Financial Performance - Total retail sales for the first quarter of fiscal 2021 were $211.2 million, a 111.0% increase compared to $98.8 million in the first quarter of fiscal 2020[95] - Cost of goods sold was $123.7 million, or 58.5% of retail sales, down from $83.6 million, or 84.6% of retail sales in the first quarter of fiscal 2020[99] - Gross margin increased by 475.4% to $87.6 million for the first quarter of fiscal 2021 compared to $15.2 million in the first quarter of fiscal 2020[99] - Net income for the first quarter of fiscal 2021 was $20.7 million, compared to a net loss of $28.4 million in the first quarter of fiscal 2020[90] Expenses and Costs - Selling, general and administrative expenses (SG&A) were 29.9% of retail sales for the first quarter of fiscal 2021, down from 53.1% in the first quarter of fiscal 2020[100] - The effective income tax rate for the first quarter of fiscal 2021 was 12.9%, compared to a benefit of 24.3% in the first quarter of fiscal 2020[104] Store Operations - The Company operated 1,325 stores at May 1, 2021, compared to 1,300 stores at the end of the first quarter of fiscal 2020[96] - The Company expects to close approximately 25 stores in fiscal 2021[96] Cash Flow and Working Capital - Cash provided by operating activities for the first three months of fiscal 2021 increased by $115.8 million compared to the first three months of fiscal 2020, primarily due to net income versus a net loss[106] - Working capital increased to $130.5 million at May 1, 2021, compared to $108.6 million at January 30, 2021[107] Capital Expenditures and Investments - Capital expenditures totaled $0.6 million in the first three months of fiscal 2021, down from $5.3 million in the same period last year, with an expected total of approximately $3.1 million for the full fiscal year[109] - Net cash used by investing activities was $34.2 million in the first three months of fiscal 2021, compared to $76.9 million provided in the same period of fiscal 2020, primarily due to a decrease in the sale of short-term investments[110] Financing Activities - Net cash used by financing activities totaled $5.5 million in the first three months of fiscal 2021, down from $12.4 million in the comparable period of fiscal 2020, mainly due to a decrease in proceeds from the line of credit[111] Shareholder Returns - The Board of Directors declared a quarterly dividend of $0.11 per share on May 20, 2021[112] - As of May 1, 2021, the company had 1,445,488 shares remaining in open authorizations under its share repurchase program[114] Investment Portfolio - The investment portfolio was primarily in corporate bonds and government debt securities with underlying ratings of A or better, with maturities ranging from 4 days to 4.5 years for corporate bonds[116] - At May 1, 2021, the company held $0.8 million in corporate equities and $11.6 million in deferred compensation plan assets[117] - The company does not believe its exposure to market rate risk from interest rate changes is material[120]

