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CATO CORP - Quarter Report: 2019 November (Form 10-Q)

34

 

 

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 November 2, 2019

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 Carolina28273-5975

(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, 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. (Check one):

 

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

X

 

As of November 2, 2019, there were 22,873,215 shares of Class A common stock and 1,763,652 shares of Class B common stock outstanding.

 


 

THE CATO CORPORATION

 

FORM 10-Q

 

Quarter Ended November 2, 2019

Table of Contents

 

Page No.

 

PART I – FINANCIAL INFORMATION (UNAUDITED)

 

 

 

 

 

Item 1.

Financial Statements (Unaudited):

 

 

 

 

Condensed Consolidated Statements of Income and Comprehensive Income

3

 

 

For the Three Months and Nine Months Ended November 2, 2019 and November 3, 2018

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

4

 

 

At November 2, 2019 and February 2, 2019

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

5

 

 

For the Nine Months Ended November 2, 2019 and November 3, 2018

 

 

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity

6 - 7

 

 

For the Nine Months Ended November 2, 2019 and November 3, 2018

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

8 – 23

 

 

For the Three Months and Nine Months Ended November 2, 2019 and November 3, 2018

 

 

 

 

 

 

Item 2.

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

24 – 30

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

 

 

 

 

Item 4.

Controls and Procedures

31

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

32

 

 

 

 

 

Item 1A.

Risk Factors

32

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

32

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

32

 

 

 

 

 

Item 4.

Mine Safety Disclosures

33

 

 

 

 

 

Item 5.

Other Information

33

 

 

 

 

 

Item 6.

Exhibits

33

 

 

 

 

 

Signatures

34

 

2


 

Table of Contents

 

PART I FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

THE CATO CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND

COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

November 2, 2019

 

November 3, 2018

 

November 2, 2019

 

November 3, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands, except per share data)

REVENUES

 

 

 

 

 

 

 

 

 

 

 

Retail sales

$

189,357

 

$

187,892

 

$

627,780

 

$

630,765

Other revenue (principally finance charges, late fees and

 

 

 

 

 

 

 

 

 

 

 

layaway charges)

 

2,166

 

 

2,120

 

 

6,676

 

 

6,464

Total revenues

 

191,523

 

 

190,012

 

 

634,456

 

 

637,229

 

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES, NET

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold (exclusive of depreciation shown below)

 

118,624

 

 

123,014

 

 

385,079

 

 

395,102

Selling, general and administrative (exclusive of depreciation

 

 

 

 

 

 

 

 

 

 

 

shown below)

 

64,681

 

 

61,765

 

 

196,737

 

 

196,616

Depreciation

 

3,844

 

 

4,094

 

 

11,523

 

 

12,470

Interest and other income

 

(1,662)

 

 

(1,374)

 

 

(4,491)

 

 

(3,559)

Cost and expenses, net

 

185,487

 

 

187,499

 

 

588,848

 

 

600,629

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

6,036

 

 

2,513

 

 

45,608

 

 

36,600

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

51

 

 

(1,287)

 

 

6,501

 

 

2,907

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

5,985

 

$

3,800

 

$

39,107

 

$

33,693

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

0.24

 

$

0.16

 

$

1.59

 

$

1.36

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

$

0.24

 

$

0.16

 

$

1.59

 

$

1.36

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

5,985

 

$

3,800

 

$

39,107

 

$

33,693

Unrealized gain (loss) on available-for-sale securities, net of

 

 

 

 

 

 

 

 

 

 

 

deferred income taxes of ($8) and $380 for the three and

 

 

 

 

 

 

 

 

 

 

 

nine months ended November 2, 2019 and ($117) and ($141) for

 

 

 

 

 

 

 

 

 

 

 

the three and nine months ended November 3, 2018, respectively

 

(25)

 

 

(373)

 

 

1,246

 

 

(451)

Comprehensive income

$

5,960

 

$

3,427

 

$

40,353

 

$

33,242

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements (unaudited).

3


 

Table of Contents

THE CATO CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

November 2, 2019

 

February 2, 2019

 

 

 

 

 

 

ASSETS

(Dollars in thousands)

Current Assets:

 

 

 

 

 

Cash and cash equivalents

$

21,222

 

$

24,603

Short-term investments

 

203,309

 

 

182,711

Restricted cash

 

2,149

 

 

606

Restricted short-term investments

 

1,731

 

 

3,196

Accounts receivable, net of allowance for doubtful accounts of

 

 

 

 

 

$900 and $842 at November 2, 2019 and February 2, 2019, respectively

 

27,479

 

 

28,137

Merchandise inventories

 

114,049

 

 

119,585

Prepaid expenses and other current assets

 

4,301

 

 

11,750

Total Current Assets

 

374,240

 

 

370,588

Property and equipment – net

 

88,384

 

 

94,304

Noncurrent deferred income taxes

 

10,829

 

 

11,209

Other assets

 

23,475

 

 

21,805

Right-of-Use assets – net

 

154,235

 

 

-

Total Assets

$

651,163

 

$

497,906

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

$

69,094

 

$

84,282

Accrued expenses

 

47,488

 

 

45,658

Accrued bonus and benefits

 

15,079

 

 

11,146

Accrued income taxes

 

1,568

 

 

-

Current lease liability

 

53,536

 

 

-

Total Current Liabilities

 

186,765

 

 

141,086

Other noncurrent liabilities

 

21,741

 

 

39,984

Lease liability

 

110,948

 

 

-

 

 

 

 

 

 

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; issued 22,873,215 shares and 22,838,149 shares

 

 

 

 

 

at November 2, 2019 and February 2, 2019, respectively

 

768

 

 

767

Convertible Class B common stock, $0.033 par value per share,

 

 

 

 

 

15,000,000 shares authorized; issued 1,763,652 shares and 1,763,652 shares

 

 

 

 

 

at November 2, 2019 and February 2, 2019, respectively

 

59

 

 

59

Additional paid-in capital

 

109,543

 

 

105,580

Retained earnings

 

220,170

 

 

210,507

Accumulated other comprehensive income/(loss)

 

1,169

 

 

(77)

Total Stockholders' Equity

 

331,709

 

 

316,836

Total Liabilities and Stockholders' Equity

$

651,163

 

$

497,906

 

See notes to condensed consolidated financial statements (unaudited).

