Item 8. Financial Statements and Supplementary Data
Item 8.
Financial Statements and Supplementary Data:
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID
238
) .....................................
38
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
for the fiscal
years ended February 1, 2025, February 3, 2024 and January 28, 2023 ................................
...........
41
Consolidated Balance Sheets at February 1, 2025 and February 3, 2024
.............................................
42
Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025,
February 3, 2024
and January 28, 2023................................
................................................................
.........................
43
Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 1,
2025,
February 3, 2024 and January 28, 2023 ................................................................
............................
44
Notes to Consolidated Financial Statements ..........................................................................................
45
Schedule II — Valuation
and Qualifying Accounts for the fiscal years ended February 1, 2025,
February 3, 2024 and January 28, 2023 ................................................................
............................
80
38
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of The Cato Corporation
Opinions on the Financial Statements and Internal Control over Financial
Reporting
We have audited the accompanying consolidated balance sheets of The Cato Corporation and its
subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024,
and the related consolidated
statements of income (loss) and comprehensive income (loss), of stockholders'
equity and of cash flows
for each of the three years in the period ended February 1, 2025, including
the related notes and financial
statement schedule listed in the accompanying index (collectively referred
to as the "consolidated
financial statements"). We also have audited the Company's internal control over financial reporting as of
February 1, 2025, based on criteria established in
Internal Control - Integrated Framework
(2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above
present fairly, in all material
respects, the financial position of the Company as of February
1, 2025 and February 3, 2024, and the
results of its operations and its cash flows for each of the three years
in the period ended February 1, 2025
in conformity with accounting principles generally accepted in the United
States of America. Also in our
opinion, the Company maintained, in all material respects, effective internal control
over financial
reporting as of February 1, 2025, based on criteria established
in
Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial
statements, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in Management’s Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions
on the Company’s
consolidated financial statements and on the Company's internal control over
financial reporting based on
our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with
respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud,
and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing
procedures to assess the risks of
material misstatement of the consolidated financial statements, whether
due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also
included evaluating the accounting principles used and significant
estimates made by management, as
well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal
control over financial reporting included obtaining an understanding
of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits
also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
39
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal
control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the
assets of the company; (ii) provide reasonable assurance that transactions
are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles,
and that receipts and expenditures of the company are being made
only in accordance with authorizations
of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk
that controls may become inadequate because of changes in conditions, or
that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising
from the current period audit of the
consolidated financial statements that was communicated or required to
be communicated to the audit
committee and that (i) relates to accounts or disclosures that are material to
the consolidated financial
statements and (ii) involved our especially challenging, subjective, or
complex judgments. The
communication of critical audit matters does not alter in any way
our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts
or disclosures to which it
relates.
Impairment of Long-Lived Assets - Store Location Asset Groupings
As described in Notes 1 and 6 to the consolidated financial statements,
the Company’s consolidated
property and equipment, net balance was $60.3 million, of which the store
locations were a portion, and
consolidated operating lease right-of-use assets, net balance was $148.9
million as of February 1, 2025.
The Company invests in leaseholds, right-of-use assets and equipment,
primarily in connection with the
opening and remodeling of stores, and in computer software and hardware.
The Company periodically
reviews its store locations and estimates the recoverability
of its long-lived assets, which primarily relate
to fixtures and equipment, leasehold improvements, right-of-use assets net
of lease liabilities, and
information technology equipment and software. An impairment
charge is recorded for the amount by
which the carrying value exceeds the estimated fair value when management
determines that projected
cash flows associated with those long-lived assets will not be sufficient to recover
the carrying value. This
determination is based on a number of factors, including the store’s historical operating results and future
projected cash flows, which include contribution margin projections. The Company
assesses the fair value
of each lease by considering market rents and any lease terms
that may adjust market rents under certain
conditions such as the loss of an anchor tenant or a leased space in a shopping
center not meeting certain
criteria. An impairment charge for store assets of $0.8 million was recorded during
the year ended
February 1, 2025.
The principal considerations for our determination that performing
procedures relating to impairment of
long-lived assets – store location asset groupings is a critical audit
matter are (i) the significant judgment
by management when determining the fair value measurement of the
store location asset groupings,
which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and
evaluating management’s projected cash flow assumptions related to contribution margin projections.
40
Addressing the matter involved performing procedures and evaluating
audit evidence in connection with
forming our overall opinion on the consolidated financial statements.
These procedures included testing
the effectiveness of controls relating to management’s long-lived assets – store location recoverability test
and determination of the fair value of the asset groupings.
These procedures also included, among others,
(i) testing the completeness and accuracy of underlying data used in
the projected cash flows and store
location asset groupings, (ii) evaluating the reasonableness of management’s assumptions related to
contribution margin projections by considering current and historical performance
of the store location
asset groupings and whether the assumptions were consistent with evidence
obtained in other areas of the
audit, (iii) evaluating the appropriateness of the projected cash flow model,
and (iv) evaluating
management’s assessment of the fair value of the leased assets included in the store location asset
groupings.
/s/
PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 31, 2025
We have served as the Company’s
auditor since 2003.
41
THE CATO CORPORATION
CONSOLIDATED STATEMENTS
OF INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)
Fiscal Year Ended
February 1, 2025
February 3, 2024
January 28, 2023
(Dollars in thousands, except per share data)
REVENUES
Retail sales
$
642,140
$
700,318
$
752,370
Other revenue (principally finance charges,
late fees and layaway charges)
7,666
7,741
6,890
Total revenues
649,806
708,059
759,260
COSTS AND EXPENSES, NET
Cost of goods sold (exclusive of
depreciation shown below)
436,440
464,313
509,664
Selling, general and administrative (exclusive
of depreciation shown below)
231,430
252,742
242,561
Depreciation
9,817
9,871
11,080
Interest expense
59
35
87
Interest and other income
( 11,827 )
( 5,101 )
( 5,902 )
Costs and expenses, net
665,919
721,860
757,490
Income (loss) before income taxes
( 16,113 )
( 13,801 )
1,770
Income tax expense
1,944
10,140
1,741
Net income (loss)
$
( 18,057 )
$
( 23,941 )
$
29
Basic earnings (loss) per share
$
( 0.97 )
$
( 1.17 )
$
-
Diluted earnings (loss) per share
$
( 0.97 )
$
( 1.17 )
$
-
Dividends per share
$
0.51
$
0.68
$
0.68
Comprehensive income:
Net income (loss)
$
( 18,057 )
$
( 23,941 )
$
29
Unrealized gain (loss) on available-for-sale
securities, net of deferred income taxes of
$
0
, $
489
, and ($
287
) for fiscal 2024, 2023
and 2022, respectively
( 242 )
1,633
( 958 )
Comprehensive loss
$
( 18,299 )
$
( 22,308 )
$
( 929 )
See notes to consolidated financial statements.
42
THE CATO CORPORATION
CONSOLIDATED BALANCE SHEETS
February 1, 2025
February 3, 2024
(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents
$
20,279
$
23,940
Short-term investments
57,423
79,012
Restricted cash
2,799
3,973
Accounts receivable, net of allowance for customer credit losses of $
581
at
February 1, 2025 and $
705
at February 3, 2024
24,540
29,751
Merchandise inventories
110,739
98,603
Prepaid expenses and other current assets
7,406
7,783
Total Current Assets
223,186
243,062
Property and equipment – net
60,326
64,022
Other assets
19,979
25,047
Right-of-Use assets - net
148,870
154,686
Total Assets
$
452,361
$
486,817
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
$
88,641
$
87,821
Accrued expenses
41,717
37,404
Accrued bonus and benefits
326
1,675
Current lease liability
57,555
61,108
Total Current Liabilities
188,239
188,008
Other noncurrent liabilities
13,485
14,475
Lease liability
88,341
92,013
Commitments and contingencies
-
-
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;
18,313,929
and
18,802,742
shares issued at
February 1, 2025 and February 3, 2024, respectively
619
635
Convertible Class B common stock, $
0.033
par value per share,
15,000,000
shares authorized;
1,763,652
shares issued at
February 1, 2025 and February 3, 2024
59
59
Additional paid-in capital
129,530
126,953
Retained earnings
31,935
64,279
Accumulated other comprehensive income
153
395
Total Stockholders' Equity
162,296
192,321
Total Liabilities and Stockholders’ Equity
$
452,361
$
486,817
See notes to consolidated financial statements.