Part I [Business](index=5&type=section&id=Item%201.%20Business) The Cato Corporation operates 1,330 fashion specialty stores with a value-pricing and convenience-focused strategy - As of January 30, 2021, the Company operated **1,330 fashion specialty stores** in 33 states under various brand names[13](index=13&type=chunk) - The company's business strategy focuses on offering on-trend merchandise, value pricing, and convenient store locations[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) Store Development Activity (Fiscal 2016-2020) | Fiscal Year | Stores at Beginning of Year | Opened | Closed | Stores at End of Year | | :--- | :--- | :--- | :--- | :--- | | 2016 | 1,372 | 8 | 9 | 1,371 | | 2017 | 1,371 | 6 | 26 | 1,351 | | 2018 | 1,351 | - | 40 | 1,311 | | 2019 | 1,311 | 5 | 35 | 1,281 | | 2020 | 1,281 | 76 | 27 | 1,330 | - A majority of merchandise is sourced directly from overseas manufacturers, with the largest single vendor comprising **10% of total purchases** in fiscal 2020[24](index=24&type=chunk) - As of January 30, 2021, the Company employed approximately **7,400 associates**, with over 80% of management promoted from within[44](index=44&type=chunk)[45](index=45&type=chunk) [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the COVID-19 pandemic, supply chain dependencies, and fashion trend volatility - The **COVID-19 pandemic** has adversely impacted sales and operations and is expected to continue affecting future results[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - Significant reliance on overseas manufacturing exposes the company to **trade disruptions and supply chain risks**[56](index=56&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) - The business is highly dependent on anticipating fashion trends, where miscalculations could lead to **excess inventory and markdowns**[65](index=65&type=chunk)[66](index=66&type=chunk) - Operations rely on a **single, centralized distribution center**, creating a significant operational disruption risk[86](index=86&type=chunk)[87](index=87&type=chunk) - Chairman, President and CEO John P. D. Cato controls approximately **48.1% of the voting power**, allowing significant influence over shareholder matters[118](index=118&type=chunk)[119](index=119&type=chunk) [Unresolved Staff Comments](index=20&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[122](index=122&type=chunk) [Properties](index=20&type=section&id=Item%202.%20Properties) The company owns its main distribution center and offices in North Carolina and land in South Carolina - The Company's main distribution center and general offices are in a Company-owned **552,000 square foot building** in Charlotte, North Carolina[123](index=123&type=chunk) - The Company owns approximately **185 acres of land** in York County, South Carolina, as a potential new distribution center site[123](index=123&type=chunk) [Legal Proceedings](index=21&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material pending litigation - The Company is not currently a party to any pending litigation expected to have a **material adverse effect** on its financial position or operations[125](index=125&type=chunk) [Executive Officers of the Registrant](index=22&type=section&id=Item%203A.%20Executive%20Officers%20of%20the%20Registrant) This section lists the company's executive officers, their ages, positions, and professional backgrounds Executive Officers (as of March 29, 2021) | Name | Age | Position | | :--- | :--- | :--- | | John P. D. Cato | 70 | Chairman, President and Chief Executive Officer | | John R. Howe | 58 | Executive Vice President, Chief Financial Officer | | Gordon Smith | 65 | Executive Vice President, Chief Real Estate and Store Development Officer | [Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no matters requiring disclosure under this item - No matters requiring disclosure[132](index=132&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=23&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, and it actively repurchased shares during the fourth quarter of fiscal 2020 - The Company's Class A Common Stock trades on the New York Stock Exchange (NYSE) under the symbol **CATO**[135](index=135&type=chunk) Issuer Purchases of Equity Securities (Q4 2020) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | November 2020 | 320,707 | $7.09 | | December 2020 | - | - | | January 2021 | - | - | | **Total** | **320,707** | **$7.09** | - As of January 30, 2021, the Company had **1,871,149 shares remaining** in open authorizations for repurchase[141](index=141&type=chunk) [Selected Financial Data](index=26&type=section&id=Item%206.%20Selected%20Financial%20Data) This section presents a five-year summary of key financial data, highlighting a net loss in fiscal 2020 Five-Year Selected Financial Data (in thousands, except per share data) | Fiscal Year | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Retail sales** | $567,516 | $816,184 | $821,113 | $841,997 | $947,370 | | **Net income (loss)** | $(47,483) | $35,897 | $30,461 | $8,540 | $47,212 | | **Diluted earnings (loss) per share** | $(2.01) | $1.46 | $1.23 | $0.34 | $1.72 | | **Cash dividends paid per share** | $0.33 | $1.32 | $1.32 | $1.32 | $1.29 | | **Stores open at end of year** | 1,330 | 1,281 | 1,311 | 1,351 | 1,371 | | **Total assets** | $591,452 | $684,976 | $497,906 | $516,076 | $606,324 | | **Total stockholders' equity** | $246,498 | $316,514 | $316,836 | $326,353 | $383,903 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the pandemic's impact on fiscal 2020 results, liquidity measures, and critical accounting policies - The COVID-19 pandemic adversely impacted fiscal 2020 results, prompting cost-saving measures like **suspending dividends** and reducing capital expenditures[148](index=148&type=chunk)[150](index=150&type=chunk) Fiscal 2020 vs. Fiscal 2019 Results | Metric | Fiscal 2020 | Fiscal 2019 | Change | | :--- | :--- | :--- | :--- | | Retail Sales | $567.5M | $816.2M | -30.5% | | Same-Store