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    SEC Form 10-Q filed by Cato Corporation

    5/29/25 1:43:13 PM ET
    $CATO
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
    Get the next $CATO alert in real time by email
    cato-20250503
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    UNITED STATES
     
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C.
     
    20549
    FORM
    10-Q
    ☑
    QUARTERLY REPORT PURSUANT
     
    TO SECTION
     
    13 OR 15(d)
     
    OF THE SECURITIES
     
    EXCHANGE
     
    ACT OF
    1934
    For the quarterly period ended
    May 3, 2025
    OR
    ☐
    TRANSITION
     
    REPORT PURSUANT
     
    TO SECTION
     
    13 OR 15(d)
     
    OF THE SECURITIES
     
    EXCHANGE
     
    ACT OF
    1934
    For the transition period from ________________to__________________
    Commission file number
     
    1-31340
     
    THE CATO CORPORATION
    (Exact name of registrant as specified in its
     
    charter)
    Delaware
    56-0484485
    (State or other jurisdiction of incorporation or organization)
    (I.R.S. Employer Identification No.)
    8100 Denmark Road
    ,
    Charlotte
    ,
    North Carolina
    28273-5975
    (Address of principal executive offices)
    (Zip Code)
    (
    704
    )
    554-8510
    (Registrant's telephone number, including area code)
    Not Applicable
    (Former name, former address and former fiscal year, if
     
    changed since last report)
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each class
    Trading Symbol(s)
    Name of each exchange on which registered
    Class A - Common Stock, par value $.033 per share
    CATO
    New York Stock Exchange
    Indicate
     
    by check
     
    mark
     
    whether
     
    the
     
    registrant
     
    (1)
     
    has
     
    filed
     
    all
     
    reports
     
    required
     
    to
     
    be
     
    filed
     
    by Section
     
    13
     
    or
     
    15(d)
     
    of
     
    the
     
    Securities
    Exchange Act of 1934
     
    during the preceding 12
     
    months (or for such shorter
     
    period that the registrant
     
    was required to file such
     
    reports),
    and (2) has been subject to such filing requirements for the past 90 days.
    Yes
    X
    No
    Indicate
     
    by
     
    check
     
    mark
     
    whether
     
    the
     
    registrant
     
    has
     
    submitted
     
    electronically
     
    every
     
    Interactive
     
    Data
     
    File
     
    required
     
    to
     
    be
     
    submitted
    pursuant to Rule
     
    405 of Regulation
     
    S-T (§232.405
     
    of this chapter)
     
    during the preceding
     
    12 months (or
     
    for such shorter
     
    period that the
    registrant was required to submit such files).
    Yes
    X
    No
    Indicate by
     
    check mark
     
    whether the
     
    registrant is
     
    a large
     
    accelerated filer,
     
    an accelerated
     
    filer, a
     
    non-accelerated filer,
     
    a smaller
     
    reporting
    company,
     
    or
     
    an
     
    emerging
     
    growth
     
    company.
     
    See
     
    the
     
    definitions
     
    of
     
    “large
     
    accelerated
     
    filer,”
     
    “accelerated
     
    filer,”
     
    “smaller
     
    reporting
    company,” and “emerging growth
     
    company” in Rule 12b-2 of the Exchange Act.
    Large accelerated filer
    ☐
    Accelerated filer
     
    ☑
     
    Non-accelerated filer
    ☐
     
    Smaller reporting company
    ☐
     
    Emerging growth company
    ☐
    If
     
    an
     
    emerging
     
    growth
     
    company,
     
    indicate
     
    by
     
    check
     
    mark
     
    if
     
    the
     
    registrant
     
    has
     
    elected
     
    not
     
    to
     
    use
     
    the
     
    extended
     
    transition
     
    period
     
    for
    complying with any new or revised financial accounting standards provided
     
    pursuant to Section 13(a) of the Exchange Act.
    ☐
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b
     
    -2 of the Exchange Act).
    ☐
    Yes
    ☑
    No
    As of
     
    May 3,
     
    2025, there
     
    were
    17,973,355
     
    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 May 3, 2025
    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
     
    May 3, 2025 and May 4, 2024
    Condensed Consolidated Balance Sheets
    3
    At May 3, 2025 and
     
    February 1, 2025
     
    Condensed Consolidated Statements of Cash Flows
    4
    For the Three Months Ended May 3, 2025 and
     
    May 4, 2024
    Condensed Consolidated Statements of Stockholders’ Equity
    5
    For the Three Months Ended May 3, 2025 and
     
    May 4, 2024
    Notes to Condensed Consolidated Financial Statements
    6 - 19
    Item 2.
    Management’s Discussion and Analysis
     
    of Financial Condition and Results
    of Operations
    20 - 26
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    27
    Item 4.
    Controls and Procedures
    27
    PART
     
    II – OTHER INFORMATION
    Item 1.
    Legal Proceedings
    28
    Item 1A.
    Risk Factors
    28
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    28
    Item 3.
    Defaults Upon Senior Securities
    28
    Item 4.
    Mine Safety Disclosures
    29
    Item 5.
    Other Information
    29
    Item 6.
    Exhibits
    29
    Signatures
    30
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    2
    PART
     
    I FINANCIAL INFORMATION
    ITEM 1.
     
    FINANCIAL STATEMENTS
    THE CATO CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS
     
    OF INCOME AND
    COMPREHENSIVE INCOME
    (UNAUDITED)
    Three Months Ended
    May 3, 2025
    May 4, 2024
    (Dollars in thousands, except per share data)
    REVENUES
     
    Retail sales
    $
    168,419
    $
    175,272
     
    Other revenue (principally finance charges, late fees and
     
    layaway charges)
    1,823
    1,827
     
    Total revenues
    170,242
    177,099
    COSTS AND EXPENSES, NET
     
    Cost of goods sold (exclusive of depreciation shown below)
    109,318
    112,505
     
    Selling, general and administrative (exclusive of depreciation
     
    shown below)
    55,325
    56,752
     
    Depreciation
    2,564
    2,040
     
    Interest and other income
    (1,202)
    (5,821)
     
    Costs and expenses, net
    166,005
    165,476
    Income before income taxes
    4,237
    11,623
    Income tax expense
    928
    649
    Net income
    $
    3,309
    $
    10,974
    Basic earnings per share
    $
    0.17
    $
    0.54
    Diluted earnings per share
    $
    0.17
    $
    0.54
    Comprehensive income:
    Net income
    $
    3,309
    $
    10,974
    Unrealized gain (loss) on available-for-sale securities, net
     
     
    of deferred income taxes of $
    0
     
    for each of the three months
    38
    (748)
     
    ended May 3, 2025 and May 4, 2024
    Comprehensive income
    $
    3,347
    $
    10,226
    See notes to condensed consolidated financial statements (unaudited).
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    3
    THE CATO CORPORATION
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)
    May 3, 2025
    February 1, 2025
    (Dollars in thousands)
    ASSETS
    Current Assets:
    Cash and cash equivalents
     
    $
    31,346
    $
    20,279
    Short-term investments
     
    48,609
    57,423
    Restricted cash
    2,675
    2,799
    Accounts receivable, net of allowance for customer credit losses of
     
    $
    584
     
    and $
    581
     
    at May 3, 2025 and February 1, 2025, respectively
    26,830
    24,540
    Merchandise inventories
     
    109,430
    110,739
    Prepaid expenses and other current assets
    7,560
    7,406
     
    Total Current Assets
     
    226,450
    223,186
    Property and equipment – net
     
    58,767
    60,326
    Other assets
     
    19,863
    19,979
    Right-of-Use assets – net
     
    135,726
    148,870
     
    Total Assets
     
    $
    440,806
    $
    452,361
    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities:
    Accounts payable
     
