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CATO CORP - Quarter Report: 2023 April (Form 10-Q)

cato23qtr1q
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
 
20549
FORM
10-Q
QUARTERLY REPORT PURSUANT
 
TO SECTION
 
13 OR 15(d)
 
OF THE SECURITIES
 
EXCHANGE
 
ACT OF
1934
For the quarterly period ended
April 29, 2023
OR
TRANSITION
 
REPORT PURSUANT
 
TO SECTION
 
13 OR 15(d)
 
OF THE SECURITIES
 
EXCHANGE
 
ACT OF
1934
For the transition period from ________________to__________________
Commission file number
 
1-31340
 
THE CATO CORPORATION
(Exact name of registrant as specified in its
 
charter)
Delaware
56-0484485
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
8100 Denmark Road
,
Charlotte
,
North Carolina
28273-5975
(Address of principal executive offices)
(Zip Code)
(704)
554-8510
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if
 
changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
Indicate
 
by check
 
mark
 
whether
 
the
 
registrant
 
(1)
 
has
 
filed
 
all
 
reports
 
required
 
to
 
be
 
filed
 
by Section
 
13
 
or
 
15(d)
 
of
 
the
 
Securities
Exchange Act of 1934
 
during the preceding 12
 
months (or for such shorter
 
period that the registrant
 
was required to file such
 
reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes
X
No
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
has
 
submitted
 
electronically
 
every
 
Interactive
 
Data
 
File
 
required
 
to
 
be
 
submitted
pursuant to Rule
 
405 of Regulation
 
S-T 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,
 
smaller reporting
company,
 
or
 
an
 
emerging
 
growth
 
company.
 
See
 
the
 
definitions
 
of
 
“large
 
accelerated
 
filer,”
 
“accelerated
 
filer,”
 
“smaller
 
reporting
company,” and “emerging growth
 
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
 
 
Non-accelerated filer
 
Smaller reporting company
 
Emerging growth company
If
 
an
 
emerging
 
growth
 
company,
 
indicate
 
by
 
check
 
mark
 
if
 
the
 
registrant
 
has
 
elected
 
not
 
to
 
use
 
the
 
extended
 
transition
 
period
 
for
complying with any new or revised financial accounting standards provided
 
pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b
 
-2 of the Exchange Act).
As of April 29, 2023, there were
18,479,615
 
shares of Class A common stock and
1,763,652
 
shares of Class B common stock outstanding.
1
THE CATO CORPORATION
FORM 10-Q
Quarter Ended April 29, 2023
Table
 
of Contents
Page No.
PART
 
I – FINANCIAL INFORMATION
 
(UNAUDITED)
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Statements of Income and Comprehensive Income
2
For the Three Months Ended
 
April 29, 2023 and April 30, 2022
Condensed Consolidated Balance Sheets
3
At April 29, 2023 and
 
January 28, 2023
 
Condensed Consolidated Statements of Cash Flows
4
For the Three Months Ended April 29, 2023 and
 
April 30, 2022
Condensed Consolidated Statements of Stockholders’ Equity
5
For the Three Months Ended April 29, 2023 and
 
April 30, 2022
Notes to Condensed Consolidated Financial Statements
6 - 18
Item 2.
Management’s Discussion and Analysis
 
of Financial Condition and Results
of Operations
19 - 25
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
26
Item 4.
Controls and Procedures
26
PART
 
II – OTHER INFORMATION
Item 1.
Legal Proceedings
27
Item 1A.
Risk Factors
27
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
27
Item 3.
Defaults Upon Senior Securities
27
Item 4.
Mine Safety Disclosures
28
Item 5.
Other Information
28
Item 6.
Exhibits
28
Signatures
29
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
PART
 
I FINANCIAL INFORMATION
ITEM 1.
 
FINANCIAL STATEMENTS
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF INCOME AND
COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
April 29, 2023
April 30, 2022
(Dollars in thousands, except per share data)
REVENUES
 
Retail sales
$
190,311
$
204,933
 
Other revenue (principally finance charges, late fees and
 
layaway charges)
1,739
1,788
 
Total revenues
192,050
206,721
COSTS AND EXPENSES, NET
 
Cost of goods sold (exclusive of depreciation shown below)
122,087
132,243
 
Selling, general and administrative (exclusive of depreciation
 
shown below)
61,934
60,441
 
Depreciation
2,357
2,743
 
Interest and other income
(897)
(403)
 
Costs and expenses, net
185,481
195,024
Income before income taxes
6,569
11,697
Income tax expense
2,141
1,949
Net income
$
4,428
$
9,748
Basic earnings per share
$
0.22
$
0.46
Diluted earnings per share
$
0.22
$
0.46
Comprehensive income:
Net income
$
4,428
$
9,748
Unrealized gain (loss) on available-for-sale securities, net
 
 
of deferred income taxes of $
107
 
and an income tax benefit of $
362
355
(1,206)
 
for April 29, 2023 and April 30, 2022, respectively
Comprehensive income
$
4,783
$
8,542
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
April 29, 2023
January 28, 2023
(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents
 
$
39,642
$
20,005
Short-term investments
 
87,750
108,652
Restricted cash
3,826
3,787
Accounts receivable, net of allowance for customer credit losses of
 
$
761
 
and $
761
 
at April 29, 2023 and January 28, 2023, respectively
28,192
26,497
Merchandise inventories
 
106,813
112,056
Prepaid expenses and other current assets
7,298
6,676
 
Total Current Assets
 
273,521
277,673
Property and equipment – net
 
74,187
70,382
Deferred income taxes
9,938
9,213
Other assets
 
21,478
21,596
Right-of-Use assets – net
 
155,512
174,276
 
Total Assets
 
$
534,636
$
553,140
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
 
$
88,508
$
91,956
Accrued expenses
 
42,593
41,338
Accrued bonus and benefits
 
2,154
1,690
Accrued income taxes
 
2,679
613
Current lease liability
49,707
67,360
 
Total Current Liabilities
 
185,641
202,957
Other noncurrent liabilities
16,449
16,183
Lease liability
105,765
107,407
Stockholders' Equity:
Preferred stock, $
100
 
par value per share,
100,000
 
shares
 
authorized, none issued
 
-
-
Class A common stock, $
0.033
 
par value per share,
50,000,000
 
shares authorized;
18,479,615
 
and
18,723,225
 
shares issued
 
at April 29, 2023 and January 28, 2023, respectively
624
632
Convertible Class B common stock, $
0.033
 
par value per share,
 
15,000,000
 
shares authorized;
1,763,652
 
and
 
1,763,652
 
shares issued at April 29, 2023 and January 28, 2023, respectively
59
59
Additional paid-in capital
 
