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 October 30, 2021
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 Carolina28273-5975
(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).
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). ☐
As of October 30, 2021, there were 20,261,248 shares of Class A common stock and 1,763,652 shares of Class B common stock outstanding.
Quarter Ended October 30, 2021
Table of Contents
Page No.
PART I – FINANCIAL INFORMATION (UNAUDITED)
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
3
For the Three Months and Nine Months Ended October 30, 2021 and October 31, 2020
Condensed Consolidated Balance Sheets
4
At October 30, 2021 and January 30, 2021
Condensed Consolidated Statements of Cash Flows
5
For the Nine Months Ended October 30, 2021 and October 31, 2020
Condensed Consolidated Statements of Stockholders’ Equity
6 – 7
Notes to Condensed Consolidated Financial Statements
8 – 24
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25 – 32
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
33
Item 4.
Controls and Procedures
PART II – OTHER INFORMATION
Legal Proceedings
34
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
35
Item 5.
Other Information
Item 6.
Exhibits
Signatures
36
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended
Nine Months Ended
October 30, 2021
October 31, 2020
(Dollars in thousands, except per share data)
REVENUES
Retail sales
$
170,513
149,205
587,709
414,283
Other revenue (principally finance charges, late fees and
layaway charges)
1,700
1,586
5,335
5,410
Total revenues
172,213
150,791
593,044
419,693
COSTS AND EXPENSES, NET
Cost of goods sold (exclusive of depreciation shown below)
104,225
109,404
343,487
325,738
Selling, general and administrative (exclusive of depreciation
shown below)
62,466
51,885
196,687
148,353
Depreciation
3,173
3,619
9,352
11,113
Interest and other income
(541)
(791)
(1,719)
(3,603)
Costs and expenses, net
169,323
164,117
547,807
481,601
Income (loss) before income taxes
2,890
(13,326)
45,237
(61,908)
Income tax expense (benefit)
(5,713)
(9,704)
1,929
(22,698)
Net income (loss)
8,603
(3,622)
43,308
(39,210)
Basic earnings (loss) per share
0.39
(0.15)
1.93
(1.64)
Diluted earnings (loss) per share
Comprehensive income:
Unrealized gain (loss) on available-for-sale securities, net of
deferred income taxes of ($150) and ($235) for the three and
nine months ended October 30, 2021 and ($85) and ($29) for
the three and nine months ended October 31, 2020, respectively
(496)
(282)
(775)
(96)
Comprehensive income (loss)
8,107
(3,904)
42,533
(39,306)
See notes to condensed consolidated financial statements (unaudited).
CONDENSED CONSOLIDATED BALANCE SHEETS
January 30, 2021
ASSETS
(Dollars in thousands)
Current Assets:
Cash and cash equivalents
23,990
17,510
Short-term investments
176,120
126,416
Restricted cash
3,918
3,512
Restricted short-term investments
1
406
Accounts receivable, net of allowance for customer credit losses of
$807 and $605 at October 30, 2021 and January 30, 2021, respectively
56,017
52,743
Merchandise inventories
90,229
84,123
Prepaid expenses and other current assets
11,478
5,840
Total Current Assets
361,753
290,550
Property and equipment – net
65,115
72,550
Noncurrent deferred income taxes
5,920
5,685
Other assets
23,528
22,850
Right-of-Use assets – net
130,842
199,817
Total Assets
587,158
591,452
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
92,922
73,769
Accrued expenses
44,267
40,790
Accrued employee benefits and bonus
20,985
1,916
Accrued income taxes
5,929
2,038
Current lease liability
50,234
63,421
Total Current Liabilities
214,337
181,934
Other noncurrent liabilities
17,408
19,705
Lease liability
84,635
143,315
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; 20,261,248 shares and 20,839,795 shares
issued at October 30, 2021 and January 30, 2021, respectively
683
703
Convertible Class B common stock, $0.033 par value per share,
15,000,000 shares authorized; 1,763,652 shares and 1,763,652 shares
59
Additional paid-in capital
118,427
115,278
Retained earnings
151,229
129,303
Accumulated other comprehensive income
380
1,155
Total Stockholders' Equity
270,778
246,498
Total Liabilities and Stockholders' Equity
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating Activities:
Adjustments to reconcile net income (loss) to net cash provided (used)
