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CATO CORP - Quarter Report: 2010 September (Form 10-Q)

cato10q.htm - Generated by SEC Publisher for SEC Filing

 

 

Table of Contents

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2010

 

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)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

X

No

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer  ¨    Accelerated filer  þ     Non-accelerated filer  ¨     Smaller reporting company ¨

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

 

No

X

 

As of September 8, 2010, there were 27,734,000 shares of Class A common stock and 1,743,525 shares of Class B common stock outstanding.

 


 

THE CATO CORPORATION

 

FORM 10-Q

 

Quarter Ended July 31, 2010

Table of Contents

 

Page No.

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

Financial Statements:

 

 

 

 

Condensed Consolidated Statements of Income and Comprehensive Income

2

 

 

For the Three Months and Six Months Ended July 31, 2010 and August 1, 2009

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

3

 

 

At July 31, 2010, August 1, 2009, and January 30, 2010

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

4

 

 

For the Six Months Ended July 31, 2010 and August 1, 2009

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

5 – 14

 

 

For the Three Months and Six Months Ended

July 31, 2010 and August 1, 2009

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15 – 20

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

21

 

 

 

 

Item 4.

Controls and Procedures

21

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

22

 

 

 

 

 

Item 1A.

Risk Factors

22

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

22

 

 

 

 

 

Item 4.

Removed and Reserved

23

 

 

 

 

 

Item 5.

Other Information

23

 

 

 

 

 

Item 6.

Exhibits

23

 

 

 

 

 

Signatures

24 - 28

 

 

 

 

 

 

 

 

1

 


 

Table of Contents

 

PART I FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

THE CATO CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND

COMPREHENSIVE INCOME

 

 

Three Months Ended

 

Six Months Ended

 

July 31, 2010

 

August 1, 2009

 

July 31, 2010

 

August 1, 2009

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Dollars in thousands, except per share data)

REVENUES

 

 

 

 

 

 

 

 

 

 

 

  Retail sales

$

231,865 

 

$

225,369 

 

$

491,625 

 

$

463,423 

  Other income (principally finance charges, late fees and

 

 

 

 

 

 

 

 

 

 

 

    layaway charges)

 

2,862 

 

 

2,897 

 

 

5,785 

 

 

5,870 

    Total revenues

 

234,727 

 

 

228,266 

 

 

497,410 

 

 

469,293 

 

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES, NET

 

 

 

 

 

 

 

 

 

 

 

  Cost of goods sold (exclusive of depreciation shown below)

 

143,039 

 

 

143,459 

 

 

289,893 

 

 

285,372 

  Selling, general and administrative (exclusive of

 

 

 

 

 

 

 

 

 

 

 

    depreciation shown below)

 

62,268 

 

 

56,480 

 

 

130,828 

 

 

121,124 

  Depreciation

 

5,277 

 

 

5,482 

 

 

10,547 

 

 

11,026 

  Interest and other income

 

(957)

 

 

(861)

 

 

(1,849)

 

 

(1,921)

    Cost and expenses, net

 

209,627 

 

 

204,560 

 

 

429,419 

 

 

415,601 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

25,100 

 

 

23,706 

 

 

67,991 

 

 

53,692 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

9,081 

 

 

7,048 

 

 

24,912 

 

 

18,220 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

16,019 

 

$

16,658 

 

$

43,079 

 

$

35,472 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

0.54 

 

$

0.57 

 

$

1.46 

 

$

1.21 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

$

0.54 

 

$

0.56 

 

$

1.46 

 

$

1.20 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per share

$

0.185 

 

$

0.165 

 

$

0.35 

 

$

0.33 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

16,019 

 

$

16,658 

 

$

43,079 

 

$

35,472 

Unrealized losses on available-for-sale securities, net

 

 

 

 

 

 

 

 

 

 

 

   of deferred income tax benefit

 

130 

 

 

56 

 

 

44 

 

 

30 

Comprehensive income

$

16,149 

 

$

16,714 

 

$

43,123 

 

$

35,502 

 

See notes to consolidated financial statements.

 

2

 


 

Table of Contents

THE CATO CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

July 31, 2010

 

August 1, 2009

 

January 30, 2010

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Dollars in thousands)

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

68,336 

 

$

28,888 

 

$

50,385 

Short-term investments

 

165,755 

 

 

145,427 

 

 

147,955 

Restricted cash and investments

 

2,547 

 

 

9,057 

 

 

2,575 

Accounts receivable, net of allowance for doubtful accounts of $3,233, $3,301 and $3,274 at July 31, 2010, August 1, 2009 and January 30, 2010, respectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39,747 

 

41,798 

 

40,154 

Merchandise inventories

 

95,720 

 

 

93,807 

 

 

118,628 

Deferred income taxes

 

7,748 

 

 

6,408 

 

 

7,812 

Prepaid expenses

 

5,352 

 

 

7,875 

 

 

3,258 

      Total Current Assets

 

385,205 

 

 

333,260 

 

 

370,767 

Property and equipment – net

 

100,869 

 

 

111,001 

 

 

102,769 

Other assets

 

7,499 

 

 

7,324 

 

 

7,454 

      Total Assets

$

493,573 

 

$

451,585 

 

$

480,990 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

$

79,802 

 

$

76,923 

 

$

103,627 

Accrued expenses

 

32,587 

 

 

32,648 

 

 

31,615 

Accrued bonus and benefits

 

18,062 

 

 

10,742 

 

 

22,286 

Accrued income taxes

 

22,493 

 

 

20,817 

 

 

