Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 30, 2010

 

or

 

o         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:  1-6140

 

DILLARD’S, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

71-0388071

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS  72201

(Address of principal executive offices)

(Zip Code)

 

(501) 376-5200

(Registrant’s telephone number, including area code)

 

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. x Yes  o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). x Yes  o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes  x No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

CLASS A COMMON STOCK as of November 27, 2010     58,123,234

 

CLASS B COMMON STOCK as of November 27, 2010       4,010,929

 

 

 



Table of Contents

 

Index

 

DILLARD’S, INC.

 

PART I. FINANCIAL INFORMATION

Page
Number

 

 

Item 1.

Financial Statements (Unaudited):

 

 

 

 

 

Condensed Consolidated Balance Sheets as of October 30, 2010, January 30, 2010 and October 31, 2009

3

 

 

 

 

Condensed Consolidated Statements of Operations and Retained Earnings for the Three and Nine Months Ended October 30, 2010 and October 31, 2009

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 30, 2010 and October 31, 2009

5

 

 

 

 

Notes to Condensed Consolidated Financial Statements

6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

26

 

 

 

Item 4.

Controls and Procedures

26

 

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

27

 

 

 

Item 1A.

Risk Factors

27

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27

 

 

 

Item 6.

Exhibits

28

 

 

 

SIGNATURES

28

 

2



Table of Contents

 

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

 

DILLARD’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands)

 

 

 

October 30,

 

January 30,

 

October 31,

 

 

 

2010

 

2010

 

2009

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

167,119

 

$

341,693

 

$

74,077

 

Accounts receivable, net

 

51,421

 

63,222

 

66,190

 

Merchandise inventories

 

1,708,504

 

1,300,680

 

1,752,076

 

Federal income tax receivable

 

 

217

 

1,057

 

Other current assets

 

66,065

 

43,717

 

55,736

 

 

 

 

 

 

 

 

 

Total current assets

 

1,993,109

 

1,749,529

 

1,949,136

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

2,649,718

 

2,780,837

 

2,825,617

 

Other assets

 

69,264

 

75,961

 

77,314

 

 

 

 

 

 

 

 

 

Total assets

 

$

4,712,091

 

$

4,606,327

 

$

4,852,067

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Trade accounts payable and accrued expenses

 

$

1,049,231

 

$

676,501

 

$

1,032,821

 

Current portion of long-term debt

 

49,145

 

1,719

 

1,700

 

Current portion of capital lease obligations

 

2,153

 

1,775

 

1,757

 

Federal and state income taxes including current deferred taxes

 

29,791

 

89,027

 

44,587

 

 

 

 

 

 

 

 

 

Total current liabilities

 

1,130,320

 

769,022

 

1,080,865

 

 

 

 

 

 

 

 

 

Long-term debt

 

697,704

 

747,587

 

748,024

 

Capital lease obligations

 

11,921

 

22,422

 

22,853

 

Other liabilities

 

211,247

 

213,471

 

208,336

 

Deferred income taxes

 

344,334

 

349,722

 

358,023

 

Subordinated debentures

 

200,000

 

200,000

 

200,000

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

1,211

 

1,209

 

1,209

 

Additional paid-in capital

 

785,411

 

782,746

 

782,746

 

Accumulated other comprehensive loss

 

(20,870

)

(22,298

)

(15,874

)

Retained earnings

 

2,546,338

 

2,484,447

 

2,407,886

 

Less treasury stock, at cost

 

(1,195,525

)

(942,001

)

(942,001

)

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

2,116,565

 

2,304,103

 

2,233,966

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

4,712,091

 

$

4,606,327

 

$

4,852,067

 

 

See notes to condensed consolidated financial statements.