43
THE CATO CORPORATION
CONSOLIDATED STATEMENTS
OF CASH FLOWS
Fiscal Year Ended
February 1, 2025
February 3, 2024
January 28, 2023
(Dollars in thousands)
Operating Activities:
Net income (loss)
$
( 18,057 )
$
( 23,941 )
$
29
Adjustments to reconcile net income (loss) to net cash (used in) provided
by operating activities:
Depreciation
9,817
9,871
11,080
Provision for customer credit losses
654
554
280
Purchase premium and premium amortization of investments
( 1,131 )
( 711 )
537
(Gain) Loss on sale of assets held for investment
( 5,343 )
8
-
Share based compensation
2,283
4,170
2,606
Deferred income taxes
-
8,724
386
Loss on disposal of property and equipment
192
84
199
Impairment of assets
786
1,811
884
Changes in operating assets and liabilities which provided
(used) cash:
Accounts receivable
1,357
( 608 )
29,034
Merchandise inventories
( 12,136 )
13,453
12,851
Prepaid and other assets
( 212 )
( 216 )
1,543
Operating lease right-of-use assets and liabilities
( 1,410 )
( 2,056 )
( 2,573 )
Accrued income taxes
-
( 613 )
( 307 )
Accounts payable, accrued expenses and other liabilities
3,455
( 10,053 )
( 43,179 )
Net cash (used in) provided by operating activities
( 19,745 )
477
13,370
Investing Activities:
Expenditures for property and equipment
( 7,872 )
( 12,532 )
( 19,433 )
Purchase of short-term investments
( 39,612 )
( 48,055 )
( 54,734 )
Sales of short-term investments
62,782
80,371
90,190
Sales of other assets
13,667
( 8 )
-
Net cash provided by investing activities
28,965
19,776
16,023
Financing Activities:
Dividends paid
( 10,516 )
( 13,954 )
( 14,369 )
Repurchase of common stock
( 3,877 )
( 2,562 )
( 15,216 )
Proceeds from employee stock purchase plan
338
384
307
Net cash used in financing activities
( 14,055 )
( 16,132 )
( 29,278 )
Net (decrease) increase in cash, cash equivalents, and restricted cash
( 4,835 )
4,121
115
Cash, cash equivalents, and restricted cash at beginning of period
27,913
23,792
23,677
Cash, cash equivalents, and restricted cash at end of period
$
23,078
$
27,913
$
23,792
Non-cash activity:
Accrued property and equipment expenditures
$
329
$
942
$
685
Accrued treasury stock
27
-
-
See notes to consolidated financial statements.
44
THE CATO CORPORATION
CONSOLIDATED STATEMENTS
OF STOCKHOLDERS' EQUITY
Accumulated
Additional
Other
Total
Common
Paid-In
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
(Dollars in thousands, except per share data)
Balance — January 29, 2022
$
728
$
119,540
$
134,208
$
( 280 )
$
254,196
Comprehensive income:
Net income
-
-
29
-
29
Unrealized loss on available-for-sale securities, net of
deferred income tax benefit of $
287
-
-
-
( 958 )
( 958 )
Dividends paid ($
0.68
per share)
-
-
( 14,369 )
-
( 14,369 )
Class A common stock sold through employee stock purchase
plan
-
360
-
-
360
Share-based compensation expense
4
2,531
17
-
2,552
Repurchase and retirement of treasury shares
( 41 )
-
( 15,176 )
-
( 15,217 )
Balance — January 28, 2023
$
691
$
122,431
$
104,709
$
( 1,238 )
$
226,593
Comprehensive income:
Net loss
-
-
( 23,941 )
-
( 23,941 )
Unrealized gain on available-for-sale securities, net of
deferred income tax expense of $
489
-
-
-
1,633
1,633
Dividends paid ($
0.68
per share)
-
-
( 13,954 )
-
( 13,954 )
Class A common stock sold through employee stock purchase
plan
2
445
-
-
447
Share-based compensation expense
10
4,077
18
-
4,105
Repurchase and retirement of treasury shares
( 9 )
-
( 2,553 )
-
( 2,562 )
Balance — February 3, 2024
$
694
$
126,953
$
64,279
$
395
$
192,321
Comprehensive income:
Net loss
-
-
( 18,057 )
-
( 18,057 )
Unrealized loss on available-for-sale securities, net of
deferred income tax benefit of $
0
-
-
-
( 242 )
( 242 )
Dividends paid ($
0.51
per share)
-
-
( 10,516 )
-
( 10,516 )
Class A common stock sold through employee stock purchase
plan
2
395
-
-
397
Share-based compensation expense
12
2,182
76
-
2,270
Repurchase and retirement of treasury shares
( 30 )
-
( 3,847 )
-
( 3,877 )
Balance — February 1, 2025
$
678
$
129,530
$
31,935
$
153
$
162,296
See notes to consolidated financial statements.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
45
1.
Summary of Significant Accounting Policies:
Principles of Consolidation:
The Consolidated Financial Statements include the accounts of The Cato
Corporation and
its
wholly-owned subsidiaries
(the “Company”).
All
significant intercompany
accounts
and transactions have been eliminated.
Description
of
Business
and
Fiscal
Year:
The
Company
has
two
reportable
segments
—
the
operation
of
a
fashion
specialty
stores
segment
(“Retail
Segment”)
and
a
credit
card
segment
(“Credit
Segment”). The
apparel specialty
stores operate
under the
names “Cato,”
“Cato Fashions,”
“Cato Plus,”
“It’s Fashion,” “It’s
Fashion Metro,” “Versona
”
and “Cache,” including e-commerce websites. The stores
are
located
primarily
in
strip
shopping
centers
principally
in
the
southeastern
United
States.
The
Company’s fiscal year ends on the Saturday nearest January 31 of the subsequent year. Fiscal year 2024 is
a
52
-week year, 2023 is a
53
-week year and 2022 is a
52
-week year.
Use
of
Estimates:
The
preparation
of
the
Company’s
financial
statements
in
conformity
with
accounting
principles
generally accepted
in
the
United
States
(“GAAP”)
requires
management to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
revenues
and
expenses
during
the
reporting
period.
Actual
results
could
differ
from
those
estimates.
Significant
accounting
estimates
reflected
in
the
Company’s
financial
statements
include
the
allowance
for
customer
credit
losses,
inventory
shrinkage,
the
calculation
of
potential
asset
impairment,
workers’
compensation,
general
and
auto
insurance
liabilities,
reserves
relating
to
self-insured
health
insurance,
uncertain tax positions and valuation allowances on deferred tax
assets.
Cash
and
Cash
Equivalents:
Cash
and
cash
equivalents
consist
of
highly
liquid
investments
with
original maturities of three months or less.
Short-Term
Investments:
Investments with
original maturities
beyond three
months are
classified
as short-term
investments. See
Note 3
for the
Company’s
estimated fair
value of,
and other
information
regarding,
its
short-term
investments.
The
Company’s
short-term
investments
are
all
classified
as
available-for-sale.
As
they
are
available
for
current
operations,
they
are
classified
on
the
Consolidated
Balance Sheets
as
Current Assets.
Available-for-sale
securities are
carried at
fair value,
with
unrealized
gains
and
temporary
losses,
net
of
income
taxes,
reported
as
a
component
of
Accumulated
other
comprehensive income.
Other than
temporary declines
in the
fair value
of investments
are recorded
as a
reduction
in
the
cost
of
the
investments
in
the
accompanying
Consolidated
Balance
Sheets
and
a
reduction
of
Interest
and
other
income
in
the
accompanying
Consolidated
Statements
of
Income
and
Comprehensive
Income.
The
cost
of
debt
securities
is
adjusted
for
amortization
of
premiums
and
accretion
of
discounts
to
maturity.
The
amortization
of
premiums,
accretion
of
discounts
and
realized
gains and losses are included in Interest and other income.
Restricted Cash:
The Company had $
2.8
million and $
4.0
million in escrow at February 1, 2025 and
February 3, 2024, respectively, as security and collateral for administration of the Company’s
self-insured
workers’
compensation
and
general
liability
coverage,
which
is
reported
as
Restricted
cash
on
the
Consolidated Balance Sheets.
Supplemental Cash Flow
Information:
Income tax
payments, net
of refunds
received, for
the fiscal
years ended
February 1,
2025, February
3, 2024
and January
28, 2023
were a
payment of
$
1,874,000
, a
payment of $
4,121,000
and a refund of $
29,206,000
, respectively.
Inventories:
Merchandise
inventories
are
stated
at
the
net
realizable
value
as
determined
by
the
weighted-average cost method.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
46
Property and Equipment:
Property and equipment are
recorded at cost, including
land. Maintenance
and repairs are expensed to operations as incurred; renewals and betterments are capitalized. Depreciation
is
determined on
the
straight-line method
over the
estimated useful
lives of
the
related assets
excluding
leasehold improvements.
Leasehold improvements are amortized over the
shorter of the estimated useful
life or lease term.
For leases with renewal periods at
the Company’s
option, the Company generally uses
the
original
lease
term
plus
reasonably
assured
renewal
option
periods
(generally
one
five-year
option
period) to determine estimated useful lives.
Typical estimated useful lives are as follows:
`
Estimated
Classification
Useful Lives
Land improvements
10
years
Buildings
30
-
40
years
Leasehold improvements
5
-
10
years
Fixtures and equipment
3
-
10
years
Information technology equipment and software
3
-
10
years
Aircraft
20
years
Impairment
of
Long-Lived
Assets:
The
Company
invests
in
leaseholds,
right-of-use
assets
and
equipment primarily
in connection
with the
opening and
remodeling of
stores and
in computer
software
and hardware. The Company periodically reviews its store locations and estimates the recoverability of its
long-lived assets,
which primarily
relate to
Fixtures and
equipment, Leasehold
improvements, Right-of-
use
assets
net
of
Lease
liabilities
and
Information
technology
equipment
and
software.