10,940 

      Total Current Liabilities

 

152,944 

 

 

141,130 

 

 

168,468 

Deferred income taxes

 

4,087 

 

 

2,528 

 

 

4,087 

Other noncurrent liabilities (primarily deferred rent)

 

16,362 

 

 

18,639 

 

 

17,123 

 

 

 

 

 

 

 

 

 

Commitments and contingencies:

 

 - 

 

 

 - 

 

 

 - 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

Preferred stock, $100 par value per share, 100,000 shares authorized,

 

 

 

 

 

 

 

 

   none issued

 

 - 

 

 

 - 

 

 

 - 

Class A common stock, $.033 par value per share, 50,000,000

 

 

 

 

 

 

 

 

   shares authorized; issued 27,736,131 shares, 36,471,549 shares, 

 

 

 

 

 

 

 

 

   and 27,842,587 shares at July 31, 2010, August 1, 2009 and

 

 

 

 

 

 

 

 

   January 30, 2010, respectively 

 

925 

 

 

1,216 

 

 

928 

Convertible Class B common stock, $.033 par value per share, 

 

 

 

 

 

 

 

 

   15,000,000 shares authorized; issued 1,743,525 shares at July 31, 2010

 

 

 

 

 

 

 

 

   August 1, 2009 and January 30, 2010

 

58 

 

 

58 

 

 

58 

Additional paid-in capital

 

66,584 

 

 

63,328 

 

 

64,706 

Retained earnings

 

252,036 

 

 

380,101 

 

 

225,086 

Accumulated other comprehensive income 

 

577 

 

 

443 

 

 

534 

Stockholders' Equity Before Treasury Stock

 

320,180 

 

 

445,146 

 

 

291,312 

Less Class A common stock in treasury, at cost (-0- shares,

 

 

 

 

 

 

 

 

   8,662,902 shares and -0- shares at July 31, 2010,

 

 

 

 

 

 

 

 

   August 1, 2009 and January 30, 2010, respectively)

 

 - 

 

 

(155,858)

 

 

 - 

         Total Stockholders' Equity

 

320,180 

 

 

289,288 

 

 

291,312 

         Total Liabilities and Stockholders’ Equity

$

493,573 

 

$

451,585 

 

$

480,990 

 

See notes to consolidated financial statements.

 

3

 


 

Table of Contents

THE CATO CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

July 31, 2010

 

August 1, 2009

 

 

(Unaudited)

 

(Unaudited)

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net income

$

43,079 

 

$

35,472 

 

Adjustments to reconcile net income to net cash provided

 

 

 

 

 

 

       by operating activities:

 

 

 

 

 

 

   Depreciation

 

10,547 

 

 

11,026 

 

   Provision for doubtful accounts

 

1,499 

 

 

1,752 

 

   Share based compensation

 

1,213 

 

 

1,230 

 

   Excess tax benefits from share-based compensation

 

(133)

 

 

(72)

 

   Loss on disposal of property and equipment

 

220 

 

 

393 

 

   Changes in operating assets and liabilities which provided

 

 

 

 

 

 

       (used) cash:

 

 

 

 

 

 

        Accounts receivable

 

(1,092)

 

 

586 

 

        Merchandise inventories

 

22,908 

 

 

18,483 

 

        Prepaid and other assets

 

(2,145)

 

 

(3,740)

 

        Accrued income taxes

 

11,686 

 

 

9,383 

 

        Accounts payable, accrued expenses and other liabilities

 

(27,840)

 

 

(20,548)

 

Net cash provided by operating activities

 

59,942 

 

 

53,965 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

Expenditures for property and equipment 

 

(8,866)

 

 

(6,170)

 

Purchase of short-term investments

 

(111,454)

 

 

(96,292)

 

Sales of short-term investments

 

93,768 

 

 

44,347 

 

Change in restricted cash and investments

 

28 

 

 

32 

 

Net cash used in investing activities

 

(26,524)

 

 

(58,083)

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

Dividends paid

 

(10,304)

 

 

(9,723)

 

Repurchase of common stock

 

(5,840)

 

 

(49)

 

Proceeds from employee stock purchase plan

 

218 

 

 

200 

 

Excess tax benefits from share-based compensation

 

133 

 

 

72 

 

Proceeds from stock options exercised

 

326 

 

 

244 

 

Net cash provided used in financing activities

 

(15,467)

 

 

(9,256)

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

17,951 

 

 

(13,374)

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

50,385 

 

 

42,262 

 

Cash and cash equivalents at end of period

$

68,336 

 

$

28,888 

 

 

See notes to consolidated financial statements.

 

4

 


 

Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

NOTE 1 - GENERAL:

 

The condensed consolidated financial statements have been prepared from the accounting records of The Cato Corporation and its wholly-owned subsidiaries (the “Company”), and all amounts shown as of and for the periods ended July 31, 2010 and August 1, 2009 are unaudited.  In the opinion of management, all adjustments considered necessary for a fair statement 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 January 30, 2010.

 

The year-end condensed consolidated balance sheet presented as of the fiscal year ended January 30, 2010 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

 

On August 26, 2010, the Board of Directors maintained the quarterly dividend at $.185 per share or an annualized rate of $.74 per share. 

 

In September 2009, the Company retired all of its treasury stock shares.  The excess of the price over par value of common stock of approximately $155.6 million was charged to retained earnings upon the retirement of the treasury stock.