 

3



Table of Contents

 

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

(Unaudited)

(In Thousands, Except Per Share Data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 30,

 

October 31,

 

October 30,

 

October 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

Net sales

 

$

1,344,118

 

$

1,359,331

 

$

4,186,624

 

$

4,260,972

 

Service charges and other income

 

28,919

 

31,385

 

89,864

 

90,209

 

 

 

 

 

 

 

 

 

 

 

 

 

1,373,037

 

1,390,716

 

4,276,488

 

4,351,181

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

857,474

 

893,008

 

2,702,171

 

2,873,598

 

Advertising, selling, administrative and general expenses

 

398,494

 

402,120

 

1,184,190

 

1,213,125

 

Depreciation and amortization

 

64,953

 

66,135

 

193,124

 

198,050

 

Rentals

 

11,641

 

13,965

 

36,598

 

42,401

 

Interest and debt expense, net

 

18,043

 

18,357

 

55,361

 

55,776

 

Loss (gain) on disposal of assets

 

934

 

(116

)

(3,292

)

(773

)

Asset impairment and store closing charges

 

 

 

2,208

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes and equity in losses of joint ventures

 

21,498

 

(2,753

)

106,128

 

(30,996

)

Income taxes (benefit)

 

6,035

 

(12,560

)

33,075

 

(22,950

)

Equity in losses of joint ventures

 

(1,082

)

(1,796

)

(3,010

)

(2,937

)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

14,381

 

8,011

 

70,043

 

(10,983

)

 

 

 

 

 

 

 

 

 

 

Retained earnings at beginning of period

 

2,534,594

 

2,402,828

 

2,484,447

 

2,427,727

 

Cash dividends declared

 

(2,637

)

(2,953

)

(8,152

)

(8,858

)

 

 

 

 

 

 

 

 

 

 

Retained earnings at end of period

 

$

2,546,338

 

$

2,407,886

 

$

2,546,338

 

$

2,407,886

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.22

 

$

0.11

 

$

1.02

 

$

(0.15

)

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.04

 

$

0.04

 

$

0.12

 

$

0.12

 

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

 

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in Thousands)

 

 

 

Nine Months Ended

 

 

 

October 30,

 

October 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net income (loss)

 

$

70,043

 

$

(10,983

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization of property and deferred financing

 

194,520

 

199,475

 

Gain on disposal of property and equipment

 

(3,292

)

(773

)

Gain on repurchase of debt

 

(21

)

(1,653

)

Excess tax benefits from share-based compensation

 

(353

)

 

Asset impairment and store closing charges

 

2,208

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Decrease in accounts receivable

 

11,801

 

21,808

 

Increase in merchandise inventories

 

(407,824

)

(377,682

)

Decrease in federal income tax receivable

 

217

 

73,358

 

Increase in other current assets

 

(22,901

)

(2,611

)

Decrease in other assets

 

5,411

 

7,298

 

Increase in trade accounts payable and accrued expenses liabilities and other liabilities

 

373,373

 

372,368

 

Decrease in income taxes payable

 

(64,271

)

(19,224

)

 

 

 

 

 

 

Net cash provided by operating activities

 

158,911

 

261,381

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(73,750

)

(51,095

)

Proceeds from disposal of property and equipment

 

6,094

 

8,868

 

 

 

 

 

 

 

Net cash used in investing activities

 

(67,656

)

(42,227

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Principal payments on long-term debt and capital lease obligations

 

(16,522

)

(33,057

)

Cash dividends paid

 

(8,472

)

(8,843

)

Purchase of treasury stock

 

(241,574

)

 

Proceeds from stock issuance

 

386

 

 

Excess tax benefits from share-based compensation

 

353

 

 

Decrease in short-term borrowings

 

 

(200,000

)

 

 

 

 

 

 

Net cash used in financing activities

 

(265,829

)

(241,900

)

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(174,574

)

(22,746

)

Cash and cash equivalents, beginning of period

 

341,693

 

96,823

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

167,119

 

$

74,077

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

Accrued capital expenditures

 

$

2,500

 

$

6,188

 

Stock awards

 

2,292

 

1,694

 

Capital lease transactions

 

3,966

 

 

 

See notes to condensed consolidated financial statements.