    $
    90,876
    $
    88,641
    Accrued expenses
     
    38,253
    41,717
    Accrued bonus and benefits
     
    326
    326
    Accrued income taxes
     
    545
    -
    Current lease liability
    52,524
    57,555
     
    Total Current Liabilities
     
    182,524
    188,239
    Other noncurrent liabilities
    13,293
    13,485
    Lease liability
    80,072
    88,341
    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;
    17,973,355
     
    and
    18,313,929
     
    shares issued
     
    at May 3, 2025 and February 1, 2025, respectively
    607
    619
    Convertible Class B common stock, $
    0.033
     
    par value per share,
     
    15,000,000
     
    shares authorized;
    1,763,652
     
    shares issued at May 3, 2025 and February 1, 2025
    59
    59
    Additional paid-in capital
     
    129,786
    129,530
    Retained earnings
     
    34,274
    31,935
    Accumulated other comprehensive income
     
    191
    153
     
    Total Stockholders' Equity
     
    164,917
    162,296
     
    Total Liabilities and Stockholders’ Equity
     
    $
    440,806
    $
    452,361
    See notes to condensed consolidated financial statements (unaudited).
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    4
    THE CATO CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS
     
    OF CASH FLOWS
    (UNAUDITED)
    Three Months Ended
    May 3, 2025
    May 4, 2024
    (Dollars in thousands)
    Operating Activities:
    Net income
    $
    3,309
    $
    10,974
    Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation
    2,564
    2,040
    Provision for customer credit losses
    215
    171
    Purchase premium and premium amortization of investments
    (81)
    (136)
    Gain on sale of assets held for investment
    (34)
    (4,093)
    Share-based compensation
    193
    (38)
    (Gain) Loss on disposal of property and equipment
    (30)
    65
    Changes in operating assets and liabilities which provided (used) cash:
     
    Accounts receivable
    (2,505)
    (1,836)
     
    Merchandise inventories
    1,309
    (2,714)
     
    Prepaid and other assets
    (38)
    27
     
    Operating lease right-of-use assets and liabilities
    (156)
    (435)
     
    Accrued income taxes
    -
    518
     
    Accounts payable, accrued expenses and other liabilities
    (878)
    1,163
    Net cash provided by operating activities
    3,868
    5,706
    Investing Activities:
    Expenditures for property and equipment
     
    (1,019)
    (3,261)
    Purchase of short-term investments
    (2,262)
    (8,572)
    Sales of short-term investments
    11,195
    21,413
    Sales of other assets
    34
    5,034
    Net cash provided by investing activities
    7,948
    14,614
    Financing Activities:
    Dividends paid
    -
    (3,523)
    Repurchase of common stock
    (935)
    (2,237)
    Proceeds from employee stock purchase plan
    62
    161
    Net cash used by financing activities
    (873)
    (5,599)
    Net increase in cash, cash equivalents, and restricted cash
    10,943
    14,721
    Cash, cash equivalents, and restricted cash at beginning of period
    23,078
    27,913
    Cash, cash equivalents, and restricted cash at end of period
     
    $
    34,021
    $
    42,634
    Non-cash activity:
    Accrued other assets and property and equipment expenditures
    $
    284
    $
    491
    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 (Loss)
    Equity
    (Dollars in thousands, except per share data)
    Balance — February 1, 2025
    $
    678
    $
    129,530
    $
    31,935
    $
    153
    $
    162,296
    Comprehensive income:
     
    Net income
    -
    -
    3,309
    -
    3,309
     
    Unrealized net gain on available-for-sale securities, net of deferred
     
     
    income tax benefit of $
    0
    -
    -
    -
    38
    38
    Class A common stock sold through employee stock purchase
     
    plan
    -
    72
    -
    -
    72
    Share-based compensation issuances and exercises
    (2)
    -
    -
    -
    (2)
    Share-based compensation expense
    -
    184
    (73)
    -
    111
    Repurchase and retirement of treasury shares
    (10)
    -
    (897)
    -
    (907)
    Balance — May 3, 2025
    $
    666
    $
    129,786
    $
    34,274
    $
    191
    $
    164,917
    Accumulated
    Additional
    Other
    Total
    Common
    Paid-in
    Retained
    Comprehensive
    Stockholders'
    Stock
    Capital
    Earnings
    Income (Loss)
    Equity
    (Dollars in thousands, except per share data)
    Balance — February 3, 2024
    $
    694
    $
    126,953
    $
    64,279
    $
    395
    $
    192,321
    Comprehensive income:
     
    Net income
    -
    -
    10,974
    -
    10,974
     
    Unrealized net loss on available-for-sale securities, net of deferred
     
     
    income tax benefit of $
    0
    -
    -
    -
    (748)
    (748)
    Dividends paid ($
    0.17
     
    per share)
    -
    -
    (3,523)
    -
    (3,523)
    Class A common stock sold through employee stock purchase
     
    plan
    1
    189
    -
    -
    190
    Share-based compensation issuances and exercises
    13
    -
    5
    -
    18
    Share-based compensation expense
    -
    (84)
    -
    -
    (84)
    Repurchase and retirement of treasury shares
    (14)
    -
    (2,223)
    -
    (2,237)
    Balance — May 4, 2024
    $
    694
    $
    127,058
    $
    69,512
    $
    (353)
    $
    196,911
    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 May 3,
     
    2025 and for
     
    the three months
     
    ended May
    3, 2025 and May 4, 2024 have been prepared from the accounting
     
    records of The Cato Corporation and its
    wholly-owned
     
    subsidiaries
     
    (the
     
    “Company”),
     
    and
     
    all
     
    amounts
     
    shown
     
    are
     
    unaudited.
     
    In
     
    the
     
    opinion
     
    of
    management, all
     
    adjustments
     
    considered
     
    necessary
     
    for
     
    a
     
    fair
     
    statement
     
    of
     
    the
     
    financial
     
    statements
     
    have
    been included.
     
    All such adjustments are of a normal, recurring nature unless otherwise noted.
     
    The results
    of the interim period may not be indicative of the results expected
     
    for the entire year.
    The interim financial
     
    statements should be read
     
    in conjunction with
     
    the consolidated financial statements
    and
     
    notes
     
    thereto,
     
    included
     
    in
     
    the
     
    Company’s
     
    Annual
     
    Report
     
    on
     
    Form
     
    10-K
     
    for
     
    the
     
    fiscal
     
    year
     
    ended
    February 1,
     
    2025.
     
    Amounts as
     
    of February 1,
     
    2025 have been
     
    derived from the
     
    audited annual
     
    financial
    statements, but
     
    do not
     
    include all
     
    disclosures required by
     
    accounting principles
     
    generally accepted in
     
    the
    United States of America.
    On February 16, 2024, the Company closed
     
    on the sale of land held
     
    for investment. The sale resulted in a
    net
     
    gain
     
    of
     
    $
    3.2
     
    million
     
    and
     
    is
     
    included
     
    in
     
    Interest
     
    and
     
    other
     
    income
     
    in
     
    the
     
    accompanying
     
    Condensed
    Consolidated Statements of Income and Comprehensive Income
     
    for the period ended May 4, 2024.
     