 

5

 


 

Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

NOTE 2 - EARNINGS PER SHARE:

 

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.  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

 

 

July 31, 2010

 

August 1, 2009

 

July 31, 2010

 

August 1, 2009

 

 

(Dollars in thousands, except per share data)

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

16,019 

 

$

16,658 

 

$

43,079 

 

$

35,472 

Earnings allocated to non-vesting equity awards

 

 

(270)

 

 

(244)

 

 

(728)

 

 

(516)

Net earnings available to common shares outstanding

 

$

15,749 

 

$

16,414 

 

$

42,351 

 

$

34,956 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted-average common shares outstanding

 

 

28,966,065 

 

 

29,039,565 

 

 

28,990,500 

 

 

28,997,030 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.54 

 

$

0.57 

 

$

1.46 

 

$

1.21 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

16,019 

 

$

16,658 

 

$

43,079 

 

$

35,472 

Earnings allocated to non-vesting equity awards

 

 

(270)

 

 

(244)

 

 

(728)

 

 

(516)

Net earnings available to common shares outstanding

 

$

15,749 

 

$

16,414 

 

$

42,351 

 

$

34,956 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted-average common shares outstanding

 

 

28,966,065 

 

 

29,039,565 

 

 

28,990,500 

 

 

28,997,030 

Dilutive effect of stock options

 

 

12,710 

 

 

21,964 

 

 

12,109 

 

 

18,393 

Diluted weighted avg. shares outstanding

 

 

28,978,775 

 

 

29,061,529 

 

 

29,002,609 

 

 

29,015,423 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.54 

 

$

0.56 

 

$

1.46 

 

$

1.20 

 

NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION:

 

Income tax payments, net of refunds received, for the six months ended July 31, 2010 and August 1, 2009 were $13,315,000 and $9,435,000, respectively.

 

6

 


 

Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

NOTE 4 – FINANCING ARRANGEMENTS:

 

As of July 31, 2010, the Company had an unsecured revolving credit agreement of $35.0 million.  Net of the Company’s standby letter of credit for payments to the current general liability and workers’ compensation insurance processor, the revolving credit agreement provided for borrowings of up to $33.3 million at July 31, 2010.  In August, 2010, the Company extended the revolving credit agreement until August 2013.  The credit agreement contains various financial covenants and limitations, including the maintenance of specific financial ratios with which the Company was in compliance as of July 31, 2010.  There were no borrowings outstanding under this credit facility during the six months ended July 31, 2010 or August 1, 2009 or during the fiscal year ended January 30, 2010.  Interest on any borrowings is based on LIBOR, which was 0.305% at July 31, 2010.

 

At July 31, 2010 and August 1, 2009 the Company had approximately $10.3 million and $8.3 million, respectively, of outstanding irrevocable letters of credit relating to purchase commitments.  In addition, the Company has a standby letter of credit in the amount of approximately $1.7 million at July 31, 2010 for payments to the current general liability and workers’ compensation insurance processor.

 

NOTE 5 – REPORTABLE SEGMENT INFORMATION:

 

The Company has two reportable segments: retail and credit. The Company operated its women’s fashion specialty retail stores in 31 states at July 31, 2010, principally in the southeastern United States. The Company offers its own credit card to its customers and all related credit authorizations, payment processing, and collection efforts are performed by a separate subsidiary of the Company.

 

The following schedule summarizes certain segment information (in thousands):

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

July 31, 2010

 

 

Retail

 

 

Credit

 

 

Total

 

July 31, 2010

 

 

Retail

 

 

Credit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

232,607 

 

$

2,120 

 

$

234,727 

 

Revenues

 

$

493,068 

 

$

4,342 

 

$

497,410 

Depreciation

 

 

5,272 

 

 

 5 

 

 

5,277 

 

Depreciation

 

 

10,536 

 

 

 11 

 

 

10,547 

Interest and other income

 

 

(957)

 

 

 - 

 

 

(957)

 

Interest and other income

 

 

(1,849)

 

 

 - 

 

 

(1,849)

Income before taxes

 

 

24,257 

 

 

843 

 

 

25,100 

 

Income before taxes

 

 

66,520 

 

 

1,471 

 

 

67,991 

Total assets

 

 

420,486 

 

 

73,087 

 

 

493,573 

 

Total assets

 

 

420,486 

 

 

73,087 

 

 

493,573 

Capital expenditures

 

 

4,842 

 

 

 - 

 

 

4,842 

 

Capital expenditures

 

 

8,866 

 

 

 - 

 

 

8,866 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

August 1, 2009

 

 

Retail

 

 

Credit

 

 

Total

 

August 1, 2009

 

 

Retail

 

 

Credit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

225,932 

 

$

2,334 

 

$

228,266 

 

Revenues

 

$

464,541 

 

$

4,752 

 

$

469,293 

Depreciation

 

 

5,476 

 

 

 

 

5,482 

 

Depreciation

 

 

11,010 

 

 

16 

 

 

11,026 

Interest and other income

 

 

(861)

 

 

 - 

 

 

(861)

 

Interest and other income

 

 

(1,921)

 

 

 - 

 

 

(1,921)

Income before taxes

 

 

22,918 

 

 

788 

 

 

23,706 

 

Income before taxes

 

 

52,288 

 

 

1,404 

 

 

53,692 

Total assets

 

 

380,522 

 

 

71,063 

 

 

451,585 

 

Total assets

 

 

380,522 

 

 

71,063 

 

 

451,585 

Capital expenditures

 

 

2,631 

 

 

 - 

 

 

2,631 

 

Capital expenditures

 

 

6,170 

 

 

 - 

 

 

6,170 

 

The Company evaluates segment performance based on income before taxes.  The Company does not allocate certain corporate expenses or income taxes to the credit segment.