Sales | N/A | N/A | -32% | | Gross Margin % of Sales | 23.7% (1) | 37.6% (1) | -13.9 p.p. | | SG&A % of Sales | 36.4% | 32.3% | +4.1 p.p. | | Net Income (Loss) | ($47.5M) | $35.9M | -232.3% | | Diluted EPS | ($2.01) | $1.46 | -237.7% | (1) Gross Margin calculated as (Retail Sales - Cost of Goods Sold) / Retail Sales - The company's most significant accounting estimates involve allowances for credit losses, inventory shrinkage, and potential asset impairment[169](index=169&type=chunk) - The company maintains a **$35.0 million unsecured revolving credit agreement**, with no borrowings outstanding as of January 30, 2021[180](index=180&type=chunk)[186](index=186&type=chunk) Contractual Obligations as of January 30, 2021 (in thousands) | Contractual Obligations | Total | Payments Due in 2021 | 2022-2023 | 2024-2025 | Thereafter | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating leases | $227,525 | $70,007 | $84,356 | $36,357 | $36,805 | [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's exposure to market risk from changes in interest rates is not considered material - The Company does not believe its exposure to market rate risk from changes in interest rates is **material**[200](index=200&type=chunk) [Financial Statements and Supplementary Data](index=34&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the audited consolidated financial statements and the independent auditor's report - The independent auditor issued an **unqualified opinion** on the financial statements and the effectiveness of internal control over financial reporting[206](index=206&type=chunk)[207](index=207&type=chunk) - The auditor identified the **impairment of long-lived assets** for store locations as a Critical Audit Matter due to significant management judgment[217](index=217&type=chunk)[218](index=218&type=chunk) Consolidated Statement of Operations Highlights (in thousands) | | FY 2020 | FY 2019 | FY 2018 | | :--- | :--- | :--- | :--- | | Total Revenues | $575,111 | $825,335 | $829,664 | | Income (loss) before income taxes | $(72,806) | $43,207 | $33,051 | | Net income (loss) | $(47,483) | $35,897 | $30,461 | Consolidated Balance Sheet Highlights (in thousands) | | Jan 30, 2021 | Feb 1, 2020 | | :--- | :--- | :--- | | Total Current Assets | $290,550 | $362,797 | | Total Assets | $591,452 | $684,976 | | Total Current Liabilities | $181,934 | $199,302 | | Total Stockholders' Equity | $246,498 | $316,514 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=63&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[339](index=339&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that the company's **disclosure controls and procedures were effective** as of January 30, 2021[339](index=339&type=chunk) - Management concluded that the company's **internal control over financial reporting was effective** as of January 30, 2021[340](index=340&type=chunk) [Other Information](index=63&type=section&id=Item%209B.%20Other%20Information) The Compensation Committee approved a discretionary bonus for eligible associates, including named executive officers Discretionary Bonus for Named Executive Officers | Name | Title | Discretionary Bonus | | :--- | :--- | :--- | | John P. D. Cato | Chairman, President and Chief Executive Officer | $391,839 | | John R. Howe | Executive Vice President, Chief Financial Officer | $69,783 | | Gordon D. Smith | Executive Vice President, Chief Real Estate and Store Development Officer | $54,921 | Part III [Directors, Executive Officers and Corporate Governance](index=64&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors and corporate governance is incorporated by reference from the 2021 Proxy Statement - Information regarding directors and corporate governance is **incorporated by reference** from the Registrant's Proxy Statement for its 2021 annual stockholders' meeting[345](index=345&type=chunk) [Executive Compensation](index=65&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive and director compensation is incorporated by reference from the 2021 Proxy Statement - Information regarding executive compensation is **incorporated by reference** from the Company's 2021 Proxy Statement[347](index=347&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=65&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section provides information on equity compensation plans and incorporates security ownership details by reference Equity Compensation Plan Information (as of Jan 30, 2021) | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by security holders | - | - | 3,979,491 | | Not approved by security holders | - | - | - | | **Total** | **-** | **-** | **3,979,491** | - Information regarding security ownership of certain beneficial owners and management is **incorporated by reference** from the 2021 Proxy Statement[351](index=351&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=65&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2021 Proxy Statement - Information regarding certain relationships, related transactions, and director independence is **incorporated by reference** from the 2021 Proxy Statement[352](index=352&type=chunk) [Principal Accountant Fees and Services](index=65&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information concerning principal accountant fees and services is incorporated by reference from the 2021 Proxy Statement - Information regarding principal accountant fees and services is **incorporated by reference** from the 2021 Proxy Statement[353](index=353&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=66&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K report - This section lists all financial statements, schedules, and exhibits filed with the report, including governance documents and material contracts[358](index=358&type=chunk)[359](index=359&type=chunk) [Form 10-K Summary](index=68&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that no Form 10-K summary is provided - None[367](index=367&type=chunk)