An
impairment
charge is
recorded for the
amount by which
the carrying value
exceeds the estimated
fair value when
the
Company
determines
that
projected
cash
flows
associated
with
those
long-lived
assets
will
not
be
sufficient to recover the
carrying value. This determination is
based on a number of
factors, including the
store’s
historical
operating
results
and
future
projected
cash
flows,
which
include
contribution
margin
projections. The Company assesses the fair
value of each lease by
considering market rents and any lease
terms
that
may
adjust
market
rents
under
certain
conditions,
such
as
the
loss
of
an
anchor
tenant
or
a
leased
space
in
a
shopping
center
not
meeting
certain
criteria.
Further,
in
determining when
to
close
a
store, the
Company considers real
estate development
in the
area and
perceived local
market conditions,
which can
be difficult
to
predict and
may be
subject
to
change. Asset
impairment charges
of
$
786,000
,
$
1,811,000
and $
884,000
were incurred in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.
Other Assets:
Other assets are comprised
of long-term assets, primarily
insurance contracts related to
deferred compensation assets and land held for investment purposes.
`
Balance as of
February 1, 2025
February 3, 2024
(Dollars in thousands)
Other Assets
Deferred Compensation Investments
$
9,301
$
8,586
Land Held for Investment
8,679
9,334
Miscellaneous Investments
1,139
2,076
Asset Held for Sale
-
4,183
Other Deposits
596
604
Other
264
264
Total
Other Assets
$
19,979
$
25,047
Leases:
The
Company
leases
all
of
its
retail
stores.
Most
lease
agreements
contain
construction
allowances and rent escalations.
For purposes of recognizing incentives and minimum rental expenses on
a straight-line basis over the terms of the leases, including renewal periods considered reasonably
assured,
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
47
the Company begins amortization
as of the
initial possession date which
is when the Company
enters the
space and begins to make improvements in preparation for intended use.
Revenue
Recognition:
The
Company
recognizes
sales
at
the
point
of
purchase
when
the
customer
takes possession
of the
merchandise and
pays for
the purchase,
generally with cash
or credit.
Sales from
purchases
made
with
Cato
credit,
gift
cards
and
layaway
sales
from
stores
are
also
recorded
when
the
customer
takes
possession
of
the
merchandise.
E-commerce sales
are
recorded when
the
risk
of
loss
is
transferred
to
the
customer.
Gift
cards
are
recorded
as
deferred
revenue
until
they
are
redeemed
or
forfeited. Gift
cards do
not have
expiration dates.
Layaway sales
are recorded
as deferred
revenue until
the customer takes possession or forfeits the merchandise. A provision is made for estimated merchandise
returns based
on sales
volumes and
the Company’s
experience; actual
returns have
not varied
materially
from historical amounts. A provision is made for estimated write-offs associated with sales
made with the
Company’s proprietary credit card.
In addition, a provision is made for estimated rewards cards issued to
customers based
on their
purchases with the
Company’s propriety
credit card.
The rewards
cards issued
by the Company have a
90
-day expiration.
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.
In accordance with ASU 2014-09,
Revenue from Contracts with Customers (Topic
606)
(“Topic 606”),
in
fiscal
2024,
2023
and
2022,
the
Company
recognized
$
1,447,934
,
$
1,116,000
and
$
256,000
,
respectively,
of
income
on
unredeemed
gift
cards
(“gift
card
breakage”)
as
a
component
of
Other
Revenue
on
the
Consolidated
Statements
of
Income (Loss)
and
Comprehensive Income
(Loss).
Under
Topic
606, the
Company recognizes
gift card
breakage using
an expected
breakage percentage
based on
redeemed gift cards. See Note 2 for further information on miscellaneous
income.
The Company
offers
its own
proprietary credit
card to
customers. All
credit activity
is performed
by
the
Company’s
wholly-owned
subsidiaries.
None
of
the
credit
card
receivables
are
secured.
The
Company
estimated
customer
credit
losses
of
$
654,000
and
$
578,000
for
the
twelve
months
ended
February 1,
2025 and
February 3,
2024, respectively,
on sales
purchased on
the Company’s
proprietary
credit
card
of
$
21.8
million
and
$
23.5
million
for
the
twelve
months
ended
February
1,
2025
and
February 3, 2024, respectively.
The following table provides information about receivables
and contract liabilities from contracts with
customers (in thousands):
`
Balance as of
February 1, 2025
February 3, 2024
Proprietary Credit Card Receivables, net
$
10,848
$
10,909
Gift Card Liability
$
7,541
$
8,143
Cost of Goods Sold:
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
Company’s
buying
departments
and
distribution
center.
Occupancy expenses include rent, real
estate taxes, insurance, common area
maintenance, utilities
and
maintenance
for
stores
and
distribution
facilities.
Buying,
distribution,
occupancy
and
internal
transfer
costs
are
treated
as
period
costs
and
are
not
capitalized
as
part
of
inventory.
The
direct
costs
associated with shipping goods to customers are recorded as a component
of Cost of goods sold.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
48
Advertising:
Advertising
costs
are
expensed
in
the
period
in
which
they
are
incurred.
Advertising
expense was approximately $
4,686,000
, $
6,277,000
and $
6,868,000
for the fiscal years ended February 1,
2025, February 3, 2024 and January 28, 2023, respectively.
Stock Repurchase Program:
For the fiscal year ended
February 1, 2025, the Company had
997,455
shares
remaining
in
open
authorizations.
There
is
no
specified
expiration
date
for
the
Company’s
repurchase
program. Share
repurchases
are
recorded in
Retained
earnings, net
of par
value.
From year
end
through
March
31,
2025,
the
Company
repurchased
264,282
shares
for
$
828,181
.
The
Board
of
Directors
authorized
an
increase
of
1,000,000
shares
in
the
Company’s
share
repurchase
program
on
December 23, 2024.
Earnings
Per
Share:
ASC
260
–
Earnings
Per
Share
requires
dual
presentation
of
basic
EPS
and
diluted
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 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
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
earnings
(loss)
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.
The following table reflects
the basic and
diluted EPS calculations for
the fiscal years ended
February
1, 2025, February 3, 2024 and January 28, 2023:
`
Fiscal Year Ended
February 1, 2025
February 3, 2024
January 28, 2023
Numerator
(Dollars in thousands)
Net earnings (loss)
$
( 18,057 )
$
( 23,941 )
$
29
(Earnings) loss allocated to non-vested equity awards
( 548 )
1,347
12
Net earnings (loss) available to common stockholders
$
( 18,605 )
$
( 22,594 )
$
41
Denominator
Basic weighted average common shares outstanding
19,249,081
19,389,907
19,930,960
Diluted weighted average common shares outstanding
19,249,081
19,389,907
19,930,960
Net income (loss) per common share
Basic earnings (loss) per share
$
( 0.97 )
$
( 1.17 )
$
-
Diluted earnings (loss) per share
$
( 0.97 )
$
( 1.17 )
$
-
Vendor
Allowances:
The
Company
receives
certain
allowances
from
vendors
primarily
related
to
purchase discounts and markdown and
damage allowances. All allowances are
reflected in Cost of
goods
sold
as
earned
when
the
related
products
are
sold.
Cash
consideration
received
from
a
vendor
is
presumed
to
be
a
reduction
of
the
purchase
cost
of
merchandise
and
is
reflected
as
a
reduction
of
inventory.
The Company does not receive cooperative advertising allowances.
Income
Taxes:
The
Company
files
a
consolidated
federal
income
tax
return.
Income
taxes
are
provided
based
on
the
asset
and
liability
method
of
accounting,
whereby
deferred
income
taxes
are
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
49
provided
for
temporary
differences
between
the
financial
reporting
basis
and
the
tax
basis
of
the
Company’s assets and liabilities.
Unrecognized tax
benefits for
uncertain tax
positions are
established in
accordance
with
ASC 740
–
Income Taxes
when, despite
the fact
that the
tax return
positions are
supportable, the
Company believes
these positions may be
challenged and the
results are uncertain.
The Company adjusts
these liabilities in
light
of
changing
facts
and
circumstances.
Potential
accrued
interest
and
penalties
related
to
unrecognized
tax
benefits
within
operations
are
recognized
as
a
component
of
Income
before
income
taxes.
The Company assesses the
likelihood that deferred tax
assets will be
able to be
realized, and based
on
that assessment, the Company will determine if a valuation allowance should
be recorded.
In addition,
the Tax
Cuts and
Jobs
Act implemented
a
new minimum
tax
on
global intangible
low-
taxed income
(“GILTI”).
The Company has
elected to
account for
GILTI
tax in
the period
in which
it is
incurred, which is included as a component of its current year provision
for income taxes.
Deferred
Tax
Valuation
Allowance:
The
Company assesses
the
likelihood
that
deferred
tax
assets
will
be
realized
in
light
of
the
Company’s
current
financial
performance
and
projected
future
financial
performance. Based on this
assessment, the Company then
determines if a valuation
allowance should be
recorded.
If the
Company concludes that
it is
more likely than
not that
the Company will
not be
able to
realize its tax deferred assets, a valuation allowance is recorded for
the proportion of the deferred tax asset
it determines may not be realized.
Store
Opening
Costs:
Costs
relating
to
the
opening
of
new
stores
or
the
relocating
or
expanding
of
existing
stores
are
expensed
as
incurred.
A
portion
of
construction,
design,
and
site
selection costs are capitalized to new, relocated and remodeled stores.
Insurance:
The Company is self-insured with respect to employee health care, workers’ compensation
and
general
liability.