 

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

 

NOTE 5 – REPORTABLE SEGMENT INFORMATION (CONTINUED):

 

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

 

 

July 31, 2010

 

 

August 1, 2009

 

 

July 31, 2010

 

 

August 1, 2009

 

 

 

 

 

 

 

 

 

 

 

 

Bad debt expense

$

676 

 

$

828 

 

$

1,499 

 

$

1,752 

Payroll

 

239 

 

 

247 

 

 

474 

 

 

496 

Postage

 

197 

 

 

224 

 

 

425 

 

 

469 

Other expenses

 

160 

 

 

241 

 

 

462 

 

 

615 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses

$

1,272 

 

$

1,540 

 

$

2,860 

 

$

3,332 

 

NOTE 6 – STOCK BASED COMPENSATION:

 

As of July 31, 2010, the Company had three long-term compensation plans pursuant to which stock-based compensation was outstanding or could be granted. The Company’s 1987 Non-Qualified Stock Option Plan authorized 5,850,000 shares for the granting of options to officers and key employees. The 1999 Incentive Compensation Plan and 2004 Amended and Restated Incentive Compensation Plan authorized 1,500,000 and 1,350,000 shares, respectively, for the granting of various forms of equity-based awards, including restricted stock and stock options to officers and key employees.  The 1999 Plan has expired as to the ability to grant new awards.

 

The following table presents the number of options and shares of restricted stock initially authorized and available for grant under each of the plans:

 

 

1987 

 

1999 

 

2004 

 

 

 

Plan

 

Plan

 

Plan

 

Total

Options and/or restricted stock initially authorized

5,850,000 

 

1,500,000 

 

1,350,000 

 

8,700,000 

Options and/or restricted stock available for grant:

 

 

 

 

 

 

 

      January 30, 2010

18,627 

 

 - 

 

737,162 

 

755,789 

      July 31, 2010

18,627 

 

 - 

 

619,476 

 

638,103 

 

In accordance with ASC 718, 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 July 31, 2010 and August 1, 2009, there was $7,312,000 and $5,105,000 of total unrecognized compensation cost related to nonvested restricted stock awards, which have a remaining weighted-average vesting period of 2.9 years and 3.2 years, respectively. The total fair value of the shares recognized as compensation expense during the second quarter and six months ended July 31, 2010 was $770,000 and $1,226,000, respectively, compared to $757,000 and $1,087,000 for the second quarter and six months ended August 1, 2009, respectively.  These expenses are classified as a component of selling, general and administrative expenses.

 

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

 

NOTE 6 – STOCK BASED COMPENSATION (CONTINUED):

 

The following summary shows the changes in the shares of restricted stock outstanding during the six months ended July 31, 2010:

 

 

 

 

 

Weighted Average

 

Number of

 

 

Grant Date Fair

 

Shares

 

 

Value Per Share

Restricted stock awards at January 30, 2010

496,428 

 

$

19.74 

Granted

118,020 

 

 

24.50 

Vested

(86,261)

 

 

22.83 

Forfeited or expired

(7,696)

 

 

19.46 

Restricted stock awards at July 31, 2010

520,491 

 

$

20.31 

 

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 July 31, 2010 and August 1, 2009, the Company sold 12,729 and 13,686 shares to employees at an average discount of $3.03 and $2.57 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 $39,000 and $35,000 for the six months ended July 31, 2010 and August 1, 2009, respectively.  These expenses are classified as a component of selling, general and administrative expenses.

 

The following is a summary of the changes in stock options outstanding during the six months ended July 31, 2010:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

Average

 

 

 

 

 

 

 

Average

 

Remaining

 

 

Aggregate

 

 

 

 

Exercise

 

Contractual

 

 

Intrinsic

 

Shares

 

 

Price

 

Term

 

 

Value(a)

Options outstanding at January 30, 2010

64,350 

 

$

14.08 

 

4.02 years

 

$

398,312 

Granted

 - 

 

 

 - 

 

 - 

 

 

 - 

Forfeited or expired

 - 

 

 

 - 

 

 - 

 

 

 - 

Exercised

22,550 

 

 

 

 

 

 

 

 

Outstanding at  July 31, 2010

41,800 

 

$

13.87 

 

3.36 years

 

$

360,809 

Vested and exercisable at July 31, 2010

41,800 

 

$

13.87 

 

3.36 years

 

$

360,809 

 

 

(a)    The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

 

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

 

NOTE 6 – STOCK BASED COMPENSATION (CONTINUED):

 

No options were granted in the first half of fiscal 2010 or fiscal 2009. 

 

The total intrinsic value of options exercised during the second quarter and six months ended July 31, 2010 was approximately $51,000 and $215,000, respectively.

 

During the quarter, the Company completed amortizing its nonvested options.  In accordance with ASC 718, the Company adjusted its related forfeiture assumption.  As a result, the Company recognized a reduction in shared based compensation expense of $53,000 and $52,000 for the second quarter and six month period ended July 31, 2010, respectively, compared to an expense of $15,000 and $55,000 for the second quarter and six month period ended August 1, 2009, respectively.  These amounts are classified as a component of selling, general and administrative expenses. 

 

Stock option awards outstanding under the Company’s current plans were granted at exercise prices which were equal to the market value of the Company’s stock on the date of grant, vest over five years and expire no later than ten years after the grant date.