4


 

Table of Contents

THE CATO CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

Nine Months Ended

 

 

November 2, 2019

 

November 3, 2018

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net income

$

39,107

 

$

33,693

 

Adjustments to reconcile net income to net cash provided

 

 

 

 

 

 

by operating activities:

 

 

 

 

 

 

Depreciation

 

11,523

 

 

12,470

 

Provision for doubtful accounts

 

539

 

 

301

 

Purchase premium and premium amortization of investments

 

(380)

 

 

420

 

Share-based compensation

 

3,450

 

 

3,697

 

Deferred income taxes

 

-

 

 

1,556

 

Loss on disposal of property and equipment

 

555

 

 

530

 

Changes in operating assets and liabilities which provided

 

 

 

 

 

 

(used) cash:

 

 

 

 

 

 

Accounts receivable

 

119

 

 

(9,288)

 

Merchandise inventories

 

5,536

 

 

8,489

 

Prepaid and other assets

 

37,447

 

 

11,115

 

Accrued income taxes

 

1,568

 

 

99

 

Accounts payable, accrued expenses and other liabilities

 

(50,158)

 

 

(8,855)

 

Net cash provided by operating activities

 

49,306

 

 

54,227

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

Expenditures for property and equipment

 

(4,946)

 

 

(3,224)

 

Purchase of short-term investments

 

(177,807)

 

 

(122,819)

 

Sales of short-term investments

 

160,858

 

 

58,113

 

Purchase of other assets

 

(332)

 

 

(143)

 

Sales of other assets

 

13

 

 

4

 

Net cash (used)/provided in investing activities

 

(22,214)

 

 

(68,069)

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

Dividends paid

 

(24,461)

 

 

(24,455)

 

Repurchase of common stock

 

(5,032)

 

 

(13,344)

 

Proceeds from employee stock purchase plan

 

563

 

 

518

 

Proceeds from stock options exercised

 

-

 

 

189

 

Net cash (used) in financing activities

 

(28,930)

 

 

(37,092)

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash, cash equivalents, and restricted cash

 

(1,838)

 

 

(50,934)

 

 

 

 

 

 

 

 

Cash, cash equivalents, and restricted cash at beginning of period

 

25,209

 

 

81,264

 

Cash, cash equivalents, and restricted cash at end of period

$

23,371

 

$

30,330

 

 

 

 

 

 

 

 

Non-cash activity:

 

 

 

 

 

 

Accrued other assets and property and equipment

$

1,538

 

$

360

 

 

See notes to condensed consolidated financial statements (unaudited).

5


 

Table of Contents

THE CATO CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

 

Convertible

 

 

 

 

Accumulated

 

 

 

Class A

Class B

Additional

 

 

Other

Total

 

Common

Common

Paid-in

Retained

Comprehensive

Stockholders'

 

Stock

Stock

Capital

Earnings

Income

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — February 2, 2019

$

767

$

59

$

105,580

$

210,507

$

(77)

$

316,836

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

-

 

-

 

21,256

 

-

 

21,256

Unrealized gain (loss) on available-for-sale securities, net of

 

 

 

 

 

 

 

 

 

 

 

 

deferred income tax liability of $126

 

-

 

-

 

-

 

-

 

412

 

412

Dividends paid ($0.33 per share)

 

-

 

-

 

-

 

(8,118)

 

-

 

(8,118)

Class A common stock sold through employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

plan — 20,676 shares

 

1

 

-

 

307

 

-

 

-

 

308

Class B common stock sold through stock option plans —

 

 

 

 

 

 

 

 

 

 

 

 

- shares

 

-

 

-

 

-

 

-

 

-

 

-

Class A common stock issued through restricted stock grant plans —

 

 

 

 

 

 

 

 

 

 

 

 

355,609 shares

 

11

 

-

 

624

 

10

 

-

 

645

Repurchase and retirement of treasury shares – 208,041 shares

 

(7)

 

-

 

-

 

(2,827)

 

-

 

(2,834)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — May 4, 2019

$

772

$

59

$

106,511

$

220,828

$

335

$

328,505

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

-

 

-

 

11,866

 

-

 

11,866

Unrealized gain (loss) on available-for-sale securities, net of

 

 

 

 

 

 

 

 

 

 

 

 

deferred income tax liability of $262

 

-

 

-

 

-

 

-

 

859

 

859

Dividends paid ($0.33 per share)

 

-

 

-

 

-

 

(8,173)

 

-

 

(8,173)

Class A common stock sold through employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

plan — 5,402 shares

 

-

 

-

 

67

 

-

 

-

 

67

Class B common stock sold through stock option plans —

 

 

 

 

 

 

 

 

 

 

 

 

- shares

 

-

 

-

 

-

 

-

 

-

 

-

Class A common stock issued through restricted stock grant plans —

 

 

 

 

 

 

 

 

 

 

 

 

(9,170) shares

 

-

 

-

 

1,479

 

15

 

-

 

1,494

Repurchase and retirement of treasury shares – -shares

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — August 3, 2019

$

772

$

59

$

108,057

$

224,536

$

1,194

$

334,618

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

-

 

-

 

5,985

 

-

 

5,985

Unrealized gain (loss) on available-for-sale securities, net of

 

 

 

 

 

 

 

 

 

 

 

 

deferred income tax liability of $8

 

-

 

-

 

-

 

-

 

(25)

 

(25)

Dividends paid ($0.33 per share)

 

-

 

-

 

-

 

(8,170)

 

-

 

(8,170)

Class A common stock sold through employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

plan — 18,252 shares

 

-

 

-

 

287

 

-

 

-

 

287

Class B common stock sold through stock option plans —

 

 

 

 

 

 

 

 

 

 

 

 

- shares

 

-

 

-

 

-

 

-

 

-

 

-

Class A common stock issued through restricted stock grant plans —

 

 

 

 

 

 

 

 

 

 

 

 

(18,327) shares

 

-

 

-

 

1,199

 

13

 

-

 

1,212

Repurchase and retirement of treasury shares – 129,339 shares

 

(4)

 

-

 

-

 

(2,194)

 

-

 

(2,198)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — November 2, 2019

$

768

$

59

$

109,543

$

220,170

$

1,169

$

331,709

 

See notes to condensed consolidated financial statements (unaudited).