123,555
122,431
Retained earnings
 
103,426
104,709
Accumulated other comprehensive income
 
(883)
(1,238)
 
Total Stockholders' Equity
 
226,781
226,593
 
Total Liabilities and Stockholders’ Equity
 
$
534,636
$
553,140
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF CASH FLOWS
(UNAUDITED)
Three Months Ended
April 29, 2023
April 30, 2022
(Dollars in thousands)
Operating Activities:
Net income
$
4,428
$
9,748
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation
2,357
2,743
Provision for customer credit losses
98
72
Purchase premium and premium amortization of investments
(18)
388
Share-based compensation
958
624
Deferred income taxes
(832)
-
(Gain) Loss on disposal of property and equipment
(33)
16
Changes in operating assets and liabilities which provided (used) cash:
 
Accounts receivable
(1,793)
(4,382)
 
Merchandise inventories
5,243
(2,669)
 
Prepaid and other assets
(618)
474
 
Operating lease right-of-use assets and liabilities
(532)
(590)
 
Accrued income taxes
2,066
1,142
 
Accounts payable, accrued expenses and other liabilities
(1,429)
(8,331)
Net cash provided (used) by operating activities
9,895
(765)
Investing Activities:
Expenditures for property and equipment
 
(6,170)
(4,440)
Purchase of short-term investments
(5,914)
(1,529)
Sales of short-term investments
27,421
25,566
Net cash provided (used) by investing activities
15,337
19,597
Financing Activities:
Dividends paid
(3,455)
(3,638)
Repurchase of common stock
(2,267)
(9,162)
Proceeds from employee stock purchase plan
166
91
Net cash provided (used) by financing activities
(5,556)
(12,709)
Net increase (decrease) in cash, cash equivalents, and restricted cash
19,676
6,123
Cash, cash equivalents, and restricted cash at beginning of period
23,792
23,678
Cash, cash equivalents, and restricted cash at end of period
 
$
43,468
$
29,801
Non-cash activity:
Accrued other assets and property and equipment
$
644
$
2,971
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
5
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
(Dollars in thousands)
Balance — January 28, 2023
$
691
$
122,431
$
104,709
$
(1,238)
$
226,593
Comprehensive income:
 
Net income
-
-
4,428
-
4,428
 
Unrealized net gains on available-for-sale securities, net of deferred
 
 
income tax expense of $
107
-
-
-
355
355
Dividends paid ($
0.17
 
per share)
-
-
(3,455)
-
(3,455)
Class A common stock sold through employee stock purchase
 
plan
-
195
-
-
195
Share-based compensation issuances and exercises
-
-
3
-
3
Share-based compensation expense
-
929
-
-
929
Repurchase and retirement of treasury shares
(8)
-
(2,259)
-
(2,267)
Balance — April 29, 2023
$
683
$
123,555
$
103,426
$
(883)
$
226,781
Accumulated
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
(Dollars in thousands)
Balance — January 29, 2022
$
728
$
119,540
$
134,208
$
(280)
$
254,196
Comprehensive income:
 
Net income
-
-
9,748
-
9,748
 
Unrealized net losses on available-for-sale securities, net of deferred
 
 
income tax benefit of $
362
-
-
-
(1,206)
(1,206)
Dividends paid ($
0.17
 
per share)
-
-
(3,638)
-
(3,638)
Class A common stock sold through employee stock purchase
 
plan
-
111
-
-
111
Share-based compensation issuances and exercises
-
-
5
-
5
Share-based compensation expense
-
598
-
-
598
Repurchase and retirement of treasury shares
(20)
-
(9,142)
-
(9,162)
Balance — April 30, 2022
$
708
$
120,249
$
131,181
$
(1,486)
$
250,652
See notes to condensed consolidated financial statements (unaudited).
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
6
NOTE 1 - GENERAL
:
The condensed
 
consolidated financial
 
statements as
 
of April
 
29, 2023
 
and for
 
the thirteen-week
 
periods
ended
 
April 29,
 
2023 and
 
April
 
30,
 
2022
 
have been
 
prepared from
 
the
 
accounting records
 
of
 
The
 
Cato
Corporation and
 
its wholly-owned
 
subsidiaries (the
 
“Company”), and
 
all amounts
 
shown are
 
unaudited.
 
In the opinion of management, all adjustments considered necessary for a fair 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
January 28, 2023.
 
Amounts as of January 28, 2023 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 May 18, 2023, the Board of Directors maintained the quarterly dividend at
 
$
0.17
 
per share.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
7
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
April 29, 2023
April 30, 2022
(Dollars in thousands)
Numerator
Net earnings
$
4,428
$
9,748
Earnings allocated to non-vested equity awards
(227)
(541)
Net earnings available to common stockholders
$
4,201
$
9,207
Denominator
Basic weighted average common shares outstanding
19,303,048
20,149,201
Diluted weighted average common shares outstanding
19,303,048
20,149,201
Net income per common share
Basic earnings per share
$
0.22
$
0.46
Diluted earnings per share
$
0.22
$
0.46
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
8
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 April 29, 2023:
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at January 28, 2023
$
(1,238)
 
Other comprehensive income (loss) before
 
 
reclassification
355
 
Amounts reclassified from accumulated
 
other comprehensive income
-
Net current-period other comprehensive income (loss)
355
Ending Balance at April 29, 2023
$
(883)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income ("OCI").
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
three months ended April 30, 2022:
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at January 29, 2022
$
(280)
 
Other comprehensive income (loss) before
 
 
reclassification
(1,203)
 
Amounts reclassified from accumulated
 
other comprehensive income (b)
(3)
Net current-period other comprehensive income (loss)
(1,206)
Ending Balance at April 30, 2022
$
(1,486)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income ("OCI").
(b) Includes
$4
 
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
$1
.
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
9
NOTE 4 – FINANCING ARRANGEMENTS:
At
 
April
 
29,
 
2023,
 
the
 
Company
 
had
 
an
 
unsecured
 
revolving
 
credit
 
agreement,
 
which
 
provided
 
for
borrowings of
 
up to
 
$
35.0
 
million less
 
the balance
 
of any
 
revocable letters
 
of credit
 
related to
 
purchase
commitments,
 
and
 
was
 
committed
 
through
 
May
 
2027.
 
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
 
April
 
29,
 
2023.
 
There
 
were
no
 
borrowings
 
outstanding,
 
nor
 
any
 
outstanding
letters of
 
credit that
 
reduced borrowing availability,
 
as of
 
April 29,
 
2023.
 