 

 

NOTE 7 – INCOME TAXES:

 

For the quarter ended July 31, 2010, the Company’s effective tax rate was 36.2% compared to 29.7% for the prior year quarter ended August 1, 2009.  The prior year quarter was impacted by the reduction of the provision for unrecognized tax benefits resulting from the closing of certain state income tax audits.  The effective income tax rate for the first six months of fiscal 2010 was 36.6% compared to 33.9% for the first six months of fiscal 2009.  During the next 12 months, various taxing authorities’ statues of limitations will expire which could result in a potential reduction of the provision for unrecognized tax benefits.  In addition, certain state examinations may close, the ultimate resolution of which could materially affect the effective tax rate.  As a consequence, the balance in unrecognized tax benefits can be expected to fluctuate from period to period.  It is reasonably possible such changes could be significant when compared to our total unrecognized tax benefits, but the amount of change is not estimable.

 

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

NOTE 8 – FAIR VALUE MEASUREMENTS:

 

 

The following tables set forth information regarding the Company’s financial assets that are measured at fair value (in thousands) as of July 31, 2010 and January 30, 2010.

 

($ in thousands)

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

Description

 

 

July 31, 2010

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

State/Municipal Bonds

 

$

101,837 

 

$

101,837 

 

 

 

 

 

 

Corporate Bonds

 

 

30,672 

 

 

30,672 

 

 

 

 

 

 

Auction Rate Securities (ARS)

 

 

3,450 

 

 

 

 

 

 

 

 

3,450 

Variable Rate Demand Notes (VRDN)

 

 

35,057 

 

 

35,057 

 

 

 

 

 

 

Privately Managed Funds

 

 

1,962 

 

 

 

 

 

 

 

 

1,962 

Corporate Equities

 

 

431 

 

 

431 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

173,409 

 

$

167,997 

 

$

 - 

 

$

5,412 

 

 

($ in thousands)

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

January 30,

 

 

Assets

 

 

Inputs

 

 

Inputs

Description

 

 

2010

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

State/Municipal Bonds

 

$

76,056 

 

$

76,056 

 

 

 

 

 

 

Corporate Bonds

 

 

8,989 

 

 

8,989 

 

 

 

 

 

 

Auction Rate Securities (ARS)

 

 

3,450 

 

 

 

 

 

 

 

 

3,450 

Variable Rate Demand Notes (VRDN)

 

 

65,382 

 

 

65,382 

 

 

 

 

 

 

Privately Managed Funds

 

 

1,940 

 

 

 

 

 

 

 

 

1,940 

Corporate Equities

 

 

407 

 

 

407 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

156,224 

 

$

150,834 

 

$

 - 

 

$

5,390 

 

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

 

NOTE 8 – FAIR VALUE MEASUREMENTS (CONTINUED):

 

The Company’s investment portfolio was primarily invested in tax exempt variable rate demand notes (“VRDN”), corporate bonds, and governmental debt securities held in managed funds with underlying ratings of A or better at both July 31, 2010 and January 30, 2010.  The underlying securities have contractual maturities which generally range from 61 days to 30 years.  These securities are classified as available-for-sale and are recorded as short term investments on the accompanying Condensed Consolidated Balance Sheets at estimated fair value, with unrealized gains and losses reported net of taxes in accumulated other comprehensive income. 

 

Additionally, at July 31, 2010, the Company had $2.0 million of privately managed funds, $0.4 million of corporate equities and a single auction rate security (“ARS”) of $3.5 million which continues to fail its auction.  All of these assets are recorded within Other assets in the Condensed Consolidated Balance Sheets.  At January 30, 2010, the Company had $1.9 million of privately managed funds, $0.4 million of corporate equities, and a single ARS of $3.5 million, all of which are recorded within Other assets in the Condensed Consolidated Balance Sheets.

 

The Company’s failed ARS was measured at fair value using Level 3 inputs.  Because there is no active market for this particular ARS, its fair value was determined through the use of a discounted cash flow analysis. The terms used in the analysis were based on management’s estimate of the timing of future liquidity, which assumes that the security will be called or refinanced by the issuer or settled with a broker dealer prior to maturity. The discount rates used in the discounted cash flow analysis were based on market rates for similar liquid tax exempt securities with comparable ratings and maturities. Due to the uncertainty surrounding the timing of future liquidity, the Company also considered a liquidity/risk value reduction. In estimating the fair value of this ARS, the Company also considered the financial condition and near-term prospects of the issuer, the probability that the Company will be unable to collect all amounts due according to the contractual terms of the security and whether the security has been downgraded by a rating agency.  The Company’s valuation is sensitive to market conditions and management’s judgment and can change significantly based on the assumptions used.

 

The Company’s privately managed funds consist of two types of funds.  The privately managed funds cannot be redeemed at net asset value at a specific date without advance notice.  As a result, the Company has classified the investments as Level 3.

 

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

 

NOTE 8 – FAIR VALUE MEASUREMENTS (CONTINUED):

 

The following table summarizes the change in the fair value of the Company’s financial assets measured using Level 3 inputs during the first six months of fiscal 2010:

 

Roll Forward

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Fair Value Measurements Using Significant

 

 

Unobservable Inputs (Level 3)

 

Available-For-Sale

 

 

 

 

 

 

 

Debt Securities

 

Other Investments

 

 

 

 

ARS

 

 

Private Equity

 

Total

Beginning Balance at January 30, 2010

$

 3,450 

 

 

$

1,940 

 

$

5,390 

   Total gains or (losses)

 

 

 

 

 

 

 

 

 

      Included in earnings (or changes in net assets)

 

 

 

 

 

22 

 

 

22 

      Included in other comprehensive income

 

 

 

 

 

 

 

 

 

Ending Balance at July 31, 2010

$

3,450 

 

 

$

1,962 

 

$

5,412 

 

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2010 AND AUGUST 1, 2009

 

 

 

NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS:

 

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.  ASU No. 2010-06 amends ASC 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements.  This ASU was effective for the Company on January 31, 2010, and did not have a material impact on the Company’s financial position or results of operations.

