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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

     
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended   August 3, 2002
   

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   0-3747
   

THE CATO CORPORATION AND SUBSIDIARIES


(Exact name of registrant as specified in its charter)
     
Delaware   56-0484485

(State or other jurisdiction   (I.R.S. Employer
of incorporation)   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)

     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      

As of August 20, 2002, there were 19,419,703 shares of Class A Common Stock and 6,085,149 shares of Class B Common Stock outstanding.

 


 

THE CATO CORPORATION

FORM 10-Q

August 3, 2002

Table of Contents

             
        Page
        No.
       
PART I — FINANCIAL INFORMATION (UNAUDITED)
       
 
       
 
Condensed Consolidated Statements of Income
    2  
   
For the Three Months and Six Months Ended August 3, 2002 and August 4, 2001
       
 
       
 
Condensed Consolidated Balance Sheets
    3  
   
At August 3, 2002, August 4, 2001 and February 2, 2002
       
 
       
 
Condensed Consolidated Statements of Cash Flows
    4  
   
For the Six Months Ended August 3, 2002 and August 4, 2001
       
 
       
 
Notes to Condensed Consolidated Financial Statements
    5–8  
   
For the Three Months and Six Months Ended August 3, 2002 and August 4, 2001
       
 
       
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    9-12  
 
       
PART II — OTHER INFORMATION
    13-16  

 


 

Page 2

PART I FINANCIAL INFORMATION

THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                     
        Three Months Ended   Six Months Ended
       
 
        August 3,   August 4,   August 3,   August 4,
        2002   2001   2002   2001
       
 
 
 
        (Dollars in thousands, except per share data)
REVENUES
                               
 
Retail sales
  $ 186,900     $ 172,444     $ 383,517     $ 352,792  
 
Other income (principally finance, late, and layaway charges)
    5,488       4,957       10,512       10,340  
 
   
     
     
     
 
   
Total revenues
    192,388       177,401       394,029       363,132  
 
   
     
     
     
 
 
                               
COSTS AND EXPENSES
                               
 
Cost of goods sold
    124,838       118,093       249,298       234,484  
 
Selling, general and administrative
    45,077       39,898       90,460       82,126  
 
Depreciation
    3,254       2,534       6,362       5,150  
 
Interest
    6       10       13       21  
 
   
     
     
     
 
   
Total expenses
    173,175       160,535       346,133       321,781  
 
   
     
     
     
 
 
                               
INCOME BEFORE INCOME TAXES
    19,213       16,866       47,896       41,351  
 
                               
Income tax expense
    6,955       5,903       17,338       14,473  
 
   
     
     
     
 
 
                               
NET INCOME
  $ 12,258     $ 10,963     $ 30,558     $ 26,878  
 
   
     
     
     
 
 
                               
BASIC EARNINGS PER SHARE
  $ .48     $ .43     $ 1.20     $ 1.06  
 
   
     
     
     
 
 
                               
DILUTED EARNINGS PER SHARE
  $ .47     $ .42     $ 1.18     $ 1.03  
 
   
     
     
     
 
 
                               
DIVIDENDS PER SHARE
  $ .15     $ .135     $ .285     $ .26  
 
   
     
     
     
 

See accompanying notes to condensed consolidated financial statements.

 


 

Page 3

THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

                                 
            August 3,   August 4,   February 2,
            2002   2001   2002
            (Unaudited)   (Unaudited)    
           
 
 
            (Dollars in thousands)
ASSETS
                       
Current Assets
                       
 
Cash and cash equivalents
  $ 73,517     $ 21,990     $ 41,772  
 
Short-term investments
    37,474       66,553       42,923  
 
Accounts receivable — net
    51,973       46,489       52,293  
 
Merchandise inventories
    86,372       77,496       80,407  
 
Deferred income taxes
    983       1,554       777  
 
Prepaid expenses
    4,875       4,633       5,036  
 
   
     
     
 
