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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
October 28, 2023
OR
TRANSITION
 
REPORT PURSUANT
 
TO SECTION
 
13 OR 15(d)
 
OF THE SECURITIES
 
EXCHANGE
 
ACT OF
1934
For the transition period from ________________to__________________
Commission file number
 
1-31340
 
THE CATO CORPORATION
(Exact name of registrant as specified in its
 
charter)
 
Delaware
56-0484485
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
8100 Denmark Road
,
Charlotte
,
North Carolina
 
28273-5975
(Address of principal executive offices)
(Zip Code)
(704)
554-8510
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if
 
changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
Indicate
 
by check
 
mark
 
whether
 
the
 
registrant
 
(1)
 
has
 
filed
 
all
 
reports
 
required
 
to
 
be
 
filed
 
by Section
 
13
 
or
 
15(d)
 
of
 
the
 
Securities
Exchange Act of 1934
 
during the preceding 12
 
months (or for such shorter
 
period that the registrant
 
was required to file such
 
reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes
X
No
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
has
 
submitted
 
electronically
 
every
 
Interactive
 
Data
 
File
 
required
 
to
 
be
 
submitted
pursuant to Rule
 
405 of Regulation
 
S-T (§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).
As
 
of
 
October
 
28,
 
2023,
 
there
 
were
18,821,512
 
shares
 
of
 
Class A
 
common
 
stock
 
and
1,763,652
 
shares
 
of
 
Class B
 
common
 
stock
outstanding.
2
THE CATO CORPORATION
FORM 10-Q
Quarter Ended October 28, 2023
Table
 
of Contents
Page No.
PART
 
I – FINANCIAL INFORMATION
 
(UNAUDITED)
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
3
For the Three Months and Nine Months Ended October
 
28, 2023 and October 29,
2022
Condensed Consolidated Balance Sheets
4
At October 28, 2023 and January 28,
 
2023
Condensed Consolidated Statements of Cash Flows
5
For the Nine Months Ended October 28, 2023 and
 
October 29, 2022
Condensed Consolidated Statements of Stockholders’ Equity
6 – 7
For the Nine Months Ended October 28, 2023 and
 
October 29, 2022
Notes to Condensed Consolidated Financial Statements
8 – 22
For the Three Months and Nine Months Ended October
 
28, 2023 and October 29,
2022
Item 2.
Management’s Discussion and Analysis
 
of Financial Condition and
Results of Operations
23 – 29
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
30
Item 4.
Controls and Procedures
30
PART
 
II – OTHER INFORMATION
Item 1.
Legal Proceedings
31
Item 1A.
Risk Factors
31
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
32
Item 3.
Defaults Upon Senior Securities
32
Item 4.
Mine Safety Disclosures
32
Item 5.
Other Information
32
Item 6.
Exhibits
32
Signatures
33
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
PART
 
I FINANCIAL INFORMATION
ITEM 1.
 
FINANCIAL STATEMENTS
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended
Nine Months Ended
October 28,
2023
October 29,
2022
October 28,
2023
October 29,
2022
(Dollars in thousands, except per share data)
REVENUES
 
Retail sales
$
156,682
$
174,921
$
528,174
$
574,860
 
Other revenue (principally finance charges, late fees and
 
layaway charges)
1,574
1,705
5,003
5,351
 
Total revenues
158,256
176,626
533,177
580,211
COSTS AND EXPENSES, NET
 
Cost of goods sold (exclusive of depreciation shown
 
below)
105,832
123,752
345,536
387,744
 
Selling, general and administrative (exclusive of
 
depreciation
 
shown below)
61,792
61,397
185,344
182,606
 
Depreciation
2,504
2,864
7,371
8,418
 
Interest and other income
(1,523)
(2,278)
(3,754)
(4,565)
 
Costs and expenses, net
168,605
185,735
534,497
574,203
Income (loss) before income taxes
(10,349)
(9,109)
(1,320)
6,008
Income tax (benefit) expense
(4,272)
(4,656)
(797)
2,988
Net income (loss)
$
(6,077)
$
(4,453)
$
(523)
$
3,020
Basic earnings (loss) per share
$
(0.30)
$
(0.21)
$
(0.02)
$
0.14
Diluted earnings (loss) per share
$
(0.30)
$
(0.21)
$
(0.02)
$
0.14
Comprehensive income:
Net income (loss)
$
(6,077)
$
(4,453)
$
(523)
$
3,020
Unrealized gain (loss) on available-for-sale securities, net of
 
 
deferred income taxes of $
60
 
and $
217
 
for the three and
 
 
nine months ended October 28, 2023 and ($
189
) and ($
532
) for
 
 
the three and nine months ended October 29, 2022,
 
respectively
201
(629)
723
(1,774)
Comprehensive income (loss)
$
(5,876)
$
(5,082)
$
200
$
1,246
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
October 28, 2023
January 28, 2023
ASSETS
(Dollars in thousands)
Current Assets:
Cash and cash equivalents
 
$
25,024
$
20,005
Short-term investments
 
93,552
108,652
Restricted cash
3,908
3,787
Accounts receivable, net of allowance for customer credit losses of
 
$
742
 
and $
761
 
at October 28, 2023 and January 28, 2023, respectively
31,115
26,497
Merchandise inventories
 
98,872
112,056
Prepaid expenses and other current assets
8,591
6,676
 
Total Current Assets
 
261,062
277,673
Property and equipment – net
 
66,302
70,382
Noncurrent deferred income taxes
10,977
9,213
Other assets
 
25,444
21,596
Right-of-Use assets – net
 
123,583
174,276
 
Total Assets
 
$
487,368
$
553,140
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
 
$
86,897
$
91,956
Accrued expenses
 
42,521
41,338
Accrued employee benefits and bonus
1,387
1,690
Accrued income taxes
 
1,988
613
Current lease liability
51,431
67,360
 
Total Current Liabilities
 
184,224
202,957
Other noncurrent liabilities
14,683
16,183
Lease liability
71,143
107,407
Stockholders' Equity:
Preferred stock, $
100
 
par value per share,
100,000
 
shares
 
authorized, none issued
 
-
-
Class A common stock, $
0.033
 
par value per share,
50,000,000
 
shares authorized;
18,821,512
 
shares and
18,723,225
 
shares
 
issued at October 28, 2023 and January 28, 2023, respectively
636
632
Convertible Class B common stock, $
0.033
 
par value per share,
 
15,000,000
 
shares authorized;
 
1,763,652
 
shares and
1,763,652
 
shares
 
issued at October 28, 2023 and January 28, 2023, respectively
59
59
Additional paid-in capital
 
125,949
122,431
Retained earnings
 
91,189
104,709
Accumulated other comprehensive income (loss)
(515)
(1,238)
 
Total Stockholders' Equity
 
217,318
226,593
 
Total Liabilities and Stockholders' Equity
 
$
487,368
$
553,140
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
October 28, 2023
October 29, 2022
(Dollars in thousands)
Operating Activities:
Net income (loss)
$
(523)
$
3,020
Adjustments to reconcile net income (loss) to net cash provided
 
by operating activities:
 
Depreciation
7,371
8,418
 
Provision for customer credit losses
397
217
 
Purchase premium and premium amortization of investments
(226)
606
 
Share-based compensation
3,189
1,517
 
Deferred income taxes
(1,981)
-
 
Loss on disposal of property and equipment
13
106
 
Changes in operating assets and liabilities which provided
 
(used) cash:
 
Accounts receivable
(1,815)
29,916
 
Merchandise inventories
13,184
8,189
 
Prepaid and other assets
(1,716)
1,704
 
Operating lease right-of-use assets and liabilities
(1,499)
(1,895)
 
Accrued income taxes
1,375
1,918
 
Accounts payable, accrued expenses and other liabilities
(6,099)
(34,418)
Net cash provided by operating activities
11,670
19,298
Investing Activities:
Expenditures for property and equipment
 
(10,271)
(14,382)
Purchase of short-term investments
(44,595)
(53,765)
Sales of short-term investments
60,999
68,348
Net cash provided by investing activities
6,133
201
Financing Activities:
Dividends paid
(10,457)
(10,870)
Repurchase of common stock
(2,563)
(11,561)
Proceeds from employee stock purchase plan
357
279
Net cash used in financing activities
(12,663)
(22,152)
Net increase (decrease) in cash, cash equivalents, and restricted cash
5,140
(2,653)
Cash, cash equivalents, and restricted cash at beginning of period
23,792
23,678
Cash, cash equivalents, and restricted cash at end of period
 
$
28,932
$
21,025
Non-cash activity:
Accrued other assets and property and equipment
$
1,100
$
2,311
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
6
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
(Dollars in thousands)
Balance — January 28, 2023
$
691
$
122,431
$
104,709
$
(1,238)
$
226,593
Comprehensive income:
 
Net income
-
-
4,428
-
4,428
 
Unrealized net gains on available-for-sale securities, net of
 
deferred income tax expense of $
107
-
-
-
355
355
Dividends paid ($
0.17
 
per share)
-
-
(3,455)
-
(3,455)
Class A common stock sold through employee stock purchase
 
plan
-
195
-
-
195
Share-based compensation issuances and exercises
-
-
3
-
3
Share-based compensation expense
-
929
-
-
929
Repurchase and retirement of treasury shares
(8)
-
(2,259)
-
(2,267)
Balance — April 29, 2023
$
683
$
123,555
$
103,426
$
(883)
$
226,781
Comprehensive income:
 
Net income
-
-
1,127
-
1,127
 
Unrealized net gains on available-for-sale securities, net of
 
deferred income tax expense of $
50
-
-
-
167
167
Dividends paid ($
0.17
 
per share)
-
-
(3,507)
-
(3,507)
Class A common stock sold through employee stock purchase
 
plan
1
31
-
-
32
Share-based compensation issuances and exercises
-
-
-
-
-
Share-based compensation expense
12
1,212
3
-
1,227
Repurchase and retirement of treasury shares
 
(1)
-
(293)
-
(294)
Balance — July 29, 2023
$
695
$
124,798
$
100,756
$
(716)
$
225,533
Comprehensive income:
 
Net loss
 
-
-
(6,077)
-
(6,077)
 
Unrealized net gains on available-for-sale securities, net of
 
deferred income tax expense of $
60
-
-
-
201
201
Dividends paid ($
0.17
 
per share)
-
-
(3,495)
-
(3,495)
Class A common stock sold through employee stock purchase
 
plan
1
188
-
-
189
Share-based compensation issuances and exercises
-
-
-
-
-
Share-based compensation expense
(1)
963
5
-
967
Repurchase and retirement of treasury shares
-
-
-
-
-
Balance — October 28, 2023
$
695
$
125,949
$
91,189
$
(515)
$
217,318
See notes to condensed consolidated financial statements (unaudited).
 
 
 
 
7
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
 
OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
(Dollars in thousands)
Balance — January 29, 2022
$
728
$
119,540
$
134,208
$
(280)
$
254,196
Comprehensive income:
 
Net income
-
-
9,748
-
9,748
 
Unrealized net losses on available-for-sale securities, net of
 
deferred income tax benefit of $
362
-
-
-
(1,206)
(1,206)
Dividends paid ($
0.17
 
per share)
-
-
(3,638)
-
(3,638)
Class A common stock sold through employee stock purchase
 
plan
-
111
-
-
111
Share-based compensation issuances and exercises
 
-
-
5
-
5
Share-based compensation expense
-
598
-
-
598
Repurchase and retirement of treasury shares
(20)
-
(9,142)
-
(9,162)
Balance — April 30, 2022
$
708
$
120,249
$
131,181
$
(1,486)
$
250,652
Comprehensive income:
 
Net loss
-
-
(2,274)
-
(2,274)
 
Unrealized net gains on available-for-sale securities, net of
 
deferred income tax expense of $
18
-
-
-
61
61
Dividends paid ($
0.17
 
per share)
-
-
(3,632)
-
(3,632)
Class A common stock sold through employee stock purchase
 
plan
-
62
-
-
62
Share-based compensation issuances and exercises
 
7
308
6
-
321
Share-based compensation expense
-
1,077
-
-
1,077
Repurchase and retirement of treasury shares
(1)
-
(433)
-
(434)
Balance — July 30, 2022
$
714
$
121,696
$
124,848
$
(1,425)
$
245,833
Comprehensive income:
 
Net loss
-
-
(4,453)
-
(4,453)
 
Unrealized net losses on available-for-sale securities, net of
 
 
deferred income tax benefit of $
189
-
-
-
(629)
(629)
Dividends paid ($
0.17
 
per share)
-
-
(3,600)
-
(3,600)
Class A common stock sold through employee stock purchase
 
plan
1
154
-
-
155
Share-based compensation issuances and exercises
 
-
(308)
-
-
(308)
Share-based compensation expense
(3)
(228)
5
-
(226)
Repurchase and retirement of treasury shares
(7)
-
(1,958)
-
(1,965)
Balance — October 29, 2022
$
705
$
121,314
$
114,842
$
(2,054)
$
234,807
See notes to condensed consolidated financial statements (unaudited).
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
8
 
NOTE 1 - GENERAL
:
The
 
condensed
 
consolidated
 
financial
 
statements
 
as
 
of
 
October
 
28,
 
2023
 
and
 
for
 
the
 
thirty-nine-week
periods ended October 28, 2023 and October 29, 2022 have been prepared from the accounting records
 
of
The
 
Cato
 
Corporation
 
and
 
its
 
wholly-owned
 
subsidiaries
 
(the
 
“Company”),
 
and
 
all
 
amounts
 
shown
 
are
unaudited.
 
In the opinion of
 
management, all adjustments considered
 
necessary for a fair
 
presentation of
the financial statements have been included.
 
All such adjustments are of a normal, recurring nature unless
otherwise noted.
 
