FALSE 2026 0000018255 --01-30 Q2 1763652 0.033 0.033 15000000 50000000 100 100000 none 2028-03-31 674 131989 34028 14 166705 - - - - - - - - 0000018255 2026-08-01 0000018255 2026-01-31 0000018255 2025-08-02 0000018255 2026-02-01 2026-08-01 0000018255 2025-02-02 2025-08-02 0000018255 2025-02-01 0000018255 2025-05-04 2025-08-02 0000018255 us-gaap:FairValueInputsLevel1Member us-gaap:CashSurrenderValueMember 2026-08-01 0000018255 us-gaap:CashSurrenderValueMember us-gaap:FairValueInputsLevel2Member 2026-08-01 0000018255 us-gaap:CashSurrenderValueMember us-gaap:FairValueInputsLevel3Member 2026-08-01 0000018255 us-gaap:FairValueInputsLevel1Member us-gaap:LiabilityMember 2026-08-01 0000018255 us-gaap:FairValueInputsLevel2Member us-gaap:LiabilityMember 2026-08-01 0000018255 us-gaap:FairValueInputsLevel3Member us-gaap:LiabilityMember 2026-08-01 0000018255 us-gaap:CashSurrenderValueMember us-gaap:FairValueInputsLevel2Member 2026-01-31 0000018255 us-gaap:FairValueInputsLevel1Member us-gaap:CashSurrenderValueMember 2026-01-31 0000018255 us-gaap:CashSurrenderValueMember us-gaap:FairValueInputsLevel3Member 2026-01-31 0000018255 us-gaap:FairValueInputsLevel1Member us-gaap:LiabilityMember 2026-01-31 0000018255 us-gaap:FairValueInputsLevel2Member us-gaap:LiabilityMember 2026-01-31 0000018255 us-gaap:FairValueInputsLevel3Member us-gaap:LiabilityMember 2026-01-31 0000018255 us-gaap:CashSurrenderValueMember 2025-02-01 0000018255 us-gaap:CashSurrenderValueMember 2026-02-01 2026-08-01 0000018255 us-gaap:LiabilityMember 2026-01-31 0000018255 us-gaap:LiabilityMember 2026-08-01 0000018255 us-gaap:CashSurrenderValueMember 2026-08-01 0000018255 us-gaap:CommonClassBMember 2026-08-01 0000018255 us-gaap:CommonClassAMember 2026-08-01 0000018255 us-gaap:CommonClassAMember 2026-01-31 0000018255 us-gaap:CommonClassBMember 2026-01-31 0000018255 us-gaap:CommonClassAMember us-gaap:RestrictedStockMember 2026-01-31 0000018255 us-gaap:CommonClassAMember us-gaap:RestrictedStockMember 2026-08-01 0000018255 us-gaap:CommonClassAMember us-gaap:RestrictedStockMember 2026-02-01 2026-08-01 0000018255 us-gaap:CommonClassAMember us-gaap:EmployeeStockMember 2026-02-01 2026-08-01 0000018255 us-gaap:CommonClassAMember us-gaap:RestrictedStockMember 2025-05-04 2025-08-02 0000018255 us-gaap:CommonClassAMember us-gaap:EmployeeStockMember 2025-02-02 2025-08-02 0000018255 us-gaap:LiabilityMember 2025-02-02 2026-01-31 0000018255 us-gaap:LiabilityMember 2026-02-01 2026-08-01 0000018255 cato:OptionsAndOrRestrictedStockMember cato:Stockplan2018membermemberMember 2026-08-01 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember 2026-08-01 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2026-08-01 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2026-08-01 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2026-08-01 0000018255 us-gaap:FairValueInputsLevel1Member 2026-08-01 0000018255 us-gaap:FairValueInputsLevel2Member 2026-08-01 0000018255 us-gaap:FairValueInputsLevel3Member 2026-08-01 0000018255 us-gaap:FairValueInputsLevel1Member 2026-01-31 0000018255 us-gaap:FairValueInputsLevel2Member 2026-01-31 0000018255 us-gaap:FairValueInputsLevel3Member 2026-01-31 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember 2026-01-31 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2026-01-31 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2026-01-31 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2026-01-31 0000018255 us-gaap:USTreasurySecuritiesMember 2026-01-31 0000018255 2026-05-03 2026-08-01 0000018255 us-gaap:CommonClassAMember us-gaap:RestrictedStockMember 2026-05-03 2026-08-01 0000018255 us-gaap:CreditCardMember us-gaap:CollateralPledgedMember 2026-08-01 0000018255 us-gaap:CreditCardMember 2026-05-03 2026-08-01 0000018255 us-gaap:CreditCardMember 2026-02-01 2026-08-01 0000018255 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel1Member 2026-01-31 0000018255 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel2Member 2026-01-31 0000018255 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel3Member 2026-01-31 0000018255 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2025-02-02 2025-08-02 0000018255 us-gaap:CommonClassAMember us-gaap:EmployeeStockOptionMember 2026-02-01 2026-08-01 0000018255 us-gaap:CreditCardMember 2025-02-02 2025-08-02 0000018255 us-gaap:CommonClassAMember us-gaap:EmployeeStockOptionMember 2025-02-02 2025-08-02 0000018255 us-gaap:CommonStockMember 2025-02-01 0000018255 us-gaap:AdditionalPaidInCapitalMember 2025-02-01 0000018255 us-gaap:RetainedEarningsMember 2025-02-01 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-02-01 0000018255 us-gaap:CommonStockMember 2025-02-02 2025-05-03 0000018255 us-gaap:AdditionalPaidInCapitalMember 2025-02-02 2025-05-03 0000018255 us-gaap:RetainedEarningsMember 2025-02-02 2025-05-03 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-02-02 2025-05-03 0000018255 2025-02-02 2025-05-03 0000018255 cato:ABLCreditAgreementMember 2026-08-01 0000018255 cato:ABLCreditAgreementMember 2026-02-01 2026-08-01 0000018255 cato:RetailSegmentMember 2026-05-03 2026-08-01 0000018255 cato:CreditSegmentMember 2026-05-03 2026-08-01 0000018255 cato:RetailSegmentMember 2026-02-01 2026-08-01 0000018255 cato:CreditSegmentMember 2026-02-01 2026-08-01 0000018255 cato:RetailSegmentMember 2025-05-04 2025-08-02 0000018255 cato:CreditSegmentMember 2025-05-04 2025-08-02 0000018255 cato:RetailSegmentMember 2025-02-02 2025-08-02 0000018255 cato:CreditSegmentMember 2025-02-02 2025-08-02 0000018255 srt:MaximumMember 2026-08-01 0000018255 us-gaap:CommonClassAMember us-gaap:EmployeeStockMember 2026-08-01 0000018255 us-gaap:CommonStockMember 2026-01-31 0000018255 us-gaap:AdditionalPaidInCapitalMember 2026-01-31 0000018255 us-gaap:RetainedEarningsMember 2026-01-31 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-01-31 0000018255 2026-02-01 2026-05-02 0000018255 us-gaap:CommonStockMember 2026-02-01 2026-05-02 0000018255 us-gaap:AdditionalPaidInCapitalMember 2026-02-01 2026-05-02 0000018255 us-gaap:RetainedEarningsMember 2026-02-01 2026-05-02 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-02-01 2026-05-02 0000018255 us-gaap:CommonStockMember 2025-05-03 0000018255 us-gaap:AdditionalPaidInCapitalMember 2025-05-03 0000018255 us-gaap:RetainedEarningsMember 2025-05-03 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-05-03 0000018255 2025-05-03 0000018255 us-gaap:CommonStockMember 2025-05-04 2025-08-02 0000018255 us-gaap:AdditionalPaidInCapitalMember 2025-05-04 2025-08-02 0000018255 us-gaap:RetainedEarningsMember 2025-05-04 2025-08-02 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-05-04 2025-08-02 0000018255 us-gaap:CommonStockMember 2026-05-03 2026-08-01 0000018255 us-gaap:AdditionalPaidInCapitalMember 2026-05-03 2026-08-01 0000018255 us-gaap:RetainedEarningsMember 2026-05-03 2026-08-01 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-05-03 2026-08-01 0000018255 us-gaap:CommonStockMember 2026-08-01 0000018255 us-gaap:AdditionalPaidInCapitalMember 2026-08-01 0000018255 us-gaap:RetainedEarningsMember 2026-08-01 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-08-01 0000018255 us-gaap:CreditCardMember 2025-05-04 2025-08-02 0000018255 us-gaap:CommonStockMember 2026-05-02 0000018255 us-gaap:AdditionalPaidInCapitalMember 2026-05-02 0000018255 us-gaap:RetainedEarningsMember 2026-05-02 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-05-02 0000018255 2026-05-02 0000018255 us-gaap:CommonStockMember 2025-08-02 0000018255 us-gaap:AdditionalPaidInCapitalMember 2025-08-02 0000018255 us-gaap:RetainedEarningsMember 2025-08-02 0000018255 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-08-02 0000018255 cato:ABLCreditAgreementMember 2026-01-31 0000018255 us-gaap:CommonClassAMember us-gaap:RestrictedStockMember 2025-02-02 2025-08-02 0000018255 us-gaap:CashSurrenderValueMember 2026-01-31 0000018255 us-gaap:CashSurrenderValueMember 2025-02-02 2026-01-31 0000018255 us-gaap:LiabilityMember 2025-02-01 0000018255 us-gaap:CommonClassAMember us-gaap:EmployeeStockMember 2025-08-02 0000018255 us-gaap:CommonClassAMember us-gaap:RestrictedStockMember 2025-02-02 2026-01-31 0000018255 srt:MaximumMember us-gaap:DomesticCorporateDebtSecuritiesMember 2026-08-01 0000018255 us-gaap:DomesticCorporateDebtSecuritiesMember srt:MinimumMember 2026-08-01 0000018255 srt:MinimumMember 2026-08-01 iso4217:USD xbrli:pure xbrli:shares iso4217:USD xbrli:shares cato:NumberOfStores dummy:Segments dummy:States
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-Q
QUARTERLY REPORT PURSUANT
TO SECTION
13 OR 15(d)
OF THE SECURITIES
EXCHANGE
ACT OF
1934
For the quarterly period ended
August 1, 2026
OR
TRANSITION
REPORT PURSUANT
TO SECTION
13 OR 15(d)
OF THE SECURITIES
EXCHANGE
ACT OF
1934
For the transition period from ________________to__________________
Commission file number
1-31340
THE CATO CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
56-0484485
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
8100 Denmark Road
,
Charlotte
,
North Carolina
28273-5975
(Address of principal executive offices)
(Zip Code)
(
704
)
554-8510
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if
changed since last report)
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
(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
X
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
X
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
Non-accelerated filer
Smaller reporting company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b
-2 of the Exchange Act). Yes
No
As of August 1, 2026, there were
18,148,297
shares of Class A common stock and
1,763,652
shares of Class B common stock outstanding.
1
THE CATO CORPORATION
FORM 10-Q
Quarter Ended August 1, 2026
Table
of Contents
Page No.
PART
I – FINANCIAL INFORMATION
(UNAUDITED)
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Statements of Income and Comprehensive Income
2
For the Three Months and Six Months Ended August
1, 2026 and August 2, 2025
Condensed Consolidated Balance Sheets
3
At August 1, 2026 and January 31, 2026
Condensed Consolidated Statements of Cash Flows
4
For the Six Months Ended August 1, 2026 and August
2, 2025
Condensed Consolidated Statements of Stockholders’ Equity
5 – 6
For the Three Months and Six Months Ended August
1, 2026 and August 2, 2025
Notes to Condensed Consolidated Financial Statements
7 – 23
Item 2.
Management’s Discussion and Analysis
of Financial Condition and