   
Total Current Assets
    255,194       218,715       223,208  
Property and equipment — net
    107,666       92,436       100,137  
Other assets
    9,128       9,084       8,696  
 
   
     
     
 
       
Total
  $ 371,988     $ 320,235     $ 332,041  
 
   
     
     
 
 
                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
Current Liabilities
                       
 
Accounts payable
  $ 62,660     $ 53,121     $ 57,495  
 
Accrued expenses
    29,505       23,005       25,260  
 
Income taxes payable
    7,921       6,530       820  
 
   
     
     
 
   
Total Current Liabilities
    100,086       82,656       83,575  
Deferred income taxes
    5,177       5,386       5,177  
Other noncurrent liabilities
    8,343       7,447       8,591  
Shareholders’ Equity
                       
 
Preferred stock, $100 par value per share, 100,000 shares authorized, none issued
                 
 
Class A common stock, $.033 par value per share, 50,000,000 shares authorized; issued 25,156,782 shares, 24,880,750 shares and 25,011,732 shares at August 3, 2002, August 4, 2001, and February 2, 2002, respectively
    839       830       833  
 
Convertible Class B common stock, $.033 par value per share, 15,000,000 shares authorized; issued and outstanding 6,085,149 shares, 5,563,483 shares and 5,812,649 shares at August 3, 2002, August 4, 2001 and February 2, 2002, respectively
    202       186       194  
Additional paid-in capital
    92,355       80,392       86,948  
Retained earnings
    228,288       195,550       204,961  
Accumulated other comprehensive losses
    (901 )     (837 )     (567 )
Unearned compensation – restricted stock awards
    (2,863 )     (541 )     (394 )
 
   
     
     
 
 
    317,920       275,580       291,975  
Less Class A common stock in treasury, at cost (5,737,079 shares at August 3, 2002, 5,220,719 shares at August 4, 2001, and 5,626,498 shares at February 2, 2002)
    (59,538 )     (50,834 )     (57,277 )
 
   
     
     
 
   
Total Shareholders’ Equity
    258,382       224,746       234,698  
 
   
     
     
 
     
Total
  $ 371,988     $ 320,235     $ 332,041  
 
   
     
     
 

See accompanying notes to condensed consolidated financial statements.

 


 

Page 4

THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                       
          Six Months Ended
         
          August 3,   August 4,
          2002   2001
         
 
          (Dollars in thousands)
OPERATING ACTIVITIES
               
 
Net income
  $ 30,558     $ 26,878  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Depreciation
    6,362       5,150  
   
Amortization of investment premiums
    48       84  
   
Compensation expense related to restricted stock awards
    261       148  
   
Loss on disposal of property and equipment
    283       152  
   
Changes in operating assets and liabilities which provided (used) cash:
               
     
Accounts receivable
    320       483  
     
Merchandise inventories
    (5,965 )     1,665  
     
Other assets
    (271 )     382  
     
Accrued income taxes
    7,101       824  
     
Accounts payable and other liabilities
    8,956       (8,295 )
 
   
     
 
 
               
 
Net cash provided by operating activities
    47,653       27,471  
 
   
     
 
INVESTING ACTIVITIES
               
 
Expenditures for property and equipment
    (14,174 )     (11,919 )
 
Purchases of short-term investments
    (234 )     (25,163 )
 
Sales of short-term investments
    5,300       16,484  
 
   
     
 
 
Net cash used in investing activities
    (9,108 )     (20,598 )
 
   
     
 
FINANCING ACTIVITIES
               
 
Dividends paid
    (7,230 )     (6,603 )
 
Purchases of treasury stock
    (1,116 )     (7,111 )
 
Proceeds from employee stock purchase plan
    263       211  
 
Proceeds from stock options exercised
    1,283       3,419  
 
   
     
 
 
               
 
Net cash used in financing activities
    (6,800 )     (10,084 )
 
   
     
 
 
               
 
Net increase (decrease) in cash and cash equivalents
    31,745       (3,211 )
 
               
 
Cash and cash equivalents at beginning of period
    41,772       25,201  
 
   
     
 
 
               
 
Cash and cash equivalents at end of period
  $ 73,517     $ 21,990  
 
   
     
 

See accompanying notes to condensed consolidated financial statements.

