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8-K

Cato Corp (CATO)

8-K 2025-03-24 For: 2025-03-20
View Original
Added on April 11, 2026

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):

March 20, 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 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 March 20, 2025 The Cato Corporation issued a press release regarding

its financial results for the fourth quarter

and year ending February 1, 2025.

A copy of this press release is hereby incorporated as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued March 20, 2025

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

March 24, 2025

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

March 24, 2025

/s/ Charles D. Knight

Date

Charles D. Knight

Executive Vice President

Chief Financial Officer

4

Exhibit Index

Exhibit

Exhibit

No.

99.1 - Press Release issued March 20, 2025

99.1

104

Cover page Interactive Data File (embedded within Inline

XBRL document)

104

exhibit991

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

4Q AND FULL YEAR LOSS

CHARLOTTE, N.C. (March 20, 2025) – The Cato Corporation (NYSE: CATO) today reported a net loss of ($14.1)

million or ($0.74) per diluted share for the fourth quarter ended February

1, 2025, compared to a net loss of ($23.4)

million or ($1.14) per diluted share for the fourth quarter ended

February 3, 2024.

Full-year fiscal 2024 net loss

was ($18.1) million or ($0.97) per diluted share compared to a net

loss of ($23.9) million or ($1.17) per diluted share for

2023.

The fiscal year and fourth quarter ended February 1, 2025 contains

52 weeks and 13 weeks, respectively versus 53

weeks and 14 weeks in the fiscal year and fourth quarter ended February

3, 2024, respectively.

Sales for the fourth quarter ended February 1, 2025 were $155.3 million,

a decrease of 10.0% from sales of $172.1 million

for the fourth quarter ended February 3, 2024.

On a comparable 13-week basis, total sales for the quarter decreased

5.1%

and same-store sales decreased 0.8% from last year.

For the year, the Company's sales decreased 8.3% to $642.1

million from 2023 sales of $700.3 million.

On a comparable 52-week basis, total sales for the fiscal

year ended February

1, 2025 decreased 6.8% and same store sales decreased 3.1% to last year.

"

Our fiscal 2024 sales trend was negatively impacted by

continued pressure on our customers’ discretionary spending

levels, and a difficult third quarter which included three hurricanes and supply chain interruptions,

” said John Cato,

Chairman, President and Chief Executive Officer.

“Our fourth quarter sales trend improved compared to our full year

and

third quarter sales trend.

This was partly due to improvements in our supply chain and our Distribution

Center (DC)

efficiency as we worked through our DC automation conversion issues.

During the year we continued to focus on

controlling expenses and improving our merchandise offering

.

Fourth-quarter gross margin decreased from 31.0% of sales in 2023 to 28.0% of sales in 2024

reflecting pressure from

increased markdowns, coupled with higher distribution costs and domestic

freight costs, as well as deleveraging of

occupancy costs

.

Selling, general and administrative (SG&A) expenses as

a percent of sales decreased from 39.2% in

2023 to 37.8% in 2024 during the quarter, primarily due to decreased incentive compensation, insurance,

closed store and

impairment expenses partially offset by increased professional fees.

For the quarter, SG&A expenses decreased $8.8

million.

Income tax expense for the quarter was $0.3 million compare

d to expense of $10.9 million last year.

The

decrease in tax expense for the quarter was due primarily to a non-cash valuation

allowance recorded against U.S. federal

and state deferred tax assets last year.

For the full year 2024, gross margin decreased from 33.7% of sales in 2023

to 32.0% of sales in 2024.

This decrease was

in part due to higher distribution and freight costs and deleveraging

of our occupancy costs.

SG&A expenses decreased to

36.0% of sales in 2024 compared to 36.1% of sales in 2023.

The SG&A rate decrease was primarily due to

decreased

incentive compensation, insurance, closed store and impairment expenses

partially offset by increased payroll expenses as

a percent of sales.

For the year,

SG&A expenses decreased $21.3 million.

Income tax expense for the year was $1.9

million compared to expense of $10.1 million las

t year.