The
Company’s
self-insurance
liabilities
are
based
on
the
total
estimated
cost
of
claims filed and estimates of
claims incurred but not reported, less
amounts paid against such claims,
and
are
not discounted.
Management reviews
current and
historical claims
data in
developing its
estimates.
The Company has stop-loss
insurance coverage for individual claims in
excess of $
375,000
for employee
healthcare, $
350,000
for workers’ compensation and $
250,000
for general liability.
Fair Value
of Financial Instruments:
The Company’s
carrying values of
financial instruments, such
as
cash
and
cash
equivalents,
short-term
investments,
and
restricted
cash,
approximate their
fair
values
due to their short terms to maturity and/or their variable interest rates.
Stock Based
Compensation:
The Company records
compensation expense associated
with restricted
stock
and
other
forms
of
equity
compensation
in
accordance
with
ASC
718
-
Compensation
–
Stock
Compensation.
Compensation
cost
associated
with
stock
awards
recognized
in
all
years
presented
includes: 1) amortization related to
the remaining unvested portion of
all stock awards based
on the grant
date fair value and 2) adjustments for the effects of actual forfeitures versus initial
estimated forfeitures.
Subsequent
Events:
On
March
13,
2025,
the
Company,
as
borrower,
and
certain
other
domestic
subsidiaries,
as
borrowers
and
guarantors,
entered
into
a
Credit
Agreement
(the
“ABL
Credit
Agreement”) and
related
loan
documents, by
and
among the
Company,
certain
other
of
the
Company’s
domestic
subsidiaries,
and
Wells
Fargo
Bank,
National
Association,
as
the
lender
(the
“Lender”),
to
establish an asset-based revolving credit facility (the “ABL Facility”) in an amount up to $
35
million. The
proceeds from the ABL
Facility may be used to
provide funding for ongoing working capital
and general
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
50
corporate purposes. The ABL Credit Agreement replaces
the credit agreement, dated as of
May 19, 2022,
as
amended from
time to
time, between
the Company,
as
borrower,
certain domestic
subsidiaries of
the
Company,
as
guarantors,
and
the
Lender,
as
lender
and
agent
(the
“Prior
Credit
Agreement”).
No
principal or accrued interest was outstanding under
the credit facility under the Prior
Credit Agreement at
the time of its termination on March 13, 2025.
The ABL Facility may be
used for revolving credit
loans and letters of
credit from time to
time up to
a maximum principal amount of $
35
million, less an amount equal to the greater of (a)
10.0
% of the lesser
of the borrowing base described below and $
35
million and (b) $
5
million, subject to the other limitations
described below. The ABL Facility includes a $
15
million uncommitted accordion feature that permits the
borrowers,
under
certain
conditions,
to
solicit
the
Lender
to
provide
additional
revolving
loan
commitments
to
increase
the
aggregate
amount
of
the
revolving
loan
commitments
up
to
a
maximum
principal amount
of
$
50
million.
The
ABL Facility
contains
a
sub-facility that
allows
the
Company to
issue
letters
of
credit
in
an
aggregate
amount
not
to
exceed
$
5
million.
Availability
under
the
ABL
Facility at closing of the ABL Credit Agreement was $
30
million.
The
amount
available
under
the
ABL
Facility
is
limited
by
a
borrowing
base
consisting
of
certain
eligible credit card receivables and inventory, reduced by specified reserves, as follows:
●
90
% of eligible credit card receivable, plus
●
90
% of net recovery percentage of eligible inventory multiplied by most recent appraised value of
such
inventory,
calculated at
the
lower
of
(a)
cost
computed on
a
first-in first-out
basis and
(b)
market value (net of intercompany profits and certain other adjustments), minus
●
applicable reserves (as defined in the ABL Credit Agreement).
The
ABL Facility
permits borrowings
based
upon (a)
base
rate (calculated
as
the
greatest of
(i) the
federal funds rate plus
1/2%
, (ii) the SOFR rate
described below for an interest period of
one month, plus
1
%, (iii) the
rate of interest
announced, from time to
time, as the
Lender’s “prime rate”
and (iv)
0
%) and
(b)
SOFR rate
of
one, three
or
six-month interest
periods (with
SOFR defined
as
the
secured overnight
financing
rate
administered
by
the
Federal
Reserve
Bank
of
New
York
(or
its
successor)).
Base
rate
borrowings
bear
interest
at
an
annual
rate
equal
to
50
basis
points
above
base
rate.
SOFR
borrowings
bear interest at an annual
rate equal to SOFR for
the interest period selected plus
10
basis points plus
150
basis points.
The ABL
Facility charges
a fee
on unutilized
commitments at
an annual
rate of
37.5
basis
points if
at least
half of
the ABL
commitments are
unutilized and
at an
annual rate
of
25
basis points
if
less than
half of
the ABL
commitments are
unutilized.
In addition,
the ABL
Facility charges
a monthly
collateral monitoring fee and customary fees for letters of credit.
The ABL Facility
matures on March
13, 2028.
The ABL Facility
may be prepaid
from time to
time,
in
whole
or
in
part,
without
a
prepayment
penalty
or
premium.
In
addition,
customary
mandatory
prepayments
of
the
loans
under
the
ABL
Facility
are
required
upon
the
occurrence
of
certain
events
including, without limitation, outstanding borrowing exposures
exceeding the borrowing base and
certain
dispositions of assets outside of the ordinary course of business.
Accrued interest is payable (a) at the end
of each interest period for borrowings based upon the SOFR
rate (but not to exceed three months) and
(b)
monthly for borrowings based upon the base rate.
The
Company’s
obligations under
the
ABL Facility
(and
certain related
obligations) are
guaranteed
by the
other borrowers
and the
guarantors.
Each of
the Company’s
future domestic
subsidiaries is
also
required
to
guarantee
the
ABL
Facility
on
a
senior
secured
basis
(such
future
guarantors
and
the
borrowers
and
guarantors
referred
to
in
the
first
sentence
of
this
paragraph,
the
“Loan
Parties”).
In
addition, the
borrowers’ obligations are
secured on
a first-priority
basis by
all assets
of the
Loan Parties,
subject to certain exceptions.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
51
Cash Dominion.
Under the
terms of
the
ABL Facility,
if (i)
an event
of
default exists
or (ii)
excess
borrowing availability
under
the
ABL Facility
(the
“Excess
Availability”)
falls
below
the
greater of
(a)
15.0
%
of
the
lesser
of
the
borrowing
base
and
$
35
million
and
(b)
$
10
million,
the
Loan
Parties
will
become subject
to
cash dominion,
which will
require prepayment
of
loans
under the
ABL Facility
with
the cash deposited in
certain deposit accounts of
the Loan Parties, including
a concentration account, and
will
restrict
the
Loan
Parties’
ability
to
transfer
cash
from
their
concentration
account.
Such
cash
dominion period
will end,
in the
case of
an event
of default,
when the
event of
default no
longer exists,
and in the case of when Excess Availability falls below the threshold described in the first sentence of this
paragraph, when Excess Availability exceeds such threshold for a period of
30
consecutive days.
Affirmative
and
Restrictive
Covenants.
The
ABL
Credit
Agreement
governing
the
ABL
Facility
contains
customary representations
and
warranties, affirmative
and
negative covenants
(subject, in
each
case,
to
exceptions
and
qualifications),
and
events
of
defaults,
including
covenants
that
limit
the
Company’s ability to, among other things:
●
incur additional indebtedness;
●
create liens on its assets;
●
make investments, including loans and advances to foreign subsidiaries;
●
pay dividends and make other restricted payments;
●
sell certain assets outside of the ordinary course of business;
●
consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets;
●
make acquisitions; and
●
enter into transactions with affiliates.
Restrictions
relating
to
permitted
acquisitions,
permitted
investments,
prepayment
of
other
indebtedness,
and
restricted
payments
are
substantially
less,
or
not
applicable
in
the
case
of
restricted
payments, if the Company can satisfy the following payment conditions: (i) there is
no default or event of
default under
the ABL
Facility,
(ii) there
are
no
revolving credit loans
outstanding, (iii) the
Loan Parties
have unrestricted
cash of
greater than
$
20
million, (iv)
the Lender
receives at
least three
business days’
prior
written
notice
of
such
event,
including
information
about
the
estimated
date
and
amount
of
the
payment
and
a
reasonable
description
of
such
event,
and
(v)
Lender
receives
a
certificate
certifying
compliance with the foregoing clauses and demonstrating the calculations required
thereby.
Recently Adopted Accounting
Pronouncements:
In November 2023,
the FASB
issued ASU
2023-
07, “Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures,”
which requires
enhanced
disclosures
about
significant
segment
expenses.
This
guidance
was
adopted
by
the
Company
during the
fourth quarter
of 2024
and requires
retrospective application
to
all prior
periods presented
in
the
financial statements.
Refer to
Note 13
of
the
Company's financial
statements in
this
Form 10-K
for
additional information related to segment expenses.
Recently Issued Accounting Pronouncements:
In December 2023, the
FASB
issued ASU 2023-09,
“Income Taxes (Topic
740): Improvements to Income Tax Disclosures,” which modifies the requirements
on income tax disclosures to require disaggregated information about
a reporting entity’s effective tax rate
reconciliation
as
well
as
information
on
income
taxes
paid.