 


 

Page 5

THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED AUGUST 3, 2002
AND AUGUST 4, 2001


NOTE 1 — GENERAL:

The consolidated financial statements have been prepared from the accounting records of The Cato Corporation and its wholly-owned subsidiaries (the Company), and all amounts shown as of August 3, 2002 and August 4, 2001 are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of the interim period may not be indicative of the entire year.

The interim financial statements should be read in conjunction with the financial statements and notes thereto, included in the Company’s Annual Report in Form 10-K for the fiscal year ended February 2, 2002.

The Company’s short-term investments are classified as available-for-sale securities, and therefore, are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a component of other comprehensive income.

Total comprehensive income for the second quarter and six months ended August 3, 2002 was $12,234,000 and $30,224,000, respectively. Total comprehensive income for the second quarter and six months ended August 4, 2001 was $11,319,000 and $26,925,000, respectively. Total comprehensive income is composed of net income and net unrealized gains and losses on available-for-sale securities.

Merchandise inventories are stated at the lower of cost (first-in, first-out method) or market as determined by the retail inventory method.

In the second quarter of fiscal 2002, the Company repurchased 61,900 shares of Class A common stock for a total of $1,115,764, or an average price of $18.03 per share. Additionally, in the first quarter of 2002, the Company accepted 48,681 mature shares of Class A common stock from an officer in an option transaction for $1,144,500, or an average price of $23.51 per share. For the six months ended August 3, 2002, the Company repurchased and accepted a combined total of 110,581 shares of Class A common stock for $2,260,264, or an average price of $20.44 per share. For the six months ended August 4, 2001, the Company repurchased 452,500 shares of Class A common stock for a total of $6,938,925, or an average price of $15.33 per share and accepted 9,071 mature shares of Class A common stock from an officer in an option transaction for $171,669, or an average price of $18.93 per share, for a combined total of 461,571 shares of Class A common stock for $7,110,594, or an average price of $15.41 per share.

In May 2002, the Board of Directors increased the quarterly dividend by 11% from $.135 per share to $.15 per share.

The provisions for income taxes are based on the Company’s estimated annual effective tax rate. As allowed by SFAS No. 109, “Accounting for Income Taxes”, deferred income taxes are calculated annually.

 


 

Page 6

THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED AUGUST 3, 2002
AND AUGUST 4, 2001


NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS:

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”. SFAS 142 includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them. The Company adopted SFAS No. 142 on February 3, 2002, and the adoption of this statement had no impact on the Company’s consolidated results of operations and financial position, as the Company had no indefinite lived intangible assets.

In August 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment of Disposal of Long-Lived Assets”. SFAS No. 144 supercedes SFAS No. 121, “Accounting for Impairment of Long-Lived Assets to be Disposed Of” and Accounting Principles Board Opinion (APB) No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions”. Along with establishing a single accounting model, based on the framework established in SFAS No. 121 for impairment of long-lived assets, this standard retains the basic provisions of APB No. 30 for the presentation of discontinued operations in the income statement, but broadens that presentation to include a component of the entity. The Company adopted SFAS No. 144 on February 3, 2002, and the adoption of this statement had no material impact on the Company’s consolidated results of operations and financial position.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This statement is effective for exit or disposal activities initiated after December 31, 2002. Liabilities for costs associated with an exit activity should be initially measured at fair value, when incurred. This statement applies to costs associated with an exit activity that does not involve an entity newly acquired in a business combination, or a disposal activity covered by SFAS No. 144. The Company does not believe that this statement will have a material impact on its financial position or its results of operations.