The weighted
 
average interest
rate under the credit facility was
zero
 
at April 29, 2023 due to
no
 
outstanding borrowings.
NOTE 5 – REPORTABLE SEGMENT INFORMATION:
The
 
Company
 
has
 
determined
 
that
 
it
 
has
 
four
 
operating
 
segments,
 
as
 
defined
 
under
 
ASC
 
280
 
Segment
Reporting
, including Cato,
 
It’s Fashion, Versona
 
and Credit.
 
As outlined in
 
ASC 280-10, the
 
Company has
two
 
reportable segments: Retail and Credit.
 
The Company has aggregated its
three
 
retail operating segments,
including
 
e-commerce,
 
based
 
on the
 
aggregation
 
criteria
 
outlined in
 
ASC
 
280-10, which
 
states that
 
two
 
or
more operating segments may be aggregated into a single reportable segment if aggregation is consistent with
the
 
objective
 
and
 
basic
 
principles
 
of
 
ASC
 
280-10,
 
which
 
require
 
the
 
segments
 
to
 
have
 
similar
 
economic
characteristics, products, production processes, clients and
 
methods of distribution.
 
The
 
Company’s
 
retail
 
operating
 
segments
 
have
 
similar
 
economic
 
characteristics
 
and
 
similar
 
operating,
financial and
 
competitive risks.
 
The products
 
sold in each
 
retail operating
 
segment are
 
similar in
 
nature, as
they
 
all
 
offer
 
women’s
 
apparel,
 
shoes
 
and
 
accessories.
 
Merchandise
 
inventory
 
of
 
the
 
Company’s
 
retail
operating
 
segments
 
is
 
sourced
 
from
 
the
 
same
 
countries
 
and
 
some
 
of
 
the
 
same
 
vendors,
 
using
 
similar
production processes.
 
Merchandise for the Company’s retail operating segments is distributed to retail stores
in
 
a
 
similar
 
manner
 
through
 
the
 
Company’s
 
single
 
distribution
 
center
 
and
 
is
 
subsequently
 
distributed
 
to
clients in a similar manner.
 
The
 
Company
 
operates
 
its
 
women’s
 
fashion
 
specialty
 
retail
 
stores
 
in
32
 
states
 
as
 
of
 
April
 
29,
 
2023,
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
10
NOTE 5 – REPORTABLE SEGMENT INFORMATION
 
(CONTINUED):
The following schedule summarizes certain segment
 
information (in thousands):
Three Months Ended
April 29, 2023
Retail
Credit
Total
Revenues
$191,434
$616
$192,050
Depreciation
2,357
-
2,357
Interest and other income
(897)
-
(897)
Income before taxes
6,382
187
6,569
Capital expenditures
6,170
-
6,170
Three Months Ended
April 30, 2022
Retail
Credit
Total
Revenues
$206,208
$513
$206,721
Depreciation
2,743
-
2,743
Interest and other income
(403)
-
(403)
Income before taxes
11,613
84
11,697
Capital expenditures
4,440
-
4,440
Retail
Credit
Total
Total assets as of April 29, 2023
$495,730
$38,906
$534,636
Total assets as of January 28, 2023
514,609
38,531
553,140
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
April 29, 2023
April 30, 2022
Payroll
$
134
$
137
Postage
101
93
Other expenses
194
199
Total expenses
$
429
$
429
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
11
NOTE 6 – SHARE BASED COMPENSATION:
As of
 
April 29,
 
2023, the
 
Company had
 
two long-term
 
compensation plans
 
pursuant to
 
which stock-based
compensation
 
was
 
outstanding
 
or
 
could
 
be
 
granted.
 
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 April 29,
 
2023:
 
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:
 
 
 
April 29, 2023
-
3,473,475
3,473,475
In
 
accordance
 
with
 
ASC
 
718
 
Compensation–Stock Compensation
,
 
the
 
fair
 
value
 
of
 
current
 
restricted
stock awards
 
is estimated
 
on the
 
date of
 
grant based
 
on the
 
market price
 
of the
 
Company’s
 
stock and
 
is
amortized to
 
compensation expense
 
on a
 
straight-line basis
 
over the
 
related vesting
 
periods. As
 
of April
29,
 
2023
 
and
 
January
 
28,
 
2023,
 
there
 
was
 
$
9,329,000
 
and
 
$
10,543,000
,
 
respectively,
 
of
 
total
unrecognized compensation
 
expense related
 
to
 
unvested restricted
 
stock awards,
 
which had
 
a remaining
weighted-average vesting period of
1.9
 
years and
2.1
 
years, respectively. The
 
total compensation expense
during the
 
three months
 
ended April
 
29, 2023
 
was $
932,000
 
compared to
 
$
603,000
 
for the
 
three months
ended
 
April
 
30,
 
2022.
 
These
 
expenses
 
are
 
classified
 
as
 
a
 
component
 
of
 
Selling,
 
general
 
and
administrative expenses in the Condensed Consolidated Statements of Income.
The following
 
summary shows the
 
changes in the
 
shares of
 
unvested restricted
 
stock outstanding
 
during the
three months ended April
 
29, 2023:
Weighted
Average
Number of
Grant Date Fair
Shares
Value
 
Per Share
Restricted stock awards at January 28, 2023
1,059,433
$
13.10
 
Granted
-
-
Vested
-
-
Forfeited or expired
(12,414)
13.45
 
Restricted stock awards at April 29, 2023
1,047,019
$
13.09
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
12
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 three months ended April 29, 2023 and
 
April 30, 2022,
the Company sold
22,194
 
and
9,468
 
shares to employees at an average discount of $
1.32
 
and $
2.21
 
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
 
$
29,000
 
and
 
$
21,000
 
for
 
the
three
 
months
 
ended
 
April
 
29,
 
2023
 
and
 
April
 
30,
 
2022,
 
respectively.
 