 

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THE CATO CORPORATION

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

 

 

 

FORWARD LOOKING INFORMATION:

 

The following information 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 fiscal 2010 and beyond, including, but not limited to, statements regarding expected amounts of capital expenditures and store openings, relocations, remodelings and closures; and (5) statements relating to our future contingencies. When possible, we have attempted to identify forward-looking statements by using words such as “expects,” “anticipates,” “approximates,” “believes,” “estimates,” “hopes,” “intends,” “may,” “plans,” “should” and variations 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: general economic conditions including, but not limited to, the continuation or worsening of (i) the current adverse or recessionary conditions affecting the U.S. and global economies and consumer spending and (ii) the adverse conditions in the U.S. and global credit markets; uncertainties regarding the impact of any governmental responses to the foregoing adverse economic and credit market conditions; competitive factors and pricing pressures; our ability to predict fashion trends; consumer apparel buying patterns; adverse weather conditions; inventory risks due to shifts in market demand; 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 January 30, 2010 (“fiscal 2009”), as amended or supplemented, and in other reports we file with or furnish to the 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.

 

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THE CATO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

 

 

 

CRITICAL ACCOUNTING POLICIES:

 

The Company’s accounting policies are more fully described in Note 1 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010. As disclosed in Note 1 of Notes to Consolidated Financial Statements, the preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States 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 allowance for doubtful accounts, workers’ compensation, general and auto insurance liabilities, group health insurance, inventory markdowns, litigation, calculation of asset impairment, store closings, inventory shrinkage and uncertain tax positions.

 

The Company’s critical accounting policies and estimates are discussed with the Audit Committee on a quarterly basis.

 

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

 

July 31, 2010

 

August 1, 2009

 

July 31, 2010

 

August 1, 2009

Total retail sales

100.0%

 

100.0%

 

100.0%

 

100.0%

Other income

1.2 

 

1.3 

 

1.2 

 

1.3 

Total revenues

101.2 

 

101.3 

 

101.2 

 

101.3 

Cost of goods sold

61.7 

 

63.7 

 

59.0 

 

61.6 

Selling, general and administrative

26.9 

 

25.1 

 

26.6 

 

26.1 

Depreciation

2.3 

 

2.4 

 

2.1 

 

2.4 

Interest and other income

(0.4)

 

(0.4)

 

(0.4)

 

(0.4)

Income before income taxes

10.8 

 

10.5 

 

13.8 

 

11.6 

Net income

6.9 

 

7.4 

 

8.8 

 

7.7 

 

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THE CATO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

 

 

 

 

RESULTS OF OPERATIONS – (CONTINUED):

 

Comparison of Second Quarter and First Six Months of 2010 with 2009.

 

Total retail sales for the second quarter were $231.9 million compared to last year’s second quarter sales of $225.4 million, a 2.9% increase.  Same-store sales increased 2.0% in the second quarter of fiscal 2010 due to sell throughs of regular price merchandise.  For the six months ended July 31, 2010, total retail sales were $491.6 million compared to last years first six months sales of $463.4 million, and same-store sales increased 5.0% for the comparable six month period.  Total revenues, comprised of retail sales and other income (principally, finance charges and late fees on customer accounts receivable and layaway fees), were $234.7 million and $497.4 million for the second quarter and six months ended July 31, 2010, respectively, compared to $228.3 million and $469.3 million for the second quarter and six months ended August 1, 2009, respectively. The Company operated 1,275 stores at July 31, 2010 compared to 1,285 stores at the end of last year’s second quarter, respectively.  For the first six months of 2010 the Company opened 13 new stores, relocated three stores and closed nine stores.  The Company currently expects to open approximately 41 stores, relocate six stores and close approximately 35 stores in fiscal 2010.

 

Credit revenue of $2.1 million represented 0.9% of total revenues in the second quarter of fiscal 2010, compared to the second quarter of fiscal 2009 credit revenue of $2.3 million or 1.0% of total revenues.  Credit revenue decreased for the comparable period due to lower finance charge income due to decreased sales under the Company’s proprietary credit card. Credit revenue is comprised of interest earned on the Company’s private label credit card portfolio and related fee income.  Related expenses include principally bad debt expense, payroll, postage and other administrative expenses and totaled $1.3 million in the second quarter of 2010, compared to last year’s second quarter expenses of $1.5 million.  The decrease was primarily due to lower bad debt expense as well as reduced administrative expenses compared to the second quarter of 2009.

 

Other income in total, as included in total revenues, was $2.9 million and $5.8 million for the second quarter and first six months of fiscal 2010, compared to $2.9 million and $5.9 million for the prior year’s comparable second quarter and first six months. The slight overall year-to-date decrease resulted primarily from lower finance charges and late fees partially offset by an increase in layaway charges.