 


 

Page 7

THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED AUGUST 3, 2002
AND AUGUST 4, 2001


NOTE 3 — EARNINGS PER SHARE:

Earnings per share is calculated by dividing net income by the weighted-average number of Class A and Class B common shares outstanding during the respective periods. The weighted-average shares outstanding is used in the basic earnings per share calculation, while the weighted-average shares and common stock equivalents outstanding is used in the diluted earnings per share calculation.

                                 
    Three Months Ended   Six Months Ended
   
 
    August 3,   August 4,   August 3,   August 4,
    2002   2001   2002   2001
   
 
 
 
Weighted-average shares outstanding
    25,516,138       25,338,372       25,397,580       25,312,414  
Dilutive effect of stock options
    503,984       669,707       550,970       674,021  
 
   
     
     
     
 
Weighted-average shares and common stock equivalents outstanding
    26,020,122       26,008,079       25,948,550       25,986,435  
 
   
     
     
     
 

NOTE 4 — SUPPLEMENTAL CASH FLOW INFORMATION:

Income tax payments, net of refunds received, for the six months ended August 3, 2002 and August 4, 2001 were $10,364,500 and $14,119,000, respectively.

NOTE 5 — FINANCING ARRANGEMENTS:

At August 3, 2002, the Company had an unsecured revolving credit agreement which provides for borrowings of up to $35 million. The revolving credit agreement is committed until July 2003. The credit agreement contains various financial covenants and limitations, including the maintenance of specific financial ratios with which the Company was in compliance. There were no borrowings outstanding during the periods ended August 3, 2002, August 4, 2001 or the fiscal year ended February 2, 2002.

 


 

Page 8

THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED AUGUST 3, 2002
AND AUGUST 4, 2001


NOTE 6 – REPORTABLE SEGMENT INFORMATION:

The Company has two reportable segments: retail and credit. The following schedule summarizes certain segment information (in thousands):

                                     
        Three Months Ended   Six Months Ended
       
 
        August 3,   August 4,   August 3,   August 4,
        2002   2001   2002   2001
       
 
 
 
Revenues:
                               
 
Retail
  $ 188,969     $ 174,089     $ 387,283     $ 356,474  
 
Credit
    3,419       3,312       6,746       6,658  
 
   
     
     
     
 
   
Total
  $ 192,388     $ 177,401     $ 394,029     $ 363,132  
 
   
     
     
     
 
Income before income taxes:
                               
 
Retail
  $ 17,808     $ 15,958     $ 45,243     $ 39,533  
 
Credit
    1,405       908       2,653       1,818  
 
   
     
     
     
 
   
Total
  $ 19,213     $ 16,866     $ 47,896     $ 41,351  
 
   
     
     
     
 

 


 

Page 9

THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


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 3,   August 4,   August 3,   August 4,
    2002   2001   2002   2001
   
 
 
 
Total retail sales
    100.0 %     100.0 %     100.0 %     100.0 %
Total revenues
    102.9       102.9       102.7       102.9  
Cost of goods sold
    66.8       68.5       65.0       66.5  
Selling, general and administrative
    24.1       23.1       23.6       23.3  
Income before income taxes
    10.3       9.8       12.5       11.7  
Net income
    6.6       6.4       8.0       7.6  

Comparison of Second Quarter and First Six Months of 2002 with 2001.

Total retail sales for the second quarter were $186.9 million compared to last year’s second quarter sales of $172.4 million, an 8% increase. Same-store sales increased 1% in the second quarter. For the six months ended August 3, 2002, total retail sales were $383.5 million compared to last year’s first six months sales of $352.8 million, a 9% increase, and same-store sales increased 2% for the comparable six month period. The increase in retail sales for the first six months of 2002 resulted from the Company’s continued everyday low pricing strategy, improved merchandise offerings, and an increase in store development activity. The Company operated 972 stores at August 3, 2002 compared to 895 stores at the end of last year’s second quarter.