The results
 
of the
 
interim period
 
may not
 
be indicative
 
of the
 
results expected
 
for the
entire year.
The interim financial
 
statements should be read
 
in conjunction with
 
the consolidated financial statements
and
 
notes
 
thereto,
 
included
 
in
 
the
 
Company’s
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
the
 
fiscal
 
year
 
ended
January 28, 2023.
 
Amounts as of January 28, 2023 have been derived from the audited balance sheet, but
do not include all disclosures required by
 
accounting principles generally accepted in the United States of
America.
On November 16, 2023, the Board of Directors maintained the quarterly
 
dividend at $
0.17
 
per share.
During the third quarter of the current fiscal year,
 
the Company received an estimate for costs to repair its
corporate jet,
 
which had
 
sustained damage
 
at
 
the
 
end of
 
the
 
second
 
quarter.
 
The
 
Company determined
that
 
the
 
cost
 
of
 
repair
 
is
 
recoverable
 
and
 
recorded
 
a
 
receivable
 
for
 
the
 
estimated
 
repair
 
cost
 
of
 
$
3.2
million.
 
Management has determined that it is more
 
likely than not that the aircraft
 
will be sold within the next 12
months. The
 
Company reclassified the
 
aircraft as
 
an asset held
 
for sale
 
at its
 
estimated fair value
 
of $
4.2
million, which
 
is included
 
in Other
 
assets in
 
the accompanying Condensed
 
Consolidated Balance Sheets
as of October 28, 2023.
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
9
 
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 (Loss) and Comprehensive Income (Loss).
 
While
 
the
 
Company’s
 
certificate
 
of
 
incorporation
 
provides
 
the
 
right
 
for
 
the
 
Board
 
of
 
Directors
 
to
 
declare
dividends on Class A shares without declaration of commensurate dividends on Class B shares, the Company
has historically paid the same dividends to both Class A and Class B shareholders
 
and the Board of Directors
has resolved to continue this
 
practice.
 
Accordingly, the Company’s allocation
 
of income for purposes
 
of the
EPS
 
computation
 
is
 
the
 
same
 
for
 
Class
 
A
 
and
 
Class
 
B
 
shares
 
and
 
the
 
EPS
 
amounts
 
reported
 
herein
 
are
applicable to both Class A and Class
 
B shares.
Basic
 
EPS
 
is
 
computed
 
as
 
net
 
income
 
less
 
earnings
 
allocated
 
to
 
non-vested
 
equity
 
awards
 
divided
 
by
 
the
weighted average
 
number of
 
common shares
 
outstanding for
 
the period.
 
Diluted EPS
 
reflects the
 
potential
dilution
 
that
 
could
 
occur
 
from
 
common
 
shares
 
issuable
 
through
 
stock
 
options
 
and
 
the
 
Employee
 
Stock
Purchase Plan.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
Nine Months Ended
October 28,
2023
October 29,
2022
October 28,
2023
October 29,
2022
(Dollars in thousands)
Numerator
Net earnings (loss)
$
(6,077)
$
(4,453)
$
(523)
$
3,020
(Earnings) loss allocated to non-vested equity awards
346
240
49
(153)
Net earnings (loss) available to common stockholders
$
(5,731)
$
(4,213)
$
(474)
$
2,867
Denominator
Basic weighted average common shares outstanding
19,421,701
19,934,592
19,373,411
20,029,703
Diluted weighted average common shares outstanding
19,421,701
19,934,592
19,373,411
20,029,703
Net income (loss) per common share
Basic earnings (loss) per share
$
(0.30)
$
(0.21)
$
(0.02)
$
0.14
Diluted earnings (loss) per share
$
(0.30)
$
(0.21)
$
(0.02)
$
0.14
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
10
 
NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME:
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
three months ended October 28, 2023:
 
 
 
 
 
 
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at July 29, 2023
$
(716)
 
Other comprehensive income before
 
 
reclassification
185
 
Amounts reclassified from accumulated
 
other comprehensive income (b)
16
Net current-period other comprehensive income
201
Ending Balance at October 28, 2023
$
(515)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes $
20
 
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 $
4
.
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
nine months ended October 28, 2023:
 
 
 
 
 
 
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at January 28, 2023
$
(1,238)
 
Other comprehensive income before
 
 
reclassification
704
 
Amounts reclassified from accumulated
 
other comprehensive income (b)
19
Net current-period other comprehensive income
723
Ending Balance at October 28, 2023
$
(515)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes $
24
 
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 $
5
.
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
11
 
NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME
 
(CONTINUED):
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
three months ended October 29, 2022:
 
 
 
 
 
 
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at July 30, 2022
$
(1,425)
 
Other comprehensive income before
 
 
reclassifications
(637)
 
Amounts reclassified from accumulated
 
other comprehensive income (b)
8
Net current-period other comprehensive income
(629)
Ending Balance at October 29, 2022
$
(2,054)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes $
11
 
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 $
3
.
The
 
following
 
table
 
sets
 
forth
 
information
 
regarding
 
the
 
reclassification
 
out
 
of
 
Accumulated
 
other
comprehensive income (in thousands) for the
 
nine months ended October 29, 2022:
 
 
 
 
 
 
Changes in Accumulated Other
 
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at January 29, 2022
$
(280)
 
Other comprehensive income before
 
 
reclassifications
(1,788)
 
Amounts reclassified from accumulated
 
other comprehensive income (b)
14
Net current-period other comprehensive income
(1,774)
Ending Balance at October 29, 2022
$
(2,054)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes $
18
 
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 $
4
.
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
12
 
NOTE 4 – FINANCING ARRANGEMENTS:
As of October 28, 2023, the Company has an unsecured revolving credit line, which provides for borrowings
of up
 
to $
35.0
 
million, less
 
the balance
 
of any
 
revocable letters
 
of credit
 
related to
 
purchase commitments,
and is
 
committed through
 
May 2027.
 
The revolving
 
credit agreement
 
contains various
 
financial covenants
and limitations,
 
including the
 
maintenance of
 
specific financial
 
ratios.
 
On October
 
24, 2023,
 
the Company
amended the revolving
 
credit agreement
 
to link
 
the calculation
 
of the
 
Company’s EBITDAR
 
coverage ratio
to
 
the
 
amount
 
of
 
the
 
Company’s
 
cash
 
and
 
investments.
 
Though
 
the
 
effect
 
of
 
the
 
amendment
 
reduced
 
the
minimum EBITDAR
 
coverage ratio
 
for the
 
quarter ended
 
October 28,
 
2023 and
 
is expected
 
to do
 
so going
forward, the Company
 
was in compliance
 
with the amended
 
credit agreement for
 
the quarter ended
 
October
28, 2023
 
and also
 
would have
 
been in
 
compliance without
 
giving effect
 
to the
 
amendment.
 
There were
no
borrowings
 
outstanding,
no
r
 
any
 
outstanding
 
letters
 
of
 
credit
 
that
 
reduced
 
borrowing
 
availability,
 
as
 
of
October 28, 2023.
 
The weighted average
 
interest rate under
 
the credit facility
 
was
zero
 
at October 28,
 
2023
due to
no
 
borrowings outstanding.
 
NOTE 5 – REPORTABLE SEGMENT INFORMATION:
The Company
 
has determined
 
that it
 
has
four
 
operating segments,
 
as defined
 
under ASC
 
280-10 –
Segment
Reporting
, including Cato,
 
It’s Fashion, Versona
 
and Credit.
 
As outlined in
 
ASC 280-10, the
 
Company has
two
 
reportable segments: Retail and Credit.
 
The Company has aggregated its
three
 
retail operating segments,
including
 
e-commerce,
 
based
 
on the
 
aggregation
 
criteria
 
outlined in
 
ASC
 
280-10, which
 
states that
 
two
 
or
more operating segments may be aggregated into a single reportable segment if aggregation is consistent with
the
 
objective
 
and
 
basic
 
principles
 
of
 
ASC
 
280-10,
 
which
 
require
 
the
 
segments
 
to
 
have
 
similar
 
economic
characteristics, products, production processes, clients and
 
methods of distribution.
 
The
 
Company’s
 
retail
 
operating
 
segments
 
have
 
similar
 
economic
 
characteristics
 
and
 
similar
 
operating,
financial and
 
competitive risks.
 
The products
 
sold in each
 
retail operating
 
segment are
 
similar in
 
nature, as
they
 
all
 
offer
 
women’s
 
apparel,
 
shoes
 
and
 
accessories.
 
Merchandise
 
inventory
 
of
 
the
 
Company’s
 
retail
operating
 
segments
 
is
 
sourced
 
from
 
the
 
same
 
countries
 
and
 
some
 
of
 
the
 
same
 
vendors,
 
using
 
similar
production processes.
 
Merchandise for the Company’s retail operating segments is distributed to retail stores
in a similar manner through
 
the Company’s single distribution center and is
 
subsequently sold to customers in
a similar
 
manner.
 
The
 
Company operates
 
its
 
women’s
 
fashion
 
specialty retail
 
stores
 
in
31
 
states
 
as
 
of
 
October
 
28,
 
2023,
principally in
 
the southeastern
 
United States.
 
The Company offers its own credit
 
card to its customers and
all
 
credit
 
authorizations,
 
payment
 
processing
 
and
 
collection
 
efforts
 
are
 
performed
 
by
 
a
 
wholly-owned
subsidiary of the Company.
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
13
 
NOTE 5 – REPORTABLE SEGMENT INFORMATION
 
(CONTINUED):
The following schedule summarizes certain segment
 
information (in thousands):
 
 
 
 
 
Three Months Ended
Nine Months Ended
October 28, 2023
Retail
Credit
Total
October 28, 2023
Retail
Credit
Total
Revenues
$157,595
$661
$158,256
Revenues
$531,243
$1,934
$533,177
Depreciation
2,504
-
2,504
Depreciation
7,370
1
7,371
Interest and other income
(1,523)
-
(1,523)
Interest and other income
(3,754)
-
(3,754)
Income (loss) before
 
income taxes
(10,604)
255
(10,349)
Income (loss) before
 
income taxes
(2,014)
694
(1,320)
Capital expenditures
1,801
-
1,801
Capital expenditures
10,271
-
10,271
Three Months Ended
Nine Months Ended
October 29, 2022
Retail
Credit
Total
October 29, 2022
Retail
Credit
Total
Revenues
$176,057
$569
$176,626
Revenues
$578,580
$1,631
$580,211
Depreciation
2,864
-
2,864
Depreciation
8,417
1
8,418
Interest and other income
(2,278)
-
(2,278)
Interest and other income
(4,565)
-
(4,565)
Income (loss) before
 
income taxes
(9,280)
171
(9,109)
Income before
 
income taxes
5,623
385
6,008
Capital expenditures
3,998
-
3,998
Capital expenditures
14,382
-
14,382
Retail
Credit
Total
Total assets as of October 28, 2023
$450,420
$36,948
$487,368
Total assets as of January 28, 2023
514,609
38,531
553,140
The Company evaluates segment performance based on
 
income before income taxes.
 
The Company does not
allocate certain corporate expenses or
 
income taxes to the credit segment.
The following schedule summarizes the direct expenses
 
of the credit segment, which are
 
reflected in Selling,
general and administrative expenses (in
 
thousands):
 
 
 
 
 
 
 
 
 
 
Three Months Ended
Nine Months Ended
October 28,
2023
October 29,
2022
October 28,
2023
October 29,
2022
Payroll
$
135
$
120
$
411
$
389
Postage
111
107
321
299
Other expenses
160
172
507
557
Total expenses
$
406
$
399
$
1,239
$
1,245
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
14
 
NOTE 6 – STOCK-BASED COMPENSATION:
As of October 28, 2023,
 
the Company had
two
 
long-term compensation plans pursuant to
 
which stock-based
compensation
 
was
 
outstanding
 
or
 
could
 
be
 
granted.
 
The
 
2018
 
Incentive
 
Compensation
 
Plan
 
and
 
2013
Incentive
 
Compensation
 
Plan
 
are
 
for
 
the
 
granting
 
of
 
various
 
forms
 
of
 
equity-based
 
awards,
 
including
restricted stock and stock options for grant, to officers, directors and key employees. Effective May 24,
 
2018,
shares for grant were no longer available
 
under the 2013 Incentive Compensation Plan.
The
 
following
 
table
 
presents
 
the
 
number
 
of
 
options
 
and
 
shares
 
of
 
restricted
 
stock
 
initially
 
authorized
 
and
available for grant under each of
 
the plans as of October 28,
 
2023:
 
 
 
 
2013
2018
Plan
Plan
Total
Options and/or restricted stock initially authorized
1,500,000
4,725,000
6,225,000
Options and/or restricted stock available for grant:
 
 
 
 
October 28, 2023
-
3,124,274
3,124,274
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 October
28,
 
2023
 
and
 
January
 
28,
 
2023,
 
there
 
was
 
$
10,488,000
 
and
 
$
10,543,000
,
 
respectively,
 
of
 
total
unrecognized compensation expense
 
related to nonvested
 
restricted stock awards,
 
which had a
 
remaining
weighted-average
 
vesting
 
period
 
of
2.4
 
years
 
and
2.1
 
years,
 
respectively.
 
Total
 
compensation
 
expense
during
 
the
 
three
 
and
 
nine
 
months
 
ended
 
October
 
28,
 
2023
 
was
 
$
967,000
 
and
 
$
3,126,000
,
 
respectively,
compared
 
to
 
total
 
compensation
 
benefit
 
of
 
$
535,000
 
and
 
total
 
compensation expense
 
of
 
$
1,471,000
 
for
the
 
three
 
and
 
nine
 
months
 
ended
 
October
 
29,
 
2022,
 
respectively.
 
