8-K

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 18, 2023

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-31340

56-0484485

(State or Other Jurisdiction

of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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.

☐

2

THE CATO CORPORATION 

Item 2.02. Results of Operations and Financial Condition

On May 18, 2023, The Cato Corporation issued a press release regarding its financial results for the first quarter

ending May 29, 2023. 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.

On May 18, 2023, the Registrant held its Annual Meeting. The following are the voting results on 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 three nominees for director were elected to the Registrant’s Board of Directors (Proposal

1 below).

In addition, management’s proposal regarding the Company’s executive compensation was approved (Proposal 2

below).

In addition, to hold an advisory (non-binding) vote on how often a shareholder vote on “say on pay” is held every

one year, two years or three years. 

In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s

independent registered public accounting firm for the fiscal year ending January 28, 2023 was approved (Proposal 3

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

Dr. Pamela L Davies

23,657,559

5,244,500

5,014,557

Thomas B. Henson

25,137,017

3,765,042

5,014,557

Bryan F. Kennedy

23,247,410

5,654,649

5,014,557

2. To approve, on an advisory basis, the Company’s executive compensation. The Company’s shareholders voted

to approve this proposal with 22,466,145 for and 6,346,566 votes against. There were 89,348 abstentions and

5,014,557 Broker non-votes.

3. In addition, to hold an advisory (non-binding) vote on how often a shareholder vote on “say on pay” is held

every one year, two years or three years. The Company’s shareholders voted: 7,280,231 for every one year,

66,409 for every two years, and 22,466,145for every three years. There were 66,887 abstentions and 5,014,557

Broker non-votes.

In light of the voting results with respect to the frequency of advisory votes on executive compensation, the

Company’s board of directors has determined that the Company currently intends to hold an advisory vote on

the compensation of our named executive officers every three years until the next required vote on the

frequency of advisory votes on executive compensation. 

4. To approve, to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered

public accounting firm for the fiscal year ending February 3, 2024. The Company’s shareholders voted to

approve this proposal with 33,653,005 for and 102,207 votes against. There were 161,404 abstentions.

3

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued May 18, 2023

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

4

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 22, 2023

/s/ John P. D. Cato

Date

John P. D. Cato

Chairman, President and

Chief Executive Officer

May 22, 2023

/s/ Charles D. Knight

Date

Charles D. Knight 

Executive Vice President

Chief Financial Officer

5

Exhibit Index 

Exhibit

Exhibit

No.

99.1 - Press Release issued May 18, 2023

99.1

104 Cover page Interactive Data File (embedded within Inline

XBRL document)

104

EX-99.1

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 18, 2023) – The Cato Corporation (NYSE: CATO) today reported net income of $4.4 million

or $0.22 per diluted share for the first quarter ended April 29, 2023, compared to net income of $9.7 million or $0.46 per

diluted share for the first quarter ended April 30, 2022. 

Sales for the first quarter ended April 29, 2023 were $190.3 million, or a decrease of 7% from sales of $204.9 million for

the first quarter ended April 30, 2022. The Company’s same-store sales for the quarter decreased 6% compared to the

same period in 2022. 

"Our customer continues to feel the strain of higher interest rates and inflation on their discretionary income, which has

negatively impacted our sales for the first quarter,” said John Cato, Chairman, President and Chief Executive Officer.

“We

are finally experiencing sustained relief from previous supply chain challenges, but the continued volatility in the

economy causes us to remain cautious about the remainder of the year

.

” 

First-quarter gross margin as a percentage of sales increased from 35.5% in 2022 to 35.8% in 2023.

The improved

merchandise margin was driven by reduced markdowns attributable to on-time merchandise shipments, coupled with

lower freight and distribution costs. Selling, General and Administrative expenses as a percent of sales increased from

29.5% to 32.5% of sales during the quarter due to increased operating expenses, including higher wages, combined with

the effects of deleveraging resulting from sales decline, when compared to the prior year. 

Income tax expense for the

quarter was $2.1 million compare

d to $1.9 million last year. 

During the first quarter ended April 29, 2023, the Company opened 4 stores and permanently closed 20 stores. As of

April 29, 2023, the Company operated 1,264 stores in 32 states, compared to 1,315 stores in 32 states as of April 30, 2022. 

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 the coronavirus 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 the conditions that drive consumer confidence and spending,

including, but not limited to, prevailing social, economic, political and public health conditions and uncertainties, levels

of unemployment, fuel, energy and food costs, wage rates, tax rates, interest rates, home values, consumer net worth and

the availability of credit; changes in laws or regulations 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; adverse weather, public health threats

(including the global coronavirus (COVID-19) outbreak) or similar conditions that may affect our sales or operations;

inventory risks due to shifts in market demand, including the ability to liquidate excess inventory at anticipated margins;

and other factors discussed under “Risk Factors” in Part I, Item 1A 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 April 29, 2023 AND April 30, 2022

(Dollars in thousands, except per share data)

Quarter Ended

%

%

April 29, 2023

Sales

April 30, 2022

Sales

REVENUES

 Retail sales

$

190,311

100.0%

$

204,933

100.0%

 Other revenue (principally finance,

 late fees and layaway charges)

1,739

0.9%

1,788

0.9%

 Total revenues

192,050

100.9%

206,721

100.9%

GROSS MARGIN (Memo)

68,224

35.8%

72,690

35.5%

COSTS AND EXPENSES, NET

 Cost of goods sold

122,087

64.2%

132,243

64.5%

 Selling, general and administrative

61,934

32.5%

60,441

29.5%

 Depreciation

2,357

1.2%

2,743

1.3%

 Interest and other income

(897)

-0.5%

(403)

-0.2%

 Costs and expenses, net

185,481

97.5%

195,024

95.2%

Income Before Income Taxes

6,569

3.5%

11,697

5.7%

Income Tax Expense 

2,141

1.1%

1,949

1.0%

Net Income

$

4,428

2.3%

$

9,748

4.8%

Basic Earnings Per Share

$

0.22

$

0.46

Diluted Earnings Per Share

$

0.22

$

0.46

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

April 29, 2023

January 28, 2022

(Unau

dited)

(Unaud

ited)

ASSETS

Current Assets

$

38,103

$

20,005

 Cash and cash equivalents

87,750

108,652

 Short-term investments

3,826

3,787

 Restricted cash

29,731

26,497

 Accounts receivable - net

106,813

112,056

 Merchandise inventories

7,298

6,676

 Other current assets

273,521

277,673

Total Current Assets

Property and Equipment - net

74,187

70,382

Noncurrent Deferred Income Taxes

9,938

9,213

Other Assets

21,478

21,596

Right-of-Use Assets, net

155,512

174,276

 TOTAL

$

534,636

$

553,140

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

$

135,934

$

135,597

Current Lease Liability

49,707

67,360

Noncurrent Liabilities

16,449

16,183

Lease Liability

105,765

107,407

Stockholders' Equity

226,781

226,593

 TOTAL

$

534,636

$

553,140

XML

Document and Entity Information	May 18, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 18, 2023
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