by operating activities:
Provision for customer credit losses
368
202
Purchase premium and premium amortization of investments
(952)
(613)
Share-based compensation
2,999
3,010
Deferred income taxes
1,201
Loss on disposal of property and equipment
392
438
Impairment of store assets
7,525
Changes in operating assets and liabilities which provided
(used) cash:
Accounts receivable
(3,641)
(21,814)
(6,106)
31,084
Prepaid and other assets
(6,190)
(2,223)
Operating lease right-of-use assets and liabilities
(2,892)
(1,422)
3,891
(315)
Accounts payable, accrued expenses and other liabilities
38,881
(15,041)
Net cash provided (used) by operating activities
79,410
(26,065)
Investing Activities:
Expenditures for property and equipment
(1,790)
(11,228)
Purchase of short-term investments
(131,837)
(54,910)
Sales of short-term investments
82,355
123,860
Sales of other assets
200
Net cash provided (used) in investing activities
(51,272)
57,922
Financing Activities:
Dividends paid
(6,276)
(7,912)
Repurchase of common stock
(15,152)
(16,823)
Proceeds from line of credit
34,000
Payments on line of credit
(34,000)
Proceeds from employee stock purchase plan
176
391
Net cash provided (used) in financing activities
(21,252)
(24,344)
Net increase (decrease) in cash, cash equivalents, and restricted cash
6,886
7,513
Cash, cash equivalents, and restricted cash at beginning of period
21,022
14,401
Cash, cash equivalents, and restricted cash at end of period
27,908
21,914
Non-cash activity:
Accrued other assets and property and equipment
862
2,604
Accrued treasury stock
556
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Convertible
Accumulated
Class A
Class B
Additional
Other
Total
Common
Paid-in
Retained
Comprehensive
Stockholders'
Stock
Capital
Earnings
Income
Equity
Balance — January 30, 2021
20,713
deferred income tax benefit of ($40)
(134)
Dividends paid ($0.00 per share)
Class A common stock sold through employee stock purchase
plan — 19,248 shares
150
151
Class B common stock sold through stock option plans —
0 shares
Class A common stock issued through restricted stock grant plans —
396,558 shares
13
271
284
Repurchase and retirement of treasury shares – 425,661 shares
(14)
(5,615)
(5,629)
Balance — May 1, 2021
115,699
144,401
1,021
261,883
13,992
deferred income tax benefit of ($44)
(145)
Dividends paid ($0.11 per share)
(2,488)
plan — 1,336 shares
23
10,018 shares
1,590
1,595
Repurchase and retirement of treasury shares – 64,709 shares
(2)
(1,046)
(1,048)
Balance — July 31, 2021
701
117,312
154,864
876
273,812
deferred income tax benefit of ($150)
Dividends paid ($0.17 per share)
(3,788)
plan — 1,957 shares
(9,028) shares
1,081
8
1,089
Repurchase and retirement of treasury shares – 508,266 shares
(18)
(8,458)
(8,476)
Balance — October 30, 2021
6
Balance — February 1, 2020
761
110,813
203,458
1,423
316,514
(28,417)
deferred income tax benefit of ($90)
(298)
Dividends paid ($0.33 per share)
(7,990)
plan — 26,957 shares
293
294
307,354 shares
10
587
605
Repurchase and retirement of treasury shares – 618,056 shares
(22)
(9,034)
(9,056)
Balance — May 2, 2020
750
111,693
158,025
1,125
271,652
(7,170)
deferred income tax liability of $146
484
plan — 0 shares
(57,805) shares
1,256
(1)
1,253
Repurchase and retirement of treasury shares – 0 shares
Balance — August 1, 2020
748
112,949
150,854
1,609
266,219
deferred income tax benefit of ($85)
78
plan — 21,234 shares
166
167
(8,440) shares
1,082
Repurchase and retirement of treasury shares – 1,036,610 shares
(32)
(7,473)
(7,505)
Balance — October 31, 2020
717
114,196
139,838
1,327
256,137
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 30, 2021 AND OCTOBER 31, 2020
NOTE 1 - GENERAL:
The condensed 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 and for the periods ended October 30, 2021 and October 31, 2020 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements have been included. All such adjustments are of a normal, recurring nature unless otherwise noted. The results of the interim period 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 30, 2021. Amounts as of January 30, 2021 have been derived from the audited balance sheet, but do not include all disclosures required by accounting principles generally accepted in the United States of America.
On November 18, 2021, the Board of Directors maintained the quarterly dividend at $0.17 per share.
