Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW

Washington, D.C. 29549

Form

8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 23, 2024

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-31340

56-0484485

(State or Other Jurisdiction

Incorporation

(Commission

File Number)

(IRS Employer

Identification No.)

8100 Denmark Road

Charlotte

North Carolina

(Address of Principal Executive Offices)

28273-5975

(Zip Code)

(704)

554-8510

(Registrant’s Telephone

Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check

the

appropriate

box

below

the

Form

8-K

filing

intended

simultaneously

satisfy

the

filing

obligation

the

registrant

under any of the following provisions:

☐

Written communications pursuant to Rule 425

under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a

-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company

as defined in as defined in Rule 405 of the Securities

Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended

transition period for

complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act.

☐

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition

On May 23, 2024, The Cato Corporation issued a press release regarding its financial

results for the first quarter

ending May 4, 2024. A copy of this press release is hereby incorporated as Exhibit 99.1

hereto.

Item 5.07. Submission of Matters to a Vote

of Security Holders.

May

23,

2024,

the

Registrant

held

its

Annual

Meeting.

The

following

are

the

voting

results

each

matter

submitted to the Registrant’s

stockholders at the

Annual Meeting. The

proposals below are described

in detail in the

Proxy Statement.

At the Annual

Meeting, the two

nominees for director

were elected to

the Registrant’s

Board of Directors

(Proposal

1 below).

addition,

management’s

proposal

regarding

the

selection

PricewaterhouseCoopers

LLP

the

Company’s

independent registered public

accounting firm for

the fiscal year ending

February 1, 2025

was approved (Proposal

below).

Summary of Voting

By Proposal

1. To

elect Dr. Pamela L.

Davies, Thomas B. Henson and

Bryan F.

Kennedy, each

for a term expiring in

2026 and

until their successors are elected and qualified. Votes

recorded, by nominee, were as follows:

Nominee

For

Abstain

Broker

Non-Votes

John P.

D. Cato

24,769,119

3,047,577

5,792,278

Bailey W.

Patrick

23,905,656

3,911,040

5,792,278

2. To

approve, to

ratify the

selection

of PricewaterhouseCoopers

LLP as

the Company’s

independent

registered

public

accounting

firm

for

the

fiscal

year

ending

February

2025.

The

Company’s

shareholders

voted

approve this proposal with 33,293, 856 for and 173,223 votes against. There

were 141,895 abstentions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued May 23, 2024

Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the

Registrant has duly caused this

report to be signed on its behalf by the undersigned thereunto duly

authorized.

THE CATO

CORPORATION

May 28, 2024

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

May 28, 2024

/s/ Charles D. Knight

Date

Charles D. Knight

Executive Vice President

Chief Financial Officer

Exhibit Index

Exhibit

No.

99.1 - Press Release issued May 23, 2024

99.1

104

Cover page Interactive Data File (embedded within Inline

XBRL document)

104

EXHIBIT 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

For Further Information Contact:

Charles D. Knight

Executive Vice President

Chief Financial Officer

InvestorRelations@catocorp.com

CATO REPORTS

1Q EARNINGS

CHARLOTTE, N.C. (May 23, 2024) – The Cato Corporation (NYSE: CATO) today reported net income of $11.0 million

or $0.54 per diluted share for the first quarter ended May 4, 2024, compared

to net income of $4.4 million or $0.22 per

diluted share for the first quarter ended April 29, 2023.

Sales for the first quarter ended May 4, 2024 were $175.3 million, or a decrease

of 8% from sales of $190.3 million for

the first quarter ended April

29, 2023.

The Company’s same-store sales for the quarter decreased 6%.

"The pressure on our customers’ discretionary spending

levels due to high interest rates and inflation continue to

negatively impact our sales,” said John Cato, Chairman, President and

Chief Executive Officer.

“With the pressure on our

customers’ discretionary spending levels, we remain cautious about

the remainder of the year

”

First quarter gross margin as a percentage of sales was 35.8% in both 2024 and

2023.

Selling, General and Administrative

expense decreased to $56.8 million in 2024 from $61.9 million in 2023 due

to decreases in equity compensation,

advertising, and store expenses including payroll, partially offset by increases in

insurance expenses.

Selling, General and

Administrative expense as a percentage of sales decreased to 32.4%

in 2024 compared to 32.5% in 2023.

Interest and

other income increased to $5.8 million in 2024 from $0.9 million in 2023 primarily

due to a net gain on sale of land of

$3.2 million.

Income tax expense for the quarter decreased to $0.6 million

in 2024 from

$2.1 million in 2023.

The

decrease in tax expense is primarily due to valuation allowances against

net deferred tax assets and the impact of the

foreign rate differential and lower state income taxes.

Additionally, the Company bought back 431,415 shares during the quarter.

During the first quarter ended May 4, 2024, the Company did not open any

stores and permanently closed seven stores.

As of May 4, 2024, the Company operated 1,171 stores in 31 states, compared

to 1,264 stores in 32 states as of April 29,

2023.

The Cato Corporation is a leading specialty retailer of value-priced fashion apparel

and accessories operating three

concepts, “Cato,” “Versona” and “It’s

Fashion.”

The Company’s Cato stores offer exclusive merchandise with fashion

and quality comparable to mall specialty stores at low prices every

day.