Results of Operations
24 – 30
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
31
Item 4.
Controls and Procedures
31
PART
II – OTHER INFORMATION
Item 1.
Legal Proceedings
32
Item 1A.
Risk Factors
32
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
32
Item 3.
Defaults Upon Senior Securities
32
Item 4.
Mine Safety Disclosures
33
Item 5.
Other Information
33
Item 6.
Exhibits
33
Signatures
34
2
PART
I FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME AND
COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
Six
Months Ended
August 1, 2026
August 2, 2025
August 1, 2026
August 2, 2025
(Dollars in thousands, except per share data)
REVENUES
Retail sales
$
163,902
$
174,653
$
333,312
$
343,072
Other revenue (principally finance charges, late fees and
layaway charges)
1,599
1,856
3,293
3,679
Total revenues
165,501
176,509
336,605
346,751
COSTS AND EXPENSES, NET
Cost of goods sold (exclusive of depreciation shown
below)
110,180
111,467
216,520
220,784
Selling, general and administrative (exclusive of
depreciation
shown below)
54,047
57,371
107,977
112,696
Depreciation
2,246
2,525
4,482
5,089
Interest and other income, net
(2,268)
(1,393)
(3,501)
(2,594)
Costs and expenses, net
164,205
169,970
325,478
335,975
Income before income taxes
1,296
6,539
11,127
10,776
Income tax expense (benefit)
147
(293)
669
635
Net income
$
1,149
$
6,832
$
10,458
$
10,141
Basic earnings per share
$
0.06
$
0.35
$
0.53
$
0.51
Diluted earnings per share
$
0.06
$
0.35
$
0.53
$
0.51
Comprehensive income:
Net income
$
1,149
$
6,832
$
10,458
$
10,141
Net unrealized gain (loss) on available-for-sale securities, net of
deferred income taxes of $
0
for each of the three and six months
ended August 1, 2026 and August 2, 2025, respectively
(231)
68
(491)
106
Comprehensive income
$
918
$
6,900
$
9,967
$
10,247
See notes to condensed consolidated financial statements (unaudited).
3
THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
August 1, 2026
January 31, 2026
(Dollars in thousands, except per share data)
ASSETS
Current Assets:
Cash and cash equivalents
$
35,115
$
16,788
Short-term investments
58,650
56,859
Restricted cash
2,675
2,675
Accounts receivable, net of allowance for customer credit losses of
$
690
and $
682
at August 1, 2026 and January 31, 2026, respectively
20,459
25,462
Merchandise inventories
82,487
83,696
Prepaid expenses and other current assets
9,077
7,787
Total Current Assets
208,463
193,267
Property and equipment – net
51,730
53,748
Other assets
20,942
20,471
Right-of-Use assets – net
142,303
153,933
Total Assets
$
423,438
$
421,419
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
$
73,758
$
64,958
Accrued expenses
31,830
37,101
Accrued bonus and benefits
-
326
Accrued income taxes
52
-
Current lease liability
47,835
53,507
Total Current Liabilities
153,475
155,892
Other noncurrent liabilities
11,264
11,272
Lease liability
90,794
96,941
Commitments and contingencies (Note 10)
-
-
Stockholders' Equity:
Preferred stock, $
100
par value per share,
100,000
shares
authorized,
none
issued
-
-
Class A common stock, $
0.033
par value per share,
50,000,000
shares authorized;
18,148,297
shares and
17,976,854
shares
issued at August 1, 2026 and January 31, 2026, respectively
613
608
Convertible Class B common stock, $
0.033
par value per share,
15,000,000
shares authorized;
1,763,652
shares
issued at August 1, 2026 and January 31, 2026
59
59
Additional paid-in capital
132,384
131,347
Retained earnings
35,066
25,026
Accumulated other comprehensive income (loss)
(217)
274
Total Stockholders' Equity
167,905
157,314
Total Liabilities and Stockholders' Equity
$
423,438
$
421,419
See notes to condensed consolidated financial statements (unaudited).
4
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(UNAUDITED)
Six Months Ended
August 1, 2026
August 2, 2025
(Dollars in thousands)
Operating Activities:
Net income
$
10,458
$
10,141
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation
4,482
5,089
Provision for customer credit losses
414
442
Premium amortization and discount accretion on investments
(94)
(464)
Gain on sale of assets held for investment
-
(34)
Share-based compensation
972
587
Gain on disposal of property and equipment
(13)
(37)
Changes in operating assets and liabilities which provided
(used) cash:
Accounts receivable
3,853
(2,054)
Merchandise inventories
1,209
13,466
Prepaid and other assets
(1,761)
(1,756)
Operating lease right-of-use assets and liabilities
(189)
(357)
Accounts payable, accrued expenses and other liabilities
3,206
(9,383)
Net cash provided by operating activities
22,537
15,640
Investing Activities:
Expenditures for property and equipment
(2,410)
(2,362)
Purchase of short-term investments
(15,963)
(12,906)
Sales of short-term investments
13,774
14,349
Sales of other assets
-
34
Proceeds from life insurance policy
738
-
Net cash used in investing activities
(3,861)
(885)
Financing Activities:
Repurchase of common stock
(422)
(995)
Proceeds from employee stock purchase plan
73
62
Net cash used in financing activities
(349)
(933)
Net increase in cash, cash equivalents, and restricted cash
18,327
13,822
Cash, cash equivalents, and restricted cash at beginning of period
19,463
23,078
Cash, cash equivalents, and restricted cash at end of period
$
37,790
$
36,900
Non-cash activity:
Accrued other assets and property and equipment expenditures
$
379
$
334
See notes to condensed consolidated financial statements (unaudited).
5
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income (Loss)
Equity
(Dollars in thousands, except per share data)
Balance — January 31, 2026
$
667
$
131,347
$
25,026
$
274
$
157,314
Comprehensive income:
Net income
-
-
9,309
-
9,309
Unrealized net loss on available-for-sale securities, net of
deferred income tax benefit of $
0
-
-
-
(260)
(260)
Class A common stock sold through employee stock purchase
plan
1
88
-
-
89
Share-based compensation issuances and exercises
10
(10)
-
-
-
Share-based compensation expense
-
564
-
-
564
Repurchase and retirement of treasury shares
(4)
-
(307)
-
(311)
Balance — May 2, 2026
$
674
$
131,989
$
34,028
$
14
$
166,705
Comprehensive income:
Net income
-
-
1,149
-
1,149
Unrealized net loss on available-for-sale securities, net of
deferred income tax benefit of $
0
-
-
-
(231)
(231)
Share-based compensation issuances and exercises
(1)
-
-
-
(1)
Share-based compensation expense
-
395
-
-
395
Repurchase and retirement of treasury shares
(1)
-
(111)
-
(112)
Balance — August 1, 2026
$
672
$
132,384
$
35,066
$
(217)
$
167,905
See notes to condensed consolidated financial statements (unaudited).
6
THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
(Dollars in thousands, except per share data)
Balance — February 1, 2025
$
678
$
129,530
$
31,935
$
153
$
162,296
Comprehensive income:
Net income
-
-
3,309
-
3,309
Unrealized net gain on available-for-sale securities, net of
deferred income tax benefit of $
0
-
-
-
38
38
Class A common stock sold through employee stock purchase
plan
-
72
-
-
72
Other
-
-
(73)
-
(73)
Share-based compensation issuances and exercises
(2)
-
-
-
(2)
Share-based compensation expense
-
184
-
-
184
Repurchase and retirement of treasury shares
(10)
-
(897)
-
(907)
Balance — May 3, 2025
$
666
$
129,786
$
34,274
$
191
$
164,917
Comprehensive income:
Net income
-
-
6,832
-
6,832
Unrealized net gain on available-for-sale securities, net of
deferred income tax benefit of $
0
-
-
-
68
68
Other
-
-
30
-
30
Share-based compensation expense
-
394
-
-
394
Repurchase and retirement of treasury shares
-
-
(60)
-
(60)
Balance — August 2, 2025
$
666
$
130,180
$
41,076
$
259
$
172,181
See notes to condensed consolidated financial statements (unaudited).
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7
NOTE 1 - GENERAL
:
The condensed
consolidated financial
statements as
of August
1, 2026
and for
the three
and six
months
ended August
1, 2026
and August
2, 2025
have been
prepared from
the accounting
records of
The Cato
Corporation and
its wholly-owned
subsidiaries (the
“Company”), and
all amounts
shown are
unaudited.
In the
opinion of
management, all
adjustments considered
necessary for
a fair
statement of
the financial
statements have
been included.
All such
adjustments are
of a
normal, recurring
nature unless
otherwise
noted.
The results of the interim periods may not be indicative of the results expected
for the entire year.
The interim financial
statements should be read
in conjunction with
the consolidated financial statements
and
notes
thereto,
included
in
the
Company’s
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
January 31,
2026.
Amounts as
of January 31,
2026 have been
derived from the
audited annual
financial
statements, but
do not
include all
disclosures required by
accounting principles
generally accepted in
the
United States of America.
In
February
2026,
the
U.S.
Supreme
Court
issued
a
ruling
that
tariffs
imposed
under
the
International
Emergency
Economic
Powers
Act
(“IEEPA”)
on
goods
imported
into
the
United
States
were
unauthorized,
effectively
invalidating
IEEPA
tariffs.
In
April
2026,
following
the
Supreme
Court’s
invalidation
of
the
IEEPA
tariffs
and
the
establishment
of
procedures
for
processing
tariff
refunds,
the
Company submitted a refund claim and recorded a $
5.7
million reduction in cost of goods sold in the first
quarter of fiscal 2026. During the second quarter of fiscal 2026, the Company received full payment of its
tariff refund claim.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8
NOTE 2 - EARNINGS PER SHARE:
Accounting Standard Codification (“ASC”) 260 –
Earnings Per Share
requires dual presentation of basic and
diluted Earnings Per Share
(“EPS”) on the face of
all income statements for
all entities with complex
capital
structures.
The Company has presented one basic EPS and one diluted EPS amount for all common shares in
the accompanying
Condensed Consolidated
Statements of
Income and
Comprehensive Income.
While the
Company’s certificate
of incorporation
provides the
right for
the Board of
Directors to
declare dividends
on
Class
A
shares
without
declaration
of
commensurate
dividends
on
Class
B
shares,
the
Company
has
historically paid the same dividends to both Class A and Class B shareholders and the
Board of Directors has
resolved to continue this practice.
Accordingly, the Company’s allocation of income for purposes of the EPS
computation is the same
for Class A and
Class B shares and