6


 

Table of Contents

THE CATO CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

Convertible

 

 

 

 

Accumulated

 

 

 

Class A

Class B

Additional

 

 

Other

Total

 

Common

Common

Paid-in

Retained

Comprehensive

Stockholders'

 

Stock

Stock

Capital

Earnings

Income

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — February 3, 2018

$

774

$

58

$

99,948

$

225,894

$

(321)

$

326,353

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

-

 

-

 

23,410

 

-

 

23,410

Unrealized gain (loss) on available-for-sale securities, net of

 

 

 

 

 

 

 

 

 

 

 

 

deferred income tax benefit of ($122)

 

-

 

-

 

-

 

-

 

(392)

 

(392)

Dividends paid ($0.33 per share)

 

-

 

-

 

-

 

(8,186)

 

-

 

(8,186)

Class A common stock sold through employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

plan — 19,763 shares

 

-

 

-

 

267

 

-

 

-

 

267

Class B common stock sold through stock option plans —

 

 

 

 

 

 

 

 

 

 

 

 

- shares

 

-

 

-

 

-

 

-

 

-

 

-

Class A common stock issued through restricted stock grant plans —

 

 

 

 

 

 

 

 

 

 

 

 

342,341 shares

 

11

 

-

 

534

 

8

 

-

 

553

Repurchase and retirement of treasury shares – 52,904 shares

 

(2)

 

-

 

-

 

(758)

 

-

 

(760)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — May 5, 2018

$

783

$

58

$

100,749

$

240,368

$

(713)

$

341,245

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

-

 

-

 

6,483

 

-

 

6,483

Unrealized gain (loss) on available-for-sale securities, net of

 

 

 

 

 

 

 

 

 

 

 

 

deferred income tax liability of $98

 

-

 

-

 

-

 

-

 

314

 

314

Dividends paid ($0.33 per share)

 

-

 

-

 

-

 

(8,152)

 

-

 

(8,152)

Class A common stock sold through employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

plan — 2,791 shares

 

1

 

-

 

70

 

-

 

-

 

71

Class B common stock sold through stock option plans —

 

 

 

 

 

 

 

 

 

 

 

 

8,051 shares

 

-

 

-

 

190

 

-

 

-

 

190

Class A common stock issued through restricted stock grant plans —

 

 

 

 

 

 

 

 

 

 

 

 

13,224 shares

 

-

 

-

 

1,797

 

18

 

-

 

1,815

Repurchase and retirement of treasury shares – 423,200 shares

 

(14)

 

-

 

-

 

(10,635)

 

-

 

(10,649)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — August 4, 2018

$

770

$

58

$

102,806

$

228,082

$

(399)

$

331,317

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

-

 

-

 

3,800

 

-

 

3,800

Unrealized gain (loss) on available-for-sale securities, net of

 

 

 

 

 

 

 

 

 

 

 

 

deferred income tax liability of $117

 

-

 

-

 

-

 

-

 

(373)

 

(373)

Dividends paid ($0.33 per share)

 

-

 

-

 

-

 

(8,117)

 

-

 

(8,117)

Class A common stock sold through employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

plan — 17,923 shares

 

-

 

-

 

275

 

-

 

-

 

275

Class B common stock sold through stock option plans —

 

 

 

 

 

 

 

 

 

 

 

 

- shares

 

-

 

1

 

-

 

-

 

-

 

1

Class A common stock issued through restricted stock grant plans —

 

 

 

 

 

 

 

 

 

 

 

 

System.Object[] shares

 

-

 

-

 

1,219

 

13

 

-

 

1,232

Repurchase and retirement of treasury shares – 117,300 shares

 

(3)

 

-

 

-

 

(1,932)

 

-

 

(1,935)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — November 3, 2018

$

767

$

59

$

104,300

$

221,846

$

(772)

$

326,200

 

See notes to condensed consolidated financial statements (unaudited).

7


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

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 November 2, 2019 and November 3, 2018 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation 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 2, 2019. Amounts as of February 2, 2019 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 November 21, 2019, the Board of Directors maintained the quarterly dividend at $0.33 per share.

 

Recently Adopted Accounting Policies

 

In 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Codification (“ASC”) 842 - Leases, with amendments issued in 2018. The guidance requires lessees to recognize most leases on the balance sheet but does not change the manner in which expenses are recorded in the income statement. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases.

 

The Company utilized a comprehensive approach to assess the impact of this guidance on its financial statements and related disclosures, including the increase in the assets and liabilities on its balance sheet and the impact on its current lease portfolio from a lessee perspective. The Company completed its comprehensive review of its lease portfolio, which includes mostly store leases impacted by the new guidance. The Company reviewed its internal controls over leases and as a result the Company enhanced these controls; however, these changes are not considered material. In addition, the Company implemented a new software platform, and corresponding controls, for administering its leases and facilitating compliance with the new guidance.

 

The Company elected the transition package of practical expedients that is permitted by the standard. The package of practical expedients allows the Company to not reassess previous accounting conclusions regarding whether existing arrangements are or contain leases, the classification of existing leases, and the treatment of initial direct costs. The Company did not elect the hindsight transition practical expedient allowed for by the new standard, which allows entities to use hindsight when determining lease term and impairment of right-of-use assets.

 

The Company adopted ASC 842 utilizing the modified retrospective approach as of February 3, 2019. The modified retrospective approach the Company selected provides a method of transition allowing recognition of existing leases as of the beginning of the period of adoption (i.e., February 3, 2019), and which does not require the adjustment of comparative periods. The adoption had a material impact on the Company’s financial statements, resulting in an increase of 40% to each of its total assets and total

8


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

liabilities on its balance sheet, but had no impact to retained earnings as of the beginning of 2019. See Note 12 for further information.