These
 
amounts
 
are
 
classified
 
as
 
a
component of Selling,
 
general and administrative expenses
 
in the Condensed
 
Consolidated Statements of
Income (Loss) and Comprehensive Income (Loss).
The following summary
 
shows the changes
 
in the number
 
of shares of
 
unvested restricted stock
 
outstanding
during
 
the nine months ended
 
October
 
28, 2023:
 
 
 
Weighted Average
Number of
Grant Date Fair
Shares
Value
 
Per Share
Restricted stock awards at January 28, 2023
1,059,433
$
13.10
Granted
414,502
8.29
 
Vested
(217,238)
13.97
 
Forfeited or expired
(109,705)
11.94
 
Restricted stock awards at October 28, 2023
1,146,992
$
11.31
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
15
NOTE 6 – STOCK BASED-COMPENSATION (CONTINUED):
The
 
Company’s
 
Employee
 
Stock
 
Purchase
 
Plan
 
allows
 
eligible
 
full-time
 
employees
 
to
 
purchase
 
a
 
limited
number of
 
shares
 
of the
 
Company’s
 
Class
 
A
 
Common Stock
 
during each
 
semi-annual offering
 
period
 
at
 
a
15
% discount through
 
payroll deductions.
 
During the nine
 
months ended
 
October 28,
 
2023 and
 
October 29,
2022, the
 
Company sold
50,540
 
and
28,504
 
shares to
 
employees at
 
an average
 
discount of
 
$
1.23
 
and $
1.73
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 $
62,000
 
and $
49,000
for
 
the
 
nine
 
months
 
ended
 
October
 
28,
 
2023
 
and
 
October
 
29,
 
2022,
 
respectively.
 
These
 
expenses
 
are
classified as a component of Selling,
 
general and administrative expenses.
 
NOTE 7
 
– FAIR VALUE MEASUREMENTS:
The following
 
tables
 
set forth
 
information regarding
 
the
 
Company’s financial
 
assets and
 
liabilities that
 
are
measured at fair value (in thousands)
 
as of October 28, 2023 and January
 
28, 2023:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
October 28, 2023
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
 
State/Municipal Bonds
$
15,700
$
-
$
15,700
$
-
 
Corporate Bonds
47,759
-
47,759
-
 
U.S. Treasury/Agencies Notes and Bonds
25,625
-
25,625
-
 
Cash Surrender Value of Life Insurance
9,038
-
-
9,038
 
Asset-backed Securities (ABS)
4,468
-
4,468
-
 
Corporate Equities
788
788
-
-
 
Commercial Paper
-
-
-
-
Total Assets
$
103,378
$
788
$
93,552
$
9,038
Liabilities:
 
Deferred Compensation
$
(8,311)
$
-
$
-
$
(8,311)
Total Liabilities
$
(8,311)
$
-
$
-
$
(8,311)
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
16
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
January 28, 2023
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
 
State/Municipal Bonds
$
23,102
$
-
$
23,102
$
-
 
Corporate Bonds
47,901
-
47,901
-
 
U.S. Treasury/Agencies Notes and Bonds
27,250
-
27,250
-
 
Cash Surrender Value of Life Insurance
9,274
-
-
9,274
 
Asset-backed Securities (ABS)
9,373
-
9,373
-
 
Corporate Equities
923
923
-
-
 
Commercial Paper
1,026
-
1,026
-
Total Assets
$
118,849
$
923
$
108,652
$
9,274
Liabilities:
 
Deferred Compensation
$
(8,903)
$
-
$
-
$
(8,903)
Total Liabilities
$
(8,903)
$
-
$
-
$
(8,903)
The Company’s
 
investment portfolio
 
was primarily
 
invested in
 
corporate bonds and
 
tax-exempt and taxable
governmental debt securities held
 
in managed accounts with
 
underlying ratings of A
 
or better at
 
October 28,
2023
 
and
 
January
 
28,
 
2023.
 
The
 
state,
 
municipal
 
and
 
corporate
 
bonds
 
have
 
contractual
 
maturities
 
which
range from
four day
s to
3.1
 
years. The U.S. Treasury Notes
 
have contractual maturities which range from
79
days
 
to
2.3
 
years.
 
These
 
securities
 
are
 
classified
 
as
 
available-for-sale
 
and
 
are
 
recorded
 
as
 
Short-term
investments, Restricted cash and Other assets on the accompanying Condensed Consolidated Balance Sheets.
These assets
 
are carried
 
at fair
 
value with
 
unrealized gains
 
and losses
 
reported net
 
of taxes
 
in Accumulated
other comprehensive income. The
 
asset-backed securities are bonds
 
comprised of auto loans
 
and bank credit
cards that carry
 
AAA ratings. The
 
auto loan
 
asset-backed securities
 
are backed
 
by static
 
pools of
 
auto loans
that were originated and serviced by captive auto finance units, banks or finance companies.
 
The bank credit
card
 
asset-backed
 
securities
 
are
 
backed
 
by revolving
 
pools
 
of credit
 
card receivables
 
generated
 
by account
holders of cards from American Express, Citibank,
 
JPMorgan Chase, Capital One and Discover.
Additionally,
 
at
 
October
 
28,
 
2023,
 
the
 
Company
 
had
 
$
0.8
 
million
 
of
 
corporate
 
equities
 
and
 
deferred
compensation plan assets
 
of $
9.0
 
million.
 
At January 28,
 
2023, the Company
 
had $
0.9
 
million of corporate
equities and deferred compensation plan assets of $
9.3
 
million.
 
All of these assets are recorded within
 
Other
assets in the Condensed Consolidated Balance
 
Sheets.
Level 1 securities are measured at fair value using quoted active market prices.
 
Level 2 investment securities
include
 
corporate
 
bonds,
 
municipal
 
bonds
 
and
 
asset-backed
 
securities
 
for
 
which
 
quoted
 
prices
 
may
 
not
 
be
available on active exchanges for identical
 
instruments.
 
Their fair value is principally based on market
 
values
determined
 
by
 
management
 
with
 
assistance
 
of
 
a
 
third-party
 
pricing
 
service.
 
Since
 
quoted
 
prices
 
in
 
active
markets
 
for
 
identical
 
assets
 
are
 
not
 
available,
 
these
 
prices
 
are
 
determined
 
by
 
the
 
pricing
 
service
 
using
observable market information such as quotes from less active markets and/or quoted prices of securities with
similar characteristics, among other factors.
Deferred compensation plan
 
assets consist of
 
life insurance policies.
 
These life insurance
 
policies are valued
based on the cash surrender value of the insurance contract, which is determined based on
 
such factors as the
fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3
 
of the
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
17
 
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
 
nine months
 
ended October
 
28, 2023
 
and the
 
year ended January
 
28,
2023 (in thousands):
 
 
 
 
 
 
 
 
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Beginning Balance at January 28, 2023
$
9,274
Redemptions
-
Additions
-
Total gains or (losses):
 
Included in interest and other income (or
changes in net assets)
(236)
 
Included in other comprehensive income
-
Ending Balance at October 28, 2023
$
9,038
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred Compensation
Beginning Balance at January 28, 2023
$
(8,903)
 
Redemptions
662
 
Additions
(231)
 
Total (gains) or losses:
 
Included in interest and other income (or
changes in net assets)
161
 
Included in other comprehensive income
-
Ending Balance at October 28, 2023
$
(8,311)
 
 
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
18
 
 
 
 
 
 
 
 
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Beginning Balance at January 29, 2022
$
11,472
Redemptions
(1,718)
Additions
-
Total gains or (losses):
 
Included in interest and other income (or
changes in net assets)
(480)
 
Included in other comprehensive income
-
Ending Balance at January 28, 2023
$
9,274
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred Compensation
Beginning Balance at January 29, 2022
$
(10,020)
 
Redemptions
1,142
 
Additions
(379)
 
Total (gains) or losses:
 
Included in interest and other income (or
changes in net assets)
354
 
Included in other comprehensive income
-
Ending Balance at January 28, 2023
$
(8,903)
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
19
 
NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:
The Company has reviewed recent accounting pronouncements and
 
believe none will have a material
impact on the Company’s financial statements.
 
NOTE 9 – INCOME TAXES:
The Company had an effective tax rate
 
for the first nine months of 2023
 
of
60.4
% compared to
49.7
% for
the first nine months of 2022.
 
The change in the effective tax
 
rate for the first nine months was
 
primarily
due to increases in foreign rate differential and the release of reserves for uncertain tax positions,
 
offset by
decreases
 
in
 
Global
 
Intangible Low-taxed
 
Income (GILTI),
 
state
 
income taxes,
 
non-deductible
 
officer’s
compensation, and foreign tax credits, as percentages on a pre-tax
 
loss.
 
NOTE 10 – COMMITMENTS AND CONTINGENCIES:
The Company is, from time to time, involved in routine litigation incidental to the conduct of its business,
including
 
litigation
 
regarding
 
the
 
merchandise
 
that
 
it
 
sells,
 
litigation
 
regarding
 
intellectual
 
property,
litigation instituted by persons injured upon premises under the Company’s control, litigation with respect
to
 
various
 
employment
 
matters,
 
including
 
alleged
 
discrimination
 
and
 
wage
 
and
 
hour
 
litigation,
 
and
litigation with present or former employees.
Although such
 
litigation is
 
routine and
 
incidental to
 
the conduct
 
of the
 
Company’s business,
 
as with
 
any
business
 
of
 
its
 
size
 
with
 
a
 
significant
 
number
 
of
 
employees
 
and
 
significant
 
merchandise
 
sales,
 
such
litigation could
 
result in
 
large
 
monetary awards.
 
Based on
 
information currently
 
available, management
does
 
not
 
believe
 
that
 
any
 
reasonably
 
possible
 
losses
 
arising
 
from current
 
pending litigation
 
will
 
have
 
a
material adverse
 
effect
 
on the
 
Company’s
 
condensed consolidated
 
financial statements.
 
However,
 
given
the
 
inherent uncertainties
 
involved in
 
such
 
matters, an
 
adverse outcome
 
in
 
one or
 
more of
 
such
 
matters
could
 
materially and
 
adversely affect
 
the
 
Company’s
 
financial condition,
 
results of
 
operations and
 
cash
flows
 
in
 
any
 
particular
 
reporting
 
period.
 
The
 
Company
 
accrues
 
for
 
these
 
matters
 
when
 
the
 
liability
 
is
deemed probable and reasonably estimable.
 
NOTE 11 – REVENUE RECOGNITION:
 
The
 
Company
 
recognizes
 
sales
 
at
 
the
 
point
 
of
 
purchase
 
when
 
the
 
customer
 
takes
 
possession
 
of
 
the
merchandise
 
and
 
pays
 
for
 
the
 
purchase,
 
generally
 
with
 
cash
 
or
 
credit.
 
Sales
 
from
 
purchases
 
made
 
with
Cato
 
credit,
 
gift
 
cards
 
and
 
layaway
 
sales
 
from
 
stores
 
are
 
also
 
recorded
 
when
 
the
 
customer
 
takes
possession of
 
the merchandise. E-commerce
 
sales are
 
recorded when the
 
risk of
 
loss is
 
transferred to the
customer. Gift cards
 
are recorded as deferred revenue until they are
 
redeemed or forfeited. Layaway sales
are recorded as deferred
 
revenue until the customer
 
takes possession of, or
 
forfeits, the merchandise. Gift
cards do not have
 
expiration dates. A provision is
 
made for estimated merchandise returns
 
based on sales
volumes
 
and
 
the
 
Company’s
 
experience;
 
actual
 
returns
 
have
 
not
 
varied
 
materially
 
from
 
historical
amounts.
 
A
 
provision
 
is
 
made
 
for
 
estimated
 
write-offs
 
associated
 
with
 
sales
 
made
 
with
 
the
 
Company’s
proprietary
 
credit
 
card.
 
Amounts
 
related
 
to
 
shipping
 
and
 
handling
 
billed
 
to
 
customers
 
in
 
a
 
sales
transaction are
 
classified as
 
Other revenue
 
and the
 
costs related
 
to shipping
 
product to
 
customers (billed
and accrued) are classified as Cost of goods sold.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
20
 
The Company
 
offers its
 
own proprietary
 
credit card
 
to customers.
 
All credit
 
activity is
 
performed by
 
the
Company’s wholly-owned
 
subsidiaries.
None
 
of the credit
 
card receivables are
 
secured. During the
 
three
and nine months ended October 28, 2023, the
 
Company estimated customer credit losses of $
149,000
 
and
$
421,000
, respectively,
 
compared to $
89,000
 
and $
261,000
 
for the three
 
and nine months
 
ended October
29, 2022,
 
respectively.
 
Sales purchased
 
on the
 
Company’s
 
proprietary credit
 
card for
 
the three
 
and nine
months
 
ended
 
October
 
28,
 
2023
 
were
 
$
5.7
 
million
 
and
 
$
17.4
 
million,
 
respectively,
 
compared
 
to
 
$
5.9
million and $
17.4
 
million for the three and nine months ended October 29, 2022, respectively.
The
 
following
 
table
 
provides
 
information
 
about
 
receivables
 
and
 
contract
 
liabilities
 
from
 
contracts
 
with
customers (in thousands):
 
 
 
Balance as of
October 28, 2023
January 28, 2023
Proprietary Credit Card Receivables, net
$
11,066
$
10,553
Gift Card Liability
$
6,622
$
8,523
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
21
 
NOTE 12 – LEASES:
The
 
Company determines
 
whether
 
an
 
arrangement is
 
a
 
lease
 
at
 
inception.
 
The
 
Company
 
has
 
operating
leases for
 
stores, offices,
 
warehouse space
 
and equipment.
 