     
     
    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
    May 3, 2025
    May 4, 2024
    (Dollars in thousands, except per share data)
    Numerator
    Net earnings
    $
    3,309
    $
    10,974
    Earnings allocated to non-vested equity awards
    (192)
    (557)
    Net earnings available to common stockholders
    $
    3,117
    $
    10,417
    Denominator
    Basic weighted average common shares outstanding
    18,684,837
    19,356,789
    Diluted weighted average common shares outstanding
    18,684,837
    19,356,789
    Net income per common share
    Basic earnings per share
    $
    0.17
    $
    0.54
    Diluted earnings per share
    $
    0.17
    $
    0.54
     
    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 (loss) (in thousands) for
     
    the three months ended May 3,
     
    2025:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Changes in Accumulated Other
     
    Comprehensive Income (Loss) (a)
    Unrealized Gains
    and (Losses) on
    Available-for-Sale
    Securities
    Beginning Balance at February 1, 2025
    $
    153
     
    Other comprehensive income (loss) before
     
     
    reclassification
    72
     
    Amounts reclassified from accumulated
     
    other comprehensive income (b)
    (34)
    Net current-period other comprehensive income (loss)
    38
    Ending Balance at May 3, 2025
    $
    191
    (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
    (b) Includes $
    34
     
    impact of Accumulated other comprehensive income reclassifications into Interest and other
     
    income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $
    0
    .
    The
     
    following
     
    table
     
    sets
     
    forth
     
    information
     
    regarding
     
    the
     
    reclassification
     
    out
     
    of
     
    Accumulated
     
    other
    comprehensive income (loss) (in thousands) for
     
    the three months ended May 4,
     
    2024:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Changes in Accumulated Other
     
    Comprehensive Income (Loss) (a)
    Unrealized Gains
    and (Losses) on
    Available-for-Sale
    Securities
    Beginning Balance at February 3, 2024
    $
    395
     
    Other comprehensive income (loss) before
     
     
    reclassification
    (1,434)
     
    Amounts reclassified from accumulated
     
    other comprehensive income (b)
    686
    Net current-period other comprehensive income (loss)
    (748)
    Ending Balance at May 4, 2024
    $
    (353)
    (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
    +
    (b) Includes $
    892
     
    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 $
    206
    .
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    9
     
    NOTE 4 – FINANCING ARRANGEMENTS:
    On March 13, 2025, the Company,
     
    as borrower, and certain other
     
    domestic subsidiaries, as borrowers and
    guarantors, entered
     
    into a
     
    Credit Agreement
     
    (the “ABL
     
    Credit Agreement”)
     
    and related
     
    loan documents,
    by
     
    and
     
    among
     
    the
     
    Company,
     
    certain
     
    other
     
    of
     
    the
     
    Company’s
     
    domestic
     
    subsidiaries,
     
    and
     
    Wells
     
    Fargo
    Bank,
     
    National
     
    Association,
     
    as
     
    the
     
    lender
     
    (the
     
    “Lender”),
     
    to
     
    establish
     
    an
     
    asset-based
     
    revolving
     
    credit
    facility (the “ABL
     
    Facility”) in an
     
    amount up to
     
    $
    35.0
     
    million. The proceeds from
     
    the ABL Facility
     
    may
    be used to provide funding for ongoing working capital and general corporate
     
    purposes.
    The ABL
     
    Credit Agreement
     
    is committed
     
    through
    May 2027
     
    and is
     
    secured primarily
     
    by inventory
     
    and
    third-party credit
     
    card receivables.
     
    There
     
    were
    no
     
    borrowings outstanding
     
    and the
     
    availability under
     
    the
    facility was
     
    $
    30.0
     
    million before
     
    giving effect
     
    to a
     
    $
    3.0
     
    million outstanding
     
    letter of
     
    credit that
     
    reduced
    borrowing availability to
     
    $
    27.0
     
    million as
     
    of May 3,
     
    2025.
     
    The weighted
     
    average interest rate
     
    under the
    credit facility was
    zero
     
    at May 3, 2025 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
    customers in a
     
    similar manner. The
     
    Company operates
     
    its
     
    women’s
     
    fashion
     
    specialty
     
    retail
     
    stores
     
    in
    31
    states as of May 3, 2025, 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
     
    wholly-owned
     
    subsidiary
     
    of
     
    the
     
    Company.
     
    The
     
    Company
     
    does
     
    not
    allocate certain corporate expenses to
     
    the Credit segment.
    The
     
    Company’s
     
    President
     
    and
     
    Chief
     
    Executive
     
    Officer
     
    is
     
    the
     
    Company’s
     
    chief
     
    operating
     
    decision
     
    maker
    (“CODM”).
     
    The
     
    structure
     
    described
     
    above
     
    reflects
     
    the
     
    manner
     
    in
     
    which
     
    the
     
    CODM
     
    regularly
     
    assesses
    information for decision-making purposes, including the allocation of resources.
     
    The Company also provides
    corporate services,
     
    including finance,
     
    information technology,
     
    and corporate
     
    administration, to
     
    its segments
    which are fully allocated to the retail
     
    segment. Interest and other income from
     
    assets held for investment and
    sale are not included in assessing
     
    the segments’ performance and therefore not
     
    allocated to either segment.
    The CODM manages
     
    and evaluates the
     
    segments’ operating performance
     
    based on segment
     
    sales, expenses,
    and
     
    profit
     
    or
     
    loss
     
    from
     
    operations
     
    before
     
    income
     
    taxes
     
    as
     
    presented
     
    in
     
    the
     
    Company’s
     
    annual
     
    budget
     
    and
    forecasting
     
    process,
     
    as
     
    well
     
    as
     
    monthly
     
    analyses
     
    of
     
    budget-to-actual
     
    and
     
    prior
     
    year
     
    variances.
     
    Segment
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    10
     
    expenses and
     
    other items
     
    primarily include
     
    cost of
     
    goods sold,
     
    selling, general
     
    and administrative expenses,
    depreciation
     
    and
     
    interest
     
    and
     
    other
     
    income.
     
    Assessment
     
    and
     
    approval
     
    of
     
    all
     
    capital
     
    expenditures
     
    are
    determined to
     
    be in
     
    support of
     
    and based
     
    on the
     
    needs of
     
    the retail
     
    segment; however,
     
    the CODM
     
    does not
    evaluate
     
    performance
     
    or
     
    allocate
     
    resources
     
    based
     
    on
     
    segment
     
    asset
     
    balances
     
    and,
     
    therefore,
     
    total
     
    segment
    assets are not presented in
     
    the tables below.
    The
     
    accounting
     
    policies
     
    of
     
    the
     
    segments
     
    are
     
    the
     
    same
     
    as
     
    those
     
    described
     
    in
     
    the
     
    Summary
     
    of
     
    Significant
    Accounting
     
    Policies
     
    in
     
    Note
     
    1
     
    of the
     
    consolidated
     
    financial statements
     
    included in
     
    the
     
    Company’s Annual
    Report on Form 10-K for the fiscal year ended February 1, 2025. The Company evaluates performance based
    on profit or loss from
     
    operations before income taxes.
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    11
    NOTE 5 – REPORTABLE SEGMENT INFORMATION
     
    (CONTINUED):
    The following schedule summarizes certain segment
     
    information (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Three Months Ended
    May 3, 2025
    Retail
    Credit
    Total
    Revenues
    $
    169,577
    $
    665
    $
    170,242
    Cost of goods sold
    109,318
    -
    109,318
    Selling, general, and administrative (a)
    39,159
    387
    39,546
    Corporate overhead
    15,779
    -
    15,779
    Depreciation
    2,564
    -
    2,564
    Interest and other income
    (105)
    (303)
    (408)
    Income (loss) before income taxes
    $
    2,862
    $
    581
    $
    3,443
    Corporate interest and other income
    (794)
    Income (loss) before income taxes
    $
    4,237
    Capital expenditures
    $
    1,019
    $
    -
    $
    1,019
    Three Months Ended
    May 4, 2024
    Retail
    Credit
    Total
    Revenues
    $
    176,430
    $
    669
    $
    177,099
    Cost of goods sold
    112,505
    -
    112,505
    Selling, general, and administrative (a)
    40,968
    408
    41,376
    Corporate overhead
    15,376
    -
    15,376
    Depreciation
    2,040
    -
    2,040
    Interest and other income
    (90)
    (235)
    (325)
    Income (loss) before income taxes
    $
    5,630
    $
    497
    $
    6,127
    Corporate interest and other income
    (5,496)
    Income (loss) before income taxes
    $
    11,623
    Capital expenditures
    $
    3,261
    $
    -
    $
    3,261
    (a) Selling, general, and administrative expense
     
    include corporate and store payroll, related
     
    payroll taxes and benefits, insurance, supplies, advertising,
     
    bank and credit card
     
    processing fees.
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    12
     
    NOTE 6 – SHARE-BASED COMPENSATION:
    As
     
    of
     
    May
     
    3,
     
    2025,
     
    the
     
    Company
     
    had
     
    the
     
    2018
     
    Incentive
     
    Compensation
     
    Plan
     
    for
     
    the
     
    granting
     
    of
     
    various
    forms of equity-based awards,
     
    including restricted stock
     
    and stock options for
     
    grant to officers, directors
     
    and
    key employees.
     