COVID-19 Update
The COVID-19 pandemic adversely impacted the Company's business, financial condition and operating results through fiscal 2020. Through the first three quarters of 2021, the Company saw significant improvements in sales compared to 2020. This improvement was primarily attributable to government stimulus, increased customer traffic, states lifting capacity limits as more people were vaccinated, consumers’ increasing comfort level with venturing out to social events and customers’ preparing to return to work. However, the Company’s sales remain well below 2019 sales for the comparable period, and there is still significant uncertainty regarding the lingering effects of the pandemic, as well as concerns over the impact of new or potential variants of the virus that are more transmissible or severe, stagnant vaccination rates and related factors continue to impede progress toward the return to pre-pandemic activities and levels of consumer confidence. The Company faces additional uncertainty from the continued effects of disruption in the global supply chain and available workers as it attempts to hire associates as its operating hours continue to expand. The Company expects that these uncertainties and perhaps others related to the pandemic will continue to impact the Company throughout the upcoming holiday shopping season and remainder of fiscal 2021 and likely beyond. The adverse financial impacts associated with the continued effects of, and uncertainties related to, the COVID-19 pandemic include, but are not limited to, (i) lower net sales in markets affected by actual or potential adverse changes in conditions relating to the pandemic, whether due to increases in case counts, state and local orders, reductions in store traffic and customer demand, labor shortages, or all of these factors, (ii) lower net sales caused by the delay of inventory production and fulfillment, (iii) and incremental costs associated with efforts to mitigate the effects of the outbreak, including increased freight and logistics costs and other expenses.
The extent to which the COVID-19 pandemic ultimately impacts the Company’s business, financial condition, results of operations, cash flows, and liquidity may differ from management’s current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak or its variants, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
While the Company currently anticipates a continuation of the adverse impacts of COVID-19 during 2021 and likely beyond, the duration and severity of these effects will depend on the course of future developments, which are highly uncertain, including the relative speed and success of, as well as public confidence in, mitigation measures such as the current effort to vaccinate substantial portions of the U.S. and global population, emerging information regarding variants of the virus or new viruses and their potential impact on current mitigation efforts, public attitudes toward continued compliance with containment and mitigation measures, and possible new information and understanding that could alter the course and duration of current measures to combat the spread of the virus.
Recently Adopted Accounting Policies
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new accounting rules reduce complexity by removing specific exceptions to general principles related to intraperiod tax allocations, ownership changes in foreign investments, and interim period income tax accounting for year-to-date losses that exceed anticipated losses. The new accounting rules also simplify accounting for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The Company adopted this accounting standards update on the first day of the first quarter of 2021 with no material impact on its Condensed Consolidated Financial Statements.
9
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 (Loss) and Comprehensive Income (Loss). 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.
Numerator
Net earnings (loss)
(Earnings) loss allocated to non-vested equity awards
(464)
155
(2,239)
1,706
Net earnings (loss) available to common stockholders
8,139
(3,467)
41,069
(37,504)
Denominator
Basic weighted average common shares outstanding
21,030,099
22,674,507
21,295,693
22,847,776
Diluted weighted average common shares outstanding
Net income (loss) per common share
NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME:
The following table sets forth information regarding the reclassification out of Accumulated other comprehensive income (in thousands) for the three months ended October 30, 2021:
Changes in Accumulated Other
Comprehensive Income (a)
Unrealized Gains
and (Losses) on
Available-for-Sale
Securities
Beginning Balance at July 31, 2021
Other comprehensive income before
reclassification
(567)
Amounts reclassified from accumulated
other comprehensive income (b)
71
Net current-period other comprehensive income
Ending Balance at October 30, 2021
(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income.
(b) Includes $92 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 $21.
The following table sets forth information regarding the reclassification out of Accumulated other comprehensive income (in thousands) for the nine months ended October 30, 2021:
Beginning Balance at January 30, 2021
(911)
136
(b) Includes $177 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 $41.
11
NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME (CONTINUED):
The following table sets forth information regarding the reclassification out of Accumulated other comprehensive income (in thousands) for the three months ended October 31, 2020:
Beginning Balance at August 1, 2020
reclassifications
(350)
68
Ending Balance at October 31, 2020
(b) Includes $89 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 $21.
The following table sets forth information regarding the reclassification out of Accumulated other comprehensive income (in thousands) for the nine months ended October 31, 2020:
Beginning Balance at February 1, 2020
(732)
636
(b) Includes $827 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 $191.
12
NOTE 4 – FINANCING ARRANGEMENTS:
As of October 30, 2021, the Company had an unsecured revolving credit agreement, which provides for borrowings of up to $35.0 million, less the balance of any revocable letters of credit related to purchase commitments. On June 2, 2020, the Company signed an amendment extending the revolving credit agreement through May 2023. The credit agreement contains various financial covenants and limitations, including the maintenance of specific financial ratios with which the Company was in compliance as of October 30, 2021. There were no borrowings outstanding under this credit facility, nor any outstanding letters of credit that reduced borrowing availability, as of October 30, 2021 or January 30, 2021. The weighted average interest rate under the credit facility was zero at October 30, 2021 due to no borrowings outstanding.