the EPS amounts reported
herein are applicable
to both Class A and Class B
shares.
Basic
EPS
is
computed
as
net
income
less
earnings
allocated
to
non-vested
equity
awards
divided
by
the
weighted average
number of
common shares
outstanding for
the period.
Diluted EPS
reflects the
potential
dilution
that
could
occur
from
common
shares
issuable
through
stock
options
and
the
Employee
Stock
Purchase Plan.
Three Months Ended
Six Months Ended
August 1, 2026
August 2, 2025
August 1, 2026
August 2, 2025
(Dollars in thousands, except per share data)
Numerator
Net earnings
$
1,149
$
6,832
$
10,458
$
10,141
Earnings allocated to non-vested equity awards
(53)
(319)
(483)
(531)
Net earnings available to common stockholders
$
1,096
$
6,513
$
9,975
$
9,610
Denominator
Basic weighted average common shares outstanding
19,000,182
18,809,364
18,909,337
18,747,100
Diluted weighted average common shares outstanding
19,000,182
18,809,364
18,909,337
18,747,100
Net income per common share
Basic earnings per share
$
0.06
$
0.35
$
0.53
$
0.51
Diluted earnings per share
$
0.06
$
0.35
$
0.53
$
0.51
Unvested restricted stock
excluded from
the calculation of
diluted EPS
was
926,511
and
915,221
shares for
the three and six month periods
ended August 1, 2026, respectively, and
922,075
and
1,036,914
shares for the
three and six
month periods ended
August 2, 2025,
respectively, because
the effect of
including them in
the
calculation of diluted EPS would have been
antidilutive.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9
NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME
(LOSS):
The
following
table
sets
forth
information
regarding
the
changes
in
Accumulated
other
comprehensive
income (loss) (in thousands) for the
three months ended August 1, 2026:
Changes in Accumulated Other
Comprehensive Income (Loss) (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at May 2, 2026
$
14
Other comprehensive loss before
reclassification
(231)
Amounts reclassified from accumulated
other comprehensive income
-
Net current-period other comprehensive loss
(231)
Ending Balance at August 1, 2026
$
(217)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
The
following
table
sets
forth
information
regarding
the
changes
in
Accumulated
other
comprehensive
income (loss) (in thousands) for the
six months ended August 1, 2026:
Changes in Accumulated Other
Comprehensive Income (Loss) (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at January 31, 2026
$
274
Other comprehensive loss before
reclassification
(491)
Amounts reclassified from accumulated
other comprehensive income
-
Net current-period other comprehensive loss
(491)
Ending Balance at August 1, 2026
$
(217)
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
10
NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME
(LOSS) (CONTINUED):
The
following
table
sets
forth
information
regarding
the
changes
in
Accumulated
other
comprehensive
income (in thousands) for the
three months ended August 2, 2025:
Changes in Accumulated Other
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at May 3, 2025
$
191
Other comprehensive income before
reclassification
68
Amounts reclassified from accumulated
other comprehensive income
-
Net current-period other comprehensive income
68
Ending Balance at August 2, 2025
$
259
(a) All amounts are net-of-tax.
The
following
table
sets
forth
information
regarding
the
changes
in
Accumulated
other
comprehensive
income (in thousands) for the
six months ended August 2, 2025:
Changes in Accumulated Other
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at February 1, 2025
$
153
Other comprehensive income before
reclassification
140
Amounts reclassified from accumulated
other comprehensive income (b)
(34)
Net current-period other comprehensive income
106
Ending Balance at August 2, 2025
$
259
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
(b) Includes $
34
impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on
available-for-sale securities. The tax impact of this reclassification was $
0
.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11
NOTE 4 – FINANCING ARRANGEMENTS:
On March
13,
2025, the
Company, as
borrower, and
certain
other domestic
subsidiaries, as
borrowers
and
guarantors, entered
into a
Credit Agreement
(the “ABL
Credit Agreement”)
and related
loan documents,
by
and
among
the
Company,
certain
other
of
the
Company’s
domestic
subsidiaries,
and
Wells
Fargo
Bank,
National Association,
as the
lender (the
“Lender”), to
establish an
asset-based revolving
credit facility
(the
“ABL
Facility”)
in
an
amount
up
to
$
35.0
million.
The
proceeds
from
the
ABL
Facility
may
be
used
to
provide funding for ongoing working capital
and general corporate purposes.
The
ABL
Credit
Agreement
is
committed
through
March 2028
and
is
secured
primarily
by
inventory
and
third-party
credit
card
receivables.
There
were
no
borrowings
outstanding
and
the
availability
under
the
facility
was
$
30.0
million
before
giving
effect
to
a
$
3.0
million
outstanding
letter
of
credit
that
reduced
borrowing availability
to $
27.0
million as
of August
1, 2026
and January
31, 2026.
The weighted
average
interest rate under the
credit facility was
zero
at August 1, 2026
and January 31, 2026
due to
no
outstanding
borrowings.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12
NOTE 5 – REPORTABLE SEGMENT INFORMATION:
The
Company
has
determined
that
it
has
four
operating
segments,
as
defined
under
ASC
280
Segment
Reporting
(“ASC 280”), including Cato, It’s
Fashion, Versona and Credit.
The Company has
two
reportable
segments: Retail
and Credit.
The Company
has aggregated
its
three
retail operating
segments, inclusive
of
the e-commerce activities of each retail operating segment, based on the aggregation criteria outlined in
ASC
280-10,
which states that two or more
operating segments may be aggregated into a
single reportable segment
if
aggregation
is
consistent
with
the
objective
and
basic
principles
of
ASC
280-10,
which
require
the
segments
to
have
similar
economic
characteristics,
products,
production
processes,
clients
and
methods
of
distribution.
The
Company’s
retail
operating
segments
have
similar
economic
characteristics
and
similar
operating,
financial and
competitive risks.
The products
sold in each
retail operating
segment are
similar in
nature, as
they
all
offer
women’s
apparel,
shoes
and
accessories.
Merchandise
inventory
of
the
Company’s
retail
operating
segments
is
sourced
from
the
same
countries
and
some
of
the
same
vendors,
using
similar
production processes.
Merchandise for the Company’s retail operating segments is distributed to retail stores
in
a
similar
manner
through
the
Company’s
single
distribution
center
and
is
subsequently
distributed
to
customers in a
similar manner. The
Company operates
its
women’s
fashion
specialty
retail
stores
in
31
states as of August 1, 2026, principally in the southeastern United States.
The Company offers its own credit card to its
customers and all credit authorizations, payment processing
and collection
efforts are
performed by
a wholly-owned
subsidiary of
the Company.
The Company
does
not allocate certain corporate expenses to the Credit segment.
The Company’s
President and
Chief Executive Officer
is the
Company’s chief
operating decision
maker
(“CODM”).
The
structure described
above reflects
the
manner in
which
the
CODM regularly
assesses
information
for
decision-making
purposes,
including
the
allocation
of
resources.
The
Company
also
provides corporate
services, including
finance, information
technology,
and corporate
administration, to
its segments which are fully allocated to the retail segment. Interest and other income from assets held for
investment and sale are
not included in assessing
the segments’ performance and,
therefore, not allocated
to either segment.
The
CODM
manages
and
evaluates
the
segments’
operating
performance
based
on
segment
sales,
expenses,
and
segment
income
before
income
taxes
as
presented
in
the
Company’s
annual
budget
and
forecasting process,
as well
as
monthly analyses
of budget-to-actual
and prior
year variances.
Segment
expenses
and
other
items
primarily
include
cost
of
goods
sold,
selling,
general
and
administrative
expenses,
depreciation
and
interest
and
other
income.
Assessment
and
approval
of
all
capital
expenditures are determined to be in support of and based on the needs of the retail segment; however, the
CODM
does
not
evaluate
performance
or
allocate
resources
based
on
segment
asset
balances
and,
therefore,
total
segment
assets
are
not
presented
in
the
tables
below.
The
measure
of
segment
assets
is
reported on the balance sheet as total consolidated assets.
The accounting
policies of
the segments
are the
same as
those described
in the
Summary of
Significant
Accounting Policies in Note 1 of the consolidated financial statements included in the Company’s Annual
Report on Form 10-K for the fiscal year ended January 31, 2026.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
13
NOTE 5 – REPORTABLE SEGMENT INFORMATION
(CONTINUED):
The following schedule summarizes certain segment information (in
thousands):
Three Months Ended
August 1, 2026
Retail
Credit
Total
Revenues
$
164,850
$
651
$
165,501
Cost of goods sold (a)
110,180
-
110,180
Selling, general, and administrative (b)
39,099
423
39,522
Corporate overhead
14,525
-
14,525
Depreciation
2,246
-
2,246
Interest and other income, net
(88)
(266)
(354)
Segment income (loss) before income taxes
$
(1,112)
$
494
$
(618)
Corporate interest and other income
(1,914)
Income before income taxes
$
1,296
Capital expenditures
$
1,343
$
-
$
1,343
Six Months Ended
August 1, 2026
Retail
Credit
Total
Revenues
$
335,289
$
1,316
$
336,605
Cost of goods sold (a)
216,520
-
216,520
Selling, general, and administrative (b)
77,816
820
78,636
Corporate overhead
29,341
-
29,341
Depreciation
4,482
-
4,482
Interest and other income, net
(173)
(538)
(711)
Segment income before income taxes
$
7,303
$
1,034
$
8,337
Corporate interest and other income
(2,790)
Income before income taxes
$
11,127
Capital expenditures
$
2,410
$
-
$
2,410
(a) Cost of goods sold includes merchandise costs, net of discounts and allowances, buying costs, distribution
costs, occupancy costs, freight, and inventory shrinkage. Net merchandise costs and in-bound freight are
capitalized as inventory costs. Buying and distribution costs include payroll, payroll-related costs and