 

5



Table of Contents

 

DILLARD’S, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1.         Basis of Presentation

 

The accompanying unaudited interim condensed consolidated financial statements of Dillard’s, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”).  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included.  Operating results for the three and nine months ended October 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending January 29, 2011 due to the seasonal nature of the business.

 

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010 filed with the SEC on March 26, 2010.

 

Reclassifications — Certain items have been reclassified from their prior year classifications to conform to the current year presentation.

 

Note 2.  Business Segments

 

The Company operates in two reportable segments:  the operation of retail department stores and a general contracting construction company.  The construction segment (“CDI”) that was purchased on August 29, 2008, is engaged in the general contracting and construction business.  CDI also constructs and remodels stores for the Company.

 

For the Company’s retail operations reportable segment, the Company determined its operating segments on a store by store basis.  Each store’s operating performance has been aggregated into one reportable segment.  The Company’s operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas: economic characteristics, class of consumer, nature of products and distribution methods. Revenues from external customers are derived from merchandise sales, and the Company does not rely on any major customers as a source of revenue. Across all stores, the Company operates one store format under the Dillard’s name where each store offers the same general mix of merchandise with similar categories and similar customers.  The Company believes that disaggregating its operating segments would not provide meaningful additional information.

 

6



Table of Contents

 

The following tables summarize certain segment information, including the reconciliation of those items to the Company’s consolidated operations:

 

(in thousands of dollars)

 

Retail
Operations

 

Construction

 

Consolidated

 

Three Months Ended October 30, 2010:

 

 

 

 

 

 

 

Net sales from external customers

 

$

1,320,568

 

$

23,550

 

$

1,344,118

 

Gross profit

 

485,629

 

1,015

 

486,644

 

Depreciation and amortization

 

64,906

 

47

 

64,953

 

Interest and debt expense (income), net

 

18,118

 

(75

)

18,043

 

Income (loss) before income taxes and equity in losses of joint ventures

 

21,586

 

(88

)

21,498

 

Equity in losses of joint ventures

 

(1,082

)

 

(1,082

)

Total assets

 

4,644,060

 

68,031

 

4,712,091

 

 

 

 

 

 

 

 

 

Three Months Ended October 31, 2009:

 

 

 

 

 

 

 

Net sales from external customers

 

$

1,315,515

 

$

43,816

 

$

1,359,331

 

Gross profit

 

464,768

 

1,555

 

466,323

 

Depreciation and amortization

 

66,097

 

38

 

66,135

 

Interest and debt expense (income), net

 

18,409

 

(52

)

18,357

 

(Loss) income before income taxes and equity in losses of joint ventures

 

(3,092

)

339

 

(2,753

)

Equity in losses of joint ventures

 

(1,796

)

 

(1,796

)

Total assets

 

4,769,606

 

82,461

 

4,852,067

 

 

 

 

 

 

 

 

 

Nine Months Ended October 30, 2010:

 

 

 

 

 

 

 

Net sales from external customers

 

$

4,108,112

 

$

78,512

 

$

4,186,624

 

Gross profit

 

1,483,197

 

1,256

 

1,484,453

 

Depreciation and amortization

 

192,987

 

137

 

193,124

 

Interest and debt expense (income), net

 

55,520

 

(159

)

55,361

 

Income (loss) before income taxes and equity in losses of joint ventures

 

107,908

 

(1,780

)

106,128

 

Equity in losses of joint ventures

 

(3,010

)

 

(3,010

)

Total assets

 

4,644,060

 

68,031

 

4,712,091

 

 

 

 

 

 

 

 

 

Nine Months Ended October 31, 2009:

 

 

 

 

 

 

 

Net sales from external customers

 

$

4,096,064

 

$

164,908

 

$

4,260,972

 