9


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

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

 

 

Nine Months Ended

 

 

 

 

November 2, 2019

 

 

November 3, 2018

 

 

November 2, 2019

 

 

November 3, 2018

 

 

(Dollars in thousands)

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

5,985

 

$

3,800

 

$

39,107

 

$

33,693

 

(Earnings)/loss allocated to non-vested equity awards

 

 

(220)

 

 

(107)

 

 

(1,390)

 

 

(951)

 

Net earnings available to common stockholders

 

$

5,765

 

$

3,693

 

$

37,717

 

$

32,742

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

23,749,048

 

 

23,820,477

 

 

23,764,938

 

 

24,051,185

 

Diluted weighted average common shares outstanding

 

 

23,749,048

 

 

23,820,477

 

 

23,764,938

 

 

24,051,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.24

 

$

0.16

 

$

1.59

 

$

1.36

 

Diluted earnings per share

 

$

0.24

 

$

0.16

 

$

1.59

 

$

1.36

10


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

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 November 2, 2019:

 

 

 

Changes in Accumulated Other

 

 

 

Comprehensive Income (a)

 

 

 

 

 

Unrealized Gains

 

 

 

 

 

 

 

and (Losses) on

 

 

 

 

 

 

 

Available-for-Sale

 

 

 

 

 

 

 

Securities

 

 

 

 

Beginning Balance at August 3, 2019

 

$

1,194

 

 

 

 

Other comprehensive income before

 

 

 

 

 

 

 

reclassification

 

 

(165)

 

 

 

 

 

 

 

 

 

 

 

 

Amounts reclassified from accumulated

 

 

 

 

 

 

 

other comprehensive income (b)

 

 

140

 

 

 

 

 

 

 

 

 

 

 

 

Net current-period other comprehensive income

 

 

(25)

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance at November 2, 2019

 

$

1,169

 

 

 

 

 

 

 

 

 

 

 

 

(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income.

 

(b) Includes $183 impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was $43.

 

The following table sets forth information regarding the reclassification out of Accumulated other comprehensive income (in thousands) for the nine months ended November 2, 2019:

 

 

 

Changes in Accumulated Other

 

 

 

Comprehensive Income (a)

 

 

 

 

 

Unrealized Gains

 

 

 

 

 

 

 

and (Losses) on

 

 

 

 

 

 

 

Available-for-Sale

 

 

 

 

 

 

 

Securities

 

 

 

 

Beginning Balance at February 2, 2019

 

$

(77)

 

 

 

 

Other comprehensive income before

 

 

 

 

 

 

 

reclassification

 

 

1,067

 

 

 

 

 

 

 

 

 

 

 

 

Amounts reclassified from accumulated

 

 

 

 

 

 

 

other comprehensive income (b)

 

 

179

 

 

 

 

 

 

 

 

 

 

 

 

Net current-period other comprehensive income

 

 

1,246

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance at November 2, 2019

 

$

1,169

 

 

 

 

 

 

 

 

 

 

 

 

(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income.

 

(b) Includes $234 impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was $55.

11


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

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 November 3, 2018:

 

 

 

Changes in Accumulated Other

 

 

 

Comprehensive Income (a)

 

 

 

 

 

Unrealized Gains

 

 

 

 

 

 

 

and (Losses) on

 

 

 

 

 

 

 

Available-for-Sale

 

 

 

 

 

 

 

Securities

 

 

 

 

Beginning Balance at August 4, 2018

 

$

(399)

 

 

 

 

Other comprehensive income before

 

 

 

 

 

 

 

reclassifications

 

 

(373)

 

 

 

 

 

 

 

 

 

 

 

 

Amounts reclassified from accumulated

 

 

 

 

 

 

 

other comprehensive income (b)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Net current-period other comprehensive income

 

 

(373)

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance at November 3, 2018

 

$

(772)

 

 

 

 

 

 

 

 

 

 

 

 

(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income.

 

(b) Includes $ -impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was $ -.

 

The following table sets forth information regarding the reclassification out of Accumulated other comprehensive income (in thousands) for the nine months ended November 3, 2018:

 

 

 

Changes in Accumulated Other

 

 

 

Comprehensive Income (a)

 

 

 

 

 

Unrealized Gains

 

 

 

 

 

 

 

and (Losses) on

 

 

 

 

 

 

 

Available-for-Sale

 

 

 

 

 

 

 

Securities

 

 

 

 

Beginning Balance at February 3, 2018

 

$

(321)

 

 

 

 

Other comprehensive income before

 

 

 

 

 

 

 

reclassifications

 

 

(504)

 

 

 

 

 

 

 

 

 

 

 

 

Amounts reclassified from accumulated

 

 

 

 

 

 

 

other comprehensive income (b)

 

 

53

 

 

 

 

 

 

 

 

 

 

 

 

Net current-period other comprehensive income

 

 

(451)

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance at November 3, 2018

 

$

(772)

 

 

 

 

 

 

 

 

 

 

 

 

(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income.

 

(b) Includes $70 impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was $17.

12


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

NOTE 4 – FINANCING ARRANGEMENTS:

 

As of November 2, 2019, the Company had an unsecured revolving credit agreement to borrow $35.0 million less the balance of any revocable letters of credit as discussed below. On May 24, 2019, the Company extended its revolving credit agreement through May 2022. 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 November 2, 2019. There were no borrowings outstanding under this credit facility during the periods ended November 2, 2019 or February 2, 2019. The weighted average interest rate under the credit facility was zero at November 2, 2019 due to no borrowings outstanding.

 

At November 2, 2019 and February 2, 2019, the Company had no outstanding revocable letters of credit relating to purchase commitments.

 

NOTE 5 – REPORTABLE SEGMENT INFORMATION:

 

The Company has determined that it has four operating segments, as defined under ASC 280-10, 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. They are similar in nature of product, as they all offer women’s apparel, shoes and accessories. Merchandise inventory for 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 operating segments is distributed to retail stores in a similar manner through the Company’s single distribution center and is subsequently distributed to customers in a similar manner.

 

The Company operates its women’s fashion specialty retail stores in 31 states as of November 2, 2019, 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 a separate subsidiary of the Company.