 

Cost of goods sold was $143.0 million, or 61.7% of retail sales and $289.9 million or 59.0% of retail sales for the second quarter and first six months of fiscal 2010, compared to $143.5 million, or 63.7% of retail sales and $285.4 million or 61.6% of retail sales for the prior year’s comparable three and six month periods, respectively.  The overall decrease in cost of goods sold as a percent of retail sales for the second quarter and first six months of 2010 resulted primarily from leveraging higher sales and lower markdowns.  The decrease in markdowns was primarily attributable to inventory management and higher sell-throughs of regular priced merchandise.  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 expenses 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) increased by 8.4% to $88.8 million for the second quarter of fiscal 2010 and increased by 13.3% to $201.7 million for the first six months of fiscal 2010 compared to $81.9 million and $178.1 million for the prior year’s comparable three and six month periods, respectively.  Gross margin as presented may not be comparable to those of other entities.

 

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Table of Contents

 

THE CATO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

 

 

 

 

RESULTS OF OPERATIONS – (CONTINUED):

 

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 and bad debts.  SG&A expenses were $62.3 million, or 26.9% of retail sales and $130.8 million, or 26.6% of retail sales for the second quarter and first six months of fiscal 2010, respectively, compared to $56.5 million, or 25.1% of retail sales and $121.1 million, or 26.1% of retail sales for the prior year’s comparable three and six month periods, respectively.  SG&A expenses as a percentage of retail sales increased 180 basis points for the second quarter of fiscal 2010 as compared to the prior year primarily as a result of higher accrued incentive compensation and workers’ compensation costs.  For the first six months of fiscal 2010, SG&A expenses increased 50 basis points as compared to the prior year.  The overall dollar increase for the first six months of fiscal 2010 was primarily attributable to increased incentive based compensation, payroll and workers’ compensation expenses partially offset by a reduction in legal expense.

 

Depreciation expense was $5.3 million, or 2.3% of retail sales and $10.5 million, or 2.1% of retail sales for the second quarter and first six months of fiscal 2010, respectively, compared to $5.5 million, or 2.4% of retail sales and $11.0 million, or 2.4% of retail sales for the prior year’s comparable three and six month periods, respectively.  The decrease in depreciation expense was due to lower store development in the past two years and decreased information technology investments.

 

Interest and other income was $1.0 million, or 0.4% of retail sales and $1.8 million, or 0.4% of retail sales for the second quarter and first six months of fiscal 2010, respectively, compared to $0.9 million, or 0.4% of retail sales and $1.9 million, or 0.4% of retail sales for the prior year’s comparable three and six month periods, respectively.  The slight decrease for the first six months of fiscal 2010 was primarily due to lower interest income due to reduced yields.

 

Income tax expense was $9.1 million or 3.9% of retail sales and $24.9 million, or 5.1% for the second quarter and first six months of fiscal 2010, respectively, compared to $7.0 million, or 3.1% of retail sales and $18.2 million, or 3.9% of retail sales for the prior year’s comparable three and six month periods, respectively.  The second quarter increase resulted from higher pre-tax income and a higher effective tax rate.  The effective income tax rate for the second quarter of fiscal 2010 was 36.2% compared to 29.7% for the second quarter of 2009.  The prior year quarter was impacted by the reduction of the provision for unrecognized tax benefits resulting from the closing of certain state income tax audits.  The effective income tax rate for the first six months of fiscal 2010 was 36.6% compared to 33.9% for the six months of fiscal 2009. 

 

LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK:

 

The Company has consistently maintained a strong liquidity position. Cash provided by operating activities during the first six months of fiscal 2010 was $59.9 million as compared to $54.0 million in the first six months of fiscal 2009. These amounts enable the Company to fund its regular operating needs, capital expenditure program, cash dividend payments and share repurchases.  In addition, the Company maintains a $35.0 million unsecured revolving credit facility for short-term financing of seasonal cash needs. There were no outstanding borrowings on this facility at July 31, 2010, and borrowing capacity under the facility was $33.3 million, net of standby letter of credit obligations.

 

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Table of Contents

 

THE CATO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

 

 

 

 

LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK (CONTINUED):

 

Cash provided by operating activities for the first six months of fiscal 2010 was primarily generated by earnings adjusted for depreciation and changes in working capital. The increase of $5.9 million for the first six months of fiscal 2010 as compared to the first six months of fiscal 2009 was primarily due to an increase in net income, a change in inventories, and accrued income taxes partially offset by a decrease in imports payable and payment of incentive based compensation. 

 

The Company believes that its cash, cash equivalents and short-term investments, together with cash flows from operations, will be adequate to fund the Company’s operating requirements, dividends, share repurchases and expected capital expenditures for the balance of fiscal 2010 and for the foreseeable future.

 

At July 31, 2010, the Company had working capital of $232.3 million compared to $192.1 million at August 1, 2009.  Additionally, the Company had $2.4 million invested in privately managed investment funds and other miscellaneous equities at July 31, 2010, which are included in Other assets on the Condensed Consolidated Balance Sheets.

 

At July 31, 2010, the Company had an unsecured revolving credit agreement, which provides for borrowings of up to $33.3 million, net of standby letter of credit obligations.  In August 2010, the Company extended the revolving credit agreement until August 2013.  The credit agreement contains various financial covenants and limitations, including the maintenance of specific financial ratios with which the Company was in compliance as of July 31, 2010.  There were no borrowings outstanding under the credit facility during the second quarter ended July 31, 2010 or the fiscal year ended January 30, 2010.

 

At July 31, 2010 and August 1, 2009, the Company had approximately $10.3 million and $8.3 million, respectively, of outstanding irrevocable letters of credit relating to purchase commitments.  In addition, the Company has a standby letter of credit in the amount of approximately $1.7 million at July 31, 2010 for payments to the current general liability and workers’ compensation insurance processor.

