principal Financial
 
Officer concluded
 
that, as
 
of
 
August 3,
2024, our
 
disclosure controls
 
and
 
procedures,
 
as defined
 
in
 
Rule
 
13a-15(e), under
 
the
 
Securities
 
Exchange
Act of 1934 (the “Exchange
 
Act”), were effective to ensure that
 
information we are required to disclose
 
in the
reports
 
that
 
we
 
file
 
or
 
submit
 
under
 
the
 
Exchange
 
Act
 
is
 
recorded,
 
processed,
 
summarized
 
and
 
reported
within the time periods
 
specified in the SEC’s
 
rules and forms and
 
that such information is
 
accumulated and
communicated to our management, including our Principal Executive Officer and Principal Financial Officer,
as appropriate to allow timely decisions
 
regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:
No change in the Company’s internal control
 
over financial reporting (as defined in
 
Exchange Act Rule 13a-
15(f)) has occurred during the Company’s fiscal quarter ended August 3, 2024 that has materially affected, or
is reasonably likely to materially affect, the Company’s
 
internal control over financial reporting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
PART II OTHER
 
INFORMATION
30
ITEM 1.
 
LEGAL PROCEEDINGS:
Not Applicable.
ITEM 1A.
 
RISK FACTORS:
In addition to the other information
 
in this report, you should carefully
 
consider the factors discussed in
 
Part I,
“Item
 
1A.
 
Risk
 
Factors”
 
in
 
our
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
our
 
fiscal
 
year
 
ended
 
February
 
3,
 
2024.
These risks
 
could materially
 
affect our
 
business, financial
 
condition or
 
future results;
 
however, they
 
are not
the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem
to
 
be
 
immaterial
 
may
 
also
 
materially
 
adversely
 
affect
 
our
 
business,
 
financial
 
condition
 
or
 
results
 
of
operations.
ITEM 2.
 
UNREGISTERED SALES OF EQUITY SECURITIES
 
AND USE OF PROCEEDS:
The following table summarizes the Company’s purchases of its common stock for the three months
ended August 3, 2024:
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of
Maximum Number
Shares Purchased as
(or Approximate Dollar
Total Number
Average
Part of Publicly
Value)
 
of Shares that may
Fiscal
of Shares
Price Paid
Announced Plans or
Yet be Purchased
 
Under
Period
Purchased
per Share (1)
Programs (2)
The Plans or Programs (2)
May 2024
-
$
-
-
June 2024
-
-
-
July 2024
-
-
-
Total
-
$
-
-
478,238
(1)
Prices include trading costs.
(2)
As
 
of
 
May 4,
 
2024, the
 
Company’s
 
share repurchase
 
program had
 
478,238
 
shares remaining
 
in
open
 
authorizations.
 
During
 
the
 
second
 
quarter
 
ended
 
August
 
3,
 
2024,
 
the
 
Company
 
did
 
not
repurchase
 
or
 
retire
 
any
 
shares
 
under
 
this
 
program.
 
As
 
of
 
August
 
3,
 
2024,
 
the
 
Company
 
had
478,238
 
shares
 
remaining
 
in
 
open
 
authorizations.
 
There
 
is
 
no
 
specified
 
expiration
 
date
 
for
 
the
Company’s repurchase program.
ITEM 3.
 
DEFAULTS
 
UPON SENIOR SECURITIES:
Not Applicable.
 
 
 
 
THE CATO CORPORATION
PART II OTHER
 
INFORMATION
31
ITEM 4.
 
MINE SAFETY DISCLOSURES:
No matters requiring disclosure.
ITEM 5.
 
OTHER INFORMATION:
During the three months ended August 3, 2024, none of the Company’s directors or officers (as defined in
Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)
adopted
 
or
terminated
 
a “Rule 10b5-1
trading arrangement” or a “
non-Rule
10b5-1
 
trading arrangement” (as such terms are
 
defined in Item 408
of Regulation S-K).
ITEM 6.
 
EXHIBITS:
Exhibit No.
Item
 
3.1
 
3.2
 
31.1*
 
31.2*
 
32.1*
 
32.2*
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
 
Document
101.DEF
Inline XBRL Taxonomy Extension Definitions Linkbase
 
Document
101.LAB
Inline XBRL Taxonomy Extension Label
 
Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
 
Document
104.1
Cover Page
 
Interactive Data
 
File
 
(Formatted in
 
Inline
 
XBRL
 
and
 
contained
 
in
the Interactive Data Files submitted as Exhibit 101.1*)
* Submitted electronically herewith.
 
 
 
 
 
 
THE CATO CORPORATION
PART II OTHER
 
INFORMATION
32
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 thereunto duly
 
authorized.
 
THE CATO
 
CORPORATION
August 29, 2024
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
August 29, 2024
/s/ Charles D. Knight
Date
Charles D. Knight
Executive Vice President
Chief Financial Officer