    The
     
    following
     
    table
     
    presents
     
    the
     
    number
     
    of
     
    options
     
    and
     
    shares
     
    of
     
    restricted
     
    stock
     
    initially
     
    authorized
     
    and
    available for grant under this plan as
     
    of May 3, 2025:
     
     
    2018
    Plan
    Options and/or restricted stock initially authorized
    4,725,000
    Options and/or restricted stock available for grant
    2,865,875
    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 May 3,
    2025
     
    and
     
    February
     
    1,
     
    2025,
     
    there
     
    was
     
    $
    6,298,000
     
    and
     
    $
    7,276,000
    ,
     
    respectively,
     
    of
     
    total
     
    unrecognized
    compensation
     
    expense
     
    related
     
    to
     
    unvested
     
    restricted
     
    stock
     
    awards,
     
    which
     
    had
     
    a
     
    remaining
     
    weighted-
    average vesting
     
    period
     
    of
    2.1
     
    years
     
    and
    1.9
     
    years,
     
    respectively.
     
    The
     
    total
     
    compensation
     
    expense during
    the three months ended May 3, 2025 was $
    109,000
     
    compared to a benefit of $
    66,000
     
    for the three months
    ended
     
    May
     
    4,
     
    2024.
     
    This
     
    compensation
     
    activity
     
    is
     
    classified
     
    as
     
    a
     
    component
     
    of
     
    Selling,
     
    general
     
    and
    administrative expenses in the Condensed Consolidated Statements of Income.
    The following summary
     
    shows the changes
     
    in the number
     
    of shares of
     
    unvested restricted stock
     
    outstanding
    during
     
    the three months ended May
     
    3, 2025:
     
     
     
     
     
     
    Weighted Average
    Number of
    Grant Date Fair
    Shares
    Value
     
    Per Share
    Restricted stock awards at February 1, 2025
    1,215,181
    $
    8.98
    Granted
    -
    -
    Vested
    (225,924)
    12.89
    Forfeited or expired
    (68,274)
    8.33
    Restricted stock awards at May 3, 2025
    920,983
    $
    8.07
     
     
     
     
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    13
    NOTE 6 – SHARE-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
     
    three months ended May 3, 2025
     
    and May 4, 2024, the
    Company sold
    21,736
     
    and
    33,317
     
    shares to employees
     
    at an
     
    average discount of
     
    $
    0.50
     
    and $
    0.86
     
    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
     
    $
    11,000
     
    and
     
    $
    29,000
     
    for
     
    the
    three
     
    months
     
    ended
     
    May
     
    3,
     
    2025
     
    and
     
    May
     
    4,
     
    2024,
     
    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 May 3, 2025 and
     
    February 1, 2025:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Quoted
    Prices in
    Active
    Significant
    Markets for
    Other
    Significant
    Identical
    Observable
    Unobservable
    May 3, 2025
    Assets
    Inputs
    Inputs
    Description
    Level 1
    Level 2
    Level 3
    Assets:
     
    State/Municipal Bonds
    $
    697
    $
    -
    $
    697
    $
    -
     
    Corporate Bonds
    45,601
    -
    45,601
    -
     
    U.S. Treasury/Agencies Notes and Bonds
    2,267
    -
    2,267
    -
     
    Cash Surrender Value of Life Insurance
    9,184
    -
    -
    9,184
     
    Asset-backed Securities (ABS)
    44
    -
    44
    -
    Total Assets
    $
    57,793
    $
    -
    $
    48,609
    $
    9,184
    Liabilities:
     
    Deferred Compensation
    $
    (8,236)
    $
    -
    $
    -
    $
    (8,236)
    Total Liabilities
    $
    (8,236)
    $
    -
    $
    -
    $
    (8,236)
     
     
     
     
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    14
    NOTE 7
     
    – FAIR VALUE MEASUREMENTS
     
    (CONTINUED):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Quoted
    Prices in
    Active
    Significant
    Markets for
    Other
    Significant
    Identical
    Observable
    Unobservable
    February 1,
    2025
    Assets
    Inputs
    Inputs
    Description
    Level 1
    Level 2
    Level 3
    Assets:
     
    State/Municipal Bonds
    $
    1,244
    $
    -
    $
    1,244
    $
    -
     
    Corporate Bonds
    51,326
    -
    51,326
    -
     
    U.S. Treasury/Agencies Notes and Bonds
    4,624
    -
    4,624
    -
     
    Cash Surrender Value of Life Insurance
    9,301
    -
    -
    9,301
     
    Asset-backed Securities (ABS)
    229
    -
    229
    -
    Total Assets
    $
    66,724
    $
    -
    $
    57,423
    $
    9,301
    Liabilities:
     
    Deferred Compensation
    $
    (8,548)
    $
    -
    $
    -
    $
    (8,548)
    Total Liabilities
    $
    (8,548)
    $
    -
    $
    -
    $
    (8,548)
    The
     
    Company’s
     
    investment
     
    portfolio
     
    was
     
    primarily
     
    invested
     
    in
     
    corporate
     
    bonds
     
    and
     
    taxable
     
    governmental
    debt securities held in managed accounts
     
    with underlying ratings of A
     
    or better at May 3, 2025
     
    and February
    1,
     
    2025.
     
    The
     
    state,
     
    municipal
     
    and corporate
     
    bonds and
     
    asset-backed securities
     
    have
     
    contractual
     
    maturities
    which
     
    range
     
    from
    10 days
     
    to
    2.9
     
    years.
     
    The
     
    U.S.
     
    Treasury/Agencies
     
    notes
     
    and
     
    bonds
     
    have
     
    contractual
    maturities which range from
    3
     
    months to
    1.0
     
    year.
     
    Additionally,
     
    at
     
    May
     
    3,
     
    2025,
     
    the
     
    Company
     
    had
     
    deferred
     
    compensation
     
    plan
     
    assets
     
    of
     
    $
    9.2
     
    million.
     
    At
    February
     
    1,
     
    2025,
     
    the
     
    Company
     
    had
     
    deferred
     
    compensation
     
    plan
     
    assets
     
    of
     
    $
    9.3
     
    million.
     
    These
     
    assets
     
    are
    recorded within Other assets in the Condensed
     
    Consolidated Balance Sheets.
    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 the assistance
     
    of a third-party pricing service.
     
    Since quoted prices in active
    markets
     
    for
     
    identical
     
    assets
     
    are
     
    not
     
    available,
     
    these
     
    prices
     
    are
     
    determined
     
    by
     
    the
     
    pricing
     
    service
     
    using
    observable market information such as quotes from less active markets and/or quoted prices of securities with
    similar characteristics, among other factors.
    Deferred compensation plan
     
    assets consist of
     
    life insurance policies.
     
    These life insurance
     
    policies are valued
    based on the cash surrender value of the insurance contract, which is determined based
     
    on such factors as the
    fair value of the underlying assets and discounted cash flow and are therefore classified within
     
    Level 3 of the
    valuation
     
    hierarchy.
     
    The
     
    Level
     
    3
     
    liability
     
    associated
     
    with
     
    the
     
    life
     
    insurance
     
    policies
     
    represents
     
    a
     
    deferred
    compensation obligation,
     
    the value
     
    of which
     
    is tracked
     
    via underlying
     
    insurance funds’
     
    net asset
     
    values, as
    recorded
     
    in
     
    Other
     
    noncurrent
     
    liabilities
     
    in
     
    the
     
    Condensed
     
    Consolidated
     
    Balance
     
    Sheet.
     
    These
     
    funds
     
    are
    designed to mirror mutual funds and money
     
    market funds that are observable and
     
    actively traded.
     