Its leases have
 
remaining lease terms
 
of up
 
to
10
 
years based on
 
the estimated likelihood
 
of renewal. Some
 
include options to
 
extend the lease
 
term for
up to
five years
, and some include options to terminate the lease
within one year
. The Company considers
these
 
options in
 
determining the
 
lease
 
term
 
used
 
to
 
establish
 
its
 
right-of-use
 
assets
 
and
 
lease
 
liabilities.
The
 
Company’s
 
lease
 
agreements
 
do
 
not
 
contain
 
any
 
material
 
residual
 
value
 
guarantees
 
or
 
material
restrictive covenants.
As
 
most
 
of
 
the
 
Company’s
 
leases
 
do
 
not
 
provide
 
an
 
implicit
 
rate,
 
the
 
Company
 
uses
 
its
 
estimated
incremental
 
borrowing
 
rate
 
based
 
on
 
the
 
information
 
available
 
at
 
commencement
 
date
 
of
 
the
 
lease
 
in
determining the present value of lease payments.
The components of lease cost are shown below (in thousands):
 
 
 
 
Three Months Ended
October 28, 2023
October 29, 2022
Operating lease cost (a)
$
17,498
$
17,919
Variable
 
lease cost (b)
$
544
$
707
(a) Includes right-of-use asset amortization of ($
0.3
) million and ($
0.4
) million for the three months ended October 28, 2023 and
October 29, 2022, respectively.
(b) Primarily related to monthly percentage rent for stores not presented on the condensed consolidated balance sheets.
 
 
 
Nine Months Ended
October 28, 2023
October 29, 2022
Operating lease cost (a)
$
53,174
$
53,521
Variable
 
lease cost (b)
$
1,642
$
2,053
(a) Includes right-of-use asset amortization of ($
0.9
) million and ($
1.3
) million for the nine months ended October 28, 2023 and
October 29, 2022, respectively.
(b) Primarily related to monthly percentage rent for stores not presented on the condensed consolidated balance sheets.
 
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(UNAUDITED)
FOR THE THREE MONTHS AND
 
NINE MONTHS ENDED OCTOBER 28, 2023 AND
OCTOBER 29, 2022
22
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
October 28, 2023
October 29, 2022
Cash paid for amounts included in the measurement of lease liabilities
$
16,671
$
17,264
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations
$
(1,468)
$
2,107
 
 
 
Nine Months Ended
October 28, 2023
October 29, 2022
Cash paid for amounts included in the measurement of lease liabilities
$
50,696
$
51,138
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations
$
1,435
$
8,156
Weighted-average
 
remaining
 
lease
 
term
 
and
 
discount
 
rate
 
for
 
the
 
Company’s
 
operating
 
leases
 
are
 
as
follows:
 
 
 
As of
October 28, 2023
October 29, 2022
Weighted-average remaining lease term
1.8
 
years
2.0
 
years
Weighted-average discount rate
3.30%
2.84%
Maturities
 
of
 
lease
 
liabilities
 
by
 
fiscal
 
year
 
for
 
the
 
Company’s
 
operating
 
leases
 
are
 
as
 
follows
 
(in
thousands):
 
 
 
 
 
Fiscal Year
2023 (a)
$
16,144
2024
49,756
2025
32,711
2026
19,525
2027
9,165
Thereafter
1,836
Total lease payments
129,137
Less: Imputed interest
6,563
Present value of lease liabilities
$
122,574
(a) Excluding the nine months ended October 28, 2023
 
 
23
THE CATO CORPORATION
ITEM 2.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION:
The
 
following
 
information
 
should
 
be
 
read
 
along
 
with
 
the
 
unaudited
 
Condensed
 
Consolidated
 
Financial
Statements,
 
including
 
the
 
accompanying
 
Notes
 
appearing
 
in
 
this
 
report.
 
Any
 
of
 
the
 
following
 
are
“forward-looking”
 
statements
 
within
 
the
 
meaning
 
of
 
Section 27A
 
of
 
the
 
Securities
 
Act
 
of
 
1933,
 
as
amended,
 
and
 
Section 21E
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended:
 
(1) statements
 
in
 
this
Form 10-Q
 
that
 
reflect
 
projections
 
or
 
expectations
 
of
 
our
 
future
 
financial
 
or
 
economic
 
performance;
(2) statements
 
that
 
are
 
not
 
historical
 
information;
 
(3) statements
 
of
 
our
 
beliefs,
 
intentions,
 
plans
 
and
objectives for future operations,
 
including those contained in
 
“Management’s Discussion and
 
Analysis of
Financial Condition and
 
Results of Operations”;
 
(4) statements relating to
 
our operations or
 
activities for
our
 
fiscal
 
year
 
ending
 
February
 
3,
 
2024
 
(“fiscal
 
2023”)
 
and
 
beyond,
 
including,
 
but
 
not
 
limited
 
to,
statements regarding expected
 
amounts of
 
capital expenditures and
 
store openings, relocations,
 
remodels
and
 
closures
 
and
 
statements
 
regarding
 
the
 
potential
 
impact
 
of
 
the
 
COVID-19
 
pandemic
 
and
 
related
responses and
 
mitigation efforts,
 
as well
 
as the
 
potential impact
 
of supply
 
chain disruptions,
 
inflationary
pressures
 
and
 
other
 
economic
 
or
 
market
 
conditions
 
on
 
our
 
business,
 
results
 
of
 
operations
 
and
 
financial
condition
 
and
 
statements
 
regarding
 
new
 
store
 
development
 
strategy;
 
and
 
(5)
 
statements
 
relating
 
to
 
our
future contingencies. When
 
possible, we
 
have attempted to
 
identify forward-looking statements
 
by using
words
 
such
 
as
 
“will,”
 
“expects,”
 
“anticipates,”
 
“approximates,”
 
“believes,”
 
“estimates,”
 
“hopes,”
“intends,” “may,”
 
“plans,” “could,” “would,”
 
“should” and any
 
variations or negative
 
formations of such
words
 
and
 
similar
 
expressions.
 
We
 
can
 
give
 
no
 
assurance
 
that
 
actual
 
results
 
or
 
events
 
will
 
not
 
differ
materially
 
from
 
those
 
expressed
 
or
 
implied
 
in
 
any
 
such
 
forward-looking
 
statements.
 
Forward-looking
statements
 
included
 
in
 
this
 
report
 
are
 
based
 
on
 
information
 
available
 
to
 
us
 
as
 
of
 
the
 
filing
 
date
 
of
 
this
report,
 
but
 
subject
 
to
 
known
 
and
 
unknown
 
risks,
 
uncertainties and
 
other
 
factors
 
that
 
could
 
cause
 
actual
results
 
to
 
differ
 
materially
 
from
 
those
 
contemplated
 
by
 
the
 
forward-looking
 
statements.
 
Such
 
factors
include, but
 
are not
 
limited to,
 
the following:
 
any actual
 
or perceived
 
deterioration in
 
the conditions
 
that
drive
 
consumer
 
confidence
 
and
 
spending,
 
including,
 
but
 
not
 
limited
 
to,
 
prevailing
 
social,
 
economic,
political
 
and
 
public
 
health conditions
 
and
 
uncertainties, levels
 
of
 
unemployment, fuel,
 
energy
 
and
 
food
costs, wage rates, tax
 
rates, interest rates, home
 
values, consumer net worth,
 
the availability of
 
credit and
inflation;
 
changes
 
in
 
laws,
 
regulations
 
or
 
government
 
policies
 
affecting
 
our
 
business,
 
including
 
but
 
not
limited to
 
tariffs;
 
uncertainties regarding
 
the impact
 
of any
 
governmental action
 
regarding, or
 
responses
to, the
 
foregoing conditions; competitive factors
 
and pricing
 
pressures; our ability
 
to predict
 
and respond
to rapidly changing fashion trends
 
and consumer demands; our ability to
 
successfully implement our new
store development strategy to increase new
 
store openings and our ability
 
of any such new stores
 
to grow
and
 
perform
 
as
 
expected;
 
adverse
 
weather,
 
public
 
health
 
threats
 
(including
 
the
 
global
 
COVID-19
pandemic)
 
or
 
similar
 
conditions that
 
may affect
 
our
 
sales
 
or
 
operations; inventory
 
risks
 
due
 
to
 
shifts
 
in
market
 
demand,
 
including
 
the
 
ability
 
to
 
liquidate
 
excess
 
inventory
 
at
 
anticipated
 
margins;
 
adverse
developments or volatility affecting the financial services industry or broader financial markets; and
 
other
factors
 
discussed
 
under
 
“Risk
 
Factors”
 
in
 
Part
 
I,
 
Item
 
1A
 
of
 
our
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
the
fiscal year ended
 
January 28, 2023
 
(“fiscal 2022”), as amended
 
or supplemented, and in
 
other reports we
file with
 
or furnish
 
to the
 
Securities and
 
Exchange Commission
 
(“SEC”) from
 
time to
 
time.
 
We
 
do not
undertake,
 
and
 
expressly
 
decline,
 
any
 
obligation
 
to
 
update
 
any
 
such
 
forward-looking
 
information
contained in this report, whether as a result of new information, future
 
events, or otherwise.
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
24
CRITICAL ACCOUNTING POLICIES AND ESTIMATES:
The Company’s accounting
 
policies are more
 
fully described in
 
“Management’s Discussion and
 
Analysis of
Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal
year
 
ended
 
January
 
28,
 
2023.
 
As
 
disclosed
 
in
 
“Management’s
 
Discussion
 
and
 
Analysis
 
of
 
Financial
Condition and
 
Results of
 
Operations,” the
 
preparation of
 
the Company’s
 
financial statements
 
in conformity
with generally accepted
 
accounting principles in
 
the United States
 
(“GAAP”) requires management
 
to make
estimates and assumptions about future events that affect the amounts reported in the
 
financial statements and
accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore,
the
 
determination
 
of
 
estimates
 
requires
 
the
 
exercise
 
of
 
judgment.
 
Actual
 
results
 
inevitably
 
will
 
differ
 
from
those
 
estimates,
 
and
 
such
 
differences
 
may
 
be
 
material
 
to
 
the
 
financial
 
statements.
 
The
 
most
 
significant
accounting
 
estimates
 
inherent
 
in
 
the
 
preparation
 
of
 
the
 
Company’s
 
financial
 
statements
 
include
 
the
calculation
 
of
 
potential
 
asset
 
impairment,
 
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)
25
RESULTS OF OPERATIONS:
The following table sets forth, for the periods indicated, certain items in
 
the Company's unaudited Condensed
Consolidated Statements of Income as a
 
percentage of total retail sales:
Three Months Ended
Nine Months Ended
October 28, 2023
October 29, 2022
October 28, 2023
October 29, 2022
Total retail sales
100.0
%
100.0
%
100.0
%
100.0
%
Other revenue
1.0
1.0
0.9
0.9
Total revenues
101.0
101.0
100.9
100.9
Cost of goods sold (exclusive of depreciation)
67.5
70.7
65.4
67.5
Selling, general and administrative (exclusive
of depreciation)
39.4
35.1
35.1
31.8
Depreciation
1.6
1.6
1.4
1.5
Interest and other income
(1.0)
(1.3)
(0.7)
(0.8)
Income (loss) before income taxes
(6.6)
(5.2)
(0.3)
1.0
Net income (loss)
(3.9)
(2.5)
(0.1)
0.5
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
26
RESULTS OF OPERATIONS
 
(CONTINUED):
Management’s
 
Discussion
 
and
 
Analysis
 
of
 
Financial
 
Condition
 
and
 
Results
 
of
 
Operations
 
(“MD&A”)
 
is
intended
 
to
 
provide
 
information
 
to
 
assist
 
readers
 
in
 
better
 
understanding
 
and
 
evaluating
 
our
 
financial
condition and results of operations.
 
We recommend reading this MD&A in conjunction with our Condensed
Consolidated Financial
 
Statements and
 
the Notes
 
to those
 
statements included in
 
the “Financial
 
Statements”
section of this Quarterly Report on
 
Form 10-Q, as well as our 2022
 
Annual Report on Form 10-K.
Recent Developments
Inflationary Cost Pressure and High Interest Rates
Despite
 
some
 
reduction
 
in
 
inflationary
 
pressures
 
from last
 
year,
 
wages,
 
operating supplies,
 
and
 
service
costs
 
continue
 
to
 
be
 
negatively
 
impacted
 
by
 
the
 
current
 
inflationary
 
environment.
 
In
 
addition,
 
our
customers’ disposable income is impacted by increased costs related to
 
fuel, food, housing, including rent,
and other
 
consumable products relative
 
to flattening wage
 
rates, which
 
negatively impact our
 
customers’
willingness to purchase discretionary items such as apparel,
 
jewelry and shoes.
 
In response,
 
the Federal
 
Reserve began
 
raising, and
 
is committed
 
to continue
 
raising, interest
 
rates until
inflationary pressures subside to
 
acceptable levels.
 
Though the Federal
 
Reserve has paused
 
raising rates,
it has
 
indicated it is
 
committed to reducing
 
inflation to its
 
targeted levels.
 
These high interest
 
rates have
adversely
 
affected
 
the
 
availability
 
and
 
cost
 
of
 
credit
 
for
 
both
 
businesses
 
and
 
our
 
customers.
 
Increasing
costs related
 
to revolving
 
credit, auto
 
loans and
 
mortgages continue
 
to negatively
 
impact our
 
customers’
discretionary
 
income.
 