Gross profit

 

1,380,430

 

6,944

 

1,387,374

 

Depreciation and amortization

 

197,927

 

123

 

198,050

 

Interest and debt expense (income), net

 

55,943

 

(167

)

55,776

 

(Loss) income before income taxes and equity in losses of joint ventures

 

(34,320

)

3,324

 

(30,996

)

Equity in losses of joint ventures

 

(2,937

)

 

(2,937

)

Total assets

 

4,769,606

 

82,461

 

4,852,067

 

 

Intersegment construction revenues of $9.5 million and $22.2 million for the three and nine months ended October 30, 2010, respectively, and intersegment construction revenues of $17.7 million and $38.6 million for the three and nine months ended October 31, 2009, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.

 

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Table of Contents

 

Note 3.  Stock-Based Compensation

 

The Company has various stock option plans that provide for the granting of options to purchase shares of Class A Common Stock to certain key employees of the Company.  Exercise and vesting terms for options granted under the plans are determined at each grant date.  There were no stock options granted during the three and nine months ended October 30, 2010 and October 31, 2009.

 

Stock option transactions for the three months ended October 30, 2010 are summarized as follows:

 

 

 

 

 

Weighted Average

 

Fixed Options

 

Shares

 

Exercise Price

 

Outstanding, beginning of period

 

4,009,369

 

$

25.79

 

Granted

 

 

 

Exercised

 

 

 

Expired

 

 

 

Outstanding, end of period

 

4,009,369

 

$

25.79

 

Options exercisable at period end

 

4,009,369

 

$

25.79

 

 

At October 30, 2010, the intrinsic value of outstanding stock options and exercisable stock options was $18.5 thousand.

 

Note 4.  Asset Impairment and Store Closing Charges

 

There were no asset impairment and store closing costs recorded during the three months ended October 30, 2010 or three and nine months ended October 31, 2009.

 

During the nine months ended October 30, 2010, the Company recorded a pretax charge of $2.2 million for asset impairment and store closing costs.  The charge was for the write-down of one property currently held for sale.

 

Following is a summary of the activity in the reserve established for store closing charges for the nine months ended October 30, 2010:

 

(in thousands)

 

Balance
Beginning
of Period

 

Adjustments
and Charges*

 

Cash Payments

 

Balance
End of Period

 

Rent, property taxes and utilities

 

$

2,498

 

$

509

 

$

1,430

 

$

1,577

 

 


*included in rentals

 

Reserve amounts are included in trade accounts payable and accrued expenses and other liabilities.

 

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Table of Contents

 

Note 5.  Earnings (Loss) Per Share Data

 

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data).

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 30,

 

October 31,

 

October 30,

 

October 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

Basic:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

14,381

 

$

8,011

 

$

70,043

 

$

(10,983

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding

 

65,923

 

73,833

 

68,635

 

73,768

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.22

 

$

0.11

 

$

1.02

 

$

(0.15

)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 30,

 

October 31,

 

October 30,

 

October 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

Diluted:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

14,381

 

$

8,011

 

$

70,043

 

$

(10,983

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding

 

65,923

 

73,833

 

68,635

 

73,768

 

Dilutive effect of stock-based compensation

 

 

 

 

 

Total weighted average equivalent shares

 

65,923

 

73,833

 

68,635

 

73,768

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.22

 

$

0.11

 

$

1.02

 

$

(0.15

)

 

Total stock options outstanding were 4,009,369 and 4,144,369 at October 30, 2010 and October 31, 2009, respectively.  Of these, options to purchase 4,009,369 and 4,144,369 shares of Class A Common Stock at prices ranging from $24.73 to $26.57 were outstanding at October 30, 2010 and October 31, 2009, respectively, but were not included in the computations of diluted earnings (loss) per share because the effect of their inclusion would be antidilutive.  A negligible amount of dilution, included in the weighted average shares computation for the nine months ended October 30, 2010, was insignificant for presentation in the table above.