These
 
expenses
 
are
 
classified
 
as
 
a
component
 
of
 
Selling,
 
general
 
and
 
administrative
 
expenses
 
in
 
the
 
Condensed
 
Consolidated
 
Statements
 
of
Income.
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 April 29, 2023 and January
 
28, 2023:
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
April 29, 2023
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
 
State/Municipal Bonds
$
22,187
$
-
$
22,187
$
-
 
Corporate Bonds
40,057
-
40,057
-
 
U.S. Treasury/Agencies Notes and Bonds
16,541
-
16,541
-
 
Cash Surrender Value of Life Insurance
9,281
-
-
9,281
 
Asset-backed Securities (ABS)
7,925
-
7,925
-
 
Corporate Equities
801
801
-
-
 
Commercial Paper
1,039
-
1,039
-
Total Assets
$
97,831
$
801
$
87,749
$
9,281
Liabilities:
 
Deferred Compensation
$
(8,731)
$
-
$
-
$
(8,731)
Total Liabilities
$
(8,731)
$
-
$
-
$
(8,731)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
13
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
January 28,
2023
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
 
State/Municipal Bonds
$
23,102
$
-
$
23,102
$
-
 
Corporate Bonds
47,901
-
47,901
-
 
U.S. Treasury/Agencies Notes and Bonds
27,250
-
27,250
-
 
Cash Surrender Value of Life Insurance
9,274
-
-
9,274
 
Asset-backed Securities (ABS)
9,373
-
9,373
-
 
Corporate Equities
923
923
-
-
 
Commercial Paper
1,026
-
1,026
-
Total Assets
$
118,849
$
923
$
108,652
$
9,274
Liabilities:
 
Deferred Compensation
$
(8,903)
$
-
$
-
$
(8,903)
Total Liabilities
$
(8,903)
$
-
$
-
$
(8,903)
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
 
April 29,
2023
 
and
 
January
 
28,
 
2023.
 
The
 
state,
 
municipal
 
and
 
corporate
 
bonds
 
and
 
asset-backed
 
securities
 
have
contractual maturities
 
which range
 
from
two days
 
to
3.6
 
years. The
 
U.S. Treasury
 
Notes and
 
Certificates of
Deposit have contractual maturities
 
which range from
one day
 
to
2.8
 
years. These securities are
 
classified as
available-for-sale
 
and
 
are
 
recorded
 
as
 
Short-term
 
investments,
 
Restricted
 
cash
 
and
 
Other
 
assets
 
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
 
April
 
29,
 
2023,
 
the
 
Company
 
had
 
$
0.8
 
million
 
of
 
corporate
 
equities
 
and
 
deferred
compensation plan assets
 
of $
9.3
 
million.
 
At January 28,
 
2023, the Company
 
had $
0.9
 
million of corporate
equities and deferred compensation
 
plan assets of $
9.3
 
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
 
and
 
municipal
 
bonds
 
for
 
which
 
quoted
 
prices
 
may
 
not
 
be
 
available
 
on
 
active
exchanges
 
for
 
identical
 
instruments.
 
Their
 
fair
 
value
 
is
 
principally
 
based
 
on
 
market
 
values
 
determined
 
by
management
 
with
 
assistance
 
of
 
a
 
third-party
 
pricing
 
service.
 
Since
 
quoted
 
prices
 
in
 
active
 
markets
 
for
identical assets are
 
not available, these
 
prices are determined
 
by the pricing
 
service using observable
 
market
information
 
such
 
as
 
quotes
 
from
 
less
 
active
 
markets
 
and/or
 
quoted
 
prices
 
of
 
securities
 
with
 
similar
characteristics, among other factors.
Deferred compensation plan
 
assets consist of
 
life insurance policies.
 
These life insurance
 
policies are valued
based on the cash surrender value of the insurance contract, which is determined based on
 
such factors as the
fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3
 
of the
valuation
 
hierarchy.
 
The
 
Level
 
3
 
liability
 
associated
 
with
 
the
 
life
 
insurance
 
policies
 
represents
 
a
 
deferred
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
14
compensation obligation,
 
the value
 
of which
 
is tracked
 
via underlying
 
insurance funds’
 
net asset
 
values, as
recorded
 
in
 
Other
 
noncurrent
 
liabilities
 
in
 
the
 
Condensed
 
Consolidated
 
Balance
 
Sheet.
 
These
 
funds
 
are
designed to mirror mutual funds and money
 
market funds that are observable and
 
actively traded.
 
The
 
following
 
tables
 
summarize
 
the
 
change
 
in
 
fair
 
value
 
of
 
the
 
Company’s
 
financial
 
assets
 
and
 
liabilities
measured using Level 3 inputs as of April
 
29, 2023 and January 28, 2023
 
(dollars in thousands):
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Beginning Balance at January 28, 2023
$
9,274
Redemptions
-
Additions
-
Total gains or (losses)
 
Included in interest and other income (or changes in net assets)
7
 
Included in other comprehensive income
-
Ending Balance at April 29, 2023
$
9,281
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred Compensation
Beginning Balance at January 28, 2023
$
(8,903)
 
Redemptions
292
 
Additions
(82)
 
Total (gains) or losses
 
Included in interest and other income (or changes in net assets)
(38)
 
Included in other comprehensive income
-
Ending Balance at April 29, 2023
$
(8,731)
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Beginning Balance at January 29, 2022
$
11,472
Redemptions
(1,718)
Additions
-
 
Total gains or (losses)
 
Included in interest and other income (or changes in net assets)
(480)
 
Included in other comprehensive income
-
Ending Balance at January 28, 2023
$
9,274
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
15
Deferred Compensation
Beginning Balance at January 29, 2022
$
(10,020)
 
Redemptions
1,142
 
Additions
(379)
 
Total (gains) or losses
 
Included in interest and other income (or changes in net assets)
354
 
Included in other comprehensive income
-
Ending Balance at January 28, 2023
$
(8,903)
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
16
NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:
The
 
Company
 
has
 
reviewed
 
recent
 
accounting
 
pronouncements
 
and
 
believe
 
none
 
will
 
have
 
a
 
material
impact on the Company’s financial statements.
NOTE 9 – INCOME TAXES:
The Company had an effective tax rate for the
 
first quarter of 2023 of
32.6
% compared to an effective tax
rate of
16.7
% for the first quarter of 2022. The increase in the 2023 first quarter tax
 
rate was primarily due
to
 
higher
 
Global
 
Intangible
 
Low-taxed
 
Income
 
(GILTI),
 
partially
 
offset
 
by
 
the
 
foreign
 
rate
 
differential
and offshore claim, as a percentage on lower pre-tax earnings.
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 its
 
condensed consolidated
 
financial statements.
 
However,
 
given the
 
inherent
uncertainties
 
involved
 
in
 
such
 
matters,
 
an
 
adverse
 
outcome
 
in
 
one
 
or
 
more
 
of
 
such
 
matters
 
could
materially and adversely affect the Company’s
 
financial condition, results of operations and cash flows in
any
 
particular
 
reporting
 
period.
 
The
 
Company
 
accrues
 
for
 
these
 
matters
 
when
 
the
 
liability
 
is
 
deemed
probable and reasonably estimable.
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
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.
No
ne
 
of the
 
credit card
 
receivables are
 
secured.
 