Our
 
customers’
 
willingness
 
to
 
purchase
 
our
 
products
 
may
 
continue
 
to
 
be
negatively impacted by these inflationary pressures and high interest
 
rates.
We
 
believe high
 
prices and
 
interest rates
 
negatively impacted
 
the first
 
three quarters
 
of
 
fiscal 2023
 
and
will
 
likely
 
continue
 
to
 
have
 
a
 
negative
 
impact
 
on
 
consumer
 
behavior
 
and,
 
by
 
extension,
 
our
 
results
 
of
operations and financial condition during the remainder of fiscal 2023.
Comparison of the Three and Nine
 
Months ended October 28, 2023 with
 
October 29, 2022
Total retail sales for the
 
third quarter were $156.7 million compared to
 
last year’s third quarter sales
 
of $174.9
million, a 10% decrease.
 
The Company’s sales
 
decrease in the third quarter
 
of fiscal 2023 was
 
primarily due
to an 8% decrease in same-store sales and closed stores, partially offset
 
by sales from new stores. For the nine
months ended
 
October 28,
 
2023,
 
total
 
retail sales
 
were
 
$528.2
 
million compared
 
to last
 
year’s
 
comparable
nine month
 
sales of
 
$574.9 million,
 
an 8%
 
decrease. The
 
decrease in
 
sales in
 
the first
 
nine months
 
of fiscal
2023 was due primarily to
 
a 6% decrease in same-store
 
sales and closed stores, partially offset
 
by sales from
new stores. 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%
 
of
 
total
 
sales
 
for
 
the
 
nine
 
months
 
ended
 
October
 
28,
 
2023
 
and
 
are
included
 
in
 
the
 
same-store
 
sales
 
calculation.
 
Total
 
revenues,
 
comprised
 
of
 
retail
 
sales
 
and
 
other
 
revenue
(principally finance
 
charges and
 
late fees
 
on customer
 
accounts receivable
 
and layaway
 
fees), were
 
$158.3
million
 
and
 
$533.2
 
million
 
for
 
the
 
three
 
and
 
nine
 
months
 
ended
 
October
 
28,
 
2023,
 
compared
 
to
 
$176.6
million
 
and
 
$580.2
 
million
 
for
 
the
 
three
 
and
 
nine
 
months
 
ended
 
October
 
29,
 
2022,
 
respectively.
 
The
Company operated
 
1,245 stores
 
at October
 
28, 2023
 
compared to
 
1,317 stores
 
at the end
 
of last
 
year’s third
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
27
quarter.
 
During the
 
first nine
 
months of
 
fiscal 2023,
 
the Company
 
opened nine stores
 
and closed
 
44 stores.
 
The Company currently expects to close
 
approximately 110 stores in total in
 
fiscal 2023.
Credit
 
revenue
 
of
 
$0.7
 
million
 
represented
 
0.4%
 
of
 
total
 
revenues
 
in
 
the
 
third
 
quarter
 
of
 
fiscal
 
2023,
compared to
 
2022 credit
 
revenue of
 
$0.6 million
 
or 0.3%
 
of total
 
revenues. Credit
 
revenue is
 
comprised of
interest earned on the Company’s private label credit card portfolio and related fee income.
 
Related expenses
principally
 
include payroll,
 
postage
 
and
 
other
 
administrative expenses
 
and totaled
 
$0.4
 
million in
 
the third
quarter of fiscal 2023, compared to
 
last year’s third quarter expense of
 
$0.4 million.
Other
 
revenue,
 
a
 
component
 
of
 
total
 
revenues,
 
was
 
$1.6
 
million
 
and
 
$5.0
 
million
 
for
 
the
 
three
 
and
 
nine
months ended October 28,
 
2023, respectively, compared to
 
$1.7 million and $5.4
 
million for the prior
 
year’s
comparable three and
 
nine month periods. The
 
decrease in Other revenue
 
for both the three
 
and nine months
was due to
 
decreases in gift
 
card breakage and
 
e-commerce shipping revenue
 
partially offset by
 
increases in
finance charges and late fees
 
associated with the Company’s proprietary credit card.
Cost of
 
goods sold
 
was $105.8
 
million, or
 
67.5% of
 
retail sales
 
and $345.5
 
million, or
 
65.4% of retail
 
sales
for the three and nine months ended October 28, 2023, respectively, compared to $123.8 million, or 70.7% of
retail sales
 
and $387.7
 
million, or
 
67.5% of
 
retail sales
 
for the
 
comparable three
 
and nine
 
month periods
 
of
fiscal 2022.
 
The overall
 
decrease in
 
cost of
 
goods sold
 
as a
 
percent of
 
retail sales
 
for the
 
third quarter
 
and
first
 
nine
 
months
 
of
 
fiscal
 
2023
 
resulted
 
primarily
 
from
 
lower
 
ocean
 
freight
 
costs
 
and
 
increased
 
sales
 
of
regular
 
priced
 
goods,
 
partially
 
offset
 
by
 
deleveraging
 
of
 
occupancy
 
and
 
buying
 
costs.
 
Cost
 
of
 
goods
 
sold
includes
 
merchandise
 
costs
 
(net
 
of
 
discounts
 
and
 
allowances),
 
buying
 
costs,
 
distribution
 
costs,
 
occupancy
costs,
 
freight
 
and
 
inventory
 
shrinkage.
 
Net
 
merchandise
 
costs
 
and
 
in-bound
 
freight
 
are
 
capitalized
 
as
inventory costs.
 
Buying and
 
distribution costs
 
include payroll,
 
payroll-related costs
 
and operating
 
expenses
for the buying departments and distribution center.
 
Occupancy costs include rent, real estate taxes, insurance,
common area maintenance, utilities
 
and maintenance for stores
 
and distribution facilities. Total
 
gross margin
dollars (retail sales less
 
cost of goods sold
 
exclusive of depreciation)
 
decreased by 0.6% to
 
$50.9 million for
the
 
third
 
quarter
 
of
 
fiscal
 
2023
 
and
 
by
 
2.4%
 
to
 
$182.6
 
million
 
for
 
the
 
first
 
nine
 
months
 
of
 
fiscal
 
2023,
compared to $51.2 million and $187.1 million for the prior year’s comparable three and nine
 
months of fiscal
2022, respectively.
 
Gross margin as presented may not be
 
comparable to those of other entities.
Selling, general and administrative expenses (“SG&A”) primarily include corporate and store payroll, related
payroll
 
taxes
 
and
 
benefits,
 
insurance,
 
supplies,
 
advertising,
 
bank
 
and
 
credit
 
card
 
processing
 
fees.
 
SG&A
expenses were $61.8 million, or 39.4% of retail sales and $185.3 million, or 35.1% of retail sales for the
 
third
quarter and first nine months of
 
fiscal 2023, respectively, compared to $61.4
 
million, or 35.1% of retail sales
and
 
$182.6
 
million,
 
or 31.8%
 
of retail
 
sales
 
for the
 
prior
 
year’s
 
comparable three
 
and
 
nine
 
month periods,
respectively.
 
The increase in
 
SG&A for the
 
third quarter and
 
first nine months
 
of fiscal 2023
 
was primarily
due to higher payroll and insurance
 
expense.
Depreciation expense was $2.5 million, or 1.6% of retail sales and $7.4 million, or 1.4% of
 
retail sales for the
third quarter
 
and first
 
nine months
 
of fiscal
 
2023, respectively,
 
compared to
 
$2.9 million,
 
or 1.6%
 
of retail
sales and $8.4 million or 1.5%
 
of retail sales for the comparable three
 
and nine month periods of fiscal
 
2022,
respectively.
 
Interest and other income was $1.5 million, or 1.0% of retail sales and $3.8 million, or 0.7% of retail sales for
the three and
 
nine months ended October
 
28, 2023, respectively, compared
 
to $2.3 million, or
 
1.3% of retail
sales and $4.6 million, or 0.8% of retail sales for the comparable three and nine month periods of fiscal
 
2022,
respectively.
 
The decrease for the
 
third quarter and first
 
nine months of
 
fiscal 2023 compared
 
to fiscal 2022
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
28
was
 
primarily
 
attributable
 
to the
 
Company’s
 
receipt
 
of
 
a
 
Business
 
Recovery
 
Grant from
 
the state
 
of
 
North
Carolina in 2022, partially offset by higher
 
amounts earned on investments due to
 
higher interest rates.
Income tax
 
benefit was
 
$4.3 million
 
and $0.8
 
million for the
 
third quarter
 
and first
 
nine months of fiscal
2023,
 
respectively,
 
compared to
 
a
 
tax
 
benefit
 
of
 
$4.7 million
 
and
 
a
 
tax
 
expense
 
of
 
$3.0
 
million
 
for
 
the
comparable three
 
and nine month
 
periods of
 
fiscal 2022,
 
respectively.
 
For the
 
first nine
 
months of
 
fiscal
2023, the
 
Company’s effective
 
tax rate
 
was 60.4% compared
 
to 49.7%
 
for the first
 
nine months of
 
fiscal
2022.
 
The change in the 2023 year-to-date effective tax rate was primarily due to increases in foreign rate
differential and the release of reserves for uncertain tax positions, offset by decreases in
 
Global Intangible
Low-taxed
 
Income (GILTI),
 
state
 
income taxes,
 
non-deductible officer’s
 
compensation, and
 
foreign tax
credits, as percentages on a pre-tax loss.
 
LIQUIDITY, CAPITAL
 
RESOURCES
 
AND MARKET
 
RISK:
 
The Company
 
believes that
 
its cash,
 
cash equivalents
 
and short-term
 
investments, together
 
with cash
 
flows
from operations
 
and borrowings available
 
under its revolving
 
credit agreement,
 
will be
 
adequate to fund
 
the
Company’s regular operating requirements
 
and expected capital expenditures
 
for fiscal 2023 and the
 
next 12
months.
Cash
 
provided
 
by
 
operating
 
activities
 
during
 
the
 
first
 
nine
 
months
 
of
 
fiscal
 
2023
 
was
 
$11.7
 
million
 
as
compared to $19.3 million provided
 
in the first nine months of fiscal
 
2022. The decrease in cash provided
 
of
$7.6 million for
 
the first nine
 
months of fiscal
 
2023 as compared
 
to the first
 
nine months of
 
fiscal 2022 was
primarily due to a net loss in 2023 compared to net income in 2022,
 
and higher accounts receivable, partially
offset by lower accounts payable and
 
accrued liabilities.
At
 
October
 
28,
 
2023,
 
the
 
Company
 
had
 
working
 
capital
 
of
 
$76.8
 
million
 
compared
 
to
 
$74.7
 
million
 
at
January 28,
 
2023.
The increase
 
in working
 
capital was
 
primarily attributable
 
to a
 
decrease in
 
current lease
liability and an increase in
 
cash, partially offset by a decrease
 
in inventory and short-term investments.
As of October 28, 2023, the Company has an unsecured revolving credit line, which provides for borrowings
of up
 
to $35.0
 
million, less
 
the balance
 
of any
 
revocable letters
 
of credit
 
related to
 
purchase commitments,
and is
 
committed through
 
May 2027.
 
The revolving
 
credit agreement
 
contains various
 
financial covenants
and limitations,
 
including the
 
maintenance of
 
specific financial
 
ratios.
 
On October
 
24, 2023,
 
the Company
amended the revolving
 
credit agreement
 
to link
 
the calculation
 
of the
 
Company’s EBITDAR
 
coverage ratio
to
 
the
 
amount
 
of
 
the
 
Company’s
 
cash
 
and
 
investments.
 
Though
 
the
 
effect
 
of
 
the
 
amendment
 
reduced
 
the
minimum EBITDAR
 
coverage ratio
 
for the
 
quarter ended
 
October 28,
 
2023 and
 
is expected
 
to do
 
so going
forward, the Company
 
was in compliance
 
with the amended
 
credit agreement for
 
the quarter ended
 
October
28, 2023
 
and also
 
would have
 
been in
 
compliance without
 
giving effect
 
to the
 
amendment.
 
There were
 
no
borrowings
 
outstanding,
 
nor
 
any
 
outstanding
 
letters
 
of
 
credit
 
that
 
reduced
 
borrowing
 
availability,
 
as
 
of
October 28, 2023.
 
The weighted average
 
interest rate under
 
the credit facility
 
was zero at
 
October 28, 2023
due to no borrowings outstanding.
Expenditures
 
for
 
property
 
and
 
equipment
 
totaled
 
$10.3
 
million
 
in
 
the
 
first
 
nine
 
months
 
of
 
fiscal
 
2023,
compared to
 
$14.4 million
 
in last
 
fiscal year’s
 
first nine
 
months. The
 
decrease in
 
expenditures for
 
property
and equipment
 
was
 
primarily
 
due to
 
finishing
 
projects related
 
to investments
 
in the
 
distribution center
 
and
information
 
technology.
 
For
 
the
 
full
 
fiscal
 
2023
 
year,
 
the
 
Company
 
expects
 
to
 
invest
 
approximately
 
$12.0
million for capital expenditures.
 
 
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
(CONTINUED)
29
Net cash provided by investing activities totaled $6.1 million in the first nine months of fiscal 2023 compared
to
 
$0.2
 
million net
 
cash
 
provided in
 
the comparable
 
period
 
of
 
2022.
 
The
 
increase
 
in net
 
cash provided
 
in
2023 was primarily due to a
 
decrease in capital expenditures.
Net cash used in financing activities totaled $12.7 million in the first nine months of fiscal
 
2023 compared to
$22.2 million used in the comparable period of fiscal 2022.
 
The decrease in net cash used in fiscal 2023 was
primarily due to lower stock repurchases.
On November 16, 2023, the Board
 
of Directors maintained the quarterly dividend at
 
$0.17 per share.
As of
 
October 28,
 
2023, the
 
Company had
 
909,653 shares
 
remaining in
 
open authorizations
 
under its
 
share
repurchase program.
 