 

Note 6.  Comprehensive Income (Loss)

 

The following table shows the computation of comprehensive income (loss) (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 30,

 

October 31,

 

October 30,

 

October 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

14,381

 

$

8,011

 

$

70,043

 

$

(10,983

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Amortization of retirement plan and other retiree benefit adjustments, net of taxes

 

476

 

333

 

1,428

 

998

 

Total comprehensive income (loss)

 

$

14,857

 

$

8,344

 

$

71,471

 

$

(9,985

)

 

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Note 7.  Commitments and Contingencies

 

On May 27, 2009, a lawsuit was filed in the United States District Court for the Eastern District of Arkansas styled Steven Harben, Derivatively on Behalf of Nominal Defendant Dillard’s, Inc. v. William Dillard II et al, Case Number 4:09-IV-395.  The lawsuit generally seeks return of monies and alleges that certain officers and directors of the Company have been overcompensated and/or received improper benefits at the expense of the Company and its shareholders.  On September 30, 2010, the court dismissed the lawsuit in its entirety. It is not known whether plaintiff intends to file an appeal.  If so, the named officers and directors intend to contest these allegations vigorously.

 

On June 10, 2009, a lawsuit was filed in the Circuit Court of Pulaski County, Arkansas styled Billy K. Berry, Derivatively on behalf of Dillard’s, Inc. v. William Dillard II et al, Case Number CV-09-4227-2. The lawsuit generally seeks return of monies and alleges that certain officers and directors of the Company have been overcompensated and/or received improper benefits at the expense of the Company and its shareholders.  On February 18, 2010, the Circuit Court entered an “Order of Dismissal with Prejudice and Final Judgment” dismissing the case as to all parties defendant.  Plaintiff has appealed the Court’s Order.  The named officers and directors will continue to contest these allegations vigorously.

 

Various other legal proceedings in the form of lawsuits and claims, which occur in the normal course of business, are pending against the Company and its subsidiaries.  In the opinion of management, disposition of these matters is not expected to have a material adverse effect on the Company’s financial position, cash flows or results of operations.

 

At October 30, 2010, letters of credit totaling $89.0 million were issued under the Company’s revolving credit facility.

 

Note 8.  Benefit Plans

 

The Company has an unfunded, nonqualified defined benefit plan (“Pension Plan”) for its officers.  The Pension Plan is noncontributory and provides benefits based on years of service and compensation during employment.  Pension expense is determined using various actuarial cost methods to estimate the total benefits ultimately payable to officers and allocates this cost to service periods.  The actuarial assumptions used to calculate pension costs are reviewed annually.  The Company made contributions to the Pension Plan of $1.1 million and $3.2 million during the three and nine months ended October 30, 2010, respectively.  The Company expects to make a contribution to the Pension Plan of approximately $1.1 million for the remainder of fiscal 2010.

 

The components of net periodic benefit costs are as follows (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 30,

 

October 31,

 

October 30,

 

October 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

Components of net periodic benefit costs:

 

 

 

 

 

 

 

 

 

Service cost

 

$

721

 

$

771

 

$

2,165

 

$

2,313

 

Interest cost

 

1,817

 

1,826

 

5,451

 

5,477

 

Net actuarial loss

 

594

 

368

 

1,782

 

1,105

 

Amortization of prior service cost

 

157

 

157

 

470

 

470

 

Net periodic benefit costs

 

$

3,289

 

$

3,122

 

$

9,868

 

$

9,365

 

 

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Note 9.  Revolving Credit Agreement

 

At October 30, 2010, the Company maintained a $1.0 billion revolving credit facility (“credit agreement”) with JPMorgan Chase Bank (“JPMorgan”) as the lead agent for various banks, secured by the inventory of Dillard’s, Inc. operating subsidiaries.  The credit agreement expires December 12, 2012.

