cato2023012810K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
February 3, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number
1-31340
The Cato Corporation
Registrant
Delaware
56-0484485
State of Incorporation
I.R.S. Employer Identification Number
8100 Denmark Road
Charlotte
,
North Carolina
28273-5975
Address of Principal Executive Offices
704
/
554-8510
Registrant’s Telephone
Number
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
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
No
☑
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes
☐
No
☑
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange
Act of
1934 during
the preceding
12 months (or
for such
shorter period
that the
Registrant was
required to
file such
reports), and
(2) has been
subject to
such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate by
check mark
whether the
registrant has
submitted electronically
every Interactive
Data File
required to
be submitted
pursuant to
Rule
405
of
Regulation
S-T
(§
232.405 of
this
chapter) during
the preceding
12
months
(or
for
such
shorter period
that
the
registrant was
required
to
submit such files). Yes
☑
No
☐
Indicate by check mark
whether the registrant is
a large accelerated
filer, an accelerated
filer, a non
-accelerated filer, a
smaller reporting company,
or an
emerging growth
company.
See the
definitions of
“large accelerated
filer,”
“accelerated filer,”
“smaller reporting
company” and
“emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☑
Emerging Growth Company
☐
Non-accelerated filer
☐
Smaller reporting 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.
☐
Indicate
by
check
mark
whether
the
registrant
has
filed
a
report
on
and
attestation
to
its
management’s
assessment
of
the
effectiveness
of
its
internal control
over financial
reporting
under Section
404(b) of
the Sarbanes-Oxley
Act (15
U.S.C. 7262(b))
by the
registered public
accounting
firm that prepared or issued its audit report.
☑
If securities are registered
pursuant to Section
12(b) of the
Act, indicate by check
mark whether the
financial statements of
the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check
mark whether any
of those error
corrections are restatements
that required a
recovery analysis of incentive-based
compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes
☐
No
☑
The aggregate market value of the Registrant’s Class A Common Stock held by non-affiliates of the Registrant as of July 29, 2023, the last business
day of the Company’s most recent second quarter, was $
146,852,671
based on the last reported sale price per share on the New York Stock Exchange
on that date.
As of February 3, 2024, there were
18,802,742
shares of Class A common stock and
1,763,652
shares of Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement relating to the 2024 annual meeting of shareholders are incorporated by reference into Part III.
2
THE CATO CORPORATION
FORM 10-K
TABLE OF CONTENTS
Page
PART
I
Item 1.
Business
..........................................................................................................................
5 – 10
Item 1A.
Risk Factors
....................................................................................................................
10 – 22
Item 1B.
Unresolved Staff Comments
...........................................................................................
22
Item 1C.
Cybersecurity
..................................................................................................................
22
Item 2.
Properties
........................................................................................................................
23
Item 3.
Legal Proceedings
...........................................................................................................
24
Item 3A.
Executive Officers of the Registrant
...............................................................................
25
Item 4.
Mine Safety Disclosures
.................................................................................................
25
PART
II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
........................................................................................
26 – 28
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results
of Operations ..................................................................................................................
29 – 35
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
........................................
35
Item 8.
Financial Statements and Supplementary Data ..............................................................
36 – 66
Item 9.
Changes in and Disagreements with Accountants on Accounting
and Financial
Disclosure
.......................................................................................................................
67
Item 9A.
Controls and Procedures
.................................................................................................
67
Item 9B.
Other Information
...........................................................................................................
68
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
............................
68
PART
III
Item 10.
Directors, Executive Officers and Corporate Governance .............................................
69
Item 11.
Executive Compensation
................................................................................................
69
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
........................................................................................................
69
Item 13.
Certain Relationships and Related Transactions, and Director Independence
...............
70
Item 14.
Principal Accountant Fees and Services
.........................................................................
70
PART
IV
Item 15.
Exhibits and Financial Statement Schedules
..................................................................
71
Item 16.
Form 10-K Summary ............................................................................
73
3
Forward-looking Information
The
following
information
should
be
read
along
with
the
Consolidated
Financial
Statements,
including the
accompanying Notes
appearing in
this report.
Any of
the following
are “forward-looking”
statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E
of the Securities Exchange Act of 1934, as amended: (1) statements in this Form 10-K and any documents
incorporated
by
reference
that
reflect
projections
or
expectations
of
our
future
financial
or
economic
performance;
(2) statements
that
are
not
historical information;
(3) statements
of
our
beliefs,
intentions,
plans
and
objectives for
future operations,
including those
contained in
“Management’s
Discussion and
Analysis of
Financial Condition
and Results
of
Operations”; (4) statements
relating to
our operations
or
activities for our fiscal year ended February 3, 2024 (“fiscal 2023”) and beyond, including,
but not limited
to,
statements
regarding
expected
amounts
of
capital
expenditures
and
store
openings,
relocations,
remodels and closures,
statements regarding the
potential impact of
the COVID-19 pandemic and
related
responses
and
mitigation
efforts,
as
well
as
the
potential
impact
of
supply
chain
disruptions,
extreme
weather
conditions,
inflationary
pressures
and
other
economic
conditions
on
our
business,
results
of
operations
and
financial
condition
and
statements
regarding
new
store
development
strategy;
and
(5) statements relating to our future contingencies. When possible, we have attempted to identify forward-
looking statements
by using
words
such
as
“will,” “expects,”
“anticipates,” “approximates,”
“believes,”
“estimates,”
“hopes,”
“intends,”
“may,”
“plans,”
“could,”
“would,”
“should”
and
any
variations
or
negative formations
of such
words and
similar expressions.
We
can give
no assurance
that actual
results
or
events
will
not
differ
materially
from
those
expressed
or
implied
in
any
such
forward-looking
statements. Forward-looking statements included in this report are based on information available to us as
of the
filing date
of this
report, but
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,
the
following:
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, 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