operating expenses for the buying departments and distribution center. Occupancy costs include rent, real
estate taxes, insurance, common area maintenance, utilities and maintenance for stores and distribution
facilities.
(b) Selling, general, and administrative expense include corporate and store payroll, related payroll taxes and
benefits, insurance, supplies, advertising, bank and credit card processing fees.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
14
NOTE 5 – REPORTABLE SEGMENT INFORMATION
(CONTINUED):
Three Months Ended
August 2, 2025
Retail
Credit
Total
Revenues
$
175,856
$
653
$
176,509
Cost of goods sold (a)
111,467
-
111,467
Selling, general, and administrative (b)
40,130
414
40,544
Corporate overhead
16,827
-
16,827
Depreciation
2,525
-
2,525
Interest and other income, net
(89)
(288)
(377)
Segment income before income taxes
$
4,996
$
527
$
5,523
Corporate interest and other income
(1,016)
Income before income taxes
$
6,539
Capital expenditures
$
1,343
$
-
$
1,343
Six Months Ended
August 2, 2025
Retail
Credit
Total
Revenues
$
345,433
$
1,318
$
346,751
Cost of goods sold (a)
220,784
-
220,784
Selling, general, and administrative (b)
79,289
801
80,090
Corporate overhead
32,606
-
32,606
Depreciation
5,089
-
5,089
Interest and other income, net
(192)
(592)
(784)
Segment income before income taxes
$
7,857
$
1,109
$
8,966
Corporate interest and other income
(1,810)
Income before income taxes
$
10,776
Capital expenditures
$
2,362
$
-
$
2,362
(a) Cost of goods sold includes merchandise costs, net of discounts and allowances, buying costs, distribution
costs, occupancy costs, freight, and inventory shrinkage. Net merchandise costs and in-bound freight are
capitalized as inventory costs. Buying and distribution costs include payroll, payroll-related costs and
operating expenses for the buying departments and distribution center. Occupancy costs include rent, real
estate taxes, insurance, common area maintenance, utilities and maintenance for stores and distribution
facilities.
(b) Selling, general, and administrative expense include corporate and store payroll, related payroll taxes and
benefits, insurance, supplies, advertising, bank and credit card processing fees.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
15
NOTE 6 – STOCK-BASED COMPENSATION:
As of August
1, 2026, the
Company’s 2018 Incentive
Compensation Plan
allows for the
granting of various
forms of equity-based awards,
including restricted stock
and stock options for
grant to officers, directors
and
key employees.
The
following
table
presents
the
number
of
options
and
shares
of
restricted
stock
initially
authorized
and
available for grant under this plan as
of August 1, 2026:
2018
Plan
Options and/or restricted stock initially authorized
4,725,000
Options and/or restricted stock available for grant
2,574,134
In
accordance
with
ASC
718
Compensation–Stock
Compensation
,
the
fair
value
of
current
restricted
stock awards
is estimated
on the
date of
grant based
on the
market price
of the
Company’s
stock and
is
amortized to compensation expense on a straight-line basis
over the related vesting periods. As of
August
1, 2026
and January
31, 2026,
there was
$
3,644,000
and $
4,064,000
, respectively,
of total
unrecognized
compensation
expense
related
to
unvested
restricted
stock
awards,
which
had
a
remaining
weighted-
average vesting
period
of
1.8
years
and
1.4
years,
respectively.
The
total
compensation expense
during
the three and
six months ended
August 1, 2026
was $
395,000
and $
959,000
, respectively,
compared to a
total
compensation
expense
of
$
394,000
and
$
578,000
for
the
three
and
six
months
ended
August
2,
2025,
respectively.
This
compensation
activity
is
classified
as
a
component
of
Selling,
general
and
administrative expenses in the Condensed Consolidated Statements of Income.
The following summary
shows the changes
in the number
of shares of
unvested restricted stock
outstanding
during
the six months ended
August
1, 2026:
Weighted Average
Number of
Grant Date Fair
Shares
Value
Per Share
Restricted stock awards at January 31, 2026
905,052
$
8.06
Granted
298,494
2.88
Vested
(269,829)
11.45
Forfeited or expired
(11,584)
6.03
Restricted stock awards at August 1, 2026
922,133
$
5.42
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
16
NOTE 6 – STOCK BASED-COMPENSATION (CONTINUED):
The
Company’s
Employee
Stock
Purchase
Plan
allows
eligible
full-time
employees
to
purchase
a
limited
number of
shares
of the
Company’s
Class
A
Common Stock
during each
semi-annual offering
period
at
a
15
% discount through payroll
deductions. During the
six months ended August
1, 2026 and August
2, 2025,
the
Company
sold
31,503
and
21,736
shares
to
employees
at
an
average
discount
of
$
0.43
and
$
0.50
per
share, respectively, under
the Employee Stock
Purchase Plan. The
compensation expense recognized
for the
15
% discount
given under
the Employee
Stock Purchase
Plan was
approximately $
13,000
and $
11,000
for
the six
months ended
August 1,
2026 and
August 2,
2025, respectively.
These expenses
are classified
as a
component
of
Selling,
general
and
administrative
expenses
in
the
Condensed
Consolidated
Statements
of
Income.
NOTE 7
– FAIR VALUE MEASUREMENTS:
The following
tables
set forth
information regarding
the
Company’s financial
assets and
liabilities that
are
measured at fair value (in thousands)
as of August 1, 2026 and
January 31, 2026:
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
August 1, 2026
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
Corporate Bonds
$
58,650
$
-
$
58,650
$
-
Cash Surrender Value of Life Insurance
9,982
-
-
9,982
Total Assets
$
68,632
$
-
$
58,650
$
9,982
Liabilities:
Deferred Compensation
$
(8,289)
$
-
$
-
$
(8,289)
Total Liabilities
$
(8,289)
$
-
$
-
$
(8,289)
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
17
NOTE 7
– FAIR VALUE MEASUREMENTS
(CONTINUED):
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
January 31, 2026
Assets
Inputs
Inputs
Description
Level 1
Level 2
Level 3
Assets:
Corporate Bonds
54,822
-
54,822
-
U.S. Treasury/Agencies Notes and Bonds
2,037
-
2,037
-
Cash Surrender Value of Life Insurance
9,693
-
-
9,693
Total Assets
$
66,552
$
-
$
56,859
$
9,693
Liabilities:
Deferred Compensation
$
(8,383)
$
-
$
-
$
(8,383)
Total Liabilities
$
(8,383)
$
-
$
-
$
(8,383)
The
Company’s investment
portfolio
was
primarily invested
in
corporate bonds
held in
managed accounts
with underlying
ratings of
A or
better at
August 1,
2026.
The corporate
bonds have
contractual maturities
which range from
two days
to
2.7
years.
Additionally,
at
August 1,
2026, the
Company had
deferred
compensation plan
assets of
$
10.0
million.
At
January
31,
2026,
the
Company
had
deferred
compensation
plan
assets
of
$
9.7
million.
These
assets
are
recorded within Other assets in the Condensed
Consolidated Balance Sheets.
Level 2 investment securities at
August 1, 2026 include
corporate bonds for which
quoted prices may not
be
available on active exchanges for identical
instruments.
Their fair value is principally based on market
values
determined by management with the assistance
of a third-party pricing service.
Since quoted prices in active
markets
for
identical
assets
are
not
available,
these
prices
are
determined
by
the
pricing
service
using
observable market information such as quotes from less active markets and/or quoted prices of securities with
similar characteristics, among other factors.
Deferred compensation plan
assets consist of
life insurance policies.
These life insurance
policies are valued
based on the cash surrender value of the insurance contract, which is determined based on
such factors as the
fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3
of the
valuation
hierarchy.
The
Level
3
liability
associated
with
the
life
insurance
policies
represents
a
deferred
compensation obligation,
the value
of which
is tracked
via underlying
insurance funds’
net asset
values, as
recorded
in
Other
noncurrent
liabilities
in
the
Condensed
Consolidated
Balance
Sheets.
These
funds
are
designed to mirror mutual funds and money
market funds that are observable and
actively traded.
The
following
tables
summarize
the
change
in
fair
value
of
the
Company’s
financial
assets
and
liabilities
measured using Level 3 inputs for the six months ended August 1, 2026 and the year ended January
31, 2026
(in thousands):
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
18
NOTE 7
– FAIR VALUE MEASUREMENTS
(CONTINUED):
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Beginning Balance at January 31, 2026
$
9,693
Redemptions
-
Additions
-
Total gains or (losses):
Included in interest and other income, net (or
changes in net assets)
289
Ending Balance at August 1, 2026
$
9,982
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred Compensation
Beginning Balance at January 31, 2026
$
(8,383)
Redemptions
548
Additions
(111)
Total (gains) or losses:
Included in interest and other income, net (or
changes in net assets)
(343)
Ending Balance at August 1, 2026
$
(8,289)
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
19
NOTE 7
– FAIR VALUE MEASUREMENTS
(CONTINUED):
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Beginning Balance at February 1, 2025
$
9,301
Redemptions
(365)
Additions
-
Total gains or (losses):
Included in interest and other income, net (or
changes in net assets)
757
Ending Balance at January 31, 2026
$
9,693
Fair Value
Measurements Using
Significant Unobservable
Liability Inputs (Level 3)
Deferred Compensation
Beginning Balance at February 1, 2025
$
(8,548)
Redemptions
1,246
Additions
(206)
Total (gains) or losses:
Included in interest and other income, net (or
changes in net assets)
(875)
Ending Balance at January 31, 2026
$
(8,383)
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
20
NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:
In
September
2025,
the
FASB
issued
ASU
2025-06,
Intangibles
Goodwill
and
Other
Internal-Use
Software (Subtopic
350-40) – Targeted
Improvements to
the Accounting for
Internal-Use Software
(ASU
2025-06). The
FASB
issued ASU
2025-06 to
modernize the
accounting for
costs related
to internal-use
software to better align with how software
is developed and to clarify the threshold
to be applied to begin
capitalizing
costs.
ASU
2025-06
is
effective
for
our
annual
and
quarterly
reporting
periods
beginning
January
30,
2028.
Early
adoption
is
permitted.
The
Company is
currently
assessing
the
impact
that
the