 

Borrowings under the credit agreement accrue interest starting at either JPMorgan’s Base Rate minus 0.5% or LIBOR plus 1.0% (1.25% at October 30, 2010) subject to certain availability thresholds as defined in the credit agreement.

 

Limited to 85% of the inventory of certain Company subsidiaries, availability for borrowings and letter of credit obligations under the credit agreement was $1.0 billion at October 30, 2010.  No borrowings were outstanding at October 30, 2010.  Letters of credit totaling $89.0 million were issued under this credit agreement leaving unutilized availability under the facility of approximately $911 million at October 30, 2010.  There are no financial covenant requirements under the credit agreement provided availability exceeds $100 million.  The Company pays an annual commitment fee to the banks of 0.25% of the committed amount less outstanding borrowings and letters of credit.

 

Under the credit agreement, the Company unilaterally reduced the previous $1.2 billion credit facility by $200 million to $1.0 billion, effective September 1, 2010, in order to reduce the amount of commitment fees.   Planned inventory levels would not allow for utilization of the full $1.2 billion.  All other aspects of the credit agreement remain unchanged.

 

Note 10.  Stock Repurchase Program

 

In August 2010, the Company was authorized by its board of directors to repurchase up to $250 million of its Class A Common Stock under an open-ended plan (“2010 Stock Plan”).  This authorization permits the Company to repurchase its Class A Common Stock in the open market or through privately negotiated transactions.  During the three months ended October 30, 2010, the Company repurchased 2.9 million shares of stock under the 2010 Stock Plan for approximately $71.3 million at an average price of $24.86 per share.  At October 30, 2010, $178.7 million remained under the 2010 Stock Plan.

 

In November 2007, the Company was authorized by its board of directors to repurchase up to $200 million of its Class A Common Stock under an open-ended plan (“2007 Stock Plan”).  This authorization permitted the Company to repurchase its Class A Common Stock in the open market or through privately negotiated transactions.

 

During the nine months ended October 30, 2010, the Company repurchased 7.2 million shares of stock for approximately $182.6 million at an average price of $25.39 per share, which completed the remaining authorization under the 2007 Stock Plan.  No shares were repurchased under the 2007 Stock Plan during the three and nine months ended October 31, 2009.

 

Note 11.    Income Taxes

 

The total amount of unrecognized tax benefits as of October 30, 2010 and October 31, 2009 was $14.0 million and $20.7 million, respectively, of which $10.3 million and $15.3 million, respectively, would, if recognized, affect the effective tax rate.  The Company classifies accrued interest expense and penalties relating to income tax in the condensed consolidated financial statements as income tax expense.  The total interest and penalties recognized in the condensed consolidated statements of operations and retained earnings during the three months ended October 30, 2010 and October 31, 2009 was $0.0 million and $(1.2) million, respectively, and during the nine months ended October 30, 2010 and October 31, 2009 was $(1.4) million and $(0.9) million, respectively.  The total accrued interest and penalties in the condensed consolidated balance sheets as of October 30, 2010 and October 31, 2009 was $4.6 million and $8.5 million, respectively.  The estimated range of the reasonably possible uncertain tax benefit decrease in the next twelve months is between $3 million and $5 million.  No significant changes occurred in the tax years subject to examination by major tax jurisdictions during the three and nine months ended October 30, 2010.  Changes in the Company’s assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of operations.

 

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Table of Contents

 

During the three months ended October 30, 2010, income taxes included the recognition of tax benefits primarily due to a decrease in a capital loss valuation allowance.  During the three months ended October 31, 2009, income taxes included the recognition of tax benefits primarily due to a state administrative settlement, decrease in a capital loss valuation allowance, and federal tax credits.

 

During the nine months ended October 30, 2010, income taxes included the recognition of tax benefits primarily due to a state administrative settlement, a decrease in a capital loss valuation allowance, and federal tax credit refund claims.  During the nine months ended October 31, 2009, income taxes included the recognition of tax benefits primarily due to a state administrative settlement, decrease in a capital loss valuation allowance, and federal tax credits.

