CATO 8-K
Cato Corp (CATO)
8-K
2025-05-27
For: 2025-05-22
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
Form
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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of Incorporation
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Identification No.)
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(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:
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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.
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
EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
For Further Information Contact:
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.
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,
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
$
168,419
100.0%
$
175,272
100.0%
1,823
1.1%
1,827
1.0%
170,242
101.1%
177,099
101.0%
GROSS MARGIN (Memo)
59,101
35.1%
62,767
35.8%
COSTS AND EXPENSES, NET
109,318
64.9%
112,505
64.2%
55,325
32.8%
56,752
32.4%
2,564
1.5%
2,040
1.2%
(1,202)
-0.7%
(5,821)
-3.3%
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
$
31,346
$
20,279
48,609
57,423
2,675
2,799
26,830
24,540
109,430
110,739
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
$
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
$
440,806
$
452,361