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 31, 2020 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 (St ...

Sales Performance - Total retail sales for Q2 2020 were $166.3 million, a 21.0% decrease from $210.4 million in Q2 2019[80] - Same-store sales decreased by 22% in Q2 2020 and 39% for the first six months of fiscal 2020[80] - Total revenues for Q2 2020 were $168.2 million, down from $212.6 million in Q2 2019, and $268.9 million for the first six months, compared to $442.9 million in the prior year[81] Cost and Expenses - Cost of goods sold was $132.7 million (79.8% of retail sales) for Q2 2020, compared to $130.4 million (62.0% of retail sales) in Q2 2019[84] - Gross margin dollars decreased by 58.1% to $33.5 million for Q2 2020, down from $80.0 million in Q2 2019[84] - SG&A expenses were $44.0 million (26.4% of retail sales) for Q2 2020, compared to $66.1 million (31.4% of retail sales) in Q2 2019[85] Store Operations - The company operated 1,333 stores as of August 1, 2020, compared to 1,299 stores at the end of the previous year's second quarter[81] - The company expects to open 76 stores and close approximately 40 stores in fiscal 2020[81] E-commerce Performance - E-commerce sales were less than 6% of total sales for the six months ended August 1, 2020[80] Financial Management - The company suspended its quarterly dividend and significantly reduced capital expenditures due to COVID-19[78] - Income tax benefit for Q2 2020 was $3.9 million, compared to an expense of $2.1 million in Q2 2019, with a year-to-date effective tax rate of 26.7%[89] - Cash used by operating activities in the first six months of fiscal 2020 was $48.2 million, compared to cash provided of $45.2 million in the same period of fiscal 2019[92] - Working capital decreased to $126.6 million as of August 1, 2020, from $163.5 million at February 1, 2020, primarily due to reduced short-term assets and lower inventories[95] Capital Expenditures and Investments - Expenditures for property and equipment totaled $9.8 million in the first six months of fiscal 2020, up from $2.2 million in the same period last year, with an expected total of approximately $13.0 million for the full fiscal year[97] - Net cash provided by investing activities was $91.0 million in the first six months of fiscal 2020, compared to $23.4 million used in the same period of 2019[98] - Net cash used in financing activities totaled $17.6 million in the first six months of fiscal 2020, a decrease from $18.8 million in the comparable period of fiscal 2019[99] Credit and Risk Management - The company maintains a $35.0 million unsecured revolving credit facility, with no outstanding borrowings as of August 1, 2020[92] - The company recorded a valuation allowance against deferred tax assets due to the likelihood of not realizing state net operating losses[90] - The investment portfolio primarily consists of corporate bonds and government debt securities rated A or better, with maturities ranging from six days to seven years[101] - The company does not use derivative financial instruments, indicating a conservative approach to financial risk management[100]

Table of Contents 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 May 2, 2020 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) Delawar ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-31340 The Cato Corporation Registrant Delaware 56-0484485 State of Incorporation I.R.S. Employer Identification Number 8100 Denmark Road Charlotte, North Carolina 28273-5975 Address ...

Table of Contents 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 November 2, 2019 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) D ...

Table of Contents 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, 2019 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) Del ...

Table of Contents 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 May 4, 2019 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 | --- | --- | --- | |-----------------------------------------------------|------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 2, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-31340 The Cato Corporation None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ Indicate by check ...