adoption of ASU 2025-06 will have on our consolidated financial statements.
In
November
2024,
the
FASB
issued
ASU
2024-03,
Income
Statement
Reporting
Comprehensive
Income
Expense Disaggregation
Disclosures
(Subtopic 220-40):
Disaggregation
of
Income Statement
Expenses
,
which
requires
public
entities
to
disclose,
on
an
annual
and
interim
basis,
disaggregated
information
in
the
footnotes
about
specified
information
related
to
certain
costs
and
expenses.
This
guidance
is
effective
for
annual
periods
beginning
after
December
15,
2026,
and
interim
periods
beginning
after
December
15,
2027,
with
early
adoption
permitted.
The
Company
is
currently
in
the
process of
evaluating the
potential impact
of adoption
of this
new guidance
on its
consolidated financial
statements and related disclosures.
NOTE 9 – INCOME TAXES:
The
Company had
an
effective
tax
rate
for
the
first
six
months of
fiscal
2026 of
6.0
%
compared to
an
effective
tax
rate
of
5.9
%
for
the
first
six
months
of
fiscal
2025.
Income
tax
expense
for
the
first
six
months
increased
to
$
0.7
million
in
fiscal
2026
from
$
0.6
million
in
fiscal
2025.
The
increase
in
tax
expense
is
due
to
the
non-recurring
prior
year
favorable
adjustment
to
the
federal
net
operating
loss
carryback
claim
as
a
result
of
the
Coronavirus
Aid,
Relief
and
Economic
Security
Act
(CARES
Act),
partially offset by lower foreign and state income taxes.
During
the
second
quarter
of
fiscal
2026,
the
Company
received
a
$
5.6
million
payment
for
the
outstanding balance of its income tax refund receivable due from
the IRS.
NOTE 10 – COMMITMENTS AND CONTINGENCIES:
The Company is, from time to time, involved in routine litigation incidental to the conduct of its business,
including
litigation
regarding
the
merchandise
that
it
sells,
litigation
regarding
intellectual
property,
litigation instituted
by persons
injured upon
premises under
its control,
litigation with
respect to
various
employment
matters,
including
alleged
discrimination and
wage
and
hour
litigation,
and
litigation
with
present or former employees.
Although such
litigation is
routine and
incidental to
the conduct
of the
Company’s business,
as with
any
business
of
its
size
with
a
significant
number
of
employees
and
significant
merchandise
sales,
such
litigation could
result in
large
monetary awards.
Based on
information currently
available, management
does
not
believe
that
any
reasonably
possible
losses
arising
from current
pending litigation
will
have
a
material adverse
effect
on its
condensed consolidated
financial statements.
However,
given the
inherent
uncertainties
involved
in
such
matters,
an
adverse
outcome
in
one
or
more
of
such
matters
could
materially and adversely affect the Company’s
financial condition, results of operations and cash flows in
any
particular
reporting
period.
The
Company
accrues
for
these
matters
when
the
liability
is
deemed
probable and reasonably estimable.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
21
NOTE 11 – REVENUE RECOGNITION:
The
Company
recognizes
sales
at
the
point
of
purchase
when
the
customer
takes
possession
of
the
merchandise
and
pays
for
the
purchase,
generally
with
cash
or
credit.
Sales
from
purchases
made
with
Cato
credit,
gift
cards
and
layaway
sales
from
stores
are
also
recorded
when
the
customer
takes
possession of
the merchandise. E-commerce
sales are
recorded when the
risk of
loss is
transferred to the
customer.
Gift cards
are recorded
as deferred
revenue until they
are redeemed
or forfeited.
Gift cards
do
not have expiration dates. Layaway transactions are recorded as
deferred revenue until the customer takes
possession or
forfeits the
merchandise. A
provision is
made for
estimated merchandise
returns based
on
sales
volumes
and
the
Company’s
experience;
actual
returns
have
not
varied
materially
from
historical
amounts.
A
provision
is
made
for
estimated
write-offs
associated
with
sales
made
with
the
Company’s
proprietary
credit
card.
In
addition,
a
provision
is
made
for
estimated
rewards
cards
issued
to
customers based on their purchases with the Company’s propriety credit
card.
The rewards cards
issued by the Company have a 90-day expiration.
Amounts related to shipping and handling billed to
customers in
a sales
transaction are
classified as
Other revenue
and the
costs related
to shipping
product
to customers (billed and accrued) are classified as Cost of goods sold.
The Company
offers its
own proprietary
credit card
to customers.
All credit
activity is
performed by
the
Company’s
wholly-owned
subsidiaries.
None
of
the
credit
card
receivables
are
secured.
The
Company
estimated customer credit losses
of $
206,000
and $
414,000
for the three
and six months
ended August 1,
2026,
respectively,
compared
to
$
227,000
and
$
442,000
for
the
three
and
six
months
ended
August
2,
2025,
respectively.
Sales
purchased
on
the
Company’s
proprietary
credit
card
for
the
three
and
six
months
ended
August
1,
2026
were
$
5.1
million
and
$
10.3
million,
respectively,
compared
to
$
5.7
million and $
11.1
million for the three and six months ended August 2, 2025, respectively.
The
following
table
provides
information
about
receivables
and
contract
liabilities
from
contracts
with
customers (in thousands):
Balance as of
August 1, 2026
January 31, 2026
Proprietary Credit Card Receivables, net
$
10,310
$
10,711
Gift Card Liability
$
5,623
$
7,475
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
22
NOTE 12 – LEASES:
The
Company determines
whether
an
arrangement is
a
lease
at
inception.
The
Company
has
operating
leases
for
stores,
offices,
warehouse
space
and
equipment.
Its
leases
have
remaining
lease
terms
of
one year
to
10 years
,
some
of
which
include
options
to
extend
the
lease
term
for
up to five years
,
and
some
of
which
include
options
to
terminate
the
lease
within one year
.
The
Company
considers
these
options
in
determining
the
lease
term
used
to
establish
its
right-of-use
assets
and
lease
liabilities.
The
Company’s lease
agreements do not
contain any material residual
value guarantees or material
restrictive
covenants.
As
most
of
the
Company’s
leases
do
not
provide
an
implicit
rate,
the
Company
uses
its
estimated
incremental
borrowing
rate
based
on
the
information
available
at
commencement
date
of
the
lease
in
determining the present value of lease payments.
The components of lease cost are shown below (in thousands):
Three Months Ended
August 1, 2026
August 2, 2025
Operating lease cost
$
16,477
$
16,496
Variable
lease cost (a)
$
292
$
420
(a) Primarily related to monthly percentage rent for stores not presented on the balance sheet.
Six Months Ended
August 1, 2026
August 2, 2025
Operating lease cost
$
32,796
$
33,084
Variable
lease cost (a)
$
811
$
858
(a) Primarily related to monthly percentage rent for stores not presented on the balance sheet.
THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
23
NOTE 12 – LEASES (CONTINUED:
Supplemental cash flow
information and non-cash
activity related to
the Company’s
operating leases are
as follows (in thousands):
Operating cash flow information:
Three Months Ended
August 1, 2026
August 2, 2025
Cash paid for amounts included in the measurement of lease liabilities
$
14,443
$
14,829
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations, net of rent violations
$
7,837
$
12,224
Six Months Ended
August 1, 2026
August 2, 2025
Cash paid for amounts included in the measurement of lease liabilities
$
28,382
$
29,363
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations, net of rent violations
$
16,673
$
13,430
Weighted-average
remaining
lease
term
and
discount
rate
for
the
Company’s
operating
leases
are
as
follows:
As of
August 1, 2026
August 2, 2025
Weighted-average remaining lease term
2.1
years
2.1
years
Weighted-average discount rate
6.21%
5.92%
As of August 1,
2026, the maturities
of lease liabilities by
fiscal year for
the Company’s
operating leases
are as follows (in thousands):
Fiscal Year
2026 (a)
$
31,232
2027
50,042
2028
35,059
2029
22,799
2030
13,042
Thereafter
4,835
Total lease payments
157,009
Less: Imputed interest
18,380
Present value of lease liabilities
$
138,629
(a) Excluding the six months ended August 1, 2026
24
THE CATO CORPORATION
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION:
The
following
information
should
be
read
along
with
the
unaudited
Condensed
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-Q
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
ending
January
30,
2027
(“fiscal
2026”)
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 public
health threats and
related responses and
mitigation efforts, as well as the potential impact of supply chain disruptions, extreme weather conditions,
tariffs
and
other
trade
policies,
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
risks
or
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
threats
and
uncertainties,
war
or
similar
hostilities
and
their
collateral
effects,
levels
of
unemployment,
fuel,
energy
and
food
costs,
inflation,
wage
rates,
tax
rates,
tariff
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, taxes
and customs enforcement;
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
open
new
stores
in
attractive
locations
and
the
ability
of
any
such
new
stores
to
grow
and
perform
as
expected;
underperformance
or
other
factors
that
may
lead
to
a
continuation or acceleration
of store
closures and negatively
affect the
Company’s profitability,
financial
condition
or
prospects;
adverse
weather,
public
health
threats,
acts
of
war
or
aggression
or
similar
conditions and
related consequences 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
Annual Report on Form 10-K
for
the
fiscal
year
ended
January
31,
2026
(“fiscal
2025”),
as
amended
or
supplemented,
and
in
other
reports
we file
with or
furnish to
the
Securities and
Exchange Commission
(“SEC”) from
time
to
time.
We
do
not
undertake,
and
expressly
decline,
any
obligation
to
update
any
such
forward-looking
information contained in this report, whether as a result of new information,
future events, or otherwise.
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
25
CRITICAL ACCOUNTING POLICIES AND ESTIMATES:
The
Company’s
critical
accounting
policies
and
estimates
are
more
fully
described
in
“Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations”
in
Part
II,
Item
7
in
the
Company’s Annual Report on
Form 10-K for the
fiscal year ended January
31, 2026. The preparation
of the
Company’s
financial
statements in