    The
     
    following
     
    tables
     
    summarize
     
    the
     
    change
     
    in
     
    fair
     
    value
     
    of
     
    the
     
    Company’s
     
    financial
     
    assets
     
    and
     
    liabilities
    measured using Level 3 inputs for the
     
    three months ended May 3, 2025
     
    and the year ended February 1,
     
    2025
    (dollars in thousands):
     
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    15
    NOTE 7
     
    – FAIR VALUE MEASUREMENTS
     
    (CONTINUED):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Fair Value
    Measurements Using
    Significant Unobservable
    Asset Inputs (Level 3)
    Cash Surrender Value
    Beginning Balance at February 1, 2025
    $
    9,301
    Redemptions
    -
    Additions
    -
     
    Total gains or (losses):
     
    Included in interest and other income (or changes in net assets)
    (117)
    Ending Balance at May 3, 2025
    $
    9,184
    Fair Value
    Measurements Using
    Significant Unobservable
    Liability Inputs (Level 3)
    Deferred Compensation
    Beginning Balance at February 1, 2025
    $
    (8,548)
    Redemptions
    266
    Additions
    (38)
     
    Total (gains) or losses:
     
    Included in interest and other income (or changes in net assets)
    84
    Ending Balance at May 3, 2025
    $
    (8,236)
    Fair Value
    Measurements Using
    Significant Unobservable
    Asset Inputs (Level 3)
    Cash Surrender Value
    Beginning Balance at February 3, 2024
    $
    8,586
    Redemptions
    -
    Additions
    -
     
    Total gains or (losses):
     
    Included in interest and other income (or changes in net assets)
    715
    Ending Balance at February 1, 2025
    $
    9,301
    Fair Value
    Measurements Using
    Significant Unobservable
    Liability Inputs (Level 3)
    Deferred Compensation
    Beginning Balance at February 3, 2024
    $
    (8,654)
    Redemptions
    1,175
    Additions
    (220)
     
    Total (gains) or losses:
     
    Included in interest and other income (or changes in net assets)
    (849)
    Ending Balance at February 1, 2025
    $
    (8,548)
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    16
     
    NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:
    In
     
    December
     
    2023,
     
    the
     
    FASB
     
    issued
     
    ASU
     
    2023-09,
     
    “Income
     
    Taxes
     
    (Topic
     
    740):
     
    Improvements
     
    to
    Income
     
    Tax
     
    Disclosures,”
     
    which
     
    modifies
     
    the
     
    requirements
     
    on
     
    income
     
    tax
     
    disclosures
     
    to
     
    require
    disaggregated
     
    information
     
    about
     
    a
     
    reporting
     
    entity’s
     
    effective
     
    tax
     
    rate
     
    reconciliation
     
    as
     
    well
     
    as
    information on
     
    income taxes
     
    paid.
     
    This guidance
     
    is effective
     
    for fiscal
     
    years beginning
     
    after December
    15, 2024 for all public
     
    business entities, with early adoption and
     
    retrospective application permitted.
     
    The
    Company is
     
    currently in
     
    the process
     
    of evaluating
     
    the potential
     
    impact of
     
    adoption of
     
    this new
     
    guidance
    on its consolidated financial statements and related disclosures.
    In
     
    November
     
    2024,
     
    the
     
    FASB
     
    issued
     
    ASU
     
    2024-03,
     
    “Income
     
    Statement—Reporting
     
    Comprehensive
    Income—Expense
     
    Disaggregation
     
    Disclosures
     
    (Subtopic
     
    220-40):
     
    Disaggregation
     
    of
     
    Income
     
    Statement
    Expenses,”
     
    which
     
    requires
     
    public
     
    entities
     
    to
     
    disclose,
     
    on
     
    an
     
    annual
     
    and
     
    interim
     
    basis,
     
    disaggregated
    information
     
    in
     
    the
     
    footnotes
     
    about
     
    specified
     
    information
     
    related
     
    to
     
    certain
     
    costs
     
    and
     
    expenses.
     
    This
    guidance is effective for annual periods beginning after December 15, 2026 and for interim periods within
    fiscal years beginning after December 15, 2027, with early adoption permitted.
     
    The Company is currently
    in
     
    the
     
    process
     
    of
     
    evaluating
     
    the
     
    potential
     
    impact
     
    of
     
    adoption
     
    of
     
    this
     
    new
     
    guidance
     
    on
     
    its
     
    consolidated
    financial statements and related disclosures.
     
     
     
     
     
    NOTE 9 – INCOME TAXES:
    The Company had an effective tax rate for the
     
    first quarter of 2025 of
    21.9
    % compared to an effective tax
    rate of
    5.6
    % for the first
     
    quarter of 2024.
     
    Income tax expense for the
     
    quarter increased to $
    0.9
     
    million in
    2025 from $
    0.6
     
    million in 2024. The increase in tax expense was primarily due to increases in foreign and
    state income taxes.
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    17
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    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.
     
    Gift cards
     
    do
    not have expiration dates. Layaway transactions are recorded as
     
    deferred revenue until the customer takes
    possession or
     
    forfeits the
     
    merchandise. A
     
    provision is
     
    made for
     
    estimated merchandise
     
    returns based
     
    on
    sales
     
    volumes
     
    and
     
    the
     
    Company’s
     
    experience;
     
    actual
     
    returns
     
    have
     
    not
     
    varied
     
    materially
     
    from
     
    historical
    amounts.
     
    A
     
    provision
     
    is
     
    made
     
    for
     
    estimated
     
    write-offs
     
    associated
     
    with
     
    sales
     
    made
     
    with
     
    the
     
    Company’s
    proprietary
     
    credit
     
    card.
     
    Amounts
     
    related
     
    to
     
    shipping
     
    and
     
    handling
     
    billed
     
    to
     
    customers
     
    in
     
    a
     
    sales
    transaction are
     
    classified as
     
    Other revenue
     
    and the
     
    costs related
     
    to shipping
     
    product to
     
    customers (billed
    and accrued) are classified as Cost of goods sold.
    The Company
     
    offers its
     
    own proprietary
     
    credit card
     
    to customers.
     
    All credit
     
    activity is
     
    performed by
     
    the
    Company’s
     
    wholly-owned subsidiaries.
    No
    ne
     
    of the
     
    credit card
     
    receivables are
     
    secured.
     
    The
     
    Company
    estimated customer credit losses of $
    215,000
     
    and $
    171,000
     
    for the periods ended May 3, 2025 and May 4,
    2024, respectively,
     
    on sales purchased
     
    by the Company’s
     
    proprietary credit card of
     
    $
    5.4
     
    million and $
    5.7
    million for the periods ended May 3, 2025 and May 4, 2024, respectively.
    The
     
    following
     
    table
     
    provides
     
    information
     
    about
     
    receivables
     
    and
     
    contract
     
    liabilities
     
    from
     
    contracts
     
    with
    customers (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Balance as of
    May 3, 2025
    February 1, 2025
    Proprietary Credit Card Receivables, net
    $
    10,756
    $
    10,848
    Gift Card Liability
    $
    6,191
    $
    7,541
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    18
     
    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
    May 3, 2025
    May 4, 2024
    Operating lease cost
    $
    16,588
    $
    17,002
    Variable
     
    lease cost (a)
    $
    438
    $
    497
    (a) Primarily relates to monthly percentage rent for stores not presented on the balance sheet.
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    19
    NOTE 12 – LEASES (CONTINUED):
    Supplemental cash flow
     
    information and non-cash
     
    activity related to
     
    the Company’s
     
    operating leases are
    as follows (in thousands):
     
     
     
     
     
     
     
     
     
     
     
    Operating cash flow information:
    Three Months Ended
    May 3, 2025
    May 4, 2024
    Cash paid for amounts included in the measurement of lease liabilities
    $
    14,534
    $
    15,607
    Non-cash activity:
    Right-of-use assets obtained in exchange for lease obligations, net of rent violations
    $
    1,206
    $
    444
    Weighted-average
     
    remaining
     
    lease
     
    term
     
    and
     
    discount
     
    rate
     
    for
     
    the
     
    Company’s
     
    operating
     
    leases
     
    are
     
    as
    follows:
     
     
     
     
     
     
     
    As of
    May 3, 2025
    May 4, 2024
    Weighted-average remaining lease term
    2.1
     
    Years
    2.1
     
    Years
    Weighted-average discount rate
    5.90%
    4.65%
    As of May 3, 2025, the maturities of lease liabilities by fiscal year for the Company’s
     
    operating leases are
    as follows (in thousands):
     
     
     
     
     
    Fiscal Year
    2025 (a)
    $
    49,952
    2026
    43,045
    2027
    27,948
    2028
    16,845
    2029
    8,066
    Thereafter
    575
    Total lease payments
    146,431
    Less: Imputed interest
    13,835
    Present value of lease liabilities
    $
    132,596
    (a) Excluding the 3 months ended May 3, 2025.
     