This
guidance
is
effective
for
fiscal
years
beginning after
December 15, 2024
for all
public business
entities, with early
adoption and retrospective
application
permitted.
The
Company
is
currently
in
the
process
of
evaluating
the
potential
impact
of
adoption of this new guidance on its consolidated financial statements and
related disclosures.
In November
2024, the
FASB
issued
ASU 2024-03,
“Income Statement—Reporting
Comprehensive
Income—Expense
Disaggregation
Disclosures
(Subtopic
220-40):
Disaggregation
of
Income
Statement
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
52
Expenses,”
which
requires
public
entities
to
disclose,
on
an
annual
and
interim
basis,
disaggregated
information
in
the
footnotes
about
specified
information
related
to
certain
costs
and
expenses.
This
guidance is effective for annual periods beginning after December 15, 2026 and for interim periods within
fiscal years beginning after December 15, 2027, with early adoption permitted.
The Company is currently
in
the
process
of
evaluating
the
potential
impact
of
adoption
of
this
new
guidance
on
its
consolidated
financial statements and related disclosures.
2.
Interest and Other Income:
The components of Interest and other income are shown below (in thousands):
Fiscal Year Ended
February 1, 2025
February 3, 2024
January 28, 2023
Dividend income
$
( 75 )
$
( 78 )
$
( 47 )
Interest income
( 5,019 )
( 3,919 )
( 1,876 )
State recovery grant
-
-
( 1,431 )
Insurance proceeds
-
-
( 1,683 )
Miscellaneous income
( 1,389 )
( 1,079 )
( 896 )
Net loss (gain) on investment sales
( 5,344 )
( 25 )
31
Interest and other income
$
( 11,827 )
$
( 5,101 )
$
( 5,902 )
In
fiscal
2022,
the
Company
received
$
1.4
million
from
the
state
of
North
Carolina’s
Business
Recovery
Program,
which
provided
aid
to
eligible
North
Carolina
businesses
that
suffered
significant
economic
damage from
the
COVID-19 pandemic.
Additionally,
in
fiscal
2022,
the
Company received
$
1.7
million in property insurance claims, including business interruption, from Hurricanes
Ida and Laura
in 2021 and 2020.
3.
Short-Term Investments:
At
February
1,
2025,
the
Company’s
investment
portfolio
was
primarily
invested
in
corporate
and
governmental debt
securities held
in managed
accounts.
These securities
are classified
as available-for-
sale as they are highly liquid and are recorded on the Consolidated Balance Sheets at estimated fair value,
with
unrealized
gains
and
temporary
losses
reported
net
of
taxes
in
Accumulated
other
comprehensive
income.
The
table
below
reflects
gross
accumulated
unrealized
gains
(losses)
in
short-term
investments
at
February 1, 2025 and February 3, 2024 (in thousands):
`
February 1, 2025
February 3, 2024
Debt securities
Debt securities
issued by the U.S
issued by the U.S
Government, its various
Government, its various
States, municipalities
Corporate
States, municipalities
Corporate
and agencies
debt
and agencies
debt
of each
securities
Total
of each
securities
Total
Cost basis
$
5,878
$
51,392
$
57,270
$
30,989
$
48,320
$
79,309
Unrealized gains
-
163
163
-
38
38
Unrealized (loss)
( 10 )
-
( 10 )
( 335 )
-
( 335 )
Estimated fair value
$
5,868
$
51,555
$
57,423
$
30,654
$
48,358
$
79,012
Accumulated
other
comprehensive
income
on
the
Consolidated
Balance
Sheets
reflects
the
accumulated
unrealized
gains
and
losses
in
short-term investments
in
addition
to
unrealized
gains
and
losses
from
equity
investments
and
restricted
cash
investments.
The
table
below
reflects
gross
accumulated unrealized
gains and
losses in
these investments
at February
1, 2025
and February
3, 2024
(in thousands):
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
53
`
February 1, 2025
February 3, 2024
Deferred
Unrealized
Deferred
Unrealized
Unrealized
Tax Benefit/
Net Gain/
Unrealized
Tax Benefit/
Net Gain/
Security Type
Gain/(Loss)
(Expense)
(Loss)
Gain/(Loss)
(Expense)
(Loss)
Short-Term Investments
$
153
$
-
$
153
$
( 297 )
$
68
$
( 229 )
Equity Investments
-
-
-
811
( 187 )
624
Total
$
153
$
-
$
153
$
514
$
( 119 )
$
395
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
54
4.
Fair Value Measurements:
The following tables set forth information regarding the Company’s financial
assets that are measured
at fair value as of February 1, 2025 and February 3, 2024 (in thousands):
`
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
February 1, 2025
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
State/Municipal Bonds
$
1,244
$
-
$
1,244
$
-
Corporate Bonds
51,326
-
51,326
-
U.S. Treasury/Agencies Notes and Bonds
4,624
-
4,624
-
Cash Surrender Value of Life Insurance
9,301
-
-
9,301
Asset-backed Securities (ABS)
229
-
229
-
Total Assets
$
66,724
$
-
$
57,423
$
9,301
Liabilities:
Deferred Compensation
$
( 8,548 )
$
-
$
-
$
( 8,548 )
Total Liabilities
$
( 8,548 )
$
-
$
-
$
( 8,548 )
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
February 3, 2024
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
State/Municipal Bonds
$
12,540
$
-
$
12,540
$
-
Corporate Bonds
45,400
-
45,400
-
U.S. Treasury/Agencies Notes and Bonds
18,114
-
18,114
-
Cash Surrender Value of Life Insurance
8,586
-
-
8,586
Asset-backed Securities (ABS)
2,958
-
2,958
-
Corporate Equities
1,084
1,084
-
-
Total Assets
$
88,682
$
1,084
$
79,012
$
8,586
Liabilities:
Deferred Compensation
$
( 8,654 )
$
-
$
-
$
( 8,654 )
Total Liabilities
$
( 8,654 )
$
-
$
-
$
( 8,654 )
The
Company’s
investment
portfolio
was
primarily
invested
in
corporate
bonds
and
taxable
governmental debt securities held in managed accounts
with underlying ratings of A or
better at February
1, 2025. The state,
municipal and corporate bonds and
asset-backed securities have contractual maturities
which range from
nine days
to
2.8 years
. The U.S. Treasury notes have contractual maturities which range
from
13 days
to
2.5 years
. These
securities are classified
as available-for-sale
and are
recorded as
Short-
term
investments
and Other
assets
on the
accompanying Consolidated
Balance Sheets.
These
assets
are
carried
at
fair
value
with
unrealized
gains
and
losses
reported
net
of
taxes
in
Accumulated
other
comprehensive income.
Additionally,
at
February
1,
2025
and
February
3,
2024,
the
Company
had
$
0.0
million
and
$
1.1
million of
corporate equities,
respectively,
which are
recorded within
Other assets
in the
accompanying
Consolidated Balance Sheets.
Level
1
category
securities
are
measured
at
fair
value
using
quoted
active
market
prices.
Level
2
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
55
investment
securities
include
corporate,
state
and
municipal
bonds
for
which
quoted
prices
may
not
be
available on active exchanges for identical
instruments.
Their fair value is principally based on market
values
determined by management with the assistance
of a third-party pricing service.
Since quoted prices in active
markets
for
identical
assets
are
not
available,
these
prices
are
determined
by
the
pricing
service
using
observable market information such as quotes from less active markets and/or quoted prices of securities with
similar characteristics, among other factors.
Deferred
compensation
plan
assets
consist
primarily
of
life
insurance
policies.
These
life
insurance
policies are valued based on the cash surrender value of the insurance contract, which is determined based
on
such
factors
as
the
fair
value
of
the
underlying
assets
and
discounted
cash
flow
and
are
therefore
classified
within
Level
3
of
the
valuation
hierarchy.
The
Level
3
liability
associated
with
the
life
insurance
policies
represents
a
deferred
compensation
obligation,
the
value
of
which
is
tracked
via
underlying
insurance
funds’
net
asset
values,
as
recorded
in
Other
noncurrent
liabilities
in
the
Consolidated Balance Sheets. These
funds are designed
to mirror the
return of existing
mutual funds and
money market funds that are observable and actively traded.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
56
The following tables summarize
the change in fair
value of the Company’s
financial assets and liabilities
measured using Level 3 inputs for the
years ended February 1, 2025 and
February 3, 2024
(in thousands):
`
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash
Surrender Value
Beginning Balance at February 3, 2024
$
8,586
Total gains or (losses)
Included in interest and other income (or
changes in net assets)
715
Ending Balance at February 1, 2025
$
9,301
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred
Compensation
Beginning Balance at February 3, 2024
$
( 8,654 )
Redemptions
1,175
Additions
( 220 )
Total (gains) or losses
Included in interest and other income (or
changes in net assets)
( 849 )
Ending Balance at February 1, 2025
$
( 8,548 )
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash
Surrender Value
Beginning Balance at January 28, 2023
$
9,274
Withdrawals
( 1,168 )
Total gains or (losses)
Included in interest and other income (or
changes in net assets)
480
Ending Balance at February 3, 2024
$
8,586
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred
Compensation
Beginning Balance at January 28, 2023
$
( 8,903 )
Redemptions
1,119
Additions
( 292 )
Total (gains) or losses
Included in interest and other income (or
changes in net assets)
( 578 )
Ending Balance at February 3, 2024
$
( 8,654 )
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
57
5.