 

13


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

NOTE 5 – REPORTABLE SEGMENT INFORMATION (CONTINUED):

 

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

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

November 2, 2019

Retail

Credit

Total

 

November 2, 2019

Retail

Credit

Total

 

 

 

 

 

 

 

 

 

Revenues

$190,637

$886

$191,523

 

Revenues

$631,751

$2,705

$634,456

Depreciation

3,843

1

3,844

 

Depreciation

11,522

1

11,523

Interest and other income

(1,662)

-

(1,662)

 

Interest and other income

(4,491)

-

(4,491)

Income/(Loss) before

income taxes

5,571

465

6,036

 

Income/(Loss) before

income taxes

44,251

1,357

45,608

Capital expenditures

2,729

-

2,729

 

Capital expenditures

4,946

-

4,946

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

Nine Months Ended

 

 

 

November 3, 2018

Retail

Credit

Total

 

November 3, 2018

Retail

Credit

Total

 

 

 

 

 

 

 

 

 

Revenues

$189,055

$957

$190,012

 

Revenues

$634,360

$2,869

$637,229

Depreciation

4,088

6

4,094

 

Depreciation

12,452

18

12,470

Interest and other income

(1,374)

-

(1,374)

 

Interest and other income

(3,559)

-

(3,559)

Income/(Loss) before

income taxes

2,140

373

2,513

 

Income/(Loss) before

income taxes

35,159

1,441

36,600

Capital expenditures

1,345

-

1,345

 

Capital expenditures

3,224

-

3,224

 

 

 

 

 

 

 

 

 

 

Retail

Credit

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets as of November 2, 2019

$603,488

$47,675

$651,163

 

 

 

 

 

Total assets as of February 2, 2019

454,143

43,763

497,906

 

 

 

 

 

 

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.

 

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

 

Nine Months Ended

 

 

November 2, 2019

 

 

November 3, 2018

 

 

November 2, 2019

 

 

November 3, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Payroll

$

164

 

$

179

 

$

478

 

$

571

Postage

 

110

 

 

128

 

 

351

 

 

379

Other expenses

 

146

 

 

271

 

 

518

 

 

460

Total expenses

$

420

 

$

578

 

$

1,347

 

$

1,410

14


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

NOTE 6 – STOCK-BASED COMPENSATION:

 

As of November 2, 2019, the Company had two long-term compensation plans pursuant to which stock-based compensation was outstanding. The 2018 Incentive Compensation Plan and 2013 Incentive Compensation Plan are for the granting of various forms of equity-based awards, including restricted stock and stock options for grant, to officers, directors and key employees. Effective May 24, 2018, shares for grant were no longer available under the 2013 Incentive Compensation Plan.

 

The following table presents the number of options and shares of restricted stock initially authorized and available for grant under each of the plans as of November 2, 2019:

 

 

 

2013

 

2018

 

 

 

 

Plan

 

Plan

 

Total

Options and/or restricted stock initially authorized

 

1,500,000

 

4,725,000

 

6,225,000

Options and/or restricted stock available for grant:

 

 

 

 

 

 

November 2, 2019

 

-

 

4,186,039

 

4,186,039

 

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 November 2, 2019 and February 2, 2019, there was $13,261,000 and $11,989,000, respectively, of total unrecognized compensation expense related to nonvested restricted stock awards, which had a remaining weighted-average vesting period of 2.4years and 2.2years, respectively. The total compensation expense during the three and nine months ended November 2, 2019 was $1,211,000 and $3,351,000, respectively, compared to $1,233,000 and $3,601,000, respectively, for the three and nine months ended November 3, 2018. These expenses are classified as a component of Selling, general and administrative expenses in the Condensed Consolidated Statements of Income and Comprehensive Income.

 

The following summary shows the changes in the shares of unvested restricted stock outstanding during the nine months ended November 2, 2019:

 

 

 

 

 

Weighted Average

 

Number of

 

 

Grant Date Fair

 

Shares

 

 

Value Per Share

Restricted stock awards at February 2, 2019

771,851

 

$

24.22

Granted

361,170

 

 

14.89

Vested

(129,108)

 

 

34.44

Forfeited or expired

(54,723)

 

 

19.64

Restricted stock awards at November 2, 2019

949,190

 

$

19.54

15


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

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 nine months ended November 2, 2019 and November 3, 2018, the Company sold 44,330 and 40,477 shares to employees at an average discount of $2.24 and $2.26 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 $99,000 and $91,000 for the nine months ended November 2, 2019 and November 3, 2018, respectively. These expenses are 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 November 2, 2019 and February 2, 2019:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

Active

 

Significant

 

 

 

 

 

 

 

 

Markets for

 

Other

 

Significant

 

 

 

 

 

Identical

 

Observable

 

Unobservable

 

 

November 2, 2019

 

Assets

 

Inputs

 

Inputs

Description

 

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

State/Municipal Bonds

 

$

45,469

 

$

-

 

$

45,469

 

$

-

Corporate Bonds

 

 

88,992

 

 

-

 

 

88,992

 

 

-

U.S. Treasury/Agencies Notes and Bonds

 

 

36,235

 

 

-

 

 

36,235

 

 

-

Cash Surrender Value of Life Insurance

 

 

10,300

 

 

-

 

 

-

 

 

10,300

Asset-backed Securities (ABS)

 

 

34,244

 

 

-

 

 

34,244

 

 

-

Corporate Equities

 

 

737

 

 

737

 

 

-

 

 

-

Certificates of Deposit

 

 

100

 

 

100

 

 

-

 

 

-

Total Assets

 

$

216,077

 

$

837

 

$

204,940

 

$

10,300

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Compensation

 

 

(10,246)

 

 

-

 

 

-

 

 

(10,246)

Total Liabilities

 

$

(10,246)

 

$

-

 

$

-

 

$

(10,246)

 

 

 

 

 

 

 

 

 

 

 

 

 

16


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

Active

 

Significant

 

 

 

 

 

 

 

 

Markets for

 

Other

 

Significant

 

 

 

 

 

Identical

 

Observable

 

Unobservable

 

 

 

February 2, 2019

 

Assets

 

Inputs

 

Inputs

Description

 

 

 

Level 1

 

Level 2

 

Level 3

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

State/Municipal Bonds

 

$

54,346

 

$

-

 

$

54,346

 

$

-

Corporate Bonds

 

 

90,891

 

 

-

 

 

90,891

 

 

-

U.S. Treasury/Agencies Notes and Bonds

 

 

17,236

 

 

-

 

 

17,236

 

 

-

Cash Surrender Value of Life Insurance

 

 

9,093

 

 

-

 

 

-

 

 

9,093

Asset-backed Securities (ABS)

 

 

23,334

 

 

-

 

 

23,334

 

 

-

Corporate Equities

 

 

690

 

 

690

 

 

-

 

 

-

Certificates of Deposit

 

 

101

 

 

101

 

 

-

 

 

-

Total Assets

 

$

195,691

 

$

791

 

$

185,807

 

$

9,093

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Compensation

 

 

(8,908)

 

 

-

 

 

-

 

 

(8,908)

Total Liabilities

 

$

(8,908)

 

$

-

 

$

-

 

$

(8,908)

 

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 November 2, 2019 and February 2, 2019. The state, municipal and corporate bonds have contractual maturities which range from one month to 6.0 years. The U.S. Treasury Notes and Certificates of Deposit have contractual maturities which range from 13 days to 3.0 years. These securities are classified as available-for-sale and are recorded as Short-term investments, Restricted cash and Restricted short-term investments on the accompanying 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.

