What changed in this filing

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Item 1. Financial Statements

2024-11-26 compared with 2024-08-29 · 292 added, 268 removed, 541 unchanged (51% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME AND

COMPREHENSIVE INCOME

OF INCOME (LOSS) AND

COMPREHENSIVE INCOME (LOSS)

Three Months Ended

Six Months Ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

Nine Months Ended

(Dollars in thousands, except per share data)

7 unchanged sentences

Costs and expenses, net

Income before income taxes

Income tax expense

Basic earnings per share

Diluted earnings per share

Loss before income taxes

Income tax (benefit) expense

Basic loss per share

Diluted loss per share

Comprehensive income:

1 unchanged sentence

deferred income taxes of $

the three and six months ended July 29, 2023, respectively

Comprehensive income

the three and nine months ended October 28, 2023,

Comprehensive income (loss)

See notes to condensed consolidated financial statements (unaudited).

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

August 3, 2024

November 2, 2024

February 3, 2024

5 unchanged sentences

Accounts receivable, net of allowance for customer credit losses of

at August 3, 2024 and February 3, 2024, respectively

at November 2, 2024 and February 3, 2024, respectively

Merchandise inventories

8 unchanged sentences

Accrued employee benefits and bonus

Accrued income taxes

Current lease liability

8 unchanged sentences

shares authorized;

issued at August 3, 2024 and February 3, 2024, respectively

issued at November 2, 2024 and February 3, 2024, respectively

Convertible Class B common stock, $

1 unchanged sentence

shares authorized;

shares issued at August 3, 2024 and February 3, 2024

issued at November 2, 2024 and February 3, 2024

Additional paid-in capital

7 unchanged sentences

OF CASH FLOWS

Six Months Ended

August 3, 2024

July 29, 2023

Nine Months Ended

November 2, 2024

October 28, 2023

(Dollars in thousands)

Operating Activities:

Adjustments to reconcile net income to net cash provided

Adjustments to reconcile net loss to net cash (used in) provided

by operating activities:

12 unchanged sentences

Accounts payable, accrued expenses and other liabilities

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Investing Activities:

9 unchanged sentences

Net cash used in financing activities

Net increase in cash, cash equivalents, and restricted cash

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

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

8 unchanged sentences

Stockholders'

(Dollars in thousands)

(Dollars in thousands, except per share data)

Balance — February 3, 2024

13 unchanged sentences

Class A common stock sold through employee stock purchase

Share-based compensation issuances and exercises

Share-based compensation expense

Repurchase and retirement of treasury shares

Balance — August 3, 2024

Comprehensive income:

Unrealized net losses on available-for-sale securities, net of

deferred income tax expense of $0

Dividends paid ($

Class A common stock sold through employee stock purchase

Share-based compensation expense

Repurchase and retirement of treasury shares

Balance — November 2, 2024

See notes to condensed consolidated financial statements (unaudited).

4 unchanged sentences

Stockholders'

(Dollars in thousands)

(Dollars in thousands, except per share data)

Balance — January 28, 2023

13 unchanged sentences

Class A common stock sold through employee stock purchase

Share-based compensation issuances and exercises

Share-based compensation expense

1 unchanged sentence

Balance — July 29, 2023

Comprehensive income:

Unrealized net gains on available-for-sale securities, net of

deferred income tax expense of $

Dividends paid ($

Class A common stock sold through employee stock purchase

Share-based compensation expense

Balance — October 28, 2023

See notes to condensed consolidated financial statements (unaudited).

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 1 - GENERAL

twenty-six-week

periods ended August

November 2, 2024

and October 28,

2023 have been

prepared from the

accounting records of

accounting records

Corporation and its wholly-owned subsidiaries

(the “Company”), and all

amounts shown are

In the opinion of management, all adjustments considered necessary for a fair statement of the

15 unchanged sentences

The sale resulted in a

Consolidated Statements of Income and Comprehensive Income

for the period ended August 3, 2024.

Subsequent to

insurance claim settlement and sale of its corporate jet.

On August 29, 2024, the Board of Directors maintained the quarterly dividend

the accompanying

Consolidated Statements of Income

(Loss) and Comprehensive

Income (Loss) for

the nine months

November 2, 2024.