The decrease in tax expense for the year was due primarily to a

non-cash valuation allowance recorded against U.S. federal and state deferred

tax assets last year.

“As we look ahead to 2025, we remain cautious in this challenging

economic environment with pressures related to newly

implemented tariffs and the uncertainty of potential additional tariffs,” stated Mr. Cato.

“In 2025, we will continue our

focus on reducing

expenses.

To this end, we eliminated approximately 40 corporate positions in February. We

also expect

expense reductions in other areas of our business as we continue our

productivity and efficiency initiatives including

reductions in our distribution and domestic freight expenses.

We will continue our initiatives on improving our

merchandise assortment, including introducing new offerings.”

During 2024, the Company opened one store, relocated four stores and

permanently closed 62 stores.

As of February 1,

2025, the Company operated 1,117 stores in 31 states, compared to 1,178 stores in 31 states as

of February 3, 2024.

During 2025, the Company plans to open up to 15 new stores and close

up to 50 underperforming stores as leases expire.

These store closings are anticipated to have minimal financial impact.

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’ disposable income 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 the conditions that drive consumer confidence and spending,

including, but not

limited to, prevailing social, economic, political, geopolitical, 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; adverse weather,

public health threats (such as

COVID-19) 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; 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 November 2, 2024 AND October 28, 2023

(Dollars in thousands, except per share data)

Quarter Ended

Twelve Months Ended

February 1,

%

February 3,

%

February 1,

%

February 3,

%

2025

Sales

2024

Sales

2025

Sales

2024

Sales

REVENUES

Retail sales

$

155,292

100.0%

$

172,144

100.0%

$

642,140

100.0%

$

700,318

100.0%

Other revenue (principally finance,

late fees and layaway charges)

2,617

1.7%

2,738

1.6%

7,666

1.2%

7,741

1.1%

Total revenues

157,909

101.7%

174,882

101.6%

649,806

101.2%

708,059

101.1%

GROSS MARGIN (Memo)

43,434

28.0%

53,367

31.0%

205,700

32.0%

236,005

33.7%

COSTS AND EXPENSES, NET

Cost of goods sold

111,858

72.0%

118,777

69.0%

436,440

68.0%

464,313

66.3%

Selling, general and administrative

58,680

37.8%

67,433

39.2%

231,489

36.0%

252,777

36.1%

Depreciation

2,711

1.7%

2,500

1.5%

9,817

1.5%

9,871

1.4%

Interest and other income

(1,618)

-1.0%

(1,347)

-0.8%

(11,827)

-1.8%

(5,101)

-0.7%

Costs and expenses, net

171,631

110.5%

187,363

108.8%

665,919

103.7%

721,860

103.1%

Income Before Income Taxes

(13,722)

-8.8%

(12,481)

-7.3%

(16,113)

-2.5%

(13,801)

-2.0%

Income Tax Expense

330

0.2%

10,937

6.4%

1,944

0.3%

10,140

1.4%

Net Income (Loss)

$

(14,052)

-9.0%

$

(23,418)

-13.6%

$

(18,057)

-2.8%

$

(23,941)

-3.4%

Basic Earnings Per Share

$

(0.74)

$

(1.14)

$

(0.97)

$

(1.17)

Diluted Earnings Per Share

$

(0.74)

$

(1.14)

$

(0.97)

$

(1.17)

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

February 1,

February 3,

2025

2024

(Unaudited)

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

$

20,279

$

23,940

Short-term investments

57,423

79,012

Restricted cash

2,799

3,973

Accounts receivable - net

24,540

29,751

Merchandise inventories

110,739

98,603

Other current assets

7,406

7,783

Total Current Assets

223,186

243,062

Property and Equipment - net

60,326

64,022

Other Assets

19,979

25,047

Right-of-Use Assets, net

148,870

154,686

TOTAL

$

452,361

$

486,817

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

$

130,684

$

126,900

Current Lease Liability

57,555

61,108

Noncurrent Liabilities

13,485

14,475

Lease Liability

88,341

92,013

Stockholders' Equity

162,296

192,321

TOTAL

$

452,361

$

486,817