 

Expenditures for property and equipment totaled $8.9 million in the first six months of fiscal 2010, compared to $6.2 million in last year’s first six months.  The expenditures for the first six months of 2010 were primarily for the development of 13 new stores and additional investments in new technology.  For the full fiscal 2010 year, the Company expects to invest approximately $20.8 million for capital expenditures.  This includes expenditures to open 41 new stores and relocate six stores.

 

Net cash used in investing activities totaled $26.5 million in the first six months of fiscal 2010 compared to $58.1 million used in the comparable period of 2009.  The decrease was due primarily to the increase in sales of short-term investments over purchases of such investments.

 

On August 26, 2010, the Board of Directors maintained the quarterly dividend at $.185 per share or an annualized rate of $.74 per share.

 

In September 2009, the Company retired all of its shares of treasury stock.  The excess of the price over par value of common stock of approximately $155.6 million was charged to retained earnings upon the retirement of the treasury stock.

 

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Table of Contents

 

THE CATO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

 

 

 

 

LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK (CONTINUED):

 

As of July 31, 2010, the Company had 442,942 shares remaining available for repurchase under its share repurchase program.  There is no specified expiration date for the Company’s repurchase program.  For the three months ended July 31, 2010, the Company repurchased 108,654 shares at a cost of $2,571,629.

 

The Company does not use derivative financial instruments.

 

The Company’s investment portfolio was primarily invested in tax exempt variable rate demand notes (“VRDN”), corporate bonds, and governmental debt securities held in managed funds with underlying ratings of A or better at both July 31, 2010 and January 30, 2010.  The underlying securities have contractual maturities which generally range from 61 days to 30 years.  These securities are classified as available-for-sale and are recorded as short term investments on the accompanying Condensed Consolidated Balance Sheets at estimated fair value, with unrealized gains and losses reported net of taxes in accumulated other comprehensive income.

 

Additionally, at July 31, 2010, the Company had $2.0 million of privately managed funds, $0.4 million of corporate equities and a single auction rate security (“ARS”) of $3.5 million which continues to fail its auction.  All of these assets are recorded within Other assets in the Condensed Consolidated Balance Sheets.

 

Information regarding new accounting pronouncements is provided in Note 9 to the Company’s Condensed Consolidated Financial Statements.

 

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THE CATO CORPORATION

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

 

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 July 31, 2010.  Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of July 31, 2010, 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 provide reasonable assurance 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 Securities and Exchange Commission’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 July 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Table of Contents

 

PART II  OTHER INFORMATION

 

THE CATO CORPORATION

 

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 January 30, 2010.  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 July 31, 2010:

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

 

 

 

 

 

 

 

 

Total Dollar Value of

 

Maximum Number

 

 

 

 

 

 

 

 

Shares Purchased as

 

(or Approximate Dollar

 

 

Total Number

 

 

Average

 

 

Part of Publicly

 

Value) of Shares that may

 

 

Of Shares

 

 

Price Paid

 

 

Announced Plans or

 

Yet be Purchased Under

Period

 

Purchased

 

 

per Share (2)

 

 

Programs (1)

 

The Plans or Programs (1)

May 2010

 

 108,654 

 

$

 23.67 

 

$

 2,571,629 

 

 

June 2010

 

 - 

 

 

 - 

 

 

 - 

 

 

July 2010

 

 - 

 

 

 - 

 

 

 - 

 

 

Total

 

108,654 

 

$

 23.67 

 

$

2,571,629 

 

442,942 

 

(1)    On August 30, 2007, the Company’s Board of Directors authorized an increase in the share repurchase program to two million shares.  An additional increase of 500,000 shares was authorized on February 26, 2009.  As of January 30, 2010, the Company’s share repurchase program had 695,942 shares remaining in open authorizations.  At the second quarter ending July 31, 2010, the Company had 442,942 shares remaining in open authorizations.  There is no specified expiration date for the Company’s repurchase program.

 

(2)    Prices include trading costs.

 

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

 

      Not Applicable

 

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PART II  OTHER INFORMATION

 

THE CATO CORPORATION

 

ITEM 4.  REMOVED AND RESERVED

 

      Not Applicable

 

ITEM 5.  OTHER INFORMATION

 

      Not Applicable

 

ITEM 6.  EXHIBITS

 

Exhibit No.

 

Item

 

 

 

   3.1

 

Registrant’s Restated Certificate of Incorporation dated March 6, 1987, incorporated by reference to Exhibit 4.1 to Form S-8 of the Registrant filed February 7, 2000 (SEC File No. 333-96283).

 

 

 

   3.2

 

Registrant’s By Laws incorporated by reference to Exhibit 99.2 to Form
8-K of the Registrant Filed December 10, 2007.

 

 

 

   4.1

 

Rights Agreement dated December 18, 2003, incorporated by reference to Exhibit 4.1 to Form 8-A12G of the Registrant filed December 22, 2003 and as amended in Form 8-A12B/A filed January 6, 2004.

 

 

 

 31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

 

 

 

 31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

 

 

 

 32.1

 

Section 1350 Certification of Principal Executive Officer.

 

 

 

 32.2

 

Section 1350 Certification of Principal Financial Officer.

 

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PART II  OTHER INFORMATION

 

THE CATO CORPORATION

 

 

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

 

 

September 8, 2010

 

/s/ John P. D. Cato

Date

 

John P. D. Cato

Chairman, President and

Chief Executive Officer

 

 

 

 

September 8, 2010

 

/s/ John R. Howe

Date

 

John R. Howe

Executive Vice President

Chief Financial Officer

 

 

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