The Company also offers exclusive merchandise

found in its Cato stores at www.catofashions.com.

Versona

is a unique fashion destination offering apparel and

accessories including jewelry, handbags and shoes at exceptional prices every day.

Select Versona

merchandise can also

be found at www.shopversona.com.

It’s Fashion offers fashion with a focus on the latest trendy styles for the entire

family at low prices every day.

Statements in this press release that express a belief, expectation or intention, as well as those that are not a historical

fact,

including, without limitation, statements regarding the Company’s

expected or estimated operational financial

results, activities or opportunities, and potential impacts and effects of interest rates, inflation or other factors that may

affect our customers’ discretionary spending or our costs are considered “forward-looking” within the meaning of The

Private Securities Litigation Reform Act of 1995.

Such forward-looking statements are based on current expectations that

are subject to known and unknown risks, uncertainties and other factors that could cause actual

results to differ

materially from those contemplated by the forward-looking statements.

Such factors include, but are not limited to, any

actual or perceived deterioration in, or continuation of negative trends in, the conditions that drive consumer confidence

and spending, including, but not limited to, prevailing social, economic, political and public health

conditions and

uncertainties, levels of unemployment, fuel, energy and food costs, inflation, wage rates, tax

rates, interest rates, home

values, consumer net worth and the availability of credit; changes in laws, regulations or government policies affecting

our business including but not limited to tariffs; uncertainties regarding the impact of any governmental action regarding,

or responses to, the foregoing conditions; competitive factors and pricing pressures; our ability to predict and respond to

rapidly changing fashion trends and consumer demands; our ability to successfully implement our new

store development

strategy to increase new store openings and the ability of any such new stores to grow and perform as expected;

underperformance or other factors that may lead to, or affect the volume

of, store closures; adverse weather,

public

health threats (including the global coronavirus (COVID-19) outbreak), acts of war or aggression or similar conditions

that may affect our merchandise supply chain, sales or operations; inventory risks due to shifts

in market demand,

including the ability to liquidate excess inventory at anticipated margins; adverse developments or

volatility affecting the

financial services industry or broader financial markets; and other factors discussed under “Risk

Factors” in Part I, Item

of the Company’s

most recently filed annual report on Form 10-K and in other reports the Company files with or

furnishes to the SEC from time to time.

The Company does not undertake to publicly update or

revise the forward-looking

statements even if experience or future changes make it clear that the projected results expressed or implied therein will

not be realized. The Company is not responsible for any changes made to this press release by wire or Internet services.

* * *

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME (UNAUDITED)

FOR THE PERIODS ENDED May 4, 2024 AND April 29, 2023

(Dollars in thousands, except per share data)

Quarter Ended

May 4

April 29

2024

Sales

2023

Sales

REVENUES

Retail sales

175,272

100.0%

190,311

100.0%

Other revenue (principally finance,

late fees and layaway charges)

1,827

1.0%

1,739

0.9%

Total revenues

177,099

101.0%

192,050

100.9%

GROSS MARGIN (Memo)

62,767

32.5%

68,224

35.8%

COSTS AND EXPENSES, NET

Cost of goods sold

112,505

64.2%

122,087

64.2%

Selling, general and administrative

56,752

32.4%

61,934

32.5%

Depreciation

2,040

1.2%

2,357

1.2%

Interest and other income

(5,821)

-3.3%

(897)

-0.5%

Costs and expenses, net

165,476

94.4%

185,481

97.5%

Income Before Income Taxes

11,623

6.6%

6,569

3.5%

Income Tax Expense

649

0.4%

2,141

1.1%

Net Income (Loss)

10,974

6.3%

4,428

2.3%

Basic Earnings Per Share

0.54

0.22

Diluted Earnings Per Share

0.54

0.22

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

May 4,

February 3,

2024

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

39,101

23,940

Short-term investments

66,250

79,012

Restricted cash

3,533

3,973

Accounts receivable - net

31,716

29,751

Merchandise inventories

101,317

98,603

Other current assets

7,724

7,783

Total Current Assets

249,641

243,062

Property and Equipment - net

64,568

64,022

Other Assets

23,305

25,047

Right-of-Use Assets, net

139,635

154,686

TOTAL

477,149

486,817

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

127,997

126,900

Current Lease Liability

55,800

61,108

Noncurrent Liabilities

14,607

14,475

Lease Liability

81,834

92,013

Stockholders' Equity

196,911

192,321

TOTAL

477,149

486,817

Document and Entity Information	May 23, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity Registrant Name	THE CATO CORPORATION
Entity Central Index Key	0000018255
Entity Emerging Growth Company	false
Security 12b Title	Class A - Common Stock, par value $.033 per share
Trading Symbol	CATO
Security Exchange Name	NYSE
Entity File Number	1-31340
Entity Incorporation State Country Code	DE
Entity TaxIdentification Number	56-0484485
Entity Address Address Line 1	8100 Denmark Road
Entity Address City Or Town	Charlotte
Entity Address State Or Province	NC
Entity Address Postal Zip Code	28273-5975
City Area Code	(704)
Local Phone Number	554-8510
Written Communications	false
Soliciting Material	false
Pre-Commencement Tender Offer	false
Pre-Commencement Issuer Tender Offer	false