During the current quarter of the fiscal year,

the Company received $

million from the insurance claim

settlement and sale of its corporate jet.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 2 - EARNINGS PER SHARE:

7 unchanged sentences

The Company has presented one basic EPS and one diluted EPS amount for all common shares in

the accompanying

Condensed Consolidated

Statements of

Comprehensive Income.

Company’s certificate

of incorporation

declare dividends

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

weighted average

common shares

outstanding for

Purchase Plan.

the accompanying Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

incorporation

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

Accordingly, the Company’s allocation

of income for purposes

applicable to both Class A and Class

income (loss)

less earnings

non-vested equity

awards divided

Stock Purchase Plan.

Three Months Ended

Six Months Ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

(Dollars in thousands)

Nine Months Ended

(Dollars in thousands, except per share data)

Earnings (loss) allocated to non-vested equity awards

Net earnings available to common stockholders

Net loss available to common stockholders

Basic weighted average common shares outstanding

Diluted weighted average common shares outstanding

Net income per common share

Basic earnings per share

Diluted earnings per share

Net loss per common share

Basic loss per share

Diluted loss per share

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME:

1 unchanged sentence

comprehensive income (in thousands) for the

three months ended August 3, 2024:

three months ended November 2, 2024:

Changes in Accumulated Other

3 unchanged sentences

Available-for-Sale

Beginning Balance at May 4, 2024

Other comprehensive income before

Beginning Balance at August 3, 2024

Other comprehensive income (loss) before

reclassification

Gains reclassified from accumulated

other comprehensive income (b)

Net current-period other comprehensive income

Ending Balance at August 3, 2024

Amounts reclassified from accumulated

other comprehensive income to net income

Net current-period other comprehensive income (loss)

Ending Balance at November 2, 2024

(a) All amounts are net-of-tax.

Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.

(b) Includes $

impact of Accumulated other comprehensive income reclassifications into Interest and other

income for net realized gains on available-for-sale securities.

The tax impact of this reclassification was $

reclassification

comprehensive income (in thousands) for the

six months ended August 3, 2024:

nine months ended November 2, 2024:

Changes in Accumulated Other

4 unchanged sentences

Beginning Balance at February 3, 2024

Other comprehensive income before

Other comprehensive income (loss) before

reclassification

Gains reclassified from accumulated

other comprehensive income (b)

Net current-period other comprehensive loss

Ending Balance at August 3, 2024

Amounts reclassified from accumulated

other comprehensive income to net income (b)

Net current-period other comprehensive income (loss)

Ending Balance at November 2, 2024

(a) All amounts are net-of-tax.

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME

1 unchanged sentence

comprehensive income (in thousands) for the

three months ended July 29, 2023:

three months ended October 28, 2023:

Changes in Accumulated Other

3 unchanged sentences

Available-for-Sale

Beginning Balance at April 29, 2023

Other comprehensive income before

reclassifications

Gains reclassified from accumulated

other comprehensive income (b)

Net current-period other comprehensive income

Ending Balance at July 29, 2023

Beginning Balance at July 29, 2023

Other comprehensive income (loss) before

reclassification

Amounts reclassified from accumulated

other comprehensive income to net income (b)

Net current-period other comprehensive income (loss)

Ending Balance at October 28, 2023

(a) All amounts are net-of-tax.

6 unchanged sentences

comprehensive income (in thousands) for the

six months ended July 29, 2023:

nine months ended October 28, 2023:

Changes in Accumulated Other

4 unchanged sentences

Beginning Balance at January 28, 2023

Other comprehensive income before

reclassifications

Gains reclassified from accumulated

other comprehensive income (b)

Net current-period other comprehensive income

Ending Balance at July 29, 2023

Other comprehensive income (loss) before

reclassification

Amounts reclassified from accumulated

other comprehensive income to net income (b)

Net current-period other comprehensive income (loss)

Ending Balance at October 28, 2023

(a) All amounts are net-of-tax.

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 4 – FINANCING ARRANGEMENTS:

Company amended the

revolving credit agreement to

modify a definition used

in calculating the

minimum EBITDAR coverage ratio to add back certain income tax receivables included in the calculation of

quarter ended

giving effect

amendment, the

compliance with the

credit agreement.

borrowings outstanding,

r any outstanding

credit that reduced borrowing availability, as of August 3, 2024.