     
    20
    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
     
    January
     
    31,
     
    2026
     
    (“fiscal
     
    2025”)
     
    and
     
    beyond,
     
    including,
     
    but
     
    not
     
    limited
     
    to,
    statements regarding expected
     
    amounts of
     
    capital expenditures and
     
    store openings, relocations,
     
    remodels
    and closures, statements
     
    regarding the potential
     
    impact of the
     
    COVID-19 or other
     
    pandemics and related
    responses
     
    and
     
    mitigation
     
    efforts,
     
    as
     
    well
     
    as
     
    the
     
    potential
     
    impact
     
    of
     
    supply
     
    chain
     
    disruptions,
     
    extreme
    weather conditions,
     
    trade policies,
     
    inflationary pressures and
     
    other economic
     
    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,
     
    inflation,
     
    wage
     
    rates,
     
    tax
     
    rates,
     
    tariffs,
     
    interest
     
    rates,
     
    home
    values,
     
    consumer
     
    net
     
    worth
     
    and
     
    the
     
    availability
     
    of
     
    credit;
     
    changes
     
    in
     
    laws,
     
    regulations
     
    or
     
    government
    policies affecting
     
    our business,
     
    including but
     
    not limited
     
    to tariffs
     
    and taxes;
     
    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;
    underperformance or
     
    other
     
    factors
     
    that
     
    may lead
     
    to
     
    a
     
    continuation or
     
    acceleration
     
    of
     
    store
     
    closures
     
    and
    negatively affect
     
    the Company’s
     
    profitability,
     
    financial condition
     
    and prospects;
     
    adverse weather,
     
    public
    health
     
    threats
     
    (including
     
    the
     
    COVID-19
     
    or
     
    other
     
    pandemics),
     
    acts
     
    of
     
    war
     
    or
     
    aggression
     
    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
    February
     
    1,
     
    2025
     
    (“fiscal
     
    2024”),
     
    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)
    21
    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
     
    Part
     
    II,
     
    Item
     
    7
     
    in
     
    the
    Company’s Annual Report on
     
    Form 10-K for the
     
    fiscal year ended February
     
    1, 2025. The preparation
     
    of the
    Company’s
     
    financial
     
    statements in
     
    conformity
     
    with
     
    generally
     
    accepted accounting
     
    principles in
     
    the
     
    United
    States (“GAAP”) requires management to make estimates and assumptions about future events that affect the
    amounts reported in the
     
    financial statements and accompanying
     
    notes. Future events
     
    and their effects cannot
    be
     
    determined
     
    with
     
    absolute
     
    certainty.
     
    Therefore,
     
    the
     
    determination
     
    of
     
    estimates
     
    requires
     
    the
     
    exercise
     
    of
    judgment. Actual results
     
    inevitably will differ
     
    from those estimates,
     
    and such differences
     
    may be material
     
    to
    the
     
    financial
     
    statements.
     
    The
     
    most
     
    significant
     
    accounting
     
    estimates
     
    inherent
     
    in
     
    the
     
    preparation
     
    of
     
    the
    Company’s financial
     
    statements include
     
    the calculation
     
    of potential
     
    asset impairment,
     
    income tax
     
    valuation
    allowances,
     
    reserves
     
    relating
     
    to
     
    self-insured
     
    health
     
    insurance,
     
    workers’
     
    compensation,
     
    general
     
    and
     
    auto
    insurance
     
    liabilities,
     
    uncertain
     
    tax
     
    positions,
     
    the
     
    allowance
     
    for
     
    customer
     
    credit
     
    losses,
     
    and
     
    inventory
    shrinkage.
    The Company’s critical accounting policies and
     
    estimates are discussed with the Audit Committee.
     
     
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    22
    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
    May 3, 2025
    May 4, 2024
    Total retail sales
    100.0
    %
    100.0
    %
    Other revenue
    1.1
    1.0
    Total revenues
    101.1
    101.0
    Cost of goods sold (exclusive of depreciation)
    64.9
    64.2
    Selling, general and administrative (exclusive of depreciation)
    32.8
    32.4
    Depreciation
    1.5
    1.2
    Interest and other income
    (0.7)
    (3.3)
    Income before income taxes
    2.5
    6.6
    Net income
    2.0
    6.3
     
     
     
     
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    23
    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 2024
    Annual Report
    on Form 10-K.
    Recent Developments
    Tariff Pressures
    A
     
    significant
     
    quantity
     
    of
     
    our
     
    products
     
    are
     
    made
     
    in
     
    China
     
    and
     
    Southeast
     
    Asia.
     
    The
     
    products
     
    from
     
    these
    countries
     
    are
     
    subject
     
    to
     
    the
     
    newly
     
    implemented
     
    reciprocal
     
    tariffs,
     
    as
     
    well
     
    as
     
    an
     
    additional
     
    Section
     
    301
     
    ad
    valorem tariff on Chinese products.
     
    In the quarter, only products from China were subject to the
     
    Section 301
    ad
     
    valorem
     
    tariffs.
     
    These
     
    tariffs
     
    increased
     
    our
     
    costs
     
    associated
     
    with
     
    receipted
     
    products
     
    made
     
    in
     
    these
    countries in the latter half of
     
    the first quarter and will continue
     
    to do so in the
     
    second quarter.
    These
     
    cost increases
     
    will
     
    negatively impact
     
    our results
     
    of operations
     
    and financial
     
    condition
     
    unless
     
    we
     
    are
    able to successfully mitigate their effects by increasing retail pricing without losing sales and/or sharing these
    costs with
     
    our vendors.
     
    Certain product
     
    categories such as
     
    shoes and
     
    handbags will
     
    be difficult
     
    to source
     
    in
    countries with lower tariffs.
    Additionally, our supply
     
    chain may be impacted
     
    in the second quarter
     
    as the flow of
     
    Chinese products to the
    United States
     
    was reduced
     
    due to
     
    the high
     
    reciprocal tariffs
     
    that were
     
    only recently
     
    decreased in
     
    mid-May.
    Potential supply chain
     
    issues such as
     
    products delivered late
     
    due to port
     
    congestion, longer transit
     
    times and
    dwell times at port, and container availability may impact the costs we pay for
     
    ocean freight or the timeliness
    of
     
    our
     
    product
     
    deliveries,
     
    any
     
    of
     
    which
     
    may
     
    negatively
     
    impact
     
    our
     
    results
     
    of
     
    operations
     
    and
     
    financial
    condition.
    Pricing
     
    Pressures
    The pressure on our customers’ discretionary income continued into fiscal 2025.
     
    As the cost of tariffs begins
    to
     
    impact
     
    retail
     
    pricing,
     
    our
     
    customers
     
    may
     
    become
     
    more
     
    cautious
     
    with
     
    their
     
    discretionary
     
    spending.
     
    The
    customers’
     
    caution
     
    in
     
    regard
     
    to
     
    their
     
    discretionary
     
    spending
     
    will
     
    put
     
    additional
     
    pressure
     
    on
     
    our
     
    ability
     
    to
    mitigate the cost increases caused by
     
    tariffs.
    Comparison of First Quarter of 2025
     
    with 2024
    Total retail sales for the first quarter
     
    were $168.4 million compared to
     
    last year’s first quarter sales of
     
    $175.3
    million.
     
    Sales
     
    decreased
     
    primarily
     
    due
     
    to
     
    stores
     
    that
     
    were
     
    closed
     
    in
     
    the
     
    past
     
    12
     
    months.
     