The Company does not use
 
derivative financial instruments.
The Company’s
 
investment portfolio
 
was primarily
 
invested in
 
corporate bonds and
 
tax-exempt and taxable
governmental debt securities held
 
in managed accounts with
 
underlying ratings of A
 
or better at
 
October 28,
2023
 
and
 
January
 
28,
 
2023.
 
The
 
state,
 
municipal
 
and
 
corporate
 
bonds
 
have
 
contractual
 
maturities
 
which
range from four days to 3.1 years.
 
The U.S. Treasury Notes have contractual
 
maturities which range from 79
days
 
to
 
2.3
 
years.
 
These
 
securities
 
are
 
classified
 
as
 
available-for-sale
 
and
 
are
 
recorded
 
as
 
Short-term
investments, Restricted cash and Other assets on the accompanying Condensed Consolidated Balance Sheets.
These assets
 
are carried
 
at fair
 
value with
 
unrealized gains
 
and losses
 
reported net
 
of taxes
 
in Accumulated
other comprehensive income. The
 
asset-backed securities are bonds
 
comprised of auto loans
 
and bank credit
cards that carry
 
AAA ratings. The
 
auto loan
 
asset-backed securities
 
are backed
 
by static
 
pools of
 
auto loans
that were originated and serviced by captive auto finance units, banks or finance companies.
 
The bank credit
card
 
asset-backed
 
securities
 
are
 
backed
 
by revolving
 
pools
 
of credit
 
card receivables
 
generated
 
by account
holders of cards from American Express, Citibank,
 
JPMorgan Chase, Capital One and Discover.
Additionally,
 
at
 
October
 
28,
 
2023,
 
the
 
Company
 
had
 
$0.8
 
million
 
of
 
corporate
 
equities
 
and
 
deferred
compensation plan assets
 
of $9.0 million.
 
At January 28,
 
2023, the Company
 
had $0.9 million
 
of corporate
equities and deferred compensation plan assets of $9.3
 
million.
 
All of these assets are recorded within
 
Other
assets in the Condensed Consolidated Balance
 
Sheets.
 
See Note 7, Fair Value Measurements.
RECENT ACCOUNTING PRONOUNCEMENTS:
 
See Note 8, Recent Accounting Pronouncements.
 
 
 
 
THE CATO CORPORATION
QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK
30
ITEM 3. QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK:
The
 
Company
 
is
 
subject
 
to
 
market
 
rate
 
risk
 
from
 
exposure
 
to
 
changes
 
in
 
interest
 
rates
 
based
 
on
 
its
financing, investing and
 
cash management activities,
 
but the Company
 
does not
 
believe such exposure
 
is
material.
ITEM 4. CONTROLS AND PROCEDURES:
We carried out an evaluation, with the
 
participation of our Principal Executive Officer and
 
Principal Financial
Officer, of the effectiveness of our disclosure
 
controls and procedures as of
 
October 28, 2023.
 
Based on this
evaluation, our Principal Executive
 
Officer and Principal
 
Financial Officer concluded
 
that, as of
 
October 28,
2023, our
 
disclosure controls
 
and
 
procedures,
 
as defined
 
in
 
Rule
 
13a-15(e), under
 
the
 
Securities
 
Exchange
Act of 1934 (the “Exchange
 
Act”), were effective to ensure that
 
information we are required to disclose
 
in the
reports
 
that
 
we
 
file
 
or
 
submit
 
under
 
the
 
Exchange
 
Act
 
is
 
recorded,
 
processed,
 
summarized
 
and
 
reported
within the time periods
 
specified in the SEC’s
 
rules and forms and
 
that such information is
 
accumulated and
communicated to our management, including our Principal Executive Officer and Principal Financial Officer,
as appropriate to allow timely decisions
 
regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:
No change in the Company’s internal control
 
over financial reporting (as defined in
 
Exchange Act Rule 13a-
15(f)) has occurred during the Company’s fiscal
 
quarter ended October 28, 2023
 
that has materially affected,
or is reasonably likely to
 
materially affect, the Company’s internal control
 
over financial reporting.
 
 
 
THE CATO CORPORATION
PART II OTHER
 
INFORMATION
31
ITEM 1.
 
LEGAL PROCEEDINGS:
Not Applicable.
ITEM 1A.
 
RISK FACTORS:
In addition to the other information
 
in this report, you should carefully
 
consider the factors discussed in
 
Part I,
“Item
 
1A.
 
Risk
 
Factors”
 
in
 
our
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
our
 
fiscal
 
year
 
ended
 
January
 
28,
 
2023.
These risks
 
could materially
 
affect our
 
business, financial
 
condition or
 
future results;
 
however, they
 
are not
the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem
to
 
be
 
immaterial
 
may
 
also
 
materially
 
adversely
 
affect
 
our
 
business,
 
financial
 
condition
 
or
 
results
 
of
operations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
PART II OTHER
 
INFORMATION
32
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 October 28, 2023:
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of
Maximum Number
Shares Purchased as
(or Approximate Dollar
Total Number
Average
Part of Publicly
Value)
 
of Shares that may
Fiscal
of Shares
Price Paid
Announced Plans or
Yet be Purchased
 
Under
Period
Purchased
per Share (1)
Programs (2)
The Plans or Programs (2)
August 2023
-
$
-
-
September 2023
-
-
-
October 2023
-
-
-
Total
-
$
-
-
909,653
(1)
Prices include trading costs.
(2)
As of
 
July 29,
 
2023, the
 
Company’s
 
share repurchase
 
program had
 
909,653 shares
 
remaining in
open
 
authorizations.
 
During
 
the
 
third
 
quarter
 
ended
 
October
 
28,
 
2023,
 
the
 
Company
 
did
 
not
repurchase or
 
retire any
 
shares
 
under this
 
program.
 
As of
 
October 28,
 
2023, the
 
Company had
909,653
 
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
33
ITEM 4.
 
MINE SAFETY DISCLOSURES:
Not Applicable.
ITEM 5.
 
OTHER INFORMATION:
During the three months ended October 28, 2023,
 
none of the Company’s
 
directors or officers (as defined
in
 
Rule
 
16a-1(f)
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended)
adopted
 
or
terminated
 
a
 
“Rule
10b5-1 trading
 
arrangement” or
 
a “
non-Rule
10b5-1
 
trading arrangement”
 
(as such
 
terms are
 
defined in
Item 408 of Regulation S-K).
ITEM 6.
 
EXHIBITS:
Exhibit No.
Item
 
3.1
 
3.2
10.1**
10.2*
 
31.1*
 
31.2*
 
32.1*
 
32.2*
101.1*
The following materials
 
from Registrant’s Quarterly
 
Report on Form
 
10-Q for the
fiscal quarter
 
ended October
 
28, 2023,
 
formatted in
 
Inline XBRL:
 
(i) Condensed
Consolidated Statements
 
of Income
 
(Loss) and
 
Comprehensive Income
 
(Loss) for
the
 
Three
 
Months
 
and
 
Nine
 
Months
 
Ended
 
October
 
28,
 
2023
 
and
 
October
 
29,
2022;
 
(ii)
 
Condensed
 
Consolidated
 
Balance
 
Sheets
 
at
 
October
 
28,
 
2023
 
and
January 28, 2023;
 
(iii) Condensed Consolidated Statements
 
of Cash Flows for
 
the
Nine
 
Months
 
Ended
 
October
 
28,
 
2023
 
and
 
October
 
29,
 
2022;
 
(iv)
 
Condensed
Consolidated
 
Statements
 
of
 
Stockholders’
 
Equity
 
for
 
the
 
Nine
 
Months
 
Ended
October 28, 2023 and October 29, 2022; and (v) Notes to Condensed Consolidated
Financial Statements.
104.1
Cover Page
 
Interactive Data
 
File
 
(Formatted in
 
Inline
 
XBRL
 
and
 
contained
 
in
the Interactive Data Files submitted as Exhibit 101.1*)
 
THE CATO CORPORATION
PART II OTHER
 
INFORMATION
34
* Submitted electronically herewith.
 
** Included herein solely to correct an incorrect hyperlink
 
in the Exhibit Index to the
 
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2023.
 
 
 
 
 
 
THE CATO CORPORATION
PART II OTHER
 
INFORMATION
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
 
Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
 
authorized.
 
THE CATO
 
CORPORATION
November 21, 2023
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
November 21, 2023
/s/ Charles D. Knight
Date
Charles D. Knight
Executive Vice President
Chief Financial Officer
exhibit101
 
 
 
 
 
 
 
 
1
Execution
Version
SECOND
AMENDMENT
TO CREDIT
AGREEMENT
THIS SECOND AMENDMENT TO
 
CREDIT AGREEMENT
(this “Amendment”), dated
as
 
of
 
August 9,
 
2023, is
 
by and
 
among THE
 
CATO
 
CORPORATION,
 
a
 
Delaware
 
corporation (the
“Borrower”), the Banks (as defined below) party hereto
 
and WELLS FARGO
 
BANK, NATIONAL
ASSOCIATION, as
 
agent on behalf of
 
the Banks under the
 
Credit Agreement (as hereinafter defined)
(in such capacity,
 
the “Agent”).
 
Capitalized terms used herein and not
 
otherwise defined herein shall
have the meanings ascribed
 
thereto in the Credit
 
Agreement.
W I T N E S S E
 
T
H
WHEREAS
, the
 
Borrower, certain Domestic
 
Subsidiaries
 
of the Borrower
 
as may be
 
from time
to time
 
party thereto,
 
certain
 
banks
 
and financial
institutions
from
 
time to
 
time
 
party
 
thereto (the
 
“Banks”)
and the Agent
 
are parties
 
to that certain
 
Credit Agreement
 
dated as of
 
May 19, 2022
 
(as amended
 
by that
certain First Amendment to Credit Agreement, dated as
 
of June 6,
 
2022, and as further
 
amended,
modified, extended,
 
restated, replaced, or
 
supplemented from
 
time to time, the “Credit
 
Agreement”);
WHEREAS
, the Borrower has requested that the
 
Required Banks and Agent amend certain
provisions of the
 
Credit Agreement; and
WHEREAS
, the Required
 
Banks and the
 
Agent are willing
 
to make such
 
amendments to the
Credit Agreement,
 
in accordance with and
 
subject to the terms
 
and conditions set forth herein.
NOW,
 
THEREFORE
, in consideration of
 
the agreements hereinafter set
 
forth, and for
 
other
good and
 
valuable
consideration,
the receipt
 
and adequacy
 
of which
 
are hereby
acknowledged,
the parties
hereto agree as follows:
ARTICLE
I
AMENDMENTS
TO CREDIT
AGREEMENT
1.1
 
Amendment to
 
Definition of
 
EBITDAR
.
 
The
 
definition of
 
EBITDAR set
 
forth in
Section 1.01 of the Credit Agreement
 
is hereby amended by changing the second clause “(a)” to clause
“(b)”.
1.2
 
Amendment to Definition of Minimum EBITDAR Coverage Ratio
.
 
The definition
of Minimum EBITDAR Coverage Ratio set forth in
 
Section 1.01 of the Credit Agreement is hereby
amended and restated
 
in its entirety to read
 
as follows:
“Minimum EBITDAR
 
Coverage Ratio” means,
 
as of the end of any Fiscal Quarter, the
ratio of (i) EBITDAR for
 
the four-Fiscal Quarter period then ended, minus (a)
 
Taxes
 
paid in
Cash for such four-Fiscal Quarter period, plus (b)
 
following the date the financial statements
are delivered
 
pursuant to Section 5.01 for the Fiscal Quarter ended July 29,2023
 
and without
duplication of any amounts
 
set forth in clause (b)(ii) of the definition of EBITDAR, the amount
of income tax
 
returns anticipated by
 
the Borrower in good
 
faith to be received from
 
the Internal
Revenue Service
 
after August
 
1, 2023 in
 
connection with
 
taxes paid during
 
the 2021 Fiscal
 
Year
(the “Income Tax
 
Receivables”); provided, that (A) the
 
amount added back pursuant to
 
this
clause (b) shall
 
not exceed the
 
lesser of (x) $5,325,000
 
and (y) the actual
 
amount of Income
 
Tax
2
Receivables received from the
 
Internal Revenue Service and (B) the
 
addback set forth in this
clause (b) shall no longer be available
 
from and after the earlier of (I) receipt by the Borrower
of any Income Tax Receivables from the
 
Internal Revenue Service
 
and (II) any reporting period
 
 
 
 
 
 
 
 
 
 
2
following the end
 
of the Fiscal
 
Year ending February 3,
 
2024, to (ii)
 
the Fixed Charges for
such four-Fiscal Quarter period.
ARTICLE II
CONDITIONS TO
EFFECTIVENESS
This
 
Amendment
 
shall
 
become
 
effective
 
as
 
of
 
the
 
day
 
and
 
year
 
set
 
forth
 
above
 
(the
“Second Amendment
 
Effective Date”)
 
when the
 
Agent shall
 
have received
 
a copy of
 
this Amendment
duly executed by each of
 
the Borrower, the Required
 
Banks and the Agent.
ARTICLE
III
MISCELLANEO
US
3.1
 
Amended
Te
rms.
On and after the Second Amendment Effective Date, all
references to the Credit Agreement in each of
 
the Loan Documents shall hereafter mean the
 
Credit
Agreement as amended by this Amendment.
 
Except as specifically amended hereby or
 
otherwise
agreed, the Credit Agreement
 
is
 
hereby
 
ratified
 
and
 
confirmed
 
and
 
shall
 
remain
 
in
 
full
 
force
 
and
effect
 
according
 
to its terms.
3.2
 
Reaffirmation of Obligations.
The Borrower hereby ratifies
 
the Credit Agreement
as amended by this Amendment and
 
acknowledges and reaffirms (a) that it
 
is bound by
 
all terms of
the Credit Agreement
 
as so amended
 
applicable to
 
it and (b)
 
that it is responsible
 
for the observance
and full performance
 
of its Obligations.
3.3
 
Loan Document.
This Amendment shall constitute a Loan Document
 
under the
terms of the Credit Agreement.
3.4
 
Further
 
Assurances.
 