The
 
Company
estimated customer credit losses of
 
$
121,000
 
and $
86,000
 
for the periods ended April
 
29, 2023 and April
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
17
30, 2022,
 
respectively,
 
on sales
 
purchased by
 
the Company’s
 
proprietary credit
 
card of
 
$
5.8
 
million and
$
5.7
 
million for the periods ended April 29, 2023 and April 30, 2022, respectively.
The
 
following
 
table
 
provides
 
information
 
about
 
receivables
 
and
 
contract
 
liabilities
 
from
 
contracts
 
with
customers (in thousands):
Balance as of
April 29, 2023
January 28, 2023
Proprietary Credit Card Receivables, net
$
10,749
$
10,553
Gift Card Liability
$
7,296
$
8,523
NOTE 12 – LEASES:
The
 
Company determines
 
whether
 
an
 
arrangement
 
is
 
a
 
lease
 
at
 
inception.
 
The
 
Company
 
has
 
operating
leases for
 
stores,
 
offices,
 
warehouse space
 
and equipment.
 
Its leases
 
have remaining
 
lease terms
 
of
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,
 
the
 
Company
 
uses
 
its
 
estimated
incremental
 
borrowing
 
rate
 
based
 
on
 
the
 
information
 
available
 
at
 
commencement
 
date
 
of
 
the
 
lease
 
in
determining the present value of lease payments.
The components of lease cost are shown below (in thousands):
`
Three Months Ended
April 29, 2023
April 30, 2022
Operating lease cost (a)
$
18,078
$
17,754
Variable
 
lease cost (b)
$
594
$
768
(a) Includes right-of-use asset amortization of ($
0.3
) million and ($
0.4
) million for the three months ended
April 29, 2023 and April 30, 2022, respectively.
(b) Primarily relates to monthly percentage rent for stores not presented on the balance sheet.
Supplemental cash flow
 
information and non-cash
 
activity related to
 
the Company’s
 
operating leases are
as follows (in thousands):
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
18
Operating cash flow information:
Three Months Ended
April 29, 2023
April 30, 2022
Cash paid for amounts included in the measurement of lease liabilities
$
17,345
$
16,836
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations, net of rent violations
$
1,904
$
3,515
Weighted-average
 
remaining
 
lease
 
term
 
and
 
discount
 
rate
 
for
 
the
 
Company’s
 
operating
 
leases
 
are
 
as
follows:
As of
April 29, 2023
April 30, 2022
Weighted-average remaining lease term
2.2
 
Years
2.4
 
Years
Weighted-average discount rate
3.20%
2.92%
As of
 
April 29,
 
2023, the maturities
 
of lease
 
liabilities by fiscal
 
year for
 
the Company’s
 
operating leases
are as follows (in thousands):
Fiscal Year
2023 (a)
$
52,516
2024
49,829
2025
32,563
2026
18,657
2027
8,648
Thereafter
1,603
Total lease payments
163,816
Less: Imputed interest
8,344
Present value of lease liabilities
$
155,472
(a) Excluding the 3 months ended April 29, 2023.
 
 
 
 
19
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
 
3,
 
2024
 
(“fiscal
 
2023”)
 
and
 
beyond,
 
including,
 
but
 
not
 
limited
 
to,
statements regarding expected
 
amounts of
 
capital expenditures and
 
store openings, relocations,
 
remodels
and
 
closures
 
and
 
statements
 
regarding
 
the
 
potential
 
impact
 
of
 
the
 
COVID-19
 
pandemic
 
and
 
related
responses and
 
mitigation efforts,
 
as well
 
as the
 
potential impact
 
of supply
 
chain disruptions,
 
inflationary
pressures
 
and
 
other
 
economic
 
or
 
market
 
conditions
 
on
 
our
 
business,
 
results
 
of
 
operations
 
and
 
financial
condition
 
and
 
statements
 
regarding
 
new
 
store
 
development
 
strategy;
 
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,
 
prevailing
 
social,
 
economic,
political
 
and
 
public
 
health conditions
 
and
 
uncertainties, levels
 
of
 
unemployment, fuel,
 
energy
 
and
 
food
costs, wage rates, tax
 
rates, interest rates, home
 
values, consumer net worth,
 
the availability of
 
credit and
inflation;
 
changes
 
in
 
laws,
 
regulations
 
or
 
government
 
policies
 
affecting
 
our
 
business,
 
including
 
but
 
not
limited to
 
tariffs;
 
uncertainties regarding
 
the impact
 
of any
 
governmental action
 
regarding, or
 
responses
to, the
 
foregoing conditions; competitive factors
 
and pricing
 
pressures; our ability
 
to predict
 
and respond
to rapidly changing fashion trends
 
and consumer demands; our ability to
 
successfully implement our new
store development strategy to increase new
 
store openings and our ability
 
of any such new stores
 
to grow
and
 
perform
 
as
 
expected;
 
adverse
 
weather,
 
public
 
health
 
threats
 
(including
 
the
 
global
 
COVID-19
pandemic)
 
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;
 
adverse
developments or volatility affecting the financial services industry or broader financial markets; and
 
other
factors discussed under “Risk Factors” in Part I, Item 1A of our
 
annual report on Form 10-K for the fiscal
year ended
 
January 28,
 
2023 (“fiscal
 
2022”), as
 
amended or
 
supplemented, and
 
in
 
other reports
 
we file
with
 
or
 
furnish
 
to
 
the
 
Securities
 
and
 
Exchange
 
Commission
 
(“SEC”)
 
from
 
time
 
to
 
time.
 
We
 
do
 
not
undertake,
 
and
 
expressly
 
decline,
 
any
 
obligation
 
to
 
update
 
any
 
such
 
forward-looking
 
information
contained in this report, whether as a result of new information, future
 
events, or otherwise.
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
20
CRITICAL ACCOUNTING POLICIES AND ESTIMATES:
The
 
Company’s
 
critical
 
accounting
 
policies
 
and
 
estimates
 
are
 
more
 
fully
 
described
 
in
 
“Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the
 
Company’s Annual Report
on
 
Form
 
10-K
 
for
 
the
 
fiscal
 
year
 
ended
 
January
 
28,
 
2023.
 
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 customer
 
credit losses, 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.
 