NOTE 5 – REPORTABLE SEGMENT INFORMATION:
The Company has determined that it has four operating segments, as defined under ASC 280-10, including Cato, It’s Fashion, Versona and Credit. As outlined in ASC 280-10, the Company has two reportable segments: Retail and Credit. The Company has aggregated its three retail operating segments, including e-commerce, 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. They are similar in nature of product, as they all offer women’s apparel, shoes and accessories. Merchandise inventory for 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 operating segments is distributed to retail stores in a similar manner through the Company’s single distribution center and is subsequently distributed to clients in a similar manner.
The Company operates its women’s fashion specialty retail stores in 32 states as of October 30, 2021, 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.
NOTE 5 – REPORTABLE SEGMENT INFORMATION (CONTINUED):
The following schedule summarizes certain segment information (in thousands):
Retail
Credit
Revenues
$171,708
$505
$172,213
$591,497
$1,547
$593,044
3,172
9,351
Income/(Loss) before
income taxes
2,863
27
44,769
468
Capital expenditures
665
1,790
$150,203
$588
$150,791
$417,616
$2,077
$419,693
3,618
11,112
(13,559)
233
(62,851)
943
1,428
11,228
Total assets as of October 30, 2021
$544,131
$43,027
$587,158
Total assets as of January 30, 2021
549,349
42,103
The Company evaluates segment performance based on income before taxes. The Company does not allocate certain corporate expenses or income taxes to the credit segment.
The following schedule summarizes the direct expenses of the credit segment, which are reflected in Selling, general and administrative expenses (in thousands):
Payroll
80
135
362
417
Postage
85
252
278
Other expenses
338
134
464
Total expenses
477
354
1,078
1,133
14
NOTE 6 – STOCK-BASED COMPENSATION:
As of October 30, 2021, the Company had two long-term compensation plans pursuant to which stock-based compensation was outstanding or could be granted. The 2018 Incentive Compensation Plan and 2013 Incentive Compensation Plan are for the granting of various forms of equity-based awards, including restricted stock and stock options for grant, to officers, directors and key employees. Effective May 24, 2018, shares for grant were no longer available under the 2013 Incentive Compensation Plan.
The following table presents the number of options and shares of restricted stock initially authorized and available for grant under each of the plans as of October 30, 2021:
2013
2018
Plan
Options and/or restricted stock initially authorized
1,500,000
4,725,000
6,225,000
Options and/or restricted stock available for grant:
3,563,925
In accordance with ASC 718, 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 October 30, 2021 and January 30, 2021, there was $12,323,000 and $10,550,000, respectively, of total unrecognized compensation expense related to nonvested restricted stock awards, which had a remaining weighted-average vesting period of 2.5 years and 2.1 years, respectively. The total compensation expense during the three and nine months ended October 30, 2021 was $1,088,000 and $2,968,000, respectively, compared to $1,082,000 and $2,941,000, respectively, for the three and nine months ended October 31, 2020. These expenses are classified as a component of Selling, general and administrative expenses in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).
The following summary shows the changes in the shares of unvested restricted stock outstanding during the nine months ended October 30, 2021:
Weighted Average
Number of
Grant Date Fair
Shares
Value Per Share
Restricted stock awards at January 30, 2021
1,023,956
15.33
Granted
407,910
13.49
Vested
(176,575)
22.22
Forfeited or expired
(42,457)
13.98
Restricted stock awards at October 30, 2021
1,212,834
13.76
15
NOTE 6 – STOCK BASED-COMPENSATION (CONTINUED):
The Company’s Amended and Restated 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 nine months ended October 30, 2021 and October 31, 2020, the Company sold 22,541 and 48,191 shares to employees at an average discount of $1.38 and $1.43 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 $31,000 and $69,000 for the nine months ended October 30, 2021 and October 31, 2020, respectively. These expenses are classified as a component of Selling, general and administrative expenses.
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 October 30, 2021 and January 30, 2021:
Quoted
Prices in
Active
Significant
Markets for
Identical
Observable
Unobservable
Assets
Inputs
Description
Level 1
Level 2
Level 3
Assets:
State/Municipal Bonds
31,104
Corporate Bonds
99,364
U.S. Treasury/Agencies Notes and Bonds
22,388
Cash Surrender Value of Life Insurance
11,759
Asset-backed Securities (ABS)
21,920
Corporate Equities
828
Commercial Paper
1,344
188,707
Liabilities:
Deferred Compensation
(10,497)
Total Liabilities
16
23,254
67,566
17,869
11,263
16,064
2,069
138,788
126,822
(10,316)
The Company’s investment portfolio was primarily invested in corporate bonds and tax-exempt and taxable governmental debt securities held in managed accounts with underlying ratings of A or better at October 30, 2021 and January 30, 2021. The state, municipal and corporate bonds have contractual maturities which range from two days to five years. The U.S. Treasury Notes have contractual maturities which range from six months to two years. These securities are classified as available-for-sale and are recorded as Short-term investments, Restricted cash and Restricted short-term investments on the accompanying Condensed Consolidated Balance Sheets. These assets are carried at fair value with unrealized gains and losses reported net of taxes in Accumulated other comprehensive income. The asset-backed securities are bonds comprised of auto loans and bank credit cards that carry AAA ratings. The auto loan asset-backed securities are backed by static pools of auto loans that were originated and serviced by captive auto finance units, banks or finance companies. The bank credit card asset-backed securities are backed by revolving pools of credit card receivables generated by account holders of cards from American Express, Citibank, JPMorgan Chase, Capital One and Discover.