 

Additionally, at November 2, 2019, the Company had $0.7 million of corporate equities and deferred compensation plan assets of $10.3 million. At February 2, 2019, the Company had $0.7 million of corporate equities and deferred compensation plan assets of $9.1 million. 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 bonds, municipal bonds and asset-backed securities 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 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

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3 of the 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 Sheets. 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 as of November 2, 2019 and February 2, 2019 (in thousands):

 

 

Fair Value

 

Measurements Using

 

Significant Unobservable

 

Asset Inputs (Level 3)

 

Cash Surrender Value

Beginning Balance at February 2, 2019

$

9,093

Additions

 

706

Total gains or (losses)

 

 

Included in interest and other income (or changes in net assets)

 

501

Included in other comprehensive income

 

-

Ending Balance at November 2, 2019

$

10,300

 

 

 

 

Fair Value

 

Measurements Using

 

Significant Unobservable

 

Liability Inputs (Level 3)

 

Deferred Compensation

Beginning Balance at February 2, 2019

$

(8,908)

Additions

 

(645)

Total (gains) or losses

 

 

Included in interest and other income (or changes in net assets)

 

(693)

Included in other comprehensive income

 

-

Ending Balance at November 2, 2019

$

(10,246)

 

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Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

 

Fair Value

 

Measurements Using

 

Significant Unobservable

 

 

Asset Inputs (Level 3)

 

 

Cash Surrender Value

 

Beginning Balance at February 3, 2018

$

8,900

 

Additions

 

596

 

Total gains or (losses)

 

 

 

Included in interest and other income (or changes in net assets)

 

(403)

 

Included in other comprehensive income

 

-

 

Ending Balance at February 2, 2019

$

9,093

 

 

 

 

 

 

Fair Value

 

 

Measurements Using

 

 

Significant Unobservable

 

 

Liability Inputs (Level 3)

 

 

Deferred Compensation

 

Beginning Balance at February 3, 2018

$

(8,951)

 

Additions

 

(105)

 

Total (gains) or losses

 

 

 

Included in interest and other income (or changes in net assets)

 

148

 

Included in other comprehensive income

 

-

 

Ending Balance at February 2, 2019

$

(8,908)

 

19


Table of Contents

 

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:

 

 In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which modifies the measurement of expected credit losses of certain financial instruments. Topic 326 is effective for annual reporting periods beginning after December 15, 2019 with early adoption permitted. The Company is currently assessing the impact of the ASU on its financial statements.

 

NOTE 9 – INCOME TAXES:

 

The Company had an effective tax rate for the first nine months of 2019 of 14.3% compared to 7.9% for the first nine months of 2018. The increase in the effective tax rate for the first nine months was primarily due to higher pre-tax earnings, more taxable interest income, more non-deductible IRS Section 162(m) compensation, and a release of reserves for uncertain tax positions due to state audit settlements in the first quarter of 2018.

 

 

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 its 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 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.

 

 

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. Layaway sales are recorded as deferred revenue until the customer takes possession or forfeits the merchandise. Gift cards do not have expiration dates. 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

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

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. The Company estimated uncollectible amounts of $,670000 and $,681000 for the nine months ended November 2, 2019 and November 3, 2018, respectively, on sales purchased on the Company’s proprietary credit card of $20.3 million and $20.8 million for the nine months ended November 2, 2019 and November 3, 2018, respectively.

 

The following table provides information about receivables and contract liabilities from contracts with customers (in thousands):

 

 

 

Balance as of

 

 

November 2, 2019

 

 

February 2, 2019

 

 

 

 

 

 

Proprietary Credit Card Receivables, net

$

15,384

 

$

15,980

Gift Card Liability

$

5,092

 

$

7,721

 

NOTE 12 – LEASES:

 

The Company determines whether an arrangement is a lease at inception. The Company has operating leases for stores, offices and equipment. Its leases have remaining lease terms of one year to 10 years, some of which include options to extend the lease term for up to five years, and some of which 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, it 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):

 

 

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

November 2, 2019

 

 

November 2, 2019

 

 

 

 

 

 

Operating lease cost (a)

$

16,677

 

$

43,074

Variable lease cost (b)

$

466

 

$

1,580

ASC 840 prepaid rent expense (c)

$

39

 

$

6,051

 

 

 

 

 

 

(a) Includes contra right-of-use asset amortization of ($1.0) million and ($3.9) million for the three months and nine months ended November 2, 2019, respectively.

 

 

 

(b) Primarily related to monthly percentage rent for stores not presented on the balance sheet.

 

 

 

(c) Related to ASC 840 rent expense due to prepaid rent on the balance sheet as of February 3, 2019.

 

 

 

 

Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows (in thousands):

 

Operating cash flow information:

 

 

 

 

 

 

Nine Months Ended

 

 

November 2, 2019

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

$

40,921

Non-cash activity:

 

 

Right-of-use assets obtained in exchange for lease obligations

$

3,360

 

Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:

 

 

As of

 

November 2, 2019

 

 

Weighted-average remaining lease term

2.4 years

Weighted-average discount rate

4.64%

 

Maturities of lease liabilities by fiscal year for the Company’s operating leases are as follows (in thousands):

 

Fiscal Year

 

 

 

 

 

2019 (a)

$

11,861

2020

 

57,694

2021

 

43,258

2022

 

27,959

2023

 

19,634

Thereafter

 

20,504

Total lease payments

 

180,910

Less: Imputed interest

 

16,426

Present value of lease liabilities

$

164,484

 

 

 

(a) Excluding the nine months ended November 2, 2019.