conformity
with
generally
accepted accounting
principles in
the
United
States (“GAAP”) requires management to make estimates and assumptions about future events that affect the
amounts reported in the
financial statements and accompanying
notes. Future events
and their effects cannot
be
determined
with
absolute
certainty.
Therefore,
the
determination
of
estimates
requires
the
exercise
of
judgment. Actual results
inevitably will differ
from those estimates,
and such differences
may be material
to
the
financial
statements.
The
most
significant
accounting
estimates
inherent
in
the
preparation
of
the
Company’s financial
statements include
the calculation
of potential
asset impairment,
income tax
valuation
allowances,
reserves
relating
to
self-insured
health
insurance,
workers’
compensation,
general
and
auto
insurance
liabilities,
uncertain
tax
positions,
the
allowance
for
customer
credit
losses,
and
inventory
shrinkage.
The Company’s critical accounting policies and
estimates are discussed with the Audit Committee.
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
26
RESULTS OF OPERATIONS:
The following table sets forth, for the periods indicated, certain items in
the Company's unaudited Condensed
Consolidated Statements of Income as a
percentage of total retail sales:
Three Months Ended
Six Months Ended
August 1, 2026
August 2, 2025
August 1, 2026
August 2, 2025
Total retail sales
100.0
%
100.0
%
100.0
%
100.0
%
Other revenue
1.0
1.1
1.0
1.1
Total revenues
101.0
101.1
101.0
101.1
Cost of goods sold (exclusive of
depreciation)
67.2
63.8
65.0
64.4
Selling, general and administrative
(exclusive of depreciation)
33.0
32.8
32.4
32.8
Depreciation
1.4
1.4
1.3
1.5
Interest and other income
(1.4)
(0.8)
(1.1)
(0.8)
Income before income taxes
0.8
3.7
3.3
3.1
Net income
0.7
3.9
3.1
3.0
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
27
RESULTS OF OPERATIONS
(CONTINUED):
Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
(“MD&A”)
is
intended
to
provide
information
to
assist
readers
in
better
understanding
and
evaluating
our
financial
condition and results of
operations. We recommend reading
this MD&A in conjunction
with our Condensed
Consolidated Financial
Statements and
the Notes
to those
statements included in
the “Financial
Statements”
section of this Quarterly Report on
Form 10-Q, as well as our Annual Report
on Form 10-K for fiscal 2025.
Recent Developments
Pricing Pressures
Our
second
quarter
results
were
negatively
impacted
by
the
continued
pressure
on
our
customers’
discretionary income.
Higher fuel prices,
persistent inflation
and ongoing
elevated interest rates
continue to
exert downward
pressure on
our customers’
discretionary income,
which we
believe will
continue to
make
our customers
more cautious
with their
discretionary spending
into the
foreseeable future.
In addition,
our
ability to
pass through
cost increases
caused by
rising fuel
prices, potential
increased tariffs
or other
factors
will be limited due in part
to the pressure on our
customers’ discretionary spending.
Tariff
Pressures
On
July
24,
2026,
the
Office
of
the
U.S.
Trade
Representative (“USTR”)
imposed
tariffs
ranging
from
10%
to
12.5%
under
Section
301
of
the
Trade
Act
of
1974
on
various
countries,
including
countries
where a
significant portion
of our
products are
manufactured, following investigation
of these
countries’
efforts
to
prohibit
the
import
of
products
made
with
forced
labor.
The
USTR
is
conducting additional
investigations
regarding
excess
capacity,
which
could
also
result
in
increased
tariffs.
Although
it
currently
appears
that
the
production
of
garments,
shoes
and
handbags
are
not
being
targeted
by
these
additional investigations, that may change in the future.
Increased Customs Enforcement
On June 3, 2026, President Trump issued an executive order “Strengthening Customs Enforcement.”
The
executive order instructs
the Department of
Homeland Security and
U.S. Customs and
Border Protection
to
overhaul import
regulations, target
foreign
importers
of
record
and
raise
bonding
minimums, among
other
items.
As
a
result
of
this
executive
order,
containers
that
we
import
directly
and
containers
imported by
our suppliers
are being
subjected to
additional U.S.
Customs review
and inspections,
which
in some
cases are
resulting in
delays in
our receipt
of these
containers. These delays,
depending on
their
timing and duration,
could cause us
to take additional
markdowns due to
the seasonality of
our products.
These additional inspections and potential new regulations may
also cause additional compliance costs.
Comparison of the Three and Six
Months ended August 1, 2026
with August 2, 2025
Total retail sales
for the second
quarter were
$163.9 million
compared to last
year’s second
quarter sales
of
$174.7 million, a 6% decrease. The Company’s sales decreased in the second quarter of fiscal 2026 primarily
due to a
3.7% decrease in
same-store sales, as
well as stores
that were closed
in the past
12 months. For
the
six months
ended August
1, 2026,
total retail
sales were
$333.3 million
compared to
last year’s
comparable
six month sales of $343.1 million,
a 2.9%
decrease. The decrease in
sales in the first six months
of fiscal 2026
was due
primarily to
flat same-store
sales and
the impact
of store
closures.
Same-store sales
include stores
that have been open
more than 15 months.
Stores that have been
relocated or expanded are
also included in
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
28
the same-store sales
calculation after they
have been open
more than 15
months.
The method of
calculating
same-store
sales
varies across
the
retail industry.
As
a
result,
our
same-store
sales
calculation
may
not
be
comparable to similarly titled measures reported by other companies. E-commerce sales were less than 5% of
total
sales
for
the
six
months
ended
August
1,
2026
and
are
included
in
the
same-store
sales
calculation.
Total
revenues,
comprised
of
retail
sales
and
other
revenue
(principally
finance
charges
and
late
fees
on
customer accounts receivable and layaway fees), were $165.5 million and $336.6 million for the three
and six
months ended
August 1,
2026, compared
to $176.5
million and
$346.8 million
for the three
and six
months
ended
August
2,
2025,
respectively.
The
Company
operated
1,057
stores
at
August
1,
2026
compared
to
1,101
stores
at
the
end
of
last
fiscal
year’s
second
quarter.
For
the
first
six
months
of
fiscal
2026,
the
Company opened two new stores and closed 14 stores. The Company currently expects to open up to 10 new
stores and close approximately 50 stores
in fiscal 2026.
Other revenue, a component of total revenues, was $1.6 million and $3.3 million for the
three and six months
ended
August
1,
2026,
respectively,
compared
to
$1.9
million
and
$3.7
million
for
the
prior
year’s
comparable three
and six
month periods.
The decrease
in Other
revenue was
due to
lower layaway
income
and e-commerce shipping revenue
for the three and
six months ended August
1, 2026 compared to
the three
and six
months ended
August 2,
2025.
Included in
Other revenue
is credit
revenue of
$0.7 million,
which
represented
0.4%
of
total
revenues
in
the
second
quarter
of
fiscal
2026,
relatively
flat
both
in
dollars
and
percentage compared to fiscal 2025.
Credit revenue is comprised of interest earned on the Company’s private
label credit card
portfolio and related
fee income.
Related expenses principally
include payroll, postage
and
other administrative expenses
and totaled $0.4
million in the
second quarter of
fiscal 2026, compared
to last
year’s second quarter expense of $0.4 million.
Cost of
goods sold
was $110.2
million, or
67.2% of
retail sales
and $216.5
million, or
65.0% of retail
sales
for the
three and
six months
ended August
1, 2026,
respectively, compared
to $111.5
million, or
63.8% of
retail
sales and
$220.8
million,
or 64.4%
of retail
sales
for the
comparable three
and six
month
periods of
fiscal 2025.
The overall increase
in cost of
goods sold as
a percent of
retail sales for
the second quarter
and
first
six
months
of
fiscal
2026
versus
the
comparable
three
and
six
month
periods
of
fiscal
2025
resulted
primarily from increased
sales of marked
down goods and
deleveraging of our
occupancy costs. In
addition,
for the
six months
ended August
1, 2026,
cost of
goods sold
benefited from
an IEEPA
tariff refund,
which
reduced cost of
goods sold by $5.7
million, or 1.7%
of retail sales. Cost
of goods sold
includes merchandise
costs
(net
of
discounts
and
allowances),
buying
costs,
distribution
costs,
occupancy
costs,
freight
and
inventory shrinkage.
Net merchandise costs and
in-bound freight are capitalized
as inventory costs.
Buying
and
distribution
costs
include
payroll,
payroll-related
costs
and
operating
expenses
for
the
buying
departments and distribution center.
Occupancy costs include rent, real estate taxes, insurance, common area
maintenance, utilities and
maintenance for stores and
distribution facilities. Total gross
margin dollars (retail
sales less
cost of
goods sold
exclusive of
depreciation) decreased
by 15.0%
to $53.7
million for
the second
quarter
of
fiscal
2026
and
by
4.5%
to
$116.8
million
for
the
first
six
months
of
fiscal
2026,
compared
to
$63.2
million
and
$122.3
million
for
the
prior
year’s
comparable
three
and
six
months
of
fiscal
2025,
respectively.
Gross margin as presented may not be
comparable to those of other entities.
Selling, general and administrative (“SG&A”) expenses primarily include corporate and store payroll, related
payroll taxes and
benefits, insurance, supplies,
advertising, and bank
and credit card
processing fees. SG&A
expenses
were
$54.0
million,
or
33.0%
of
retail
sales
and
$108.0
million,
or
32.4%
of
retail
sales
for
the
second quarter and first six months of fiscal 2026, respectively, compared to $57.4 million, or
32.8% of retail
sales, and $112.7 million, or 32.8% of
retail sales for the prior year’s
comparable three and six month periods,
respectively.
The decrease in SG&A expenses for the
second quarter and first six months of fiscal
2026 was
primarily due to lower payroll costs and
equipment costs partially offset by
litigation and professional fees.
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
29
Depreciation expense was $2.2 million, or 1.4% of retail sales and $4.5 million, or 1.3% of
retail sales for the
second quarter
and first
six months
of fiscal
2026, respectively,
compared to
$2.5 million,