Additionally, at October 30, 2021, the Company had $0.8 million of corporate equities and deferred compensation plan assets of $11.8 million. At January 30, 2021, the Company had $0.7 million of corporate equities and deferred compensation plan assets of $11.3 million. All of these assets are recorded within Other assets in the Condensed Consolidated Balance Sheets.
Level 1 category securities are measured at fair value using quoted active market prices. Level 2 investment securities include corporate bonds, municipal bonds and asset-backed securities 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 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
17
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 Sheet. 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 as of October 30, 2021 and January 30, 2021 (in thousands):
Fair Value
Measurements Using
Significant Unobservable
Asset Inputs (Level 3)
Cash Surrender Value
Additions
Total gains or (losses)
Included in interest and other income (or changes in net assets)
496
Included in other comprehensive income
Liability Inputs (Level 3)
Redemptions
714
(245)
Total (gains) or losses
(650)
18
10,517
746
Ending Balance at January 30, 2021
(10,391)
1,714
(652)
(987)
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NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01, Reference Rate Reform: Scope. The new accounting rules provide optional expedients and exceptions for applying GAAP to contracts and other transactions affected by reference rate reform. The amendments in this standard can be adopted any time before the fourth quarter of 2022. The Company is currently in the process of evaluating the impact of adoption of the new rules on the Company’s financial condition, results of operations, cash flows and disclosures.
NOTE 9 – INCOME TAXES:
The Company had an effective tax rate for the first nine months of 2021 of 4.3% (Expense) compared to 36.7% (Benefit) for the first nine months of 2020. The change in the effective tax rate for the first nine months was primarily due to higher pre-tax earnings, ability to realize foreign tax credits, release of reserves for uncertain tax positions due to the expiration of the statute of limitations and a favorable adjustment to the federal net operating loss carryback, partially offset by increases in state income taxes. Further, the Coronavirus Aid, Relief and Economic Security Act (“CARES”) allows the Company to carryback losses five years; therefore, the Company has recorded $38.1 million of estimated refunds calculated through the third quarter of 2021 in Accounts receivable in the Condensed Consolidated Balance Sheets.
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 the Company’s condensed consolidated financial statements. However, given the inherent uncertainties involved in such matters, an adverse outcome in one or more 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.
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. Layaway sales
20
are recorded as deferred revenue until the customer takes possession of, or forfeits, the merchandise. Gift cards do not have expiration dates. 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. 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. During the three and nine months ended October 30, 2021, the Company estimated customer credit losses of $,134000 and $,409000, respectively, compared to $125,000 and $311,000 for the three and nine months ended October 31, 2020, respectively. Sales purchased on the Company’s proprietary credit card for the three and nine months ended October 30, 2021 were $4.4 million and $13.6 million, respectively, compared to $4.2 million and $11.1 million for the three and nine months ended October 31, 2020, respectively.
The following table provides information about receivables and contract liabilities from contracts with customers (in thousands):
Balance as of
Proprietary Credit Card Receivables, net
8,710
9,606
Gift Card Liability
6,024
8,155
21
NOTE 12 – LEASES:
The Company determines whether an arrangement is a lease at inception. The Company has operating leases for stores, offices and equipment. Its leases have remaining lease terms of up to 10 years based on the estimated likelihood of renewal. Some include options to extend the lease term for up to five years, and some 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):
Operating lease cost (a)
17,509
17,665
Variable lease cost (b)
660
480
(a) Includes right-of-use asset amortization of ($0.4) million and ($0.8) million for the three months ended October 30, 2021 and October 31, 2020, respectively.
(b) Primarily related to monthly percentage rent for stores not presented on the condensed consolidated balance sheets.
51,569
52,522
2,153
999
(a) Includes right-of-use asset amortization of ($2.1) million and ($3.5) million for the nine months ended October 30, 2021 and October 31, 2020, respectively.