The
 
Borrower
 
agrees
 
to
 
promptly
 
take
 
such
 
action,
 
upon
the request of the Agent,
 
as is necessary to carry
 
out the intent of this Amendment.
3.5
 
Entirety.
 
This
 
Amendment
 
and
 
the
 
other
 
Loan
 
Documents
 
embody
 
the
 
entire agreement among the parties hereto relating to the subject matter hereof and thereof
 
and
supersede all previous
 
documents,
 
agreements
 
and
understandings,
oral or
 
written, relating
 
to the
subject matter
 
hereof and thereof.
3.6
 
Counterparts; Telecopy.
This Amendment may be
 
executed in counterparts (and
by different parties hereto in
 
different counterparts), each of which
 
when so executed and
 
delivered
will constitute an
 
original, but
 
all of which
 
when taken
 
together will
 
constitute a single
 
contract.
 
Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall
be effective as an original and shall constitute
 
a representation that
 
an original will
 
be delivered.
3.7
 
No Actions, Claims, Etc.
 
As of
 
the date
 
hereof, the Borrower hereby
acknowledges and confirms that it has no knowledge of any
 
actions, causes of action, claims,
demands, damages and liabilities of
 
whatever kind
 
or nature, in
 
law or in equity, against
 
the Agent, the
Banks, or the
 
Agent’s or the Banks’ respective
 
officers, employees, representatives, agents, counsel
 
or
directors arising
 
from any action by such Persons, or failure of such Persons to act
 
under the Credit
Agreement on or prior to the date hereof.
3.8
 
NORTH CAROLINA
 
L
AW.
THIS AMENDMENT
 
SHALL BE
 
CONSTRUED
 
IN
 
 
 
3
ACCORDANCE
 
WITH
 
AND
 
GOVERNED
 
BY
 
THE
 
LAW
 
OF
 
THE
 
STATE
 
OF
 
NORTH
CAROLINA.
3.9
 
Successors and
 
Assigns.
 
This
 
Amendment shall
 
be
 
binding upon
 
and
 
inure
 
to
 
the
benefit of the parties
 
hereto and their respective
 
successors and assigns.
3.10
 
Expenses.
 
Notwithstanding the provisions
 
of Section
 
9.03 of
 
the
 
Credit Agreement,
each party hereto agrees that
 
it shall be
 
responsible for its own expenses in
 
connection with this
Amendment;
provided
however the Borrower shall
 
pay fees and
 
disbursements of outside counsel for
the Agent in connection
 
with the preparation
 
of this Amendment
 
in the amount of
 
$6,000.
3.11
 
Consent to Jurisdiction;
 
Service of Process;
 
Waiver of Jury Trial.
The jurisdiction,
service of process and waiver of jury trial provisions set forth
 
in Section 9.16 of the Credit Agreement
are hereby incorporated
 
by reference,
mutatis mutandis.
[REMAINDER OF
 
PAGE INTENTIONALLY LEFT BLANK]
 
4
IN WITNESS WHEREOF
 
the parties hereto have caused this Amendment
 
to be duly executed
on the date first above
 
written.
BORROWER:
 
5
THE CATO CORPORATION
By:
_/s/ Charles
 
D. Knight
 
Charles D. Knight
Executive Vice President and Chief
 
Financial Officer
 
6
AGENT
 
AND
BANKS:
 
7
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, Issuing Bank and as a Bank
By:
/s/ Brad D.
 
Bostick
 
Name: Brad D. Bostick: Title: Senior
 
Vice President
exhibit102
 
 
 
 
1
Execution
Version
THIRD
AMENDMENT
TO CREDIT
AGREEMENT
THIS
 
THIRD
AMENDMENT
TO
 
CREDIT
AGREEMENT
(this
"Amendment"),
dated
as
of October
 
24, 2023,
 
is by and among
 
THE CATO
 
CORPORATION,
 
a Delaware
corporation
(the "Borrower"),
the Banks
 
(as defined
 
below)
 
party hereto
 
and WELLS
 
FARGO
BANK,
NATIONAL
ASSOCIATION,
 
as
 
agent
 
on
 
behalf
 
of the
 
Banks
 
under
 
the
 
Credit
Agreement
 
(as
 
hereinafter
 
defined)
(in
 
such
 
capacity,
 
the
"Agent").
Capitalized terms used
 
herein
and
 
not
 
otherwise defined
 
herein
shall
have the
 
meanings
 
ascribed
 
thereto
 
in the
 
Credit
Agreement.
WITNESSETH
WHEREAS,
the Borrower,
 
certain
 
Domestic
 
Subsidiaries
 
of the Borrower
 
as may be from
time
to time party thereto,
 
certain banks
 
and financial
 
institutions from
 
time to time party thereto
 
(the
"Banks")
and the
 
Agent are
 
parties
 
to that certain
 
Credit Agreement
 
dated
 
as of May
 
19, 2022 (as
amended
 
by
that
certain
 
First Amendment
 
to Credit
 
Agreement,
 
dated as of
 
June 6, 2022,
 
that
certain
 
Second
Amendment
to Credit
 
Agreement,
 
dated
 
as of
 
August
 
9, 2023,
 
and
 
as further
amended,
 
modified,
 
extended,
restated,
replaced,
 
or supplemented
 
from time
 
to time,
 
the "Credit
Agreement");
WHEREAS,
the Borrower
 
has requested
 
that the Required
 
Banks and
 
Agent amend
certain
provisions
 
of the
 
Credit
 
Agreement;
and
WHEREAS,
the
 
Required Banks
 
and
 
the
 
Agent
 
are
 
willing
 
to
 
make
 
such
 
amendments to
the
Credit
 
Agreement,
 
in accordance
 
with and
 
subject
 
to the
 
terms
 
and conditions
 
set forth
herein.
NOW,
THEREFORE,
in
 
consideration of the
 
agreements hereinafter set
 
forth,
 
and
 
for
other
good and valuable
 
consideration,
 
the receipt
 
and adequacy
 
of which are hereby
 
acknowledged,
the
parties
hereto
 
agree as
follows:
ARTICLE
I
AMENDMENTS
TO CREDIT
AGREEMENT
1.1
 
New
 
Definitions.
 
The
 
following definitions are
 
hereby
 
added
 
to
 
Section 1.01
 
of
the
Credit Agreement
 
in the
 
appropriate
 
alphabetical
order.
"Liquidity"
means,
 
at any
 
time, the
 
unrestricted
 
Cash
 
and
 
cash
 
equivalents
(including
any
 
short
 
term
 
investments made in
 
accordance
 
with
 
the
Borrower's
Investment
Policy)
 
on
the
balance
 
sheet
 
of the
 
Borrower
 
and
 
its Domestic
 
Subsidiaries held
 
in
 
the
United
 
States.
 
For
 
the avoidance
 
of doubt,
 
unused
 
Revolving
 
Credit
 
Commitments
 
shall
 
not
 
be
 
included
 
in
 
the
calculation
 
of
Liquidity.
"Liquidity
Event"
 
means,
 
at any
 
time,
 
Liquidity
 
being
 
less
 
than
2
$100,000,000.
1.2
 
Amendment to Section
 
5.01.
 
Section
 
5.0l(k)
of
 
the
 
Credit
 
Agreement
 
is
 
hereby
renumbered
 
to "Section
 
5.01(1)" and a new
 
Section
 
5.01(k)
 
is hereby
 
added
 
and shall
 
read
as
follows:
(k) Promptly
 
upon the
 
occurrence
 
of a
 
Liquidity
 
Event,
 
written
 
notice
 
to the
Agent.
1.3
 
Amendment
 
to Section
 
5.03.
 
Section 5.03
 
of the
 
Credit Agreement
 
is hereby
amended
and restated
 
in its
 
entirety
 
to read
 
as
follows:
 
 
2
SECTION
5.
03 Minimum
 
EBITDAR Coverage
 
Ratio.
Commencing
as of the
 
last day
of
the
first Fiscal
 
Quarter
 
of Fiscal
 
Year
 
2022, and
 
in each
 
case continuing
 
on the last
 
day of
each
Fiscal
Quarter
 
ending
 
thereafter,
 
the Minimum
 
EBITDAR Coverage
 
Ratio shall
 
not be
less than
 
(a) to
the
extent
 
Liquidity
 
at any
 
time during
 
such Fiscal
 
Quarter
 
was less
 
than
$100,000,000,
1.15 to
 
1.0
or
(b) otherwise,
 
1.05 to 1.0.
To
the extent (i) a Liquidity Event
occurs and
 
(ii) the Minimum
EBITDAR
Coverage
 
Ratio as
 
of the
 
most recently
 
ended Fiscal
Quarter
 
for which
 
Financial
 
Statements
have
been delivered
 
was
 
less than
 
1.05 to
 
1.0, the
Borrower
 
shall be in violation
 
of this Section
 
5.03
and
an immediate
 
Event
 
of Default
 
shall
occur pursuant
 
to Section
6.01(b).
ARTICLE
 
II
 
CONDITIONS
TO
EFFECTIVENESS
This
 
Amendment
 
shall
 
become
 
effective
 
as
 
of
 
the
 
day
 
and
 
year
 
set
 
forth
 
above
 
(the
 
"Third
Amendment
 
Effective
 
Date")
 
when the
 
Agent shall
 
have received
 
a copy
ofthis
Amendment
duly
executed
by each
 
of the Borrower,
 
the Required
 
Banks
 
and the
Agent.
ARTICLE
III
MISCELLANEOUS
3.1
 
Amended
 
Terms.
 
On and
 
after the
 
Third
 
Amendment
 
Effective
 
Date,
 
all
references
to
the
 
Credit Agreement in
 
each
 
of
 
the
 
Loan
 
Documents shall
 
hereafter mean
 
the
Credit
 
Agreement
as
amended by this
Amendment.
 
Except
 
as
 
specifically
 
amended
 
hereby
 
or
otherwise
 
agreed,
 
the
Credit
Agreement
 
is
 
hereby
 
ratified
 
and
 
confirmed
 
and
 
shall
 
remain
 
in
full
 
force
 
and
 
effect
 
according
 
to
its
terms.
3.2
 
Reaffirmation
of Obligations.
 
The Borrower
 
hereby
 
ratifies
 
the
 
Credit
Agreement
as
amended by
 
this
 
Amendment and
 
acknowledges and
 
reaffirms
 
(a)
 
that
 
it
 
is
 
bound
by
 
all
 
terms
 
of
the
Credit
 
Agreement
 
as so
 
amended
 
applicable
 
to it and (b)
 
that
it
is responsible
for the
 
observance
 
and
full
performance
 
of its
Obligations.
3.3
 
Loan
 
Document.
 
This
 
Amendment
 
shall
 
constitute
 
a Loan
 
Document under
 
the
terms
of the
 
Credit
Agreement.
3.4
 
Further Assurances.
 
The
 
Borrower agrees to
 
promptly take such action, upon
the
request
 
of the
 
Agent,
 
as is
 
necessary
 
to carry
 
out the
 
intent of
 
this
Amendment.
3.5
 
Entirety.
 
This
 
Amendment
 
and
 
the
 
other
 
Loan
 
Documents
 
embody
 
the
 
entire
agreement
 
among
 
the
 
parties
 
hereto
 
relating
 
to the
 
subject
 
matter
 
hereof
 
and
 
thereof
 
and
supersede
all
previous documents,
 
agreements
 
and understandings,
 
oral or written,
 
relating to
 
the
subject
 
matter
hereof
and
thereof.
3.6
 
Counterparts;
Telecopy.
 
This
 
Amendment may
 
be executed
 
in
 
counterparts
(and
by
different
 
parties hereto
 
in different
 
counterparts),
 
each of which
 
when so executed
 
and
delivered
will
constitute
 
an original,
 
but all
 
of which
 
when taken
 
together
 
will constitute
 
a single
contract.
 
Delivery
of
an
 
executed
 
counterpart to
 
this Amendment
 
by telecopy
 
or
 
other electronic
means
 
shall
 
be effective
as
an original
 
and shall
 
constitute
 
a representation
 
that an
 
original
 
will
be
delivered.
3
3.7
 
No
 
Actions.
 
Claims.
 
Etc.
 
As
 
of
 
the
 
date
 
hereof,
 
the
 
Borrower
 
hereby
 
acknowledges
and
 
confirms
 
that
 
it has
 
no knowledge
 
of
 
any actions,
 
causes
 
of action,
 
claims,
demands,
 
damages
and
4
liabilities
 
of whatever
 
kind
 
or nature,
 
in law or
 
in equity,
 
against the
 
Agent,
 
the Banks,
 
or the
Agent's
 
or
the Banks'
 
respective
 
officers,
 
employees,
 
representatives,
 
agents, counsel
 
or directors
arising
 
from
any
action
 
by such
 
Persons,
 
or failure
 
of such
 
Persons
 
to
 
act under
 
the
 
Credit
Agreement
 
on
 
or
 
prior to
the
date
hereof.
3.8
 
NORTH CAROLINA LAW.
 
THIS
AMENDMENT
SHALL BE CONSTRUED
IN
ACCORDANCE WITH AND
 
GOVERNED BY
 
THE LAW
 
OF
 
THE
 
STATE
 
OF
 
NORTH
CAROLINA.
3.9
 
Successors and
 
Assigns.
 
This
 
Amendment
 
shall
 
be
 
binding
 
upon
 
and
 
inure
 
to
the
benefit of the
 
parties
 
hereto
 
and their
 
respective
 
successors
 
and
assigns.
3.10
 
Expenses.
 