Other income for the second quarter and first six months of 2002 increased 11% and 2%, respectively, over the prior year’s comparable periods. The increase in the current year resulted primarily from increased finance and late charge income on the Company’s customer accounts receivable and layaway fees.

Cost of goods sold were 66.8% and 65.0% of total retail sales for the second quarter and first six months of 2002, respectively, compared to 68.5% and 66.5% for last year’s comparable three and six month periods. The decrease in cost of goods sold as a percent of retail sales for the first six months of 2002 resulted primarily from improved procurement, maintaining timely and aggressive markdowns, strong sell-through of regular priced goods and tightly managed inventory.

 


 

Page 10

THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS — CONTINUED

Selling, general and administrative (SG&A) expenses were $45.1 million and $90.5 million for the second quarter and first six months of this year, compared to $39.9 million and $82.1 million for last year’s comparable three and six month periods, respectively. SG&A expenses as a percentage of retail sales increased 100 basis points for the second quarter of 2002 and 30 basis points for the first six months of 2002, as compared to the prior year. The overall increase in SG&A resulted primarily from increased selling-related expenses and increased infrastructure expenses attributable to the Company’s store development activities.

CRITICAL ACCOUNTING POLICIES

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles 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 effect cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgement. Actual results may 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 allowance for doubtful accounts receivable, reserves relating to workers’ compensation, general and auto insurance liabilities and reserves for inventory markdowns. Historically, actual results have not significantly deviated from those determined using the estimates described above.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”. SFAS 142 includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them. The company adopted SFAS No. 142 on February 3, 2002, and the adoption of this statement had no impact on the Company’s consolidated results of operations and financial position, as the Company had no indefinite lived intangible assets.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS No. 144 supercedes SFAS No. 121, “Accounting for Impairment of Long-Lived Assets to be Disposed Of” and Accounting Principles Board Opinion (APB) No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions”. Along with establishing a single accounting model, based on the framework established in SFAS No. 121 for impairment of long-lived assets, this standard retains the basic provisions of APB No. 30 for the presentation of discontinued operations in the income statement, but broadens that presentation to include a component of the entity. The Company adopted SFAS No. 144 on February 3, 2002, and the adoption of this statement had no material impact on the Company’s consolidated results of operations and financial position.

 


 

Page 11

THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


CRITICAL ACCOUNTING POLICIES – CONTINUED

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This statement is effective for exit or disposal activities initiated after December 31, 2002. Liabilities for costs associated with an exit activity should be initially measured at fair value, when incurred. This statement applies to costs associated with an exit activity that does not involve an entity newly acquired in a business combination, or a disposal activity covered by SFAS No. 144. The Company does not believe that this statement will have a material impact on its financial position or its results of operations.

LIQUIDITY AND CAPITAL RESOURCES

At August 3, 2002, the Company had working capital of $155.1 million, compared to $136.1 million at August 4, 2001 and $139.6 million at February 2, 2002. Cash provided by operating activities was $47.7 million for the six months ended August 3, 2002, compared to $27.5 million for last year’s comparable six month period. The increase in net cash provided by operating activities results primarily from an increase in net income, accrued taxes and accounts payable and other liabilities offset by an increase in inventories and other assets. At August 3, 2002, the Company had cash, cash equivalents, and short-term investments of $111.0 million, compared to $88.5 million at August 4, 2001 and $84.7 million at February 2, 2002.

Net cash used in investing activities totaled $9.1 million for the first six months of 2002 compared to $20.6 million for the comparable period of 2001. Cash was used to fund capital expenditures for new, relocated and remodeled stores and for investments in new technology for an enterprise-wide information system for merchandising, distribution and finance. Additionally, the decrease in cash used was in part related to a decrease in the purchase of short-term investments offset by a decrease in the sale of short-term investments in fiscal 2002 as compared to fiscal 2001.