Accounts Receivable:
Accounts receivable consist of the following (in thousands):
February 1, 2025
February 3, 2024
Customer accounts — principally deferred payment accounts
$
11,428
$
11,614
Income tax receivable
5,425
6,285
Miscellaneous receivables
3,365
7,171
Bank card receivables
4,903
5,386
Total
25,121
30,456
Less allowance for customer credit losses
581
705
Accounts receivable — net
$
24,540
$
29,751
Finance charge
and late
charge
revenue on
customer deferred
payment accounts
totaled $
2,696,000
,
$
2,640,000
and $
2,243,000
for the fiscal
years ended February 1, 2025, February 3, 2024
and January 28,
2023,
respectively,
and
charges
against
the
allowance
for
customer
credit
losses
were
approximately
$
654,000
,
$
554,000
and
$
280,000
for
the
fiscal
years
ended
February
1,
2025,
February
3,
2024
and
January
28,
2023,
respectively.
Expenses
relating
to
the
allowance
for
customer
credit
losses
are
classified
as
a
component
of
Selling,
general
and
administrative
expense
in
the
accompanying
Consolidated Statements of Income (Loss) and Comprehensive Income
(Loss).
During fiscal 2024, the Company received $
8.6
million from the insurance claim settlement and sale of
its corporate
jet, which
had sustained
damage in
fiscal 2023.
The Company
recorded a
net gain
of $
3.2
million which
is included
in Interest
and other
income in
the accompanying
Consolidated Statements
of
Income (Loss) and Comprehensive Income (Loss) for the year ended February
1, 2025.
6.
Property and Equipment:
Property and equipment consist of the following (in thousands):
February 1, 2025
February 3, 2024
Land and improvements
$
13,593
$
13,755
Buildings
35,950
35,756
Leasehold improvements
72,608
74,782
Fixtures and equipment
161,950
155,357
Information technology equipment and software
33,751
39,904
Construction in progress
928
18,034
Total
318,780
337,588
Less accumulated depreciation
258,454
273,566
Property and equipment — net
$
60,326
$
64,022
Construction in progress primarily represents costs related to new
store development,
distribution center improvements and investments in new technology.
7.
Accrued Expenses:
Accrued expenses consist of the following (in thousands):
February 1, 2025
February 3, 2024
Accrued employment and related items
$
8,189
$
4,736
Property and other taxes
13,261
13,544
Accrued self-insurance
8,593
9,500
Fixed assets
329
942
Other
11,345
8,682
Total
$
41,717
$
37,404
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
58
8.
Financing Arrangements:
At February 1,
2025, the Company had
an unsecured revolving credit
agreement, which provided
for
borrowings of
up to
$
35.0
million less
the balance
of any
revocable letters
of credit
related to
purchase
commitments, and
was committed
through
May 2027
. The
credit agreement
contained various
financial
covenants and limitations, including the maintenance of specific
financial ratios with which the Company
was not in compliance as of
February 1, 2025. There were
no
borrowings outstanding, or any outstanding
letters of
credit, under
this credit
facility as
of the
fiscal year
ended February
1, 2025
or
the fiscal
year
ended
February 3,
2024.
On
March
13,
2025,
the
Company terminated
the
unsecured revolving
line
of
credit when it entered into
a new $
35.0
million asset-backed revolving line of credit
(the “ABL Facility”)
secured primarily by
inventory and third-party
credit card receivables.
As of March
31, 2025 there
were
no
borrowings
under
the
ABL
Facility
and
availability
under
the
ABL
Facility
was
$
30.0
million.
For
additional information regarding the ABL Facility, see Note 1 to the Consolidated Financial Statements.
The
Company
had
no
outstanding
revocable
letters
of
credit
relating
to
purchase
commitments
at
February 1, 2025 or at February 3, 2024.
On April 25,
2024, the Company amended
the now terminated
unsecured revolving credit agreement
to modify a definition used in calculating the Company’s
minimum EBITDAR coverage ratio to add back
certain
income
tax
receivables
included
in
the
calculation
of
the
ratio.
On
November
1,
2024,
the
Company
amended
the
now
terminated
unsecured
revolving
credit
agreement
to
lower
the
minimum
EBITDAR
coverage
ratio
and
the
corresponding minimum
cash
and
investments
used
to
determine the
EBITDAR coverage ratio in exchange for a secured position in any
future borrowings.
9.
Stockholders’ Equity:
The
holders
of
Class A
Common
Stock
are
entitled
to
one vote per share
,
whereas
the
holders
of
Class B Common Stock are entitled
to
ten votes per share
. Each share of
Class B Common Stock may be
converted at any time into one share of Class A Common Stock. Subject to the rights of
the holders of any
shares of
Preferred Stock
that may
be outstanding
at the
time, in
the event
of liquidation,
dissolution or
winding
up
of
the
Company,
holders
of
Class A
Common
Stock
are
entitled
to
receive
a
preferential
distribution of $
1.00
per share of the
net assets of the Company.
Cash dividends on the
Class B Common
Stock cannot be
paid unless cash
dividends of at
least an equal
amount are paid
on the Class A
Common
Stock.
The
Company’s
certificate of
incorporation
provides that
shares
of
Class B Common
Stock
may be
transferred
only
to
certain
“Permitted
Transferees”
consisting
generally
of
the
lineal
descendants
of
holders
of
Class B
Common
Stock,
trusts
for
their
benefit,
corporations
and
partnerships
controlled
by
them and the
Company’s employee benefit
plans. Any transfer
of Class B Common Stock
in violation of
these
restrictions,
including
a
transfer
to
the
Company,
results
in
the
automatic
conversion
of
the
transferred
shares
of
Class B
Common
Stock
held
by
the
transferee
into
an
equal
number
of
shares
of
Class A Common Stock.
10.
Employee Benefit Plans:
The
Company
has
a
defined
contribution
retirement
savings
plan
(“401(k)
plan”)
which
covers
all
associates
who
meet
minimum
age
and
service
requirements.
The 401(k) plan allows participants to
contribute up to 75 % of their annual compensation up to the maximum elective deferral, designated by
the Internal Revenue Service.
The Company
is obligated
to make
a minimum
contribution to
cover plan
administrative expenses.
Further Company
contributions
are
at the
discretion of
the
Board of
Directors.
The Company
made no
contribution for
the year
ended February
1, 2025.
The Company’s
contributions
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
59
for
the
years
ended
February
3,
2024
and
January
28,
2023
were
approximately
$
1,099,000
and
$
1,184,000
, respectively.
The Company has a trusteed, non-contributory Employee Stock Ownership Plan (“ESOP”), which
covers substantially all associates who meet minimum age and service requirements.
The amount
of the
Company’s discretionary
contribution to the ESOP
is determined by the
Compensation Committee of the
Board of Directors and
can be made in
Company Class A Common
stock or cash.
Due to a
net operating
loss
in
fiscal
2024
and
fiscal
2023,
the
Committee did
not
approve
a
contribution
to
the
ESOP
for
the
years
ended
February 1,
2025
and
February 3,
2024.
The
Company’s
contribution was
$
32,510
for
the
year ended January 28, 2023.
The Company is primarily self-insured for healthcare.
These costs are significant primarily due to the
large
number of
the Company’s
retail locations
and associates.
The Company’s
self-insurance liabilities
are
based
on the
total
estimated costs
of
claims filed
and estimates
of
claims incurred
but not
reported,
less
amounts
paid
against
such
claims.
Management
reviews
current
and
historical
claims
data
in
developing its
estimates. If
the underlying
facts and
circumstances of
the claims
change or
the historical
trend is not indicative of future trends, then the Company may be required to
record additional expense or
a
reduction
to
expense
which
could
be
material
to
the
Company’s
reported
results
of
operations
in
the
period recorded. The Company funds healthcare contributions
to a third-party provider.
11.
Leases:
The Company determines whether an
arrangement is a lease
at inception. The Company has
operating
leases for
stores,
offices,
warehouse space
and equipment.
Its
leases
have remaining
lease terms
of
one
year
to
10 years
, some of which include options to
extend the lease term for
up to five years
, and some of
which
include
options
to
terminate
the
lease
within one year
.
The
Company
considers
these
options
in
determining
the
lease term
used
to
establish its
right-of-use assets
and lease
liabilities. The
Company’s
lease agreements do not contain any material residual value guarantees or material
restrictive covenants.
As
most
of
the
Company’s
leases
do
not
provide
an
implicit
rate,
the
Company
uses
its
estimated
incremental
borrowing
rate
based
on
the
information
available
at
commencement
date
of
the
lease
in
determining the present value of lease payments.
The components of lease cost are shown below (in thousands):
`
Fiscal Year Ended
February 1, 2025
February 3, 2024
January 28, 2023
Operating lease cost (a)
$
67,174
$
70,363
$
71,513
Variable
lease cost (b)
$
2,275
$
2,646
$
3,127
(a) Includes right-of-use asset amortization of ($
0.8
) million, ($
1.3
) million, and ($
1.7
) million for the twelve months ended
February 1, 2025, February 3, 2024, and January 28, 2023 respectively.