The weighted average interest rate under the

credit facility was

at August 3, 2024 due to

At November 2,

2024, the Company had

a revolving credit agreement,

which provides for borrowings of

million, less

revocable letters

purchase commitments,

revolving credit

definition used

in calculating

the Company’s

minimum EBITDAR

November 1, 2024, the Company

amended the revolving credit agreement

to lower the minimum EBITDAR

corresponding

coverage ratio in exchange

for a secured position

in any future borrowings.

For the quarter ended

the amendments,

compliance with

availability, as of November 2, 2024.

The weighted average interest rate under

the credit facility was

November 2, 2024 due to

outstanding borrowings.

21 unchanged sentences

subsequently sold to customers in

fashion specialty

retail stores

principally in the southeastern United States.

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 5 – REPORTABLE SEGMENT INFORMATION

2 unchanged sentences

Three Months Ended

Six Months Ended

August 3, 2024

Nine Months Ended

November 2, 2024

Interest and other income

Income before

Income (loss) before

Capital expenditures

1 unchanged sentence

Three Months Ended

Six Months Ended

July 29, 2023

Nine Months Ended

October 28, 2023

Interest and other income

Income before

Income (loss) before

Capital expenditures

Total assets as of August 3, 2024

Total assets as of November 2, 2024

Total assets as of February 3, 2024

9 unchanged sentences

Three Months Ended

Six Months Ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

Nine Months Ended

Other expenses

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 6 – STOCK-BASED COMPENSATION:

Company’s 2018 Incentive

Compensation Plan allows

for the granting

forms of equity-based awards,

including restricted stock

and stock options for

grant to officers, directors

key employees.

directors and key employees.

available for grant under this plan as

of August 3, 2024:

of November 2, 2024:

Options and/or restricted stock initially authorized

1 unchanged sentence

Compensation–Stock Compensation

amortized to compensation expense on a straight-line basis

over the related vesting periods.

, respectively,

average vesting

straight-line

respectively,

compensation expense

the three and

six months ended

August 3, 2024

unrecognized compensation expense

related to nonvested

restricted stock awards,

weighted-average vesting period of

years, respectively.

total compensation expense

ended November

, respectively,

compared to a

respectively.

administrative expenses in the Condensed Consolidated Statements of Income

administrative

The following summary

2 unchanged sentences

unvested restricted stock

the six months ended

during the nine months ended November 2, 2024:

Weighted Average

2 unchanged sentences

Forfeited or expired

Restricted stock awards at August 3, 2024

Restricted stock awards at November 2, 2024

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 6 – STOCK BASED-COMPENSATION (CONTINUED):

semi-annual offering

through payroll

share, respectively, under

the Employee Stock

Purchase Plan.

compensation expense recognized

% discount given under the Employee Stock

Purchase Plan was approximately $

for each of the six

months ended August 3, 2024 and

July 29, 2023.

This compensation expense is

classified as a component of

Selling, general and administrative expenses.

% discount through payroll deductions.

During the nine

months ended November 2, 2024

and October 28,

per share, respectively,

under the Employee

Stock Purchase Plan.

The compensation expense

recognized for

respectively.

component of Selling, general and administrative expenses.

– FAIR VALUE MEASUREMENTS:

4 unchanged sentences

measured at fair value (in thousands)

as of August 3, 2024 and

February 3, 2024:

August 3, 2024

as of November 2, 2024 and February

November 2, 2024

State/Municipal Bonds

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

February 3, 2024

7 unchanged sentences

Total Liabilities

The Company’s

investment portfolio

was primarily

The Company’s investment portfolio

was primarily invested in

corporate bonds and

tax-exempt and taxable

governmental debt

securities held

Treasury/Agencies

accounts with

underlying ratings

contractual maturities which range from

Treasury/Agencies Notes and

available-for-sale and are

Short-term investments

the respective

Consolidated Balance Sheets.

assets are carried

at fair value

with unrealized gains and

losses reported

Accumulated other

February 3, 2024.

The state, municipal and corporate bonds have contractual maturities which range from

Treasury/Agencies notes and bonds have contractual maturities which range from

available-for-sale

comprehensive income.