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THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 2, 2019 AND NOVEMBER 3, 2018

 

 

 

As of February 2, 2019, the minimum rental commitments under non-cancelable operating leases are (in thousands):

 

 

 

 

 

Fiscal Year

 

 

 

 

 

 

 

2019

$

69,601

 

2020

 

51,943

 

2021

 

35,196

 

2022

 

21,242

 

2023

 

12,986

 

Thereafter

 

2,643

 

Total minimum lease payments

$

193,611

 

 

A summary of rent expense for the fiscal years ended February 2, 2019 and February 3, 2018 was as follows (in thousands):

 

Balance as of

 

 

February 2, 2019

 

 

February 3, 2018

 

 

 

 

 

 

Rent Expense

$

69,872

 

$

70,971

 

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Table of Contents

 

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 our fiscal year ending February 1, 2020 (“fiscal 2019”) and beyond, including, but not limited to, statements regarding expected amounts of capital expenditures and store openings, relocations, remodels 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 “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 the conditions that drive consumer confidence and spending, including, but not limited to, levels of unemployment, fuel, energy and food costs, wage rates, tax rates, interest rates, home values, consumer net worth and the availability of credit; changes in laws, regulations or governmental policies affecting our business, including tariffs; uncertainties regarding the impact of any governmental actions 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; adverse weather or similar conditions that may affect our sales or operations; inventory risks due to shifts in market demand, including the ability to liquidate excess inventory at anticipated margins; 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 2, 2019 (“fiscal 2018”), 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.

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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 “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 2, 2019. As disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” 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 allowance for doubtful accounts, inventory shrinkage, the calculation of potential asset impairment, workers’ compensation, general and auto insurance liabilities, reserves relating to self-insured health insurance, and uncertain tax positions.

 

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

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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:

 

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

 

 

Nine Months Ended

 

 

November 2, 2019

 

November 3, 2018

 

 

November 2, 2019

 

November 3, 2018

 

Total retail sales

100.0

%

100.0

%

 

100.0

%

100.0

%

Other revenue

1.1

 

1.1

 

 

1.1

 

1.0

 

Total revenues

101.1

 

101.1

 

 

101.1

 

101.0

 

Cost of goods sold (exclusive of depreciation)

62.6

 

65.5

 

 

61.3

 

62.6

 

Selling, general and administrative (exclusive of depreciation)

34.2

 

32.9

 

 

31.3

 

31.2

 

Depreciation

2.0

 

2.2

 

 

1.8

 

2.0

 

Interest and other income

(0.9)

 

(0.7)

 

 

(0.7)

 

(0.6)

 

Income before income taxes

3.2

 

1.3

 

 

7.3

 

5.8

 

Net income

3.2

 

2.0

 

 

6.2

 

5.3

 

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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):

 

Comparison of the Three and Nine Months ended November 2, 2019 with November 3, 2018

 

Total retail sales for the third quarter were $189.4 million compared to last year’s third quarter sales of $187.9 million, a 0.8% increase. The Company’s sales increase in the third quarter of fiscal 2019 is primarily due to a 4% increase in same-store sales partially offset by closed stores. For the nine months ended November 2, 2019, total retail sales were $627.8 million compared to last year’s comparable nine month sales of $630.8 million. Sales in the first nine months of fiscal 2019 decreased slightly primarily due to closed stores, partially offset by a 2% increase in same-store sales. 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 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 3% of sales for the nine months ended November 2, 2019 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, gift card breakage and layaway fees), were $191.5 million and $634.5 million for the three and nine months ended November 2, 2019, respectively, compared to $190.0 million and $637.2 million for the three and nine months ended November 3, 2018, respectively. The Company operated 1,298 stores at November 2, 2019 compared to 1,350 stores at the end of last year’s third quarter. During the first nine months of fiscal 2019, the Company closed 13 stores. In total, the Company currently expects to open up to five stores and close about 38 stores in fiscal 2019.

 

Credit revenue of $0.9 million represented 0.5% of total revenues in the third quarter of fiscal 2019, compared to the third quarter of fiscal 2018 credit revenue of $1.0 million or 0.5% 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 third quarter of fiscal 2019, compared to last year’s third quarter expense of $0.6 million.

 

Other revenue in total, as included in total revenues, was $2.2 million and $6.7 million for the three and nine months ended November 2, 2019, respectively, compared to $2.1 million and $6.5 million for the prior year’s comparable three and nine month periods. The overall increase in the three and nine months ended November 2, 2019 is primarily due to increases in e-commerce shipping revenues.

 

Cost of goods sold was $118.6 million, or 62.6% of retail sales and $385.1 million, or 61.3% of retail sales for the three and nine months ended November 2, 2019, respectively, compared to $123.0 million, or 65.5% of retail sales and $395.1 million, or 62.6% of retail sales for the comparable three and nine month periods of fiscal 2018. The overall decrease in cost of goods sold as a percent of retail sales for the third quarter of fiscal 2019 resulted primarily from higher penetration of regular price sales. In addition, occupancy costs as a percent of retail sales decreased. 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) increased by 8.9% to $70.7 million for the third quarter of fiscal 2019 and increased by 3.0% to $242.7 million for the first nine months of fiscal 2019 compared to $64.9 million and

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Table of Contents

 

THE CATO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

 

 

 

$235.7 million for the comparable three and nine months of fiscal 2018. 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 $64.7 million, or 34.2% of retail sales and $196.7 million, or 31.3% of retail sales for the third quarter and first nine months of fiscal 2019, respectively, compared to $61.8 million, or 32.9% of retail sales and $196.6 million, or 31.2% of retail sales for the prior year’s comparable three and nine month periods. The increase in SG&A expense for the third quarter of fiscal 2019 was primarily attributable to higher incentive compensation in 2019 and favorable litigation settlements in the prior year. The slight increase in SG&A expense for the first nine months of fiscal 2019 was primarily attributable to higher incentive compensation partially offset by lower insurance cost.