    Same-store
     
    sales
    were flat
     
    for the
     
    quarter. 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 5.0%
     
    of sales for the first quarter of
     
    fiscal 2025 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,
     
    shipping
     
    charged
     
    to
     
    customers
     
    for
     
    e-
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    24
    commerce
     
    purchases
     
    and
     
    layaway
     
    fees),
     
    were
     
    $170.2
     
    million
     
    for
     
    the
     
    first
     
    quarter
     
    ended
     
    May
     
    3,
     
    2025,
    compared to $177.1
     
    million for
     
    the first
     
    quarter ended May
     
    4, 2024. The
     
    Company operated
     
    1,109 stores
     
    at
    May 3, 2025 compared
     
    to 1,171 stores at
     
    the end of last fiscal
     
    year’s first quarter.
     
    For the first three
     
    months
    of
     
    fiscal
     
    2025,
     
    the
     
    Company
     
    permanently
     
    closed
     
    eight
     
    stores.
     
    The
     
    Company
     
    currently
     
    expects
     
    to
     
    close
    approximately 50 stores in fiscal 2025.
    Other revenue, a component of
     
    total revenues, was $1.8 million for the first
     
    quarter of fiscal 2025, compared
    to $1.8
     
    million for
     
    the prior
     
    year’s comparable
     
    first quarter.
     
    Included in
     
    Other revenue
     
    is credit
     
    revenue of
    $0.7 million
     
    which represented
     
    0.4% of
     
    total revenues
     
    in the
     
    first quarter
     
    of fiscal
     
    2025, flat
     
    both in
     
    dollars
    and percentage compared
     
    to 2024.
     
    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
     
    2025, compared
     
    to last
     
    year’s
    first quarter expenses of $0.4 million.
     
    Cost of goods
     
    sold was $109.3
     
    million, or 64.9%
     
    of retail sales for
     
    the first quarter of
     
    fiscal 2025, compared
    to $112.5
     
    million, or
     
    64.2% of
     
    retail sales
     
    in the
     
    first quarter
     
    of fiscal
     
    2024.
     
    The increase
     
    in cost
     
    of goods
    sold as a
     
    percent of sales
     
    was due to increased
     
    sales of marked down
     
    goods, partially offset by
     
    lower buying
    and freight
     
    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
     
    5.8%
     
    to
     
    $59.1
     
    million
     
    for
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2025
     
    compared
     
    to
     
    $62.8
    million in the first quarter of fiscal 2024.
     
    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
     
    $55.3 million,
     
    or 32.8%
     
    of retail
     
    sales for
     
    the first
     
    quarter of
     
    fiscal 2025,
     
    compared to
     
    $56.8
    million,
     
    or
     
    32.4%
     
    of
     
    retail
     
    sales
     
    in
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2024.
     
    SG&A
     
    expense
     
    was
     
    lower
     
    in
     
    the
     
    first
    quarter of fiscal
     
    2025 compared to
     
    the first quarter
     
    of fiscal 2024
     
    primarily due to
     
    lower corporate and
     
    field
    payroll
     
    expense,
     
    as
     
    well
     
    as
     
    lower
     
    insurance
     
    costs
     
    and
     
    store
     
    expenses,
     
    partially
     
    offset
     
    by
     
    increases
     
    in
    equipment maintenance.
    Depreciation expense was $2.6 million, or 1.5% of retail sales for the first quarter of fiscal 2025, compared to
    $2.0 million,
     
    or 1.2% of
     
    retail sales
     
    for the first
     
    quarter of
     
    fiscal 2024.
     
    The increase in
     
    depreciation expense
    was due to the distribution center
     
    automation implementation at the end
     
    of the second quarter of 2024.
    Interest
     
    and
     
    other
     
    income
     
    was
     
    $1.2
     
    million,
     
    or
     
    0.7%
     
    of
     
    retail
     
    sales
     
    for
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2025,
    compared
     
    to
     
    $5.8
     
    million,
     
    or
     
    3.3%
     
    of
     
    retail
     
    sales
     
    for
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2024.
     
    The
     
    decrease
     
    was
    primarily
     
    due
     
    to
     
    a
     
    $3.2
     
    million
     
    net
     
    gain
     
    on
     
    the
     
    sale
     
    of
     
    land
     
    held
     
    for
     
    investment
     
    and
     
    the
     
    sale
     
    of
     
    equity
    securities recorded in the first quarter
     
    of 2024.
    Income tax expense
     
    was $0.9 million or
     
    0.6% of retail sales
     
    for the first quarter
     
    of fiscal 2025, compared
    to
     
    income
     
    tax
     
    expense
     
    of
     
    $0.6
     
    million,
     
    or
     
    0.4%
     
    of
     
    retail
     
    sales
     
    for
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2024.
     
    The
    effective
     
    income
     
    tax
     
    rate
     
    for
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2025
     
    was
     
    21.9%
     
    compared
     
    to
     
    5.6%
     
    for
     
    the
     
    first
     
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    25
    quarter of
     
    2024. The
     
    increase in
     
    tax expense
     
    was primarily
     
    due to
     
    increases in
     
    foreign and
     
    state income
    taxes.
    LIQUIDITY, CAPITAL
     
    RESOURCES
     
    AND MARKET
     
    RISK:
     
    The Company
     
    believes that
     
    its cash,
     
    cash equivalents
     
    and short-term
     
    investments, together
     
    with cash
     
    flows
    from operations
     
    and its
     
    new asset-backed
     
    revolving line
     
    of credit,
     
    will be
     
    adequate to
     
    fund the
     
    Company’s
    regular operating requirements and expected
     
    capital expenditures for the next 12
     
    months.
    Cash
     
    provided
     
    by
     
    operating
     
    activities
     
    for
     
    the
     
    first
     
    three
     
    months
     
    of
     
    fiscal
     
    2025
     
    was
     
    primarily generated
     
    by
    earnings
     
    adjusted
     
    for
     
    depreciation
     
    and
     
    changes
     
    in
     
    working
     
    capital.
     
    The
     
    decrease
     
    in
     
    cash
     
    provided
     
    of
     
    $1.8
    million
     
    for
     
    the
     
    first
     
    three
     
    months
     
    of
     
    fiscal
     
    2025
     
    as
     
    compared
     
    to
     
    the
     
    first
     
    three
     
    months
     
    of
     
    fiscal
     
    2024
     
    was
    primarily attributable to
     
    lower net income,
     
    partially offset by
     
    the relative change
     
    in inventory from
     
    year-end
    to the first
     
    quarter for both
     
    years and non-operating
     
    gain on the
     
    sale of assets
     
    held for investment
     
    in the first
    quarter of fiscal 2024.
    At May 3, 2025, the Company had working capital of $43.9 million compared to $34.9 million at February 1,
    2025.
     
    The increase was primarily attributable to an increase in cash and lower current lease
     
    liability, partially
    offset by lower short-term investments and higher
     
    accounts payable.
    On March 13, 2025, the Company,
     
    as borrower, and certain other
     
    domestic subsidiaries, as borrowers and
    guarantors, entered
     
    into a
     
    Credit Agreement
     
    (the “ABL
     
    Credit Agreement”)
     
    and related
     
    loan documents,
    by
     
    and
     
    among
     
    the
     
    Company,
     
    certain
     
    other
     
    of
     
    the
     
    Company’s
     
    domestic
     
    subsidiaries,
     
    and
     
    Wells
     
    Fargo
    Bank,
     
    National
     
    Association,
     
    as
     
    the
     
    lender
     
    (the
     
    “Lender”),
     
    to
     
    establish
     
    an
     
    asset-based
     
    revolving
     
    credit
    facility (the “ABL
     
    Facility”) in an
     
    amount up to
     
    $35.0 million. The proceeds
     
    from the ABL
     
    Facility may
    be used to provide funding for ongoing working capital and general corporate
     
    purposes.
    The ABL
     
    Credit Agreement
     
    is committed
     
    through May
     
    2027 and
     
    is secured
     
    primarily by
     
    inventory and
    third-party credit
     
    card receivables.
     