 
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
21
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
April 29, 2023
April 30, 2022
Total retail sales
100.0
%
100.0
%
Other revenue
0.9
0.9
Total revenues
100.9
100.9
Cost of goods sold (exclusive of depreciation)
64.2
64.5
Selling, general and administrative (exclusive of depreciation)
32.5
29.5
Depreciation
1.2
1.3
Interest and other income
(0.5)
(0.2)
Income before income taxes
3.5
5.7
Net income
2.3
4.8
 
 
 
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
22
RESULTS OF OPERATIONS
 
(CONTINUED):
Management’s
 
Discussion and
 
Analysis of
 
Financial Condition
 
and Results
 
of Operations
 
(“MD&A”) is
intended
 
to
 
provide
 
information
 
to
 
assist
 
readers
 
in
 
better
 
understanding
 
and
 
evaluating
 
our
 
financial
condition
 
and
 
results
 
of
 
operations.
 
We
 
recommend
 
reading
 
this
 
MD&A
 
in
 
conjunction
 
with
 
our
Condensed
 
Consolidated
 
Financial
 
Statements
 
and
 
the
 
Notes
 
to
 
those
 
statements
 
included
 
in
 
the
“Financial Statements” section of this Quarterly Report on Form
 
10-Q, as well as our 2022
Form 10-K.
Recent Developments
Inflationary Cost Pressure and Rising Interest Rates
The
 
current
 
inflationary
 
environment
 
continues
 
to
 
negatively
 
impact
 
the
 
Company’s
 
operating
 
costs,
including
 
higher
 
wages,
 
operating
 
supplies
 
and
 
services.
 
In
 
addition,
 
increased
 
costs
 
for
 
fuel,
 
food,
 
and
housing, including rent,
 
as well as
 
other consumable products
 
across the economy,
 
are negatively impacting
our
 
customers’
 
disposable income,
 
and
 
our customers’
 
willingness to
 
purchase discretionary
 
items
 
such as
apparel, jewelry and shoes.
In
 
response
 
to
 
inflationary
 
pressures,
 
the
 
Federal
 
Reserve
 
began
 
raising
 
interest
 
rates
 
and
 
is
 
committed
 
to
continue raising
 
interest rates
 
until inflationary
 
pressures subside.
 
These rising interest
 
rates have
 
adversely
affected
 
the
 
availability
 
and
 
cost
 
of
 
credit
 
for
 
both
 
businesses
 
and
 
our
 
customers.
 
In
 
addition,
 
the
 
rising
interest rates are increasing the costs
 
related to revolving credit, auto loans and
 
mortgages, which continue to
negatively impact
 
our customers’
 
discretionary income.
 
Additionally,
 
rising interest
 
rates
 
may
 
continue to
negatively impact our customers’ willingness
 
to purchase our products.
We believe
 
price increases
 
and rising
 
interest rates
 
impacted the
 
first quarter
 
of fiscal
 
2023 and
 
will likely
continue
 
to have
 
a negative
 
impact
 
on
 
consumer
 
behavior and,
 
by
 
extension,
 
our
 
results
 
of operations
 
and
financial condition during the remainder of
 
fiscal 2023.
Labor Challenges and Wage Inflation
 
The
 
tight
 
labor
 
market
 
has
 
increased
 
competition
 
for
 
labor
 
among
 
consumer-facing
 
companies.
 
This
competition
 
for
 
labor
 
has
 
driven
 
significant
 
increases
 
in
 
wages
 
in
 
order
 
to
 
compete
 
for
 
sufficient
 
labor
availability and/or
 
to
 
prevent
 
the loss
 
of existing
 
workforce in
 
our stores,
 
distribution center
 
and corporate
office. We expect these pressures to
 
continue in fiscal 2023.
Comparison of First Quarter of 2023
 
with 2022
Total retail sales for the first quarter
 
were $190.3 million compared to
 
last year’s first quarter sales of
 
$204.9
million.
 
Sales
 
decreased
 
primarily
 
due
 
to
 
a
 
decrease
 
in
 
same-store
 
sales
 
and
 
sales
 
from
 
stores
 
that
 
were
closed in the past 12 months, partially offset by sales from stores opened in the past 12
 
months. The decrease
in
 
same-store
 
sales
 
is
 
primarily
 
from
 
fewer
 
transactions
 
due
 
to
 
the
 
aforementioned
 
pressures
 
on
 
our
customers’
 
disposable
 
income,
 
partially
 
offset
 
by
 
higher
 
average
 
sales
 
per
 
transaction.
 
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
 
5.1%
 
of
 
sales
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2023
 
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
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
23
customer accounts
 
receivable, shipping
 
charged to
 
customers for
 
e-commerce purchases
 
and layaway
 
fees),
were
 
$192.1
 
million
 
for
 
the
 
first
 
quarter
 
ended
 
April
 
29,
 
2023,
 
compared
 
to
 
$206.7
 
million
 
for
 
the
 
first
quarter ended April 30, 2022. The
 
Company operated 1,264 stores at April 29,
 
2023 compared to 1,315 stores
at the
 
end of
 
last fiscal
 
year’s first
 
quarter.
 
For the
 
first three
 
months of
 
fiscal 2023,
 
the Company
 
opened
four stores
 
and permanently
 
closed 20 stores.
 
The Company
 
currently anticipates closing
 
approximately 80
stores in fiscal 2023.
Credit revenue of $0.6 million represented 0.3% of total revenues in the first quarter of fiscal 2023,
 
compared
to
 
2022
 
credit
 
revenue
 
of
 
$0.5
 
million
 
or
 
0.2%
 
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 include
principally payroll, postage and
 
other administrative expenses, and
 
totaled $0.4 million in
 
the first quarter of
2023, compared to last year’s
 
first quarter expenses of $0.4 million.
 
Other revenue, a component of
 
total revenues, was $1.7 million for the first
 
quarter of fiscal 2023, compared
to
 
$1.8
 
million
 
for
 
the
 
prior
 
year’s
 
comparable
 
first
 
quarter.
 
The
 
slight
 
decrease
 
was
 
due
 
to
 
lower
 
e-
commerce shipping revenue, partially offset by higher finance
 
charges and layaway fees.
Cost of goods
 
sold was $122.1
 
million, or 64.2%
 
of retail sales for
 
the first quarter of
 
fiscal 2023, compared
to $132.2 million,
 
or 64.5% of
 
retail sales in
 
the first quarter
 
of fiscal 2022.
 
The overall decrease
 
in cost of
goods sold as
 
a percent of
 
retail sales
 
for the first
 
quarter of 2023
 
resulted primarily
 
from both
 
lower ocean
freight
 
costs
 
and
 
outbound
 
freight
 
costs
 
to
 
our
 
stores,
 
partially
 
offset
 
by
 
deleveraging
 
of
 
occupancy
 
and
buying costs. Cost of goods sold
 
includes merchandise costs (net of discounts
 
and allowances), buying costs,
distribution
 
costs,
 
occupancy
 
costs,
 
freight
 
and
 
inventory
 
shrinkage.
 