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Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows (in thousands):
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities
16,485
16,109
Right-of-use assets obtained in exchange for lease obligations
1,705
(1,825)
48,158
47,554
(23,718)
29,659
During the second quarter of 2021, the Company reassessed its initial accounting term for approximately 80 stores for the likelihood of renewal. After evaluation, the Company now believes it is no longer probable that these stores will be renewed for a second lease term. The remeasurement resulted in a $25.8 million reduction of the Company’s Right-of-Use assets on the Condensed Consolidated Balance Sheets.
Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:
As of
Weighted-average remaining lease term
2.0 years
2.7 years
Weighted-average discount rate
3.42%
4.14%
Maturities of lease liabilities by fiscal year for the Company’s operating leases are as follows (in thousands):
Fiscal Year
2021 (a)
16,110
2022
49,333
2023
36,478
2024
22,788
2025
12,456
Thereafter
5,543
Total lease payments
142,708
Less: Imputed interest
7,839
Present value of lease liabilities
134,869
(a) Excluding the 9 months ended October 30, 2021.
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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 29, 2022 (“fiscal 2021”) and beyond, including, but not limited to, statements regarding expected amounts of capital expenditures and store openings, relocations, remodels and closures and statements regarding the potential impact of the COVID-19 pandemic and related responses and mitigation efforts on our business, results of operations and financial condition; and (5) statements relating to our future contingencies. When possible, we have attempted to identify forward-looking statements by using words such as “will,” “expects,” “anticipates,” “approximates,” “believes,” “estimates,” “hopes,” “intends,” “may,” “plans,” “could,” “would,” “should” and any variations or negative formations of such words and similar expressions. We can give no assurance that actual results or events will not differ materially from those expressed or implied in any such forward-looking statements. Forward-looking statements included in this report are based on information available to us as of the filing date of this report, but subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by the forward-looking statements. Such factors include, but are not limited to, the following: any actual or perceived deterioration in the conditions that drive consumer confidence and spending, including, but not limited to, prevailing social, economic, political and public health conditions and uncertainties, levels of unemployment, fuel, energy and food costs, wage rates, tax rates, interest rates, home values, consumer net worth and the availability of credit; changes in laws, regulations or governmental policies affecting our business, including tariffs; uncertainties regarding the impact of any governmental actions regarding, or responses to, the foregoing conditions; competitive factors and pricing pressures; our ability to predict and respond to rapidly changing fashion trends and consumer demands; our ability to successfully implement our new store development strategy to increase new store openings and our ability of any such new stores to grow and perform as expected; adverse weather, public health threats (including the COVID-19 pandemic) or similar conditions that may affect our sales or operations; inventory risks due to shifts in market demand, including the ability to liquidate excess inventory at anticipated margins; and other factors discussed under “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended January 30, 2021 (“fiscal 2020”), 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.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES:
The Company’s accounting policies are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021. As disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” 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 allowance for customer credit losses, inventory shrinkage, the calculation of potential asset impairment, workers’ compensation, general and auto insurance liabilities, reserves relating to self-insured health insurance, and uncertain tax positions.
The Company’s critical accounting policies and estimates are discussed with the Audit Committee.
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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:
Total retail sales
100.0
%
Other revenue
1.0
1.1
0.9
1.3
101.0
101.1
100.9
101.3
Cost of goods sold (exclusive of depreciation)
61.1
73.3
58.4
78.6
Selling, general and administrative (exclusive of depreciation)
36.6
34.8
33.5
35.8
1.9
2.4
1.6
2.7
(0.3)
(0.5)
(0.9)
1.7
(8.9)
7.7
(14.9)
5.0
(2.4)
7.4
(9.5)
RESULTS OF OPERATIONS (CONTINUED):
Comparison of the Three and Nine Months ended October 30, 2021 with October 31, 2020
Total retail sales for the third quarter were $170.5 million compared to last year’s third quarter sales of $149.2 million, a 14% increase. The Company’s sales increase in the third quarter of fiscal 2021 is primarily due to a 14% increase in same-store sales and sales from new stores, partially offset by permanently closed stores in 2020. The increase in same-store sales is primarily due to stores being open in this year’s third quarter, as opposed to operating on limited hours during the third quarter of 2020. For the nine months ended October 30, 2021, total retail sales were $587.7 million compared to last year’s comparable nine month sales of
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$414.3 million, a 42% increase. Sales in the first nine months of fiscal 2021 increased primarily due to a 41% increase in same-store sales and sales from new stores, partially offset by permanently closed stores in 2020. Same-store sales for the nine months ended October 30, 2021 increased primarily due to stores being open in the first nine months of 2021 as opposed to closed from March 19, 2020 into the second quarter of 2020. 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 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 nine months ended October 30, 2021 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 $172.2 million and $593.0 million for the three and nine months ended October 30, 2021, compared to $150.8 million and $419.7 million for the three and nine months ended October 31, 2020, respectively. The Company operated 1,324 stores at October 30, 2021 compared to 1,347 stores at the end of last year’s third quarter. During the first nine months of fiscal 2021, the Company closed six stores. The Company currently expects to open fewer than 10 stores and to close approximately 25 stores in fiscal 2021.