or 1.4%
of retail
sales and $5.1 million,
or 1.5% of retail
sales for the comparable three
and six month periods
of fiscal 2025,
respectively.
Interest and other income was $2.3 million, or 1.4% of retail sales and $3.5 million, or 1.1% of retail sales for
the three and six months ended August
1, 2026, respectively, compared to $1.4 million,
or 0.8% of retail sales
and
$2.6
million,
or
0.8%
of
retail
sales
for
the
comparable
three
and
six
month
periods
of
fiscal
2025,
respectively. The increase for
the three and
six months ended
August 1, 2026
compared to the
three and six
months ended August 2, 2025 was primarily
due to interest income received as
part of the Company’s IEEPA
tariff refund and interest on
an IRS refund.
Income
tax
expense
was
$0.1
million
and
an
expense
of
$0.7
million
for
the
second
quarter
and
first
six
months
of
fiscal
2026,
respectively,
compared
to
an
income
tax
benefit
of
$0.3
million
and
income
tax
expense of $0.6 million
for the comparable three
months and six
months of fiscal
2025.
The increase in tax
expense is due to the non-recurring prior year favorable adjustment to the federal net operating loss
carryback
claim as a result of the Coronavirus Aid, Relief and Economic Security Act (CARES Act), partially
offset by
lower foreign and state income taxes.
During the
second quarter of
fiscal 2026,
the Company
received a $5.6
million payment for
the outstanding
balance of its income tax
refund receivable due from the IRS.
LIQUIDITY, CAPITAL
RESOURCES
AND MARKET
RISK:
The Company
believes that
its cash,
cash equivalents
and short-term
investments, together
with cash
flows
from operations
and availability
under its
asset-backed revolving
line of
credit, will
be adequate to
fund the
Company’s regular operating requirements and expected capital
expenditures for the next 12 months
from the
issuance of this quarterly report
on Form 10-Q.
Cash
provided
by
operating
activities
during
the
first
six
months
of
fiscal
2026
was
$22.5
million
as
compared to $15.6
million provided in
the first six
months of
fiscal 2025. The
increase in
cash provided
by
operating activities of $6.9
million for the first
six months of fiscal
2026 as compared to
the first six months
of fiscal 2025 was primarily attributable
to a decrease in accounts receivable
in 2026 and the relative
change
of accounts payable from year-end to the second quarter for both years, partially offset by the relative change
in inventories from year-end to the second quarter for both years.
The decrease in accounts receivable is due
in large part to receiving the
remaining IRS refund pertaining to the 2020
tax year.
On August 1, 2026, the Company had working capital of $55.0 million compared
to $37.4 million at January
31,
2026.
The
increase
in
working
capital
was
primarily
attributable
to
an
increase
in
cash
and
cash
equivalents
and
decreases
in
accrued
expenses
and
current
lease
liability,
partially
offset
by
a
decrease
in
inventories and an increase in accounts
payables.
The ABL Credit Agreement (“ABL Facility”) of up to
$35.0 million is committed through March
2028 and is
secured primarily
by inventory
and third-party
credit card
receivables. The
proceeds from
the ABL
Facility
may be used
to provide funding
for ongoing working
capital and general
corporate purposes. There
were no
borrowings outstanding and the availability under the facility was $30.0 million before giving effect to a
$3.0
million outstanding letter
of credit that reduced
borrowing availability to $27.0
million as of
August 1, 2026
and January 31, 2026.
The weighted average interest rate under the credit facility was zero at August 1, 2026
and January 31, 2026 due
to no outstanding borrowings.
THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
30
Expenditures for property and equipment totaled $2.4 million in the first six months of fiscal 2026, compared
to
$2.4
million
in
last
fiscal
year’s
first
six
months.
The
Company
expects
to
invest
approximately
$7.4
million for capital expenditures for
the full fiscal 2026 year.
Net cash used in investing activities was $3.9 million for the first six
months of fiscal 2026 compared to $0.9
million net cash used in the
comparable period of 2025.
The increase in net cash used
by investing activities
in 2026 was primarily
due to an increase
in the purchase of
short-term investments, partially
offset by lower
sales of short-term investments and proceeds
from life insurance policies.
Net cash
used in
financing activities
totaled $0.3
million in
the first
six months
of fiscal
2026 compared
to
$0.9
million
used
in
the
comparable
period
of
fiscal
2025.
The
decrease
in
net
cash
used
in
financing
activities in fiscal 2026 was primarily
due to lower stock repurchases.
The
Company
purchased
39,147
shares
in
the
second
quarter
of
fiscal
2026.
As
of
August
1,
2026,
the
Company had 533,770 shares remaining
in open authorizations under its share
repurchase program.
The Company does not use
derivative financial instruments.
The
Company’s investment
portfolio
was
primarily invested
in corporate
bonds
held in
managed accounts
with underlying
ratings of
A or
better at
August 1,
2026.
The corporate
bonds have
contractual maturities
which range from two days to 2.7 years.
Additionally, at
August 1,
2026, the
Company had
deferred compensation
plan assets
of $10.0
million.
At
January
31,
2026,
the
Company
had
deferred
compensation
plan
assets
of
$9.7
million.
These
assets
are
recorded
within
Other
assets
in
the
Condensed
Consolidated
Balance
Sheets.
See
Note
7,
Fair
Value
Measurements, in the “Financial Statements” section of
this Quarterly Report on Form 10-Q.
RECENT ACCOUNTING PRONOUNCEMENTS:
See Note 8, Recent Accounting Pronouncements, in the “Financial Statements”
section of this Quarterly
Report on Form 10-Q.
THE CATO CORPORATION
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
31
ITEM 3. QUANTITATI
VE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK:
The
Company
is
subject
to
market
rate
risk
from
exposure
to
changes
in
interest
rates
related
to
its
financing, investing and
cash management activities,
but the Company
does not
believe such
exposure is
material.
ITEM 4. CONTROLS AND PROCEDURES:
We carried out an evaluation, with the
participation of our Principal Executive Officer and
Principal Financial
Officer, of
the effectiveness
of our
disclosure controls
and procedures
as of
August 1,
2026.
Based on
this
evaluation, our
Principal Executive
Officer and
Principal Financial
Officer concluded
that, as
of
August 1,
2026, our
disclosure controls
and
procedures,
as defined
in
Rule
13a-15(e), under
the
Securities
Exchange
Act of 1934 (the “Exchange
Act”), were effective to ensure that
information we are required to disclose
in the
reports
that
we
file
or
submit
under
the
Exchange
Act
is
recorded,
processed,
summarized
and
reported
within the time periods
specified in the SEC’s
rules and forms and
that such information is
accumulated and
communicated to our management, including our Principal Executive Officer and Principal Financial Officer,
as appropriate to allow timely decisions
regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:
No change in the Company’s internal control
over financial reporting (as defined in
Exchange Act Rule 13a-
15(f)) has occurred during the Company’s fiscal quarter ended August 1, 2026 that has materially affected, or
is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
THE CATO CORPORATION
PART II OTHER
INFORMATION
32
ITEM 1.
LEGAL PROCEEDINGS:
Not Applicable.
ITEM 1A.
RISK FACTORS:
In addition to the other information
in this report, you should carefully
consider the factors discussed in
Part I,
“Item
1A.
Risk
Factors”
in
our
Annual
Report
on
Form
10-K
for
our
fiscal
year
ended
January
31,
2026.
These risks
could materially
affect our
business, financial
condition or
future results;
however, they
are not
the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem
to
be
immaterial
may
also
materially
adversely
affect
our
business,
financial
condition
or
results
of
operations.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS:
The following table summarizes the Company’s purchases of its common stock for the three months
ended August 1, 2026:
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of
Maximum Number
Shares Purchased as
(or Approximate Dollar
Total Number
Average
Part of Publicly
Value)
of Shares that may
Fiscal
of Shares
Price Paid
Announced Plans or
Yet be Purchased
Under
Period
Purchased
per Share (1)
Programs (2)
The Plans or Programs (2)
May 2026
39,147
$
2.88
39,147
June 2026
-
-
-
July 2026
-
-
-
Total
39,147
$
2.86
39,147
533,770
(1)
Prices include trading costs.
(2)
As
of
May 2,
2026, the
Company’s
share repurchase
program had
572,917
shares remaining
in
open authorizations. During the
second quarter ended
August 1, 2026,
the Company repurchased
and
retired 39,147
shares under
this
program for
approximately $112,692
or
an average
market
price
of
$2.86
per
share. As
of
August 1,
2026, the
Company had
533,770
shares remaining
in
open authorizations. There is no specified expiration date for the Company’s repurchase program.
ITEM 3.
DEFAULTS
UPON SENIOR SECURITIES:
Not Applicable.
THE CATO CORPORATION
PART II OTHER
INFORMATION
33
ITEM 4.
MINE SAFETY DISCLOSURES:
No matters requiring disclosure.
ITEM 5.
OTHER INFORMATION:
During the three months ended August 1, 2026, none of the Company’s directors or officers (as defined in
Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)
adopted
or
terminated
a “Rule 10b5-1
trading arrangement” or a “
non-Rule
10b5-1
trading arrangement” (as such terms are
defined in Item 408
of Regulation S-K).
ITEM 6.
EXHIBITS:
Exhibit No.
Item
3.1
3.2
31.1*
31.2*
32.1*
32.2*
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF
Inline XBRL Taxonomy Extension Definitions Linkbase
Document
101.LAB
Inline XBRL Taxonomy Extension Label
Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104.1
Cover
Page
Interactive
Data
File (Formatted
in
Inline
XBRL
and
contained in
the Interactive Data Files submitted as Exhibits
101.*)
* Submitted electronically herewith.
THE CATO CORPORATION
PART II OTHER
INFORMATION
34
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
August 27, 2026
/s/ John P.
D. Cato
Date
John P.
D. Cato
Chairman, President and
Chief Executive Officer
August 27, 2026
/s/ Charles D. Knight
Date
Charles D. Knight
Executive Vice President
Chief Financial Officer