(b) Primarily relates to monthly percentage rent for stores not presented on the balance sheet.
Supplemental cash flow
information and
non-cash activity related
to the
Company’s operating
leases
are as follows (in thousands):
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
60
Operating cash flow information:
Fiscal Year Ended
February 1, 2025
February 3, 2024
January 28, 2023
Cash paid for amounts included in the measurement of
lease liabilities
$
60,717
$
65,872
$
67,194
Non-cash activity:
Right-of-use assets obtained in exchange for lease
obligations, net of rent violations
$
53,419
$
44,284
$
57,628
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
61
Weighted-average
remaining lease
term and
discount rate
for the
Company’s
operating leases
are as
follows:
`
As of
February 1, 2025
February 3, 2024
Weighted-average remaining lease term
2.3
years
2.3
years
Weighted-average discount rate
4.83 %
4.58 %
Maturities
of
lease
liabilities
by
fiscal
year
for
the
Company’s
operating
leases
are
as
follows
(in
thousands):
Fiscal Year
2025
$
64,565
2026
43,208
2027
28,057
2028
16,596
2029
7,931
Thereafter
1,280
Total lease payments
161,637
Less: Imputed interest
15,741
Present value of lease liabilities
$
145,896
12.
Income Taxes:
Unrecognized
tax
benefits
for
uncertain
tax
positions,
primarily
recorded
in
Other
noncurrent
liabilities, are established in accordance
with ASC 740 when, despite
the fact that the
tax return positions
are
supportable, the
Company believes
these
positions may
be
challenged
and the
results
are
uncertain.
The
Company adjusts
these
liabilities
in
light
of
changing
facts
and
circumstances.
As
of
February
1,
2025, the
Company had
gross unrecognized
tax benefits
totaling approximately
$
3.2
million.
Including
the gross unrecognized tax benefits,
and interest and penalties, $
4.3
million would affect the
effective tax
rate
if
recognized.
The
Company
had
approximately
$
1.7
million,
$
1.8
million
and
$
2.0
million
of
interest and
penalties accrued related
to uncertain tax
positions as of
February 1, 2025,
February 3, 2024
and
January
28,
2023,
respectively.
The
Company
recognizes
interest
and
penalties
related
to
the
resolution of
uncertain tax
positions as
a component
of
income tax
expense.
The Company
recognized
$
295,000
,
$
393,000
and
$
517,000
of
interest
and
penalties
in
the
Consolidated
Statements
of
Income
(Loss)
and
Comprehensive Income
(Loss)
for
the
years
ended
February 1,
2025,
February
3,
2024
and
January
28,
2023,
respectively.
The
Company
is
no
longer
subject
to
U.S.
federal
income
tax
examinations
for
years
before
2021.
In
state
and
local
tax
jurisdictions,
the
Company
has
limited
exposure before
2014.
During the
next 12
months, various
state and
local taxing
authorities’ statutes
of
limitations
will
expire
and
certain
state
examinations
may
close,
which
could
result
in
a
potential
reduction of unrecognized tax benefits for which a range cannot be determined.
A reconciliation
of the
beginning and
ending amount
of gross
unrecognized tax benefits
is as
follows
(in thousands):
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
62
`
February 1, 2025
February 3, 2024
January 28, 2023
Fiscal Year
Ended
Balances, beginning
$
3,897
$
4,886
$
5,286
Additions for tax positions of the current year
65
76
431
Additions for tax positions of prior years
-
-
137
Reduction for tax positions of prior years for:
Lapses of applicable statutes of limitations
( 728 )
( 1,065 )
( 968 )
Balances, ending
$
3,234
$
3,897
$
4,886
The provision for income taxes consists of
the following (in thousands):
`
February 1, 2025
February 3, 2024
January 28, 2023
Fiscal Year
Ended
Current income taxes:
Federal
$
( 128 )
$
( 148 )
$
( 817 )
State
395
( 334 )
( 231 )
Foreign
1,677
1,898
2,403
Total
1,944
1,416
1,355
Deferred income taxes:
Federal
-
6,613
200
State
-
2,093
186
Foreign
-
18
-
Total
-
8,724
386
Total income tax expense
$
1,944
$
10,140
$
1,741
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
63
Significant
components of
the
Company’s deferred
tax assets
and liabilities
as of
February 1,
2025
and
February 3, 2024 are as follows
(in thousands):
February 1, 2025
February 3, 2024
Deferred tax assets:
Allowance for customer credit losses
$
124
$
150
Inventory valuation
1,584
1,076
Non-deductible accrued liabilities
1,587
1,367
Other taxes
834
862
Federal benefit of uncertain tax positions
655
712
Equity compensation expense
2,750
2,975
Federal tax credits
928
379
Net operating losses
11,147
7,854
Charitable contribution carryover
264
265
Lease liabilities
33,077
34,810
Property and equipment
4,735
3,885
Amortization
1,774
1,401
Other
1,776
2,150
Total deferred
tax assets before valuation allowance
61,235
57,886
Valuation
allowance
( 23,151 )
( 17,998 )
Total deferred
tax assets after valuation allowance
38,084
39,888
Deferred tax liabilities:
Right-of-Use assets
38,000
39,721
Accrued self-insurance reserves
84
167
Total deferred
tax liabilities
38,084
39,888
Net deferred tax assets
$
-
$
-
The changes in the valuation allowance are presented below:
February 1, 2025
February 3, 2024
January 28, 2023
Valuation
Allowance Beginning Balance
$
( 17,998 )
$
( 5,058 )
$
( 4,473 )
Net Valuation
Allowance (Additions) / Reductions
( 5,153 )
( 12,940 )
( 585 )
Valuation
Allowance Ending Balance
$
( 23,151 )
$
( 17,998 )
$
( 5,058 )
As of February
1, 2025, the
Company had $
8.0
million of net
deferred tax assets
attributable to state
net
operating
loss
carryforwards
and
$
0.2
million
of
other
deferred
tax
assets
affecting
state
income
tax.
The
Company assessed the likelihood that deferred tax
assets related to state net operating
loss carryforwards and
other deferred tax
assets affecting state
income tax will
be realized. Based
on this assessment,
the Company
concluded that it is more likely than not the Company will not be able to
realize $
8.0
million and $
0.2
million
of the
net operating losses
and other
deferred assets, respectively,
and accordingly, has
recorded a
valuation
allowance for the same amount.
As
of
February
1,
2025,
the
Company
had
$
14.9
million
of
net
deferred tax
assets
attributable to
U.S.
federal net
operating
loss
carryforwards,
other
credit carryforwards
and
all
other deferred
tax assets
net of
deferred tax liabilities.
The Company assessed the likelihood that deferred tax
assets related to net operating
loss
carryforwards,
credit
carryforwards
and
all
other
remaining
deferred
tax
assets
net
of
deferred
tax
liabilities will be
realized.
Based on this
assessment, the Company
concluded that it
is more likely
than not
the
Company
will
not
be
able
to
realize
$
3.2
million
of
net
operating
loss
carryforwards,
$
0.9
million
of
credit carryforwards and $
10.8
million of remaining deferred tax assets
net of deferred tax liabilities.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
64
The net change
in the valuation
allowance of $
5.2
million for the
year ended February
1, 2025
is due to
recording a valuation allowance of
$
3.9
million against net deferred tax assets
attributable to U.S. federal net
operating loss
carryforwards, other
credit carryforwards
and all
other deferred
tax assets
net of
deferred tax
liabilities, including $
1.3
million against state net operating losses. The net change in the valuation allowance
for
the
year
ended
February
3,
2024
is
U.S.
federal
net
operating
loss
carryforwards,
other
credit
carryforwards, all
other deferred
tax assets
net of
deferred tax
liabilities, state
net operating
losses and
state
tax credits.
As
of
February
1,
2025,
the
Company’s
position
is
that
its
overseas
subsidiaries
will
not
invest
undistributed
earnings
indefinitely.
Future
unremitted
earnings
when
distributed
are
expected
to
be
either
distributions
of
GILTI-previously
taxed income
or eligible
for
a
100
%
dividends received
deduction.
The
withholding
tax
rate
on
any
unremitted
earnings
is
zero
and
state
income
taxes
on
such
earnings
are
considered
immaterial.
Therefore,
the
Company
has
not
provided
deferred
U.S.
income
taxes
on
approximately $
21.3
million of cumulative earnings from non-U.S. subsidiaries.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
65
The reconciliation of the Company’s effective
income tax rate with the
statutory rate is as follows:
`
February 1, 2025
February 3, 2024
January 28, 2023
Fiscal Year
Ended
Federal income tax rate
21.0
%
21.0
%
21.0
%
State income taxes
4.4
4.5
( 36.4 )
Global intangible low-taxed income
( 24.6 )
( 33.4 )
333.0
Foreign tax credit
-
0.3
( 11.2 )
Foreign rate differential
5.5
7.8
( 74.4 )
Offshore claim
11.0
15.2
( 141.2 )
Limitation on officer compensation
( 2.7 )
( 3.1 )
27.2
Work opportunity credit
1.9
1.5
( 63.7 )
Addback on wage related credits
( 0.4 )
( 0.3 )
13.4
Tax credits - Other
0.6
0.5
( 14.4 )
Insurance
-
-
( 8.1 )
Charitable contribution of inventory
-
( 0.6 )
-
Uncertain tax positions
4.5
7.4
( 18.7 )
Deferred rate change
-
-
1.1
Valuation
allowance
( 31.0 )
( 96.0 )
70.9
Other
( 2.3 )
1.7
( 0.1 )
Effective income tax rate
( 12.1 )
%
( 73.5 )
%
98.4
%
The
largest
driver
for
the
difference
between
the
Company’s
effective
income
tax
rate
for
the
year
ended February 1, 2025 and the
U.S. federal income tax rate is
the valuation allowance (discussed above)
recorded
against
the
Company’s
net
deferred
tax
assets
attributable
to
U.S.
federal
net
operating
loss
carryforwards, other credit carryforwards and all other deferred tax assets net
of deferred tax liabilities.