    There
     
    were no
     
    borrowings outstanding
     
    and the
     
    availability under
     
    the
    facility was
     
    $30.0 million
     
    before giving
     
    effect
     
    to a
     
    $3.0 million
     
    outstanding letter
     
    of credit
     
    that reduced
    borrowing availability to
     
    $27.0 million
     
    as of
     
    May 3,
     
    2025.
     
    The weighted
     
    average interest rate
     
    under the
    credit facility was zero at May 3, 2025 due to no outstanding borrowings.
    Expenditures
     
    for
     
    property
     
    and
     
    equipment
     
    totaled
     
    $1.0
     
    million
     
    in
     
    the
     
    first
     
    three
     
    months
     
    of
     
    fiscal
     
    2025,
    compared
     
    to
     
    $3.3
     
    million
     
    in
     
    last
     
    year’s
     
    first
     
    three
     
    months.
     
    The
     
    decrease
     
    in
     
    expenditures
     
    for
     
    property
     
    and
    equipment
     
    was
     
    primarily
     
    due
     
    to
     
    lower
     
    capital
     
    investments
     
    in
     
    information
     
    technology
     
    and
     
    the
     
    distribution
    center, as well
     
    as no new
     
    store openings in
     
    the first quarter
     
    of fiscal 2025.
     
    For the full
     
    fiscal 2025 year,
     
    the
    Company expects
     
    to invest
     
    approximately $7.3
     
    million in
     
    capital expenditures,
     
    including distribution
     
    center
    automation projects.
    Net
     
    cash
     
    provided
     
    by
     
    investing
     
    activities
     
    totaled
     
    $7.9
     
    million
     
    in
     
    the
     
    first
     
    three
     
    months
     
    of
     
    fiscal
     
    2025
    compared to $14.6 million provided in the comparable period of fiscal 2024. The decrease
     
    was primarily due
    to
     
    a
     
    decrease
     
    in
     
    the
     
    sales
     
    of
     
    short-term
     
    investments
     
    and
     
    other
     
    assets,
     
    partially
     
    offset
     
    by
     
    lower
     
    capital
    expenditures.
    Net cash used in
     
    financing activities totaled $0.9
     
    million in the first
     
    three months of fiscal
     
    2025 compared to
    $5.6
     
    m
    illion used in the comparable
     
    period of fiscal
     
    2024. The decrease was
     
    primarily due to
     
    no dividends
    paid and reduced stock repurchases.
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    26
    As
     
    of
     
    May
     
    3,
     
    2025,
     
    the
     
    Company
     
    had
     
    703,419
     
    shares
     
    remaining
     
    in
     
    open
     
    authorizations
     
    under
     
    its
     
    share
    repurchase program.
    The Company does not use
     
    derivative financial instruments.
    The
     
    Company’s
     
    investment
     
    portfolio
     
    was
     
    primarily
     
    invested
     
    in
     
    corporate
     
    bonds
     
    and
     
    taxable
     
    governmental
    debt securities held in managed accounts
     
    with underlying ratings of A
     
    or better at May 3, 2025
     
    and February
    1,
     
    2025.
     
    The
     
    state,
     
    municipal
     
    and corporate
     
    bonds and
     
    asset-backed securities
     
    have
     
    contractual
     
    maturities
    which
     
    range
     
    from
     
    10
     
    days
     
    to
     
    2.9
     
    years.
     
    The
     
    U.S.
     
    Treasury/Agencies
     
    notes
     
    and
     
    bonds
     
    have
     
    contractual
    maturities which range from 3 months to
     
    1.0 year.
    Additionally,
     
    at
     
    May
     
    3,
     
    2025,
     
    the
     
    Company
     
    had
     
    deferred
     
    compensation
     
    plan
     
    assets
     
    of
     
    $9.2
     
    million.
     
    At
    February
     
    1,
     
    2025,
     
    the
     
    Company
     
    had
     
    deferred
     
    compensation
     
    plan
     
    assets
     
    of
     
    $9.3
     
    million.
     
    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
    27
    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
     
    May
     
    3,
     
    2025.
     
    Based
     
    on
     
    this
    evaluation, our Principal Executive Officer and Principal
     
    Financial Officer concluded that, as of May
     
    3, 2025,
    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 May 3, 2025 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
    28
    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
     
    1,
     
    2025.
     
    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 May 3, 2025:
    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 2025
    135,279
    $
    3.35
    135,279
    March 2025
    129,603
    2.91
    129,603
    April 2025
    29,154
    2.37
    29,154
    Total
    294,036
    $
    3.06
    294,036
    703,419
    (1)
    Prices include trading costs.
    (2)
    As of February
     
    1, 2025, the
     
    Company’s share
     
    repurchase program had
     
    997,455 shares remaining
    in
     
    open authorizations.
     
    During
     
    the
     
    first
     
    quarter
     
    ended
     
    May
     
    3,
     
    2025,
     
    the
     
    Company repurchased
    and retired
     
    294,036 shares under
     
    this program
     
    for approximately
     
    $899,087 or
     
    an average
     
    market
    price of $3.06 per share.
     
    As of May 3, 2025, the Company had 703,419 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
    29
    ITEM 4.
     
    MINE SAFETY DISCLOSURES:
    No matters requiring disclosure.
    ITEM 5.
     
    OTHER INFORMATION:
    During the
     
    three months
     
    ended May
     
    3, 2025,
     
    none of
     
    the Company’s
     
    directors or
     
    officers (as
     
    defined in
    Rule 16a-1(f) of the
     
    Securities Exchange Act of 1934,
     
    as amended)
    adopted
     
    or
    terminated
     
    a “Rule10b5-1
    trading arrangement” or
     
    a “
    non-Rule
    10b5-1
     
    trading arrangement” (as
     
    such terms are
     
    defined in Item
     
    408
    of Regulation S-K).
    ITEM 6.
     
    EXHIBITS:
     
    Exhibit No.
    Item
     
    3.1
    Registrant’s Amended and Restated Certificate of Incorporation,
    incorporated by reference to Exhibit 3.1 to Form 10-Q of the Registrant
    for the quarter ended May 2, 2020.
     
    3.2
    Registrant’s Amended and Restated By-Laws, incorporated by
    reference to Exhibit 3.2 to Form 10-Q of the Registrant for the quarter
    ended May 2, 2020.
    10.1
    Credit Agreement, dated as of March 13, 2025, by and among Wells
    Fargo Bank, National Association, as Lender, and The Cato
    Corporation and certain of its subsidiaries as Borrowers and certain
    of its other subsidiaries as Guarantors, incorporated by reference to
    Exhibit 10.1 to Form 8-K of the Registrant filed March 19, 2025.
     
    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.INS
    Inline XBRL Instance Document
    101.SCH
    Inline XBRL Taxonomy Extension Schema Document
    101.CAL
    Inline XBRL Taxonomy Extension Calculation Linkbase
     
    Document
    101.DEF
    Inline XBRL Taxonomy Extension Definitions Linkbase
     
    Document
    101.LAB
    Inline XBRL Taxonomy Extension Label
     
    Linkbase Document
    101.PRE
    Inline XBRL Taxonomy Extension Presentation Linkbase
     
    Document
    104.1
    Cover
     
    Page
     
    Interactive
     
    Data
     
    File
     
    (Formatted
     
    in
     
    Inline
     
    XBRL
     
    and
    contained in the Interactive Data Files submitted as Exhibit 101.1*)
     
    * Submitted electronically herewith.
     
     
     
     
     
     
     
    THE CATO CORPORATION
    PART
     
    II OTHER
     
    INFORMATION
    30
    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 29, 2025
    /s/ John P.
     
    D. Cato
    Date
    John P.
     
    D. Cato
    Chairman, President and
    Chief Executive Officer
    May 29, 2025
    /s/ Charles D. Knight
    Date
    Charles D. Knight
     
    Executive Vice President
    Chief Financial Officer
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