The asset-backed securities

of auto loans and

bank credit cards that

carry AAA ratings.

auto loan asset-backed securities

by static pools of auto loans that were originated and serviced

by captive auto finance units, banks or finance

Capital One, and Discover.

deferred compensation

During the six months ended August

3, 2024, the Company sold its

At November 2,

2024, the Company

had deferred compensation

plan assets of

During the nine

months ended November

Company sold its

corporate equities.

assets are recorded within Other assets

in the Condensed Consolidated Balance Sheets.

these assets are recorded within Other

assets in the Condensed Consolidated Balance

Level 1 category securities are measured

20 unchanged sentences

fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

compensation obligation,

4 unchanged sentences

actively traded.

measured using Level 3 inputs for the six months ended August 3, 2024 and the year ended February 3,

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

measured using Level 3 inputs

for the nine months ended November

2, 2024 and the year ended

(in thousands):

7 unchanged sentences

changes in net assets)

Ending Balance at August 3, 2024

Ending Balance at November 2, 2024

Measurements Using

6 unchanged sentences

changes in net assets)

Ending Balance at August 3, 2024

Ending Balance at November 2, 2024

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

Measurements Using

18 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:

19 unchanged sentences

on its consolidated financial statements and related disclosures.

Statement—Reporting

Comprehensive

Income—Expense

Disaggregation

disaggregated

guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning

evaluating the

potential impact

consolidated financial statements

and related disclosures.

NOTE 9 – INCOME TAXES:

The Company had

the first six

months of 2024

% compared to

fiscal 2024 from $

effective tax

first nine months

of fiscal 2023.

Income tax expense

for the first

months increased to $

million in fiscal 2024 from an

income tax benefit of $

million in fiscal 2023.

The decrease in tax expense is primarily due to the valuation

allowance against net

deferred tax assets attributable

net operating loss carryforwards

the impact of the foreign rate differential and lower state income taxes.

primarily due

valuation allowance

assets attributable

federal net operating

loss carryforwards recorded

in the fourth

quarter of 2023

and a smaller release of reserves for uncertain tax positions.

NOTE 10 – COMMITMENTS AND CONTINGENCIES:

1 unchanged sentence

litigation instituted by persons injured upon premises under the Company’s control, litigation with respect

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

discrimination

litigation with present or former employees.

litigation with

present or former employees.

Although such

17 unchanged sentences

deemed probable and reasonably estimable.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

NOTE 11 – REVENUE RECOGNITION:

25 unchanged sentences

respectively,

ended July 29,

2023, respectively.

respectively,

Sales purchased

proprietary credit

and nine months ended November 2, 2024 were $

million and $

million for the three and six months ended July 29, 2023, respectively.

million, respectively, compared to

million and $

million for the three and nine months ended October 28, 2023,

respectively.

customers (in thousands):

Balance as of

August 3, 2024

November 2, 2024

February 3, 2024

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

NOTE 12 – LEASES:

2 unchanged sentences

stores, offices,

warehouse space and

warehouse space

and equipment.

Its leases have

12 unchanged sentences

Three Months Ended

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 2023

Operating lease cost (a)

2 unchanged sentences

) million and ($

) million for the three months ended August 3, 2024 and July

29, 2023, respectively.

) million for the three months ended November 2, 2024 and

October 28, 2023, respectively.

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

Six Months Ended

August 3, 2024

July 29, 2023

Nine Months Ended

November 2, 2024

October 28, 2023

Operating lease cost (a)

2 unchanged sentences

) million and ($

) million for the six months ended August 3, 2024 and July 29,

2023, respectively.

) million for the nine months ended November 2, 2024 and

October 28, 2023, respectively.

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND

SIX MONTHS ENDED AUGUST 3, 2024 AND JULY 29, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDED

NOVEMBER 2, 2024 AND

OCTOBER 28, 2023

Supplemental cash flow

6 unchanged sentences

Three Months Ended

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 2023

Cash paid for amounts included in the measurement of lease liabilities

1 unchanged sentence

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

Six Months Ended

August 3, 2024

July 29, 2023

Nine Months Ended

November 2, 2024

October 28, 2023

Cash paid for amounts included in the measurement of lease liabilities

2 unchanged sentences

Weighted-average

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 2023

Weighted-average remaining lease term

3 unchanged sentences

Present value of lease liabilities

(a) Excluding the six months ended August 3, 2024

(a) Excluding the nine months ended November 2, 2024

THE CATO CORPORATION

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements