##### 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 1934For the quarterly period ended May 2, 2009ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition
period from ____________ to ____________
 1-31340
 THE CATO CORPORATION
 
  Delaware
    
    56-0484485(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
  
 
  
   
   x o
  o o
  Large accelerated filer  ̈
    
    Accelerated filer þ
    
    Non-accelerated filer  ̈
    
    Smaller reporting company  ̈(Do not check if a smaller reporting company)
  o x




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##### 



THE CATO CORPORATION
 FORM 10-Q
 Quarter Ended May 2, 2009
 Table of Contents
 PageNo.PART I  FINANCIAL INFORMATION (UNAUDITED)Item 1. Financial Statements:Condensed Consolidated Statements of Income and Comprehensive Income
    
    
    2For the Three Months Ended May 2, 2009 and May 3, 2008Condensed Consolidated Balance Sheets
    
    
    3At May 2, 2009, May 3, 2008 and January 31, 2009Condensed Consolidated Statements of Cash Flows
    
    
    4For the Three Months Ended May 2, 2009 and May 3, 2008Notes to Condensed Consolidated Financial Statements
    
    
    5 - 12For the Three Months Ended May 2, 2009 and May 3, 2008Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    13 - 18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20 - 21Signatures
    
    
    22 - 26EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 THE CATO CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
 Three Months EndedMay 2,
    
    
    May 3,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)(Dollars in thousands,except per share data)REVENUESRetail sales
    
    $
    238,055
    
    
    $
    225,791Other income (principally finance charges, late fees and
layaway charges)
    
    
    2,972
    
    
    
    3,037Total revenues
    
    
    241,027
    
    
    
    228,828COSTS AND EXPENSES, NETCost of goods sold (exclusive of depreciation shown below)
    
    
    141,913
    
    
    
    141,620Selling, general and administrative (exclusive of depreciation
shown below)
    
    
    64,644
    
    
    
    56,317Depreciation
    
    
    5,544
    
    
    
    5,610Interest and other income
    
    
    (1,060
    )
    
    
    (1,901
    )211,041
    
    
    
    201,646Income before income taxes
    
    
    29,986
    
    
    
    27,182Income tax expense
    
    
    11,173
    
    
    
    10,329Net income
    
    $
    18,813
    
    
    $
    16,853Basic earnings per share
    
    $
    0.64
    
    
    $
    0.57Diluted earnings per share
    
    $
    0.64
    
    
    $
    0.57Dividends per share
    
    $
    .165
    
    
    $
    .165Comprehensive income:Net income
    
    $
    18,813
    
    
    $
    16,853Unrealized (losses) on available-for-sale securities, net
of deferred income tax benefit
    
    
    (26
    )
    
    
    (236
    )Net comprehensive income
    
    $
    18,787
    
    
    $
    16,617
  2




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##### Table of Contents



THE CATO CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 May 2,
    
    
    May 3,
    
    
    January 31,2009
    
    
    2008
    
    
    2009(Unaudited)
    
    
    (Unaudited)(Dollars in thousands)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    42,006
    
    
    $
    42,091
    
    
    $
    42,262Short-term investments
    
    
    115,696
    
    
    
    76,101
    
    
    
    93,452Restricted cash
    
    
    9,016
    
    
    
    9,037
    
    
    
    9,089Accounts receivable, net of allowance for doubtful accounts of $3,328,
$3,192 and $3,723 at May 2, 2009, May 3, 2008, and January 31,
2009, respectively
    
    
    42,518
    
    
    
    45,570
    
    
    
    44,136Merchandise inventories
    
    
    114,339
    
    
    
    113,227
    
    
    
    112,290Deferred income taxes
    
    
    6,406
    
    
    
    6,837
    
    
    
    6,403Prepaid expenses
    
    
    7,530
    
    
    
    7,659
    
    
    
    7,737Total Current Assets
    
    
    337,511
    
    
    
    300,522
    
    
    
    315,369Property and equipment  net
    
    
    114,096
    
    
    
    122,936
    
    
    
    116,262Other assets
    
    
    7,228
    
    
    
    4,548
    
    
    
    3,722Total Assets
    
    $
    458,835
    
    
    $
    428,006
    
    
    $
    435,353LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    95,644
    
    
    $
    92,041
    
    
    $
    102,971Accrued expenses
    
    
    33,901
    
    
    
    29,755
    
    
    
    29,946Accrued bonus and benefits
    
    
    8,888
    
    
    
    4,278
    
    
    
    6,307Accrued income taxes
    
    
    22,067
    
    
    
    17,900
    
    
    
    11,506Total Current Liabilities
    
    
    160,500
    
    
    
    143,974
    
    
    
    150,730Deferred income taxes
    
    
    2,528
    
    
    
    1,707
    
    
    
    2,528Other noncurrent liabilities (primarily deferred rent)
    
    
    19,325
    
    
    
    22,399
    
    
    
    20,282Commitments and contingencies
    
    
    
    
    
    
    
    
    
    
    --Stockholders 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 36,443,898 shares, 36,258,360 shares and
36,303,922 shares at May 2, 2009, May 3, 2008 and
January 31, 2009, respectively
    
    
    1,215
    
    
    
    1,209
    
    
    
    1,210Convertible Class B common stock, $.033 par value per share,
15,000,000 shares authorized; issued 1,743,525 shares
at May 2, 2009, May 3, 2008 and January 31, 2009
    
    
    58
    
    
    
    58
    
    
    
    58Additional paid-in capital
    
    
    62,325
    
    
    
    59,462
    
    
    
    61,608Retained earnings
    
    
    368,306
    
    
    
    352,098
    
    
    
    354,333Accumulated other comprehensive income
    
    
    387
    
    
    
    473
    
    
    
    413432,291
    
    
    
    413,300
    
    
    
    417,622Less Class A common stock in treasury, at cost (8,660,333 shares,
8,461,615 shares and 8,660,333 shares at May 2, 2009, May 3, 2008
and January 31, 2009, respectively)
    
    
    (155,809
    )
    
    
    (153,374
    )
    
    
    (155,809
    )Total Stockholders Equity
    
    
    276,482
    
    
    
    259,926
    
    
    
    261,813Total Liabilities and Stockholders Equity
    
    $
    458,835
    
    
    $
    428,006
    
    
    $
    435,353
  3




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THE CATO CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMay 2,
    
    
    May 3,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)(Dollars in thousands)OPERATING ACTIVITIESNet income
    
    $
    18,813
    
    
    $
    16,853Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation
    
    
    5,544
    
    
    
    5,610Provision for doubtful accounts
    
    
    924
    
    
    
    767Share-based compensation
    
    
    426
    
    
    
    515Excess tax benefits from share-based compensation
    
    
    (26
    )
    
    
    (13
    )Loss on disposal of property and equipment
    
    
    149
    
    
    
    290Changes in operating assets and liabilities which provided
(used) cash:Accounts receivable
    
    
    694
    
    
    
    (1,055
    )Merchandise inventories
    
    
    (2,049
    )
    
    
    5,452Prepaid and other assets
    
    
    (3,299
    )
    
    
    100Accrued income taxes
    
    
    10,587
    
    
    
    9,985Accounts payable, accrued expenses and other liabilities
    
    
    (1,740
    )
    
    
    (15,213
    )Net cash provided by operating activities
    
    
    30,023
    
    
    
    23,291INVESTING ACTIVITIESExpenditures for property and equipment
    
    
    (3,533
    )
    
    
    (5,647
    )Purchases of short-term investments
    
    
    (36,590
    )
    
    
    (45,536
    )Sales of short-term investments
    
    
    14,316
    
    
    
    53,075Change in restricted cash
    
    
    73
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (25,734
    )
    
    
    1,892FINANCING ACTIVITIESChange in cash overdrafts included in accounts payable
    
    
    
    
    
    
    (100
    )Dividends paid
    
    
    (4,849
    )
    
    
    (4,849
    )Proceeds from employee stock purchase plan
    
    
    178
    
    
    
    213Excess tax benefits from share-based compensation
    
    
    26
    
    
    
    13Proceeds from stock options exercised
    
    
    100
    
    
    
    48Net cash used in financing activities
    
    
    (4,545
    )
    
    
    (4,675
    )Net increase (decrease) in cash and cash equivalents
    
    
    (256
    )
    
    
    20,508Cash and cash equivalents at beginning of period
    
    
    42,262
    
    
    
    21,583Cash and cash equivalents at end of period
    
    $
    42,006
    
    
    $
    42,091
  4




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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MAY 2, 2009 AND MAY 3, 2008
 
 NOTE 1  GENERAL:
        Determining Whether Instruments Granted in Share-Based Payment
Transactions are Participating Securities
 5




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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MAY 2, 2009 AND MAY 3, 2008
 
 NOTE 2  EARNINGS PER SHARE:
 Earnings Per Share,
  Three Months EndedMay 2,
    
    
    May 3,2009
    
    
    2008(Dollars in thousands, except per share data)Basic earnings per share:Net earnings
    
    $
    18,813
    
    
    $
    16,853Earnings allocated to non-vested equity awards
    
    
    (271
    )
    
    
    (168
    )Net earnings available to common stockholders
    
    $
    18,542
    
    
    $
    16,685Basic weighted-average common shares outstanding
    
    
    28,954,367
    
    
    
    29,095,913Basic earnings per share
    
    $
    0.64
    
    
    $
    0.57Diluted earnings per share:Net earnings
    
    $
    18,813
    
    
    $
    16,853Earnings allocated to non-vested equity awards
    
    
    (271
    )
    
    
    (168
    )Net earnings available to common stockholders
    
    $
    18,542
    
    
    $
    16,685Basic weighted-average common shares outstanding
    
    
    28,954,367
    
    
    
    29,095,913Dilutive effect of stock options
    
    
    17,085
    
    
    
    17,310Diluted weighted avg. shares outstanding
    
    
    28,971,452
    
    
    
    29,113,223Diluted earnings per share
    
    $
    0.64
    
    
    $
    0.57
 NOTE 3  SUPPLEMENTAL CASH FLOW INFORMATION:
  6




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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MAY 2, 2009 AND MAY 3, 2008
 
 NOTE 4  FINANCING ARRANGEMENTS:
   NOTE 5  REPORTABLE SEGMENT INFORMATION:
   Three Months EndedMay 2, 2009
    
    Retail
    
    
    Credit
    
    
    TotalRevenues
    
    $
    238,608
    
    
    $
    2,419
    
    
    $
    241,027Depreciation
    
    
    5,544
    
    
    
    
    
    
    
    5,544Interest and other income
    
    
    (1,060
    )
    
    
    
    
    
    
    (1,060
    )Income before taxes
    
    
    29,370
    
    
    
    616
    
    
    
    29,986Total assets
    
    
    384,459
    
    
    
    74,376
    
    
    
    458,835Capital expenditures
    
    
    3,533
    
    
    
    
    
    
    
    3,533
 Three Months EndedMay 3, 2008
    
    Retail
    
    
    Credit
    
    
    TotalRevenues
    
    $
    226,310
    
    
    $
    2,518
    
    
    $
    228,828Depreciation
    
    
    5,600
    
    
    
    10
    
    
    
    5,610Interest and other income
    
    
    (1,901
    )
    
    
    
    
    
    
    (1,901
    )Income before taxes
    
    
    26,319
    
    
    
    863
    
    
    
    27,182Total assets
    
    
    357,696
    
    
    
    70,310
    
    
    
    428,006Capital expenditures
    
    
    5,647
    
    
    
    
    
    
    
    5,647
  7




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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MAY 2, 2009 AND MAY 3, 2008
 
 NOTE 5  REPORTABLE SEGMENT INFORMATION (CONTINUED):
  Three Months EndedMay 2,
    
    
    May 3,2009
    
    
    2008Bad debt expense
    
    $
    924
    
    
    $
    767Payroll
    
    
    249
    
    
    
    253Postage
    
    
    245
    
    
    
    273Other expenses
    
    
    375
    
    
    
    352Total expenses
    
    $
    1,793
    
    
    $
    1,645
 NOTE 6  STOCK BASED COMPENSATION:
   1987
    
    
    1999
    
    
    2004Plan
    
    
    Plan
    
    
    Plan
    
    
    TotalOptions and/or restricted stock initially authorized
    
    
    5,850,000
    
    
    
    1,500,000
    
    
    
    1,350,000
    
    
    
    8,700,000Options and/or restricted stock available for grant:January 31, 2009
    
    
    18,627
    
    
    
    
    
    
    
    868,078
    
    
    
    886,705May 2, 2009
    
    
    18,627
    
    
    
    
    
    
    
    749,490
    
    
    
    768,117
  8




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##### Table of Contents



THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MAY 2, 2009 AND MAY 3, 2008
 
 NOTE 6  STOCK BASED COMPENSATION (CONTINUED):
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    Value (a)Options outstanding at January 31, 2009
    
    
    107,950
    
    
    $
    12.72
    
    
    4.07 years
    
    $
    124,527Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    9,275Outstanding at May 2, 2009
    
    
    98,675
    
    
    $
    12.90
    
    
    3.92 years
    
    $
    346,618Vested and exercisable at May 2, 2009
    
    
    87,425
    
    
    $
    12.61
    
    
    3.56 years
    
    $
    332,333
 
 (a)
    
    The intrinsic value of a stock option is the amount by which the market value of the underlying
stock exceeds the exercise price of the option.      9




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##### Table of Contents



THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MAY 2, 2009 AND MAY 3, 2008
 
 NOTE 6  STOCK BASED COMPENSATION (CONTINUED):
   Weighted AverageNumber of
    
    
    Grant Date FairShares
    
    
    Value Per ShareRestricted stock awards at January 31, 2009
    
    
    439,921
    
    
    $
    20.46Granted
    
    
    157,525
    
    
    
    18.90Vested
    
    
    (55,247
    )
    
    
    22.89Forfeited or expired
    
    
    (38,937
    )
    
    
    20.43Restricted stock awards at May 2, 2009
    
    
    503,262
    
    
    $
    19.76
 NOTE 7  INCOME TAXES:
  NOTE 8  FAIR VALUE MEASUREMENTS
 Fair Value Measurements Effective date of FASB Statement No. 157
 10




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THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MAY 2, 2009 AND MAY 3, 2008
 
 NOTE 8  FAIR VALUE MEASUREMENTS (CONTINUED):
  Fair Value Measurements at Reporting Date UsingDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Short term investments
    
    
    115,696
    
    
    
    115,696
    
    
    
    
    
    
    
    Other Assets
    
    
    5,699
    
    
    
    322
    
    
    
    5,377
    
    
    
    
  Fair Value Measurements at Reporting Date UsingDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Short term investments
    
    
    93,452
    
    
    
    90,002
    
    
    
    3,450
    
    
    
    Other Assets
    
    
    2,258
    
    
    
    303
    
    
    
    1,955
    
    
    
    
   11




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##### Table of Contents



THE CATO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MAY 2, 2009 AND MAY 3, 2008
 
 NOTE 8  FAIR VALUE MEASUREMENTS (CONTINUED):
  NOTE 9  RECENT ACCOUNTING PRONOUNCEMENTS:
 Determining Whether Instruments Granted in Share
Based Payment Transactions Are Participating Securities
 Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly
 Recognition and
Presentation of Other-Than-Temporary Impairments
 12




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##### Table of Contents



THE CATO CORPORATION  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF OPERATIONS
 
 FORWARD LOOKING INFORMATION:
  13




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THE CATO CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
 CRITICAL ACCOUNTING POLICIES:
   RESULTS OF OPERATIONS:
  Three Months EndedMay 2,
    
    
    May 3,2009
    
    
    2008Total retail sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    1.3
    
    
    
    1.3Total revenues
    
    
    101.3
    
    
    
    101.3Cost of goods sold
    
    
    59.6
    
    
    
    62.7Selling, general and administrative
    
    
    27.2
    
    
    
    24.9Depreciation
    
    
    2.3
    
    
    
    2.5Interest and other income
    
    
    (0.4
    )
    
    
    (0.8
    )Income before income taxes
    
    
    12.6
    
    
    
    12.1Net income
    
    
    7.9
    
    
    
    7.5
 Comparison of First Quarter of 2009 with 2008
  14




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THE CATO CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
 RESULTS OF OPERATIONS  (CONTINUED):
      15




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THE CATO CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
 RESULTS OF OPERATIONS  (CONTINUED):
     LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK:
    16




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##### Table of Contents



THE CATO CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
 LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK (CONTINUED):
         17




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THE CATO CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
 LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK (CONTINUED):
  18




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THE CATO CORPORATION  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:
  
 ITEM 4. CONTROLS AND PROCEDURES:
  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:
  19




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PART II OTHER INFORMATION
 THE CATO CORPORATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 Exhibit No.
    
    Item3.1
    
    Registrants Restated Certificate of Incorporation dated March
6, 1987, incorporated by reference to Exhibit 4.1 to Form S-8
of the Registrant filed February 7, 2000 (SEC File No.
333-96283).3.2
    
    Registrants By Laws, incorporated by reference to Exhibit
99.2 to Form 8-K of the Registrant filed December 10,
2007.4.1
    
    Rights Agreement dated December 18, 2003, incorporated by
reference to Exhibit 4.1 to Form 8-A12G of the Registrant
filed December 22, 2003 and as amended in Form 8-A12B/A filed
January 6, 2004.
 20




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PART II OTHER INFORMATION
 THE CATO CORPORATION
 ITEM 6. EXHIBITS (CONTINUED)
 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 Chief Executive Officer.32.2
    
    Section 1350 Certification of Chief Financial Officer.
 21




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##### Table of Contents



PART II OTHER INFORMATION
 THE CATO CORPORATION
  THE CATO CORPORATIONJune 10, 2009
    
    /s/ John P. D. CatoDate
    
    John P. D. Cato
Chairman, President and
Chief Executive OfficerJune 10, 2009
    
    /s/ John R. HoweDate
    
    John R. Howe
Executive Vice President
Chief Financial Officer
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