Net
 
merchandise
 
costs
 
and
 
in-bound
freight are capitalized as
 
inventory costs.
 
Buying and distribution costs
 
include payroll, payroll-related costs
and operating
 
expenses for
 
the
 
buying
 
departments
 
and
 
distribution center.
 
Occupancy
 
costs
 
include rent,
real estate
 
taxes, insurance,
 
common area
 
maintenance, utilities
 
and maintenance
 
for stores
 
and distribution
facilities.
 
Total gross margin dollars (retail sales
 
less cost of goods sold exclusive
 
of depreciation) decreased
by 6.1% to
 
$68.2 million for
 
the first quarter
 
of fiscal 2023
 
compared to $72.7
 
million in the
 
first quarter of
fiscal 2022.
 
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,
 
and bank and credit card processing fees.
 
SG&A
expenses were
 
32.5% of
 
retail sales for
 
the first
 
quarter of
 
fiscal 2023,
 
compared to
 
29.5% of
 
retail sales
 
in
the first quarter of fiscal 2022. The
 
increase in SG&A as a
 
percent of retail sales was due
 
primarily to higher
operating costs, driven in part by higher wages as a result of the tight labor market and expenses
 
related to the
closure of 20 stores in
 
the quarter, partially offset by lower insurance
 
expense.
Depreciation expense was $2.4 million, or 1.2% of retail sales for the first quarter of fiscal 2023, compared to
$2.7 million, or
 
1.3% of retail
 
sales for the
 
first quarter of
 
fiscal 2022. The
 
decrease in depreciation
 
expense
was attributable to older stores being
 
fully depreciated.
Interest
 
and
 
other
 
income
 
was
 
$0.9
 
million,
 
or
 
0.5%
 
of
 
retail
 
sales
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2023,
compared
 
to
 
$0.4
 
million,
 
or
 
0.2%
 
of
 
retail
 
sales
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2022.
 
The
 
increase
 
was
primarily attributable
 
to an
 
increase in
 
interest rates
 
earned on
 
short-term investments,
 
partially offset
 
by a
decrease in short-term investments.
Income tax expense
 
was $2.1 million or
 
1.1% of retail sales
 
for the first quarter
 
of fiscal 2023,
 
compared
to
 
income
 
tax
 
expense
 
of
 
$1.9
 
million,
 
or
 
1.0%
 
of
 
retail
 
sales
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2022.
 
The
 
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
24
effective
 
income tax
 
rate for
 
the first
 
quarter of
 
fiscal 2023
 
was 32.6%
 
compared to
 
16.7% for
 
the first
quarter
 
of
 
2022.
 
The
 
increase
 
in
 
the
 
2023
 
first
 
quarter
 
tax
 
rate
 
was
 
primarily
 
due
 
to
 
higher
 
Global
Intangible Low-taxed Income (GILTI), partially offset by the foreign rate differential and offshore claim.
LIQUIDITY, CAPITAL
 
RESOURCES
 
AND MARKET
 
RISK:
 
The Company
 
believes that
 
its cash,
 
cash equivalents
 
and short-term
 
investments, together
 
with cash
 
flows
from operations
 
and borrowings available
 
under its revolving
 
credit agreement,
 
will be
 
adequate to fund
 
the
Company’s regular operating requirements
 
and expected capital expenditures
 
for fiscal 2023 and the
 
next 12
months.
Cash
 
provided
 
by
 
operating
 
activities
 
for
 
the
 
first
 
three
 
months
 
of
 
fiscal
 
2023
 
was
 
primarily
 
generated
 
by
earnings adjusted
 
for
 
depreciation and
 
changes in
 
working
 
capital. The
 
increase in
 
cash
 
provided
 
of
 
$10.7
million
 
for
 
the
 
first
 
three
 
months
 
of
 
fiscal
 
2023
 
as
 
compared
 
to
 
the
 
first
 
three
 
months
 
of
 
fiscal
 
2022
 
was
primarily due
 
to a
 
decrease in
 
inventory and
 
a smaller
 
decrease in
 
accounts payable,
 
accrued expenses
 
and
other liabilities compared to year-end,
 
partially offset by lower net income.
At April 29,
 
2023, the Company
 
had working capital
 
of $87.9 million
 
compared to $74.7
 
million at January
28,
 
2023.
 
The
 
increase
 
is
 
primarily
 
attributable
 
to
 
an
 
increase
 
in
 
accounts
 
receivable,
 
lower
 
current
 
lease
liability and accounts payable partially offset by
 
lower merchandise inventory.
At
 
April
 
29,
 
2023,
 
the
 
Company
 
had
 
an
 
unsecured
 
revolving
 
credit
 
agreement,
 
which
 
provides
 
for
borrowings of
 
up to
 
$35.0 million
 
less the
 
balance of
 
any revocable
 
letters of
 
credit related
 
to purchase
commitments,
 
and
 
is
 
committed
 
through
 
May
 
2027.
 
The
 
credit
 
agreement
 
contains
 
various
 
financial
covenants and limitations, including the maintenance of specific financial
 
ratios with which the Company
was
 
in
 
compliance
 
as
 
of
 
April
 
29,
 
2023.
 
There
 
were
 
no
 
borrowings
 
outstanding,
 
nor
 
any
 
outstanding
letters of
 
credit that
 
reduced borrowing availability,
 
as of
 
April 29,
 
2023.
 
The weighted
 
average interest
rate under the credit facility was zero at April 29, 2023 due to no outstanding
 
borrowings.
Expenditures
 
for
 
property
 
and
 
equipment
 
totaled
 
$6.2
 
million
 
in
 
the
 
first
 
three
 
months
 
of
 
fiscal
 
2023,
compared
 
to
 
$4.4
 
million
 
in
 
last
 
year’s
 
first
 
three
 
months.
 
The
 
increase
 
in
 
expenditures
 
for
 
property
 
and
equipment
 
was
 
primarily
 
due
 
to
 
costs
 
associated
 
with
 
opening
 
four
 
new
 
stores
 
and
 
capital
 
investments
 
in
information
 
technology
 
and
 
the
 
distribution
 
center.
 
