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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 22, 2025
 
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 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 22, 2025, The Cato Corporation issued a press release regarding its financial results for
 
the first quarter
ending May 3, 2025. 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
 
22,
 
2025,
 
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 two
 
nominees for director
 
were elected to
 
the Registrant’s
 
Board of Directors
 
(Proposal
1 below).
In addition, management’s
 
proposal to amend and
 
restate the Cato Corporation
 
2013 Employee Stock Purchase
 
Plan
was approved (Proposal 2 below).
 
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 31, 2026
 
was approved (Proposal
 
3
below).
 
Summary of Voting
 
By Proposal
 
1.
To
 
elect Theresa
 
J. Drew
 
and D.
 
Harding Stowe,
 
each for
 
a term
 
expiring in
 
2028
 
and until
 
their successors
are elected and qualified. Votes
 
recorded, by nominee, were as follows:
 
 
 
 
 
 
 
 
Nominee
 
 
For
 
 
Abstain
 
Broker
Non-Votes
Theresa J. Drew
 
25,248,912
 
282,410
 
5,927,162
D. Harding Stowe
22,904,087
2,627,335
5,927,162
 
2.
To
 
consider
 
and
 
vote
 
upon
 
a
 
proposal
 
to
 
amend
 
and
 
restate
 
The
 
Cato
 
Corporation
 
2013
 
Employee
 
Stock
Purchase
 
Plan,
 
as
 
amended
 
in
 
2021.
 
The
 
Company’s
 
shareholders
 
voted
 
to
 
approve
 
this
 
proposal
 
with
25,305,519 for and 143,306 votes against. There were 82,497 abstentions.
3.
To
 
ratify
 
the
 
selection
 
of
 
PricewaterhouseCoopers
 
LLP
 
as
 
the
 
Company’s
 
independent
 
registered
 
public
accounting firm
 
for the
 
fiscal year
 
ending
 
January 31,
 
2026. The
 
Company’s
 
shareholders
 
voted to
 
approve
this proposal with 31,099,302 for and 268,605 votes against. There
 
were 90,577 abstentions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)
 
 
 
 
3
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, 2025
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
May 28, 2025
/s/ Charles D. Knight
Date
Charles D. Knight
 
Executive Vice President
Chief Financial Officer
 
 
4
Exhibit Index
 
Exhibit
Exhibit
No.
99.1
104
 
Cover page Interactive Data File (embedded within Inline
XBRL document)
104
EX-99.1 5 exhibit99.htm EX-99.1 exhibit99
 
 
 
 
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 22, 2025) – The Cato Corporation (NYSE: CATO) today reported net income of $3.3 million
or $0.17 per diluted share for the first quarter ended May 3, 2025, compared
 
to net income of $11.0 million or $0.54 per
diluted share for the first quarter ended May 4, 2024.
 
Sales for the first quarter ended May 3, 2025 were $168.4 million, or a decrease
 
of 4% from sales of $175.3 million for
the first quarter ended May 4, 2024.
 
The Company’s same-store sales for the quarter were flat.
 
"Our results reflect our customers’ cautious approach to discretionary
 
spending,” said John Cato, Chairman, President and
Chief Executive Officer.
“While our sales trend improved later in the quarter, the general uncertainty regarding the
economy and the potential impact of the proposed tariffs has us cautious about
 
the remainder of the year.”
 
First quarter gross margin as a percentage of sales was 35.1% in 2025 and 35.8% in
 
2024.
 
The decrease in gross margin as
a percentage of sales is due to lower merchandise contribution
 
caused in part by higher sales of marked down goods,
partially offset by lower buying costs.
 
Selling, General and Administrative expense decreased
 
to $55.3 million in 2025
from $56.8 million in 2024 due to decreases in corporate and field payroll
 
expense, as well as, lower insurance costs and
store expenses.
 
These decreases were partially offset by increases in equipment maintenance.
 
Selling, General and
Administrative expense as a percentage of sales increased to 32.8% in
 
2025 compared to 32.4% in 2024.
 
Interest and
other income decreased to $1.2 million in 2025 from $5.8 million in 2024 primarily
 
due to a net gain on sale of land of
$3.2 million and sales of equity securities recorded in the first quarter
 
of 2024.
 
Income tax expense for the quarter
increased to $0.9 million in 2025 from
$0.6 million in 2024.
 
The increase in tax expense is primarily due to changes in
state and foreign tax rates.
Additionally, the Company bought back 294,036 shares during the quarter.
 
During the first quarter ended May 3, 2025, the Company did not open any
 
stores and permanently closed eight stores.
 
As
of May 3, 2025, the Company operated 1,109 stores in 31 states, compared
 
to 1,171 stores in 31 states as of May 4, 2024.
 
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
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 May 3, 2025 AND May 4, 2024
(Dollars in thousands, except per share data)
Quarter Ended
May 3
%
May 4
%
2025
Sales
2024
Sales
REVENUES
 
Retail sales
$
168,419
100.0%
$
175,272
100.0%
 
Other revenue (principally finance,
 
late fees and layaway charges)
1,823
1.1%
1,827
1.0%
 
Total revenues
170,242
101.1%
177,099
101.0%
GROSS MARGIN (Memo)
59,101
35.1%
62,767
35.8%
COSTS AND EXPENSES, NET
 
Cost of goods sold
109,318
64.9%
112,505
64.2%
 
Selling, general and administrative
55,325
32.8%
56,752
32.4%
 
Depreciation
2,564
1.5%
2,040
1.2%
 
Interest and other income
(1,202)
-0.7%
(5,821)
-3.3%
 
Costs and expenses, net
166,005
98.6%
165,476
94.4%
Income Before Income Taxes
4,237
2.5%
11,623
6.6%
Income Tax Expense
 
928
0.6%
649
0.4%
Net Income
$
3,309
2.0%
$
10,974
6.3%
Basic Earnings Per Share
$
0.17
$
0.54
Diluted Earnings Per Share
$
0.17
$
0.54
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
May 3,
February 1,
2025
 
2025
 
(Unaudited)
(Unaudited)
ASSETS
Current Assets
 
Cash and cash equivalents
$
31,346
$
20,279
 
Short-term investments
48,609
57,423
 
Restricted cash
2,675
2,799
 
Accounts receivable - net
26,830
24,540
 
Merchandise inventories
109,430
110,739
 
Other current assets
7,560
7,406
Total Current Assets
226,450
223,186
Property and Equipment - net
58,767
60,326
Other Assets
19,863
19,979
Right-of-Use Assets, net
135,726
148,870
 
TOTAL
$
440,806
$
452,361
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
$
130,000
$
130,684
Current Lease Liability
52,524
57,555
Noncurrent Liabilities
13,293
13,485
Lease Liability
80,072
88,341
Stockholders' Equity
164,917
162,296
 
TOTAL
$
440,806
$
452,361