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-101.SCH

EX-101.CAL

EX-101.DEF

EX-101.LAB

EX-101.PRE

EX-31.1

EX-31.2

EX-32.1

EX-32.2

IDEA: R1.htm

IDEA: R2.htm

IDEA: R3.htm

IDEA: R4.htm

IDEA: R5.htm

IDEA: R6.htm

IDEA: R7.htm

IDEA: R8.htm

IDEA: R9.htm

IDEA: R10.htm

IDEA: R11.htm

IDEA: R12.htm

IDEA: R13.htm

IDEA: R14.htm

IDEA: R15.htm

IDEA: R16.htm

IDEA: R17.htm

IDEA: R18.htm

IDEA: R19.htm

IDEA: R20.htm

IDEA: R21.htm

IDEA: R22.htm

IDEA: R23.htm

IDEA: R24.htm

IDEA: R25.htm

IDEA: R26.htm

IDEA: R27.htm

IDEA: R28.htm

IDEA: R29.htm

IDEA: R30.htm

IDEA: R31.htm

IDEA: R32.htm

IDEA: R33.htm

IDEA: R34.htm

IDEA: R35.htm

IDEA: R36.htm

IDEA: R37.htm

IDEA: R38.htm

IDEA: R39.htm

IDEA: R40.htm

IDEA: R41.htm

IDEA: R42.htm

IDEA: R43.htm

IDEA: R44.htm

IDEA: R45.htm

IDEA: R46.htm

IDEA: R47.htm

IDEA: R48.htm

IDEA: R49.htm

IDEA: R50.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: cato26qtr2q_htm.xml