For
 
the
 
full
 
fiscal
 
2023
 
year,
 
the
 
Company
 
expects
 
to
invest approximately $22.1 million in capital
 
expenditures, including distribution center automation projects.
Net
 
cash
 
provided
 
by
 
investing
 
activities
 
totaled
 
$15.3
 
million
 
in
 
the
 
first
 
three
 
months
 
of
 
fiscal
 
2023
compared to $19.6 million provided in the comparable period of fiscal 2022. The decrease is primarily due
 
to
higher purchases of short-term
 
investments and an increase
 
in capital expenditures, partially
 
offset by higher
sales of short-term investments.
Net cash used in
 
financing activities totaled $5.6
 
million in the first
 
three months of fiscal
 
2023 compared to
$12.7 million used
 
in the comparable
 
period of fiscal
 
2022, primarily due
 
to a decrease
 
in share repurchases
and dividends paid.
On May 18, 2023, the Board of
 
Directors maintained the quarterly dividend at
 
0.17 per share.
As
 
of
 
April
 
29,
 
2023,
 
the
 
Company
 
had
 
944,379
 
shares
 
remaining
 
in
 
open
 
authorizations
 
under
 
its
 
share
repurchase program.
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
25
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
 
April 29,
2023
 
and
 
January
 
28,
 
2023.
 
The
 
state,
 
municipal
 
and
 
corporate
 
bonds
 
and
 
asset-backed
 
securities
 
have
contractual maturities
 
which range
 
from two
 
days to
 
3.6 years.
 
The U.S.
 
Treasury Notes
 
and Certificates
 
of
Deposit have contractual maturities
 
which range from
 
one day to 2.8
 
years. These securities are
 
classified as
available-for-sale
 
and
 
are
 
recorded
 
as
 
Short-term
 
investments,
 
Restricted
 
cash
 
and
 
Other
 
assets
 
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
 
April
 
29,
 
2023,
 
the
 
Company
 
had
 
$0.8
 
million
 
of
 
corporate
 
equities
 
and
 
deferred
compensation plan assets
 
of $9.3 million.
 
At January 28,
 
2023, the Company
 
had $0.9 million
 
of corporate
equities and deferred compensation
 
plan assets of $9.3
 
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.
 
 
 
 
THE CATO CORPORATION
QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK
26
ITEM 3. QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK:
The
 
Company
 
is
 
subject
 
to
 
market
 
rate
 
risk
 
from
 
exposure
 
to
 
changes
 
in
 
interest
 
rates
 
related
 
to
 
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
 
April 29,
 
2023.
 
Based on
 
this
evaluation,
 
our
 
Principal
 
Executive
 
Officer
 
and
 
Principal
 
Financial
 
Officer
 
concluded
 
that,
 
as
 
of
 
April
 
29,
2023, 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 April 29, 2023
 
that has materially affected, or
is
 
reasonably
 
likely
 
to
 
materially
 
affect,
 
the
 
Company’s
 
internal
 
control
 
over
 
financial
 
reporting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
PART
 
II OTHER
 
INFORMATION
27
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
 
28,
 
2023.
 
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 April 29, 2023:
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
of Shares
Price Paid
Announced Plans or
Yet be Purchased
 
Under
Period
Purchased
per Share (1)
Programs (2)
The Plans or Programs (2)
February 2023
57,930
$
9.39
57,930
March 2023
195,460
8.81
195,460
April 2023
-
-
-
Total
253,390
$
8.95
253,390
944,379
(1)
Prices include trading costs.
(2)
As of January
 
28, 2023, the
 
Company’s share
 
repurchase program had
 
197,769 shares remaining
in
 
open
 
authorizations.
 
The
 
Board
 
of
 
Directors
 
authorized
 
an
 
additional
 
1,000,000
 
shares
 
for
repurchase under
 
the
 
program at
 
its
 
February 23,
 
2023 meeting.
 
During the
 
first
 
quarter ended
April
 
29,
 
2023,
 
the
 
Company
 
repurchased
 
and
 
retired
 
253,390
 
shares
 
under
 
this
 
program
 
for
approximately $2,266,727
 
or an
 
average market
 
price of
 
$8.95 per
 
share.
 
As of
 
April 29,
 
2023,
the
 
Company
 
had
 
944,379
 
shares
 
remaining
 
in
 
open
 
authorizations.
 
There
 
is
 
no
 
specified
expiration date for the Company’s repurchase program.
ITEM 3.
 
DEFAULTS
 
UPON SENIOR SECURITIES:
Not Applicable
 
 
 
 
 
THE CATO CORPORATION
PART
 
II OTHER
 
INFORMATION
28
ITEM 4.
 
MINE SAFETY DISCLOSURES:
Not Applicable
ITEM 5.
 
OTHER INFORMATION:
Not Applicable
 
ITEM 6.
 
EXHIBITS:
 
Exhibit No.
Item
 
3.1
 
3.2
 
31.1*
 
31.2*
 
32.1*
 
32.2*
101.1*
The
 
following
 
materials
 
from
 
Registrant’s
 
Quarterly
 
Report
 
on
 
Form
10-Q
 
for
 
the
 
fiscal
 
quarter
 
ended
 
April
 
29,
 
2023,
 
formatted
 
in
 
Inline
XBRL:
 
(i)
 
Condensed
 
Consolidated
 
Statements
 
of
 
Income
 
and
Comprehensive
 
Income
 
for
 
the
 
Three
 
Months
 
ended
 
April
 
29,
 
2023
and
 
April
 
30,
 
2022;
 
(ii)
 
Condensed
 
Consolidated
 
Balance
 
Sheets
 
at
April
 
29,
 
2023
 
and
 
January
 
28,
 
2023;
 
(iii)
 
Condensed
 
Consolidated
Statements of Cash Flows
 
for the Three Months
 
Ended April 29, 2023
and
 
April
 
30,
 
2022;
 
(iv)
 
Condensed
 
Consolidated
 
Statements
 
of
Stockholders’ Equity
 
for the
 
Three Months
 
Ended April
 
29, 2023
 
and
April
 
30,
 
2022;
 
and
 
(v)
 
Notes
 
to
 
Condensed
 
Consolidated
 
Financial
Statements.
104.1
Cover
 
Page
 
Interactive
 
Data
 
File
 
(Formatted
 
in
 
Inline
 
XBRL
 
and
contained in the Interactive Data Files submitted as Exhibit 101.1*)
 
* Submitted electronically herewith.
 
 
 
 
 
 
 
THE CATO CORPORATION
PART
 
II OTHER
 
INFORMATION
29
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
May 25, 2023
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
May 25, 2023
/s/ Charles D. Knight
Date
Charles D. Knight
 
Executive Vice President
Chief Financial Officer