 

Depreciation expense was $3.8 million, or 2.0% of retail sales and $11.5 million, or 1.8% of retail sales for the third quarter and first nine months of fiscal 2019, respectively, compared to $4.1 million, or 2.2% of retail sales and $12.5 million or 2.0% of retail sales for the comparable three and nine month periods of fiscal 2018, respectively.

 

Interest and other income was $1.7 million, or 0.9% of retail sales and $4.5 million, or 0.7% of retail sales for the three and nine months ended November 2, 2019, respectively, compared to $1.4 million, or 0.7% of retail sales and $3.6 million, or 0.6% of retail sales for the comparable three and nine month periods of fiscal 2018, respectively. The increase for the first nine months of fiscal 2019 compared to 2018 is primarily attributable to an increase in short-term investments.

 

Income tax expense was $0.1 million and $6.5 million for the third quarter and first nine months of fiscal 2019, respectively, compared to an income tax benefit of $1.3 million and income tax expense of $2.9 million for the comparable three and nine month periods of fiscal 2018, respectively. For the first nine months of 2019, the Company’s effective tax rate was 14.3%. The increase in the 2019 tax rate was primarily due to higher pre-tax earnings, more taxable interest income, more non-deductible IRS Section 162(m) compensation, an increase in state income taxes due to less credits in 2019 and a release of reserves for uncertain tax positions due to state audit settlements in the first quarter of 2018.

 

LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK:

 

The Company has consistently maintained a strong liquidity position. Cash provided by operating activities during the first nine months of fiscal 2019 was $49.3 million as compared to $54.2 million in the first nine months of fiscal 2018. 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 November 2, 2019 and February 2, 2019.

 

Cash provided by operating activities for the first nine months of fiscal 2019 was primarily generated by earnings adjusted for depreciation and changes in working capital. The decrease in cash provided by operating activities of $4.9 million for the first nine months of fiscal 2019 as compared to the first nine months of fiscal 2018 was primarily due to a decrease in accounts payable and accrued expenses and an increase in inventory and other assets, partially offset by a decrease in prepaid assets and accounts receivable and an increase in net income.

 

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THE CATO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

 

 

 

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, expected capital expenditures, dividends and share repurchases for fiscal 2019 and the next 12 months.

 

At November 2, 2019, the Company had working capital of $187.5 million compared to $229.5 million at February 2, 2019.

 

At November 2, 2019 and February 2, 2019, the Company had an unsecured revolving credit agreement, which provides for borrowings of up to $35.0 million, less the value of revocable letters of credit discussed below. The revolving credit agreement is committed until May 2022. 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 November 2, 2019. There were no borrowings outstanding under the credit facility as of November 2, 2019 and February 2, 2019.

 

At November 2, 2019 and February 2, 2019, the Company had no outstanding revocable letters of credit relating to purchase commitments.

 

Expenditures for property and equipment totaled $4.9 million in the first nine months of fiscal 2019, compared to $3.2 million in last fiscal year’s first nine months. The expenditures for the first nine months of fiscal 2019 were primarily for additional investments in home office, stores, distribution center, cars and information technology. For the full fiscal 2019 year, the Company expects to invest approximately $8.0 million for capital expenditures.

 

Net cash used in investing activities totaled $22.2 million in the first nine months of fiscal 2019 compared to net cash used of $68.1 million by investing activities in the comparable period of 2018. The decrease in net cash used in investing activities in 2019 is primarily attributable to the decrease in net purchases of short-term investments.

 

Net cash used in financing activities totaled $28.9 million in the first nine months of fiscal 2019 compared to $37.1 million used in the comparable period of fiscal 2018. The decrease in net cash used in financing activities was primarily due to lower share repurchase amounts.

 

As of November 2, 2019, the Company had 1,681,622 shares remaining in open authorizations under its share repurchase program.

 

On November 21, 2019, the Board of Directors maintained the quarterly dividend at $0.33 per share.

 

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 November 2, 2019 and February 2, 2019. The state, municipal and corporate bonds have contractual maturities which range from one month to 6.0 years. The U.S. Treasury Notes and Certificates of Deposit have contractual maturities which range from 13 days to 3.0 years. These securities are classified as available-for-sale and are recorded as Short-term investments, Restricted cash and Restricted short-term investments on the accompanying 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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

 

 

 

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.

 

Additionally, at November 2, 2019, the Company had $0.7 million of corporate equities and deferred compensation plan assets of $10.3 million. At February 2, 2019, the Company had $0.7 million of corporate equities and deferred compensation plan assets of $9.1 million. 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.

 

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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 November 2, 2019. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of November 2, 2019, 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 November 2, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

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 2, 2019. 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 November 2, 2019:

 

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)

August 2019

 

-

 

$

-

 

-

 

 

September 2019

 

121,326

 

 

16.99

 

121,326

 

 

October 2019

 

8,013

 

 

16.99

 

8,013

 

 

Total

 

129,339

 

$

16.99

 

129,339

 

1,681,622

 

(1) Prices include trading costs.

 

(2) As of August 3, 2019, the Company’s share repurchase program had 1,810,961 shares remaining in open authorizations. During the third quarter ending November 2, 2019, the Company repurchased and retired 129,339 shares under this program for approximately $2,197,601 or an average market price of $16.99 per share. As of the third quarter ending November 2, 2019, the Company had 1,681,622 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

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PART II OTHER INFORMATION

ITEM 4.  MINE SAFETY DISCLOSURES:

 

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.

 

 

 

 

 

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.

 

 

 

101.1*

 

The following materials from Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 2, 2019, formatted in XBRL: (i) Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months and Nine Months Ended November 2, 2019 and November 3, 2018; (ii) Condensed Consolidated Balance Sheets at November 2, 2019 and February 2, 2019; (iii) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 2, 2019 and November 3, 2018; (iv) Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended November 2, 2019 and November 3, 2018; and (v) Notes to Condensed Consolidated Financial Statements.

 

* Submitted electronically herewith.

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PART II OTHER INFORMATION

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

 

 

November 26, 2019

 

/s/ John P. D. Cato

Date

 

John P. D. Cato

Chairman, President and

Chief Executive Officer

 

 

 

 

November 26, 2019

 

/s/ John R. Howe

Date

 

John R. Howe

Executive Vice President

Chief Financial Officer