13.
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, Verso
na
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 have similar
economic characteristics, products, production processes, customers
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 offers its own credit
card to its customers and
all credit authorizations, payment processing
and collection efforts are performed by
a wholly-owned subsidiary of the
Company. The Company
does not
allocate certain corporate expenses to the Credit segment.
The
Company’s
President
and
Chief
Executive
Officer
is
the
Company’s
chief
operating
decision
maker
(“CODM”).
The
structure
described
above
reflects
the
manner
in
which
the
CODM
regularly
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
66
assesses information for
decision-making purposes, including
the allocation
of resources.
The Company
also provides corporate services, including finance, information technology, and corporate administration,
to its segments which
are fully allocated to
the retail segment.
Interest and other income
from assets held
for
investment
and
sale
are
not
included
in
assessing
the
segments’
performance
and
therefore
not
allocated to either segment.
The
CODM
manages
and
evaluates
the
segments’
operating
performance
based
on
segment
sales,
expenses, and
profit or
loss from
operations before
income taxes
as presented
in the
Company’s
annual
budget and forecasting process,
as well as
monthly analyses of budget-to-actual
and prior year
variances.
Segment
expenses
and
other
items
primarily
include
cost
of
goods
sold,
selling,
general
and
administrative
expenses,
depreciation
and
interest
and
other
income.
Assessment
and
approval
of
all
capital
expenditures
are
determined
to
be
in
support
of
and
based
on
the
needs
of
the
retail
segment;
however,
the
CODM
does
not
evaluate
performance
or
allocate
resources
based
on
segment
asset
balances; therefore, total segment assets are not presented in the tables below.
The accounting
policies of
the segments are
the same
as those
described in the
Summary of
Significant
Accounting Policies in
Note 1. The Company
evaluates performance based on
profit or loss from
operations
before income taxes.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
67
The following schedule summarizes certain segment
information (in thousands):
`
Fiscal 2024
Retail
Credit
Total
Total Revenues
$
647,110
$
2,696
$
649,806
Cost of goods sold (a)
436,440
-
436,440
Selling, general, and administrative (b)
162,367
1,630
163,997
Corporate overhead
67,492
-
67,492
Depreciation
9,817
-
9,817
Interest and other income
( 410 )
( 1,162 )
( 1,572 )
Income (loss) before income taxes
$
( 28,596 )
$
2,228
$
( 26,368 )
Corporate interest and other income
( 10,255 )
Net income (loss) before income taxes
$
( 16,113 )
Capital expenditures
$
7,872
$
-
$
7,872
Fiscal 2023
Retail
Credit
Total
Total Revenues
$
705,419
$
2,640
$
708,059
Cost of goods sold (a)
464,313
-
464,313
Selling, general, and administrative (b)
176,205
1,632
177,837
Corporate overhead
74,940
-
74,940
Depreciation
9,871
-
9,871
Interest and other income
( 267 )
( 737 )
( 1,004 )
Income (loss) before income taxes
$
( 19,643 )
$
1,745
$
( 17,898 )
Corporate interest and other income
( 4,097 )
Net income (loss) before income taxes
$
( 13,801 )
Capital expenditures
$
12,532
$
-
$
12,532
Fiscal 2022
Retail
Credit
Total
Total Revenues
$
757,017
$
2,243
$
759,260
Cost of goods sold (a)
509,664
-
509,664
Selling, general, and administrative (b)
173,854
1,497
175,351
Corporate overhead
67,297
-
67,297
Depreciation
11,079
1
11,080
Interest and other income
( 167 )
( 388 )
( 555 )
Income (loss) before income taxes
$
( 4,710 )
$
1,133
$
( 3,577 )
Corporate interest and other income
( 5,347 )
Net income (loss) before income taxes
$
1,770
Capital expenditures
$
19,433
$
-
$
19,433
(a) Refer to Note 1 for additional information on the components of Cost of goods sold.
(b) Selling, general, and administrative expense include corporate and store payroll, related payroll taxes
and benefits, insurance, supplies, advertising, bank and credit card processing fees.
14.
Stock Based Compensation:
As
of
February
1,
2025,
the
Company’s
2018
Incentive
Compensation
Plan
was
available
for
the
granting
of
various
forms
of
equity-based awards,
including
restricted stock
and stock
options for
grant to
officers, directors and key employees.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
68
The following table presents the number of options and shares of restricted
stock initially authorized
and available for grant under this plan as of February 1, 2025:
`
2018
Plan
Options and/or restricted stock initially authorized
4,725,000
Options and/or restricted stock available for grant:
February 3, 2024
3,147,393
February 1, 2025
2,797,601
In accordance with ASC 718, the fair value of 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 a
five-year
vesting period.
As of
February 1,
2025, there
was $
7,276,356
of total
unrecognized compensation
expense related
to unvested
restricted stock
awards, which
is expected
to be
recognized over a remaining weighted-average vesting period of
1.9
years.
The total grant date fair value
of
the
shares
recognized
as
compensation
expense
during
the
twelve
months
ended
February
1,
2025,
February 3,
2024 and
January 28,
2023 was
$
2,270,000
, $
4,105,000
and $
2,556,000
, respectively.
The
expenses
are
classified
as
a
component
of
Selling,
general
and
administrative
expenses
in
the
Consolidated Statements of Income (Loss) and Comprehensive Income
(Loss).
The following summary shows
the changes in the
shares of unvested
restricted stock outstanding
during
the years ended February 1, 2025,
February 3, 2024 and January 28, 2023:
`
Weighted Average
Number of
Grant Date Fair
Shares
Value Per
Share
Restricted stock awards at January 29, 2022
1,196,288
$
13.76
Granted
319,441
13.70
Vested
( 231,638 )
16.99
Forfeited or expired
( 224,658 )
13.43
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
( 132,824 )
11.73
Restricted stock awards at February 3, 2024
1,123,873
$
11.32
Granted
386,900
4.80
Vested
( 232,696 )
13.22
Forfeited or expired
( 62,896 )
9.21
Restricted stock awards at February 1, 2025
1,215,181
$
8.98
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 twelve
month period ended
February 1,
2025, the
Company sold
73,593
shares to
employees at an
average discount of
$
0.81
per share
under the
Employee Stock Purchase Plan.
The compensation expense
recognized for the
15
% discount given
under
the
Employee
Stock
Purchase
Plan
was
approximately
$
60,000
,
$
67,000
and
$
54,000
for
fiscal
years
2024, 2023 and 2022,
respectively.
These expenses are classified
as a component of
Selling, general and
administrative expenses.
15.
Commitments and Contingencies:
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
69
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
our 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
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.
16.
Accumulated Other Comprehensive Income:
The
following
table
sets
forth
information
regarding
the
reclassification
out
of
Accumulated
other
comprehensive income (in thousands) for the
year ended February 1, 2025:
`
Changes in Accumulated Other
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at February 3, 2024
$
395
Other comprehensive income (loss) before
reclassification
541
Amounts reclassified from accumulated
other comprehensive income (b)
( 783 )
Net current-period other comprehensive income
(loss)
( 242 )
Ending Balance at February 1, 2025
$
153
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to
accumulated other
comprehensive income.
(b) Includes
$ 1,015
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 $
232
.
Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
70
The following table sets forth information regarding the reclassification
out of Accumulated other
comprehensive income (in thousands) for the year ended February 3, 2024:
Changes in Accumulated Other
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at January 28, 2023
$
( 1,238 )
Other comprehensive income (loss) before
reclassification
1,614
Amounts reclassified from accumulated
other comprehensive income (b)
19
Net current-period other comprehensive income (loss)
1,633
Ending Balance at February 3, 2024
$
395
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to
accumulated other
comprehensive income.
(b) Includes $
25
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 $
6
. Amounts in
parentheses indicate a debit/reduction to accumulated other comprehensive income.
THE CATO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (Continued)
71
The following table sets forth information regarding the reclassification
out of Accumulated other
comprehensive income (in thousands) for the year ended January 28, 2023:
Changes in Accumulated Other
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at January 29, 2022
$
( 280 )
Other comprehensive income (loss) before
reclassification
( 982 )
Amounts reclassified from accumulated
other comprehensive income (b)
24
Net current-period other comprehensive income (loss)
( 958 )
Ending Balance at January 28, 2023
$
( 1,238 )
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to
accumulated other
comprehensive income.
(b) Includes $
31
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 $
7
. Amounts in
parentheses indicate a debit/reduction to accumulated other comprehensive income.
72
Item 9.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure:
None.