Expenditures for property, equipment and investments in technology totaled $14.2 million for the six months ended August 3, 2002, compared to $11.9 million of expenditures in last year’s first six months. The Company expects total capital expenditures to be approximately $31 million for the current fiscal year. The Company intends to open approximately 90 new stores, close 10 stores and to relocate 20 stores during the current fiscal year. For the six months ended August 3, 2002, the Company opened 35 new stores, relocated 12 stores and closed no stores.

Net cash used in financing activities totaled $6.8 million for the first six months of 2002 compared to $10.1 million for the comparable period of 2001. The decrease was due primarily to a reduction in its share buyback program offset partially by a decrease in proceeds from stock options exercised and an increase in dividends paid in fiscal 2002 as compared to fiscal 2001.

 


 

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THE CATO CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES — CONTINUED

At August 3, 2002, the Company had an unsecured revolving credit agreement which provides for borrowings of up to $35 million. The revolving credit agreement is committed until July 2003. The credit agreement contains various financial covenants and limitations, including the maintenance of specific financial ratios with which the Company was in compliance. There were no borrowings outstanding during the periods ended August 3, 2002, August 4, 2001 or the fiscal year ended February 2, 2002.

In May 2002, the Board of Directors increased the quarterly dividend by 11% from $.135 per share to $.15 per share.

The Company does not use derivative financial instruments. At August 3, 2002, August 4, 2001 and February 2, 2002, the Company’s investment portfolio was primarily invested in governmental debt securities with maturities of up to 36 months. These securities are classified as available-for-sale, and are recorded on the balance sheet at fair value with unrealized gains and losses reported as accumulated other comprehensive losses.

The Company believes that its cash, cash equivalents and short-term investments, together with cash flow from operations and borrowings available under its revolving credit agreement, will be adequate to fund the Company’s proposed capital expenditures and other operating requirements during fiscal 2002.

Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts included in the Form 10-Q and located elsewhere herein regarding the Company’s financial position and business strategy may constitute forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

 


 

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PART II OTHER INFORMATION

THE CATO CORPORATION

ITEM 1. LEGAL PROCEEDINGS

     None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Following are the results of the matters voted upon at the Company’s Annual Meeting which was held on May 23, 2002.

      Election of Directors:

                 
Mr. Wayland H. Cato, Jr.   - -   For 75,367,950   ;   Abstaining 221,133
Mr. Edgar T. Cato   - -   For 75,346,650   ;   Abstaining 242,443
Mr. Robert W. Bradshaw, Jr.   - -   For 75,367,400   ;   Abstaining 221,683
Mr. Grant L. Hamrick   - -   For 75,409,017   ;   Abstaining 180,066
Mr. Michael O. Moore   - -   For 74,247,468   ;   Abstaining 1,341,615

      Ratification of Deloitte & Touche LLP as Independent Auditors

                                         
For     75,314,606     ;   Abstaining     386     ;   Against     274,091  

ITEM 5. OTHER INFORMATION

     The Company’s stock began trading on the New York Stock Exchange on Thursday, June 13, 2002 under the symbol “CTR”. The Company’s stock previously traded on the NASDAQ National Market System.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         
    (A)   Exhibit 99.1 — Certificate of Principal Executive Officer.
        Exhibit 99.2 — Certificate of Principal Financial Officer.
         
    (B)   No Reports on Form 8-K were filed during the quarter ended August 3, 2002.

 


 

Page 14

PART II OTHER INFORMATION (CONTINUED)

THE CATO CORPORATION

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
     
September 3, 2002   /s/ John P. Derham Cato

 
Date   John P. Derham Cato
    President, Vice Chairman of the Board
    and Chief Executive Officer
     
September 3, 2002   /s/ Michael O. Moore

 
Date   Michael O. Moore
    Executive Vice President
    Chief Financial Officer and Secretary
     
September 3, 2002   /s/ Robert M. Sandler

 
Date   Robert M. Sandler
    Senior Vice President
    Controller