Credit revenue of $0.5 million represented 0.3% of total revenues in the third quarter of fiscal 2021, compared to 2020 credit revenue of $0.6 million or 0.4% of total revenues. Credit revenue is comprised of interest earned on the Company’s private label credit card portfolio and related fee income. Credit revenue decreased slightly for the most recent comparable period due to lower finance charge income and lower late fee income from sales using the Company’s proprietary credit card. Related expenses principally include payroll, postage and other administrative expenses and totaled $0.5 million in the third quarter of fiscal 2021, compared to last year’s third quarter expense of $0.4 million.
Other revenue in total, as included in total revenues, was $1.7 million and $5.3 million for the three and nine months ended October 30, 2021, respectively, compared to $1.6 million and $5.4 million for the prior year’s comparable three and nine month periods. The overall slight decrease in the nine months ended October 30, 2021 is primarily due to a decrease in finance charge income, partially offset by increases in layaway charges and gift card breakage income.
Cost of goods sold was $104.2 million, or 61.1% of retail sales and $343.5 million, or 58.4% of retail sales for the three and nine months ended October 30, 2021, respectively, compared to $109.4 million, or 73.3% of retail sales and $325.7 million, or 78.6% of retail sales for the comparable three and nine month periods of fiscal 2020. The overall decrease in cost of goods sold as a percent of retail sales for the third quarter of fiscal 2021 resulted primarily from the leveraging of occupancy, buying and distribution costs due to more normalized sales and higher sales of regular priced goods. 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) increased by 66.6% to $66.3 million for the third quarter of fiscal 2021 and increased by 175.9% to $244.2 million for the first nine months of fiscal 2021, compared to $39.8 million and $88.5 million for the prior year’s comparable three and nine months of fiscal 2020. Gross margin as presented may not be comparable to those of other entities.
Selling, general and administrative expenses (“SG&A”) primarily include corporate and store payroll, related payroll taxes and benefits, insurance, supplies, advertising, bank and credit card processing fees. SG&A
29
expenses were $62.5 million, or 36.6% of retail sales and $196.7 million, or 33.5% of retail sales for the third quarter and first nine months of fiscal 2021, respectively, compared to $51.9 million, or 34.8% of retail sales and $148.4 million, or 35.8% of retail sales for the prior year’s comparable three and nine month periods. The overall increase in SG&A expense for the third quarter is primarily due to increased employee benefit/bonus expense and store operating expenses as store operating hours have increased substantially compared to the prior year’s phased store reopening following the extended store closure due to COVID-19, partially offset by a decrease in insurance expense. For the first nine months of fiscal 2021, the overall increase in SG&A expense was primarily attributable to increased employee benefit/bonus expense and store operating expenses as operating hours have increased substantially compared to the prior year’s phased store reopening following the extended store closure due to COVID-19, partially offset by a $5.3 million non-cash impairment charge in 2020.
Depreciation expense was $3.2 million, or 1.9% of retail sales and $9.4 million, or 1.6% of retail sales for the third quarter and first nine months of fiscal 2021, respectively, compared to $3.6 million, or 2.4% of retail sales and $11.1 million or 2.7% of retail sales for the comparable three and nine month periods of fiscal 2020, respectively. The decrease in depreciation expense is attributable to lower net fixed assets primarily due to $13.7 million of impairment charges in 2020.
Interest and other income was $0.5 million, or 0.3% of retail sales and $1.7 million, or 0.3% of retail sales for the three and nine months ended October 30, 2021, respectively, compared to $0.8 million, or 0.5% of retail sales and $3.6 million, or 0.9% of retail sales for the comparable three and nine month periods of fiscal 2020, respectively. The decrease for the first nine months of fiscal 2021 compared to 2020 is primarily attributable to lower interest rates and smaller gains from the sale of investments, partially offset by an increase in short-term investments.
Income tax benefit was $5.7 million for the third quarter and $1.9 million expense for the first nine months of fiscal 2021, respectively, compared to an income tax benefit of $9.7 million and $22.7 million for the comparable three and nine month periods of fiscal 2020, respectively. For the first nine months of fiscal 2021, the Company’s effective tax rate was 4.3% (Expense) compared to 36.7% (Benefit) for the first nine months of 2020. The change in the 2021 year-to-date tax rate was primarily due to higher pre-tax earnings, ability to realize foreign tax credits, release of reserves for uncertain tax positions due to the expiration of the statute of limitations and a favorable adjustment to the federal net operating loss carryback, partially offset by increases in state income taxes.