Notwithstanding
the
 
provisions
 
of
 
Section
 
9.03
 
of
 
the
 
Credit
 
Agreement,
each
 
party
 
hereto
 
agrees
 
that
 
it
 
shall
 
be
 
responsible
 
for
 
its
 
own
 
expenses
 
in
 
connection
 
with
 
this
Amendment;
 
provided
 
however
 
the
 
Borrower
 
shall
 
pay
 
fees
 
and
disbursements
 
of
 
outside
 
counsel
for
the Agent
 
in connection
 
with the
 
preparation
 
of this
Amendment
 
in the
 
amount
of$5,000.
3.11
 
Consent
 
to Jurisdiction;
 
Service of Process;
 
Waiver
of Jury
Tr
ial.
 
The
jurisdiction,
service
 
of
 
process
 
and
 
waiver
 
of
 
jury
 
trial
 
provisions
 
set
 
forth
 
in Section
 
9.16
 
of the
Credit
Agreement
are hereby
 
incorporated
 
by reference,
mutatis
mutandis.
[REMAINDER
OF PAGE
INTENTIONALLY
LEFT
BLANK]
exhibit102p6i0
5
IN WITNESS
 
WHEREOF
 
the
 
parties
 
hereto
 
have caused
 
this Amendment
 
to
 
be duly
executed
on
the date first
 
above
written.
BORROWER:
THE CATO
CORPORATION
By:
Charles D.
Knight
Executive
 
Vice
 
President
 
and Chief
 
Financial
Officer
 
6
AGENT
 
AND
BANKS:
exhibit102p8i0
7
WELLS
 
FARGO
 
BANK,
 
NATIONAL
ASSOCIATION,
as Agent,
 
Issuing
 
Bank
 
and as
 
a
Bank
By:
 
Name: Brad
 
D.
Bostick:
Title:
 
Senior Vice
President
exhibit311
 
1
EXHIBIT 31.1
PRINCIPAL EXECUTIVE
 
OFFICER CERTIFICATION
 
PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934 RULE 13a-14(a)/15d-14(a),
 
AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
 
ACT OF 2002
 
I, John P.
 
D. Cato, certify that:
 
 
1.
 
I have reviewed this report on Form 10-Q of The Cato Corporation (the “registrant”);
 
 
2.
 
Based
 
on
 
my
 
knowledge,
 
this
 
report
 
does
 
not
 
contain
 
any
 
untrue
 
statement
 
of
 
a
 
material
 
fact
 
or
 
omit
 
to
 
state
 
a
 
material
 
fact
 
necessary
 
to
 
make
 
the
 
statements
 
made,
 
in
 
light
 
of
 
the
 
circumstances
 
under
 
which
 
such statements were made, not misleading with respect to the period
 
covered by this report;
 
 
3.
 
Based
 
on
 
my
 
knowledge,
 
the
 
financial
 
statements,
 
and
 
other
 
financial
 
information
 
included
 
in
 
this
 
report,
 
fairly present
 
in all
 
material respects
 
the financial
 
condition,
 
results of
 
operations
 
and
 
cash
 
flows of
 
the registrant
 
as of,
and for, the periods
 
presented in this report;
 
 
4.
 
The
 
registrant’s
 
other
 
certifying
 
officer
 
and
 
I
 
are
 
responsible
 
for
 
establishing
 
and
 
maintaining
 
disclosure
 
controls
 
and
procedures
 
(as defined
 
in Exchange
 
Act Rules 13a-15(e)
 
and 15d-15(e))
 
and internal
 
control over
 
financial reporting
 
(as
defined
 
in
 
Exchange
 
Act
 
Rules
 
13a-15(f)
 
and
 
15d-15(f))
 
for
 
the
 
registrant
 
and have:
 
 
 
 
a)
 
Designed
 
such
 
disclosure
 
controls
 
and
 
procedures,
 
or
 
caused
 
such
 
disclosure
 
controls
 
and
 
procedures
 
to
 
be
 
designed
 
under
 
our
 
supervision,
 
to
 
ensure
 
that
 
material
 
information
 
relating
 
to
 
the
 
registrant,
 
including
 
its
consolidated
 
subsidiaries,
 
is
 
made
 
known
 
to
 
us
 
by
 
others
 
within
 
those
 
entities,
particularly during the period in which this report is being prepared;
 
 
 
b)
 
Designed such
 
internal control
 
over financial
 
reporting, or
 
caused such
 
internal control
 
over financial
 
reporting to
 
be
designed under our supervision,
 
to provide reasonable assurance
 
regarding the reliability
 
of financial reporting and
 
the
preparation of financial statements for external purposes in accordance
 
with generally accepted accounting principles;
 
c)
 
Evaluated
 
the
 
effectiveness
 
of
 
the
 
registrant’s
 
disclosure
 
controls
 
and
 
procedures
 
and
 
presented
 
in
 
this
 
report
 
our
conclusions
 
about
 
the
 
effectiveness
 
of
 
the
 
disclosure
 
controls
 
and
 
procedures,
 
as
 
of
 
the
 
end
 
of the period covered by this report based on such evaluation; and
 
 
 
d)
 
Disclosed
 
in
 
this
 
report
 
any
 
change
 
in
 
the
 
registrant’s
 
internal
 
control
 
over
 
financial
 
reporting
 
that
 
occurred
 
during
 
the
 
registrant’s
 
most
 
recent
 
fiscal
 
quarter
 
(the
 
registrant’s
 
fourth
 
fiscal
 
quarter
 
in
 
the
 
case
 
of
 
an
 
annual
 
report)
 
that
 
has
 
materially
 
affected,
 
or
 
is
 
reasonably
 
likely
 
to
 
materially
 
affect,
 
the
 
registrant’s
internal control over financial reporting; and
5.
 
The registrant’s
 
other certifying
 
officer and
 
I have disclosed,
 
based on
 
our most recent
 
evaluation of
 
internal control
 
over
financial
 
reporting,
 
to
 
the registrant’s
 
auditors
 
and
 
the audit
 
committee
 
of the
 
registrant’s
 
board
 
of directors
 
(or
 
persons
performing the equivalent functions):
 
 
 
 
a)
 
All
 
significant
 
deficiencies
 
and
 
material
 
weaknesses
 
in
 
the
 
design
 
or
 
operation
 
of
 
internal
 
control
 
over
 
financial
reporting
 
which
 
are
 
reasonably
 
likely
 
to
 
adversely
 
affect
 
the
 
registrant’s
 
ability
 
to
 
record,
 
process, summarize and report financial information; and
 
 
 
b)
 
Any
 
fraud,
 
whether
 
or
 
not
 
material,
 
that
 
involves
 
management
 
or
 
other
 
employees
 
who
 
have
 
a
 
significant role in the registrant’s internal
 
control over financial reporting.
Date: November 21, 2023
/s/ John P.
 
D. Cato
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
exhibit312
 
1
EXHIBIT 31.2
PRINCIPAL FINANCIAL
 
OFFICER CERTIFICATION
 
PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934 RULE 13a-14(a)/15d-14(a),
 
AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
 
ACT OF 2002
I, Charles D. Knight, certify that:
 
 
1.
 
I have reviewed this report on Form 10-Q of The Cato Corporation (the “registrant”);
 
 
2.
 
Based
 
on
 
my
 
knowledge,
 
this
 
report
 
does
 
not
 
contain
 
any
 
untrue
 
statement
 
of
 
a
 
material
 
fact
 
or
 
omit
 
to
 
state
 
a
 
material
 
fact
 
necessary
 
to
 
make
 
the
 
statements
 
made,
 
in
 
light
 
of
 
the
 
circumstances
 
under
 
which
 
such statements were made, not misleading with respect to the period
 
covered by this report;
 
 
3.
 
Based
 
on
 
my
 
knowledge,
 
the
 
financial
 
statements,
 
and
 
other
 
financial
 
information
 
included
 
in
 
this
 
report,
 
fairly present
 
in all
 
material respects
 
the financial
 
condition,
 
results of
 
operations
 
and
 
cash
 
flows of
 
the registrant
 
as of,
and for, the periods presented in this report;
 
 
4.
 
The
 
registrant’s
 
other
 
certifying
 
officer
 
and
 
I
 
are
 
responsible
 
for
 
establishing
 
and
 
maintaining
 
disclosure
 
controls
 
and
procedures
 
(as defined
 
in Exchange
 
Act Rules 13a-15(e)
 
and 15d-15(e))
 
and internal
 
control over
 
financial reporting
 
(as
defined
 
in
 
Exchange
 
Act
 
Rules
 
13a-15(f)
 
and
 
15d-15(f))
 
for
 
the
 
registrant
 
and have:
 
 
 
 
a)
 
Designed
 
such
 
disclosure
 
controls
 
and
 
procedures,
 
or
 
caused
 
such
 
disclosure
 
controls
 
and
 
procedures
 
to
 
be
 
designed
 
under
 
our
 
supervision,
 
to
 
ensure
 
that
 
material
 
information
 
relating
 
to
 
the
 
registrant,
 
including
 
its
consolidated
 
subsidiaries,
 
is
 
made
 
known
 
to
 
us
 
by
 
others
 
within
 
those
 
entities,
 
particularly during the period in which this report is being prepared;
 
 
 
b)
 
Designed such
 
internal control
 
over financial
 
reporting, or
 
caused such
 
internal control
 
over financial
 
reporting to
 
be
designed under our supervision,
 
to provide reasonable assurance
 
regarding the reliability
 
of financial reporting and
 
the
preparation of financial statements for external purposes in accordance
 
with generally accepted accounting principles;
 
c)
 
Evaluated
 
the
 
effectiveness
 
of
 
the
 
registrant’s
 
disclosure
 
controls
 
and
 
procedures
 
and
 
presented
 
in
 
this
 
report
 
our
conclusions
 
about
 
the
 
effectiveness
 
of
 
the
 
disclosure
 
controls
 
and
 
procedures,
 
as
 
of
 
the
 
end
 
of the period covered by this report based on such evaluation; and
 
 
 
d)
 
Disclosed
 
in
 
this
 
report
 
any
 
change
 
in
 
the
 
registrant’s
 
internal
 
control
 
over
 
financial
 
reporting
 
that
 
occurred
 
during
 
the
 
registrant’s
 
most
 
recent
 
fiscal
 
quarter
 
(the
 
registrant’s
 
fourth
 
fiscal
 
quarter
 
in
 
the
 
case
 
of
 
an
 
annual
 
report)
 
that
 
has
 
materially
 
affected,
 
or
 
is
 
reasonably
 
likely
 
to
 
materially
 
affect,
 
the
 
registrant’s
internal control over financial reporting; and
5.
 
The registrant’s
 
other certifying
 
officer and
 
I have
 
disclosed, based
 
on our most
 
recent evaluation
 
of internal
 
control over
financial
 
reporting,
 
to
 
the registrant’s
 
auditors
 
and
 
the audit
 
committee
 
of the
 
registrant’s
 
board
 
of directors
 
(or
 
persons
performing the equivalent functions):
 
 
 
 
a)
 
All
 
significant
 
deficiencies
 
and
 
material
 
weaknesses
 
in
 
the
 
design
 
or
 
operation
 
of
 
internal
 
control
 
over
 
financial
reporting
 
which
 
are
 
reasonably
 
likely
 
to
 
adversely
 
affect
 
the
 
registrant’s
 
ability
 
to
 
record,
 
process, summarize and report financial information; and
 
 
 
b)
 
Any
 
fraud,
 
whether
 
or
 
not
 
material,
 
that
 
involves
 
management
 
or
 
other
 
employees
 
who
 
have
 
a
 
significant role in the registrant’s internal
 
control over financial reporting.
Date: November 21, 2023
/s/ Charles D. Knight
Charles D. Knight
Executive Vice President
Chief Financial Officer
exhibit321
 
1
EXHIBIT 32.1
CERTIFICATION OF PERIODIC REPORT
I,
 
John
 
P.
 
D.
 
Cato,
 
Chairman,
 
President
 
and
 
Chief
 
Executive
 
Officer
 
of
 
The
 
Cato
 
Corporation
 
(the
“Company”), certify,
 
pursuant to
 
Section 906 of
 
the Sarbanes-Oxley
 
Act of
 
2002, 18
 
U.S.C. Section 1350,
that on the date of this
 
Certification:
1.
the Form 10-Q of the Company for
 
the quarter ended October 28, 2023 (the
 
“Report”) fully complies with
the requirements of Section 13(a)
 
or 15(d) of the Securities Exchange Act
 
of 1934; and
2.
the information contained in the Report
 
fairly presents, in all material respects, the
 
financial condition and
results of operations of the Company.
Dated: November 21, 2023
 
 
 
/s/ John P.
 
D. Cato
 
John P.
 
D. Cato
 
Chairman, President and
 
Chief Executive Officer
exhibit322
 
1
EXHIBIT 32.2
CERTIFICATION OF PERIODIC REPORT
I,
 
Charles
 
D.
 
Knight,
 
Executive
 
Vice
 
President,
 
Chief
 
Financial
 
Officer
 
of
 
The
 
Cato
 
Corporation
 
(the
“Company”), certify,
 
pursuant to
 
Section 906 of
 
the Sarbanes-Oxley
 
Act of
 
2002, 18
 
U.S.C. Section 1350,
that on the date of this
 
Certification:
1.
the Form 10-Q of the Company for the quarter ended October 28, 2023 (the
 
“Report”) fully complies with
the requirements of Section 13(a)
 
or 15(d) of the Securities Exchange Act
 
of 1934; and
2.
 
the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Dated: November 21, 2023
 
 
 
/s/ Charles D. Knight
 
Charles D. Knight
 
Executive Vice President
 
Chief Financial Officer