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 borrowings available under its revolving credit agreement, will be adequate to fund the Company’s regular operating requirements and expected capital expenditures for fiscal 2021 and the next 12 months.
Cash provided by operating activities during the first nine months of fiscal 2021 was $79.4 million as compared to $26.1 million used in the first nine months of fiscal 2020. Cash provided by operating activities for the first nine months of fiscal 2021 was primarily generated by earnings adjusted for depreciation and changes in working capital. The increase in cash provided of $105.5 million for the first nine months of fiscal 2021 as compared to the first nine months of fiscal 2020 was primarily due to a net income versus a net loss and an increase in accounts payable and accrued liabilities, partially offset by an increase in inventory and a decrease in impairment charges.
30
At October 30, 2021, the Company had working capital of $147.4 million compared to $108.6 million at January 30, 2021. The increase in working capital is primarily attributable to higher inventory, accounts receivable and short-term investments, partially offset by higher accounts payable and accrued employee benefits and bonus.
At October 30, 2021 and January 30, 2021, the Company had an unsecured revolving credit agreement, which provides for borrowings of up to $35.0 million, less the value of revocable letters of credit relating to purchase commitments. The revolving credit agreement is committed until May 2023. The credit agreement contains various financial covenants and limitations, including the maintenance of specific financial ratios with which the Company was in compliance as of October 30, 2021. There were no borrowings outstanding under the credit facility, nor outstanding letters of credit that reduced borrowing availability, as of October 30, 2021 and January 30, 2021.
Expenditures for property and equipment totaled $1.8 million in the first nine months of fiscal 2021, compared to $11.2 million in last fiscal year’s first nine months. For the full fiscal 2021 year, the Company expects to invest approximately $4.1 million for capital expenditures.
Net cash used by investing activities totaled $51.3 million in the first nine months of fiscal 2021 compared to $57.9 million provided by investing activities in the comparable period of 2020. The increase in net cash used in 2021 is primarily due to a decrease in the sale of short-term investments and an increase in the purchase of short-term investments, partially offset by a decrease in capital expenditures.
Net cash used in financing activities totaled $21.3 million in the first nine months of fiscal 2021 compared to $24.3 million used in the comparable period of fiscal 2020. The decrease was primarily due to less dividends paid and stock repurchases.
As of October 30, 2021, the Company had 872,513 shares remaining in open authorizations under its share repurchase program.
The Company does not use derivative financial instruments.
31
See Note 7, Fair Value Measurements.
RECENT ACCOUNTING PRONOUNCEMENTS:
See Note 8, Recent Accounting Pronouncements.
32
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:
The Company is subject to market rate risk from exposure to changes in interest rates based on 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 October 30, 2021. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of October 30, 2021, 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 October 30, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
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 30, 2021. 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 October 30, 2021:
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)
August 2021
184,319
16.66
September 2021
209,497
16.59
October 2021
114,450
16.87
508,266
16.68
872,513
(1)Prices include trading costs.
(2)As of July 31, 2021, the Company’s share repurchase program had 1,380,779 shares remaining in open authorizations. During the third quarter ended October 30, 2021, the Company repurchased and retired 508,266 shares under this program for approximately $8,475,694 or an average market price of $16.68 per share. As of October 30, 2021, the Company had 872,513 shares remaining in open authorizations. There is no specified expiration date for the Company’s repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
ITEM 4. MINE SAFETY DISCLOSURES:
ITEM 5. OTHER INFORMATION:
ITEM 6. EXHIBITS:
Exhibit No.
Item
3.1
Registrant’s Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Form 10-Q of the Registrant for the quarter ended May 2, 2020.
3.2
Registrant’s Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to Form 10-Q of the Registrant for the quarter ended May 2, 2020.
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2*
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1*
Section 1350 Certification of Principal Executive Officer.
32.2*
Section 1350 Certification of Principal Financial Officer.
101.1*
The following materials from Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 30, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three Months and Nine Months Ended October 30, 2021 and October 31, 2020; (ii) Condensed Consolidated Balance Sheets at October 30, 2021 and January 30, 2021; (iii) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 30, 2021 and October 31, 2020; (iv) Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended October 30, 2021 and October 31, 2020; and (v) Notes to Condensed Consolidated Financial Statements.
104.1
Cover Page Interactive Data File (Formatted in Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101.1*)
* Submitted electronically herewith.
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.
November 19, 2021
/s/ John P. D. Cato
Date
John P. D. Cato
Chairman, President and
Chief Executive Officer
/s/ John R. Howe
John R. Howe
Executive Vice President
Chief Financial Officer