 

Note 12.    Loss (Gain) on Disposal of Assets

 

During the three and nine months ended October 30, 2010, the Company received proceeds of $1.9 million from the sale of a former retail store location, resulting in a loss of $1.1 million that was recorded in loss (gain) on disposal of assets.

 

Additionally, during the nine months ended October 30, 2010, the Company received proceeds of $4.0 million from the sale of a former retail store location, resulting in a gain of $4.0 million that was recorded in loss (gain) on disposal of assets.

 

Note 13.  Note Repurchase

 

During the three and nine months ended October 30, 2010, the Company repurchased $1.2 million face amount of 7.13% notes with an original maturity on August 1, 2018.  This repurchase resulted in a pretax gain of approximately $21 thousand which was recorded in net interest and debt expense during the three and nine months ended October 30, 2010.

 

During the three and nine months ended October 31, 2009, the Company repurchased $3.4 million and $8.4 million face amount, respectively, of 9.125% notes with an original maturity on August 1, 2011.  This repurchase resulted in a pretax gain of approximately $0.1 million and $1.7 million which was recorded in net interest and debt expense during the three and nine months ended October 31, 2009, respectively.

 

Note 14.  Fair Value Disclosures

 

The estimated fair values of financial instruments which are presented herein have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of amounts the Company could realize in a current market exchange.

 

The fair value of the Company’s long-term debt and subordinated debentures is based on market prices or dealer quotes (for publicly traded unsecured notes) and on discounted future cash flows using current interest rates for financial instruments with similar characteristics and maturities (for bank notes and mortgage notes).

 

The fair value of the Company’s cash and cash equivalents and trade accounts receivable approximates their carrying values at October 30, 2010 due to the short-term maturities of these instruments.  The fair value of the Company’s long-term debt at October 30, 2010 was approximately $729 million.  The carrying value of the Company’s long-term debt at October 30, 2010 was $747 million.  The fair value of the Company’s subordinated debentures at October 30, 2010 was approximately $187 million.  The carrying value of the Company’s subordinated debentures at October 30, 2010 was $200 million.

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

The FASB’s accounting guidance utilizes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels:

 

·        Level 1:  Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities

 

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Table of Contents

 

·        Level 2:  Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active

 

·        Level 3:  Unobservable inputs that reflect the reporting entity’s own assumptions

 

 

 

 

 

Basis of Fair Value Measurements

 

 

 

 

 

Quoted Prices

 

Significant

 

 

 

 

 

 

 

In Active

 

Other

 

Significant

 

 

 

Fair Value

 

Markets for

 

Observable

 

Unobservable

 

 

 

of Assets

 

Identical Items

 

Inputs

 

Inputs

 

(in thousands)

 

(Liabilities)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets held for sale

 

 

 

 

 

 

 

 

 

As of October 30, 2010

 

$

28,748

 

$

 

$

 

$

28,748

 

As of January 30, 2010

 

33,956

 

 

 

33,956

 

As of October 31, 2009

 

31,825

 

 

 

31,825

 

 

During the nine months ended October 30, 2010, long-lived assets held for sale with a carrying value of $34.0 million were written down to their fair value of $31.7 million, resulting in an impairment charge of $2.2 million, which was included in earnings for the period.  The inputs used to calculate the fair value of these long-lived assets included selling prices from commercial real estate transactions for assets in markets that we estimated would be used by a market participant in valuing these assets.

 

During the nine months ended October 30, 2010, the Company also sold a former retail store location with a carrying value of $3.0 million.

 

Note 15.  Recently Issued Accounting Standards

 

Consolidation of Variable Interest Entities

On January 31, 2010, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to accounting for variable interest entities. These changes require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a variable interest entity; to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity.  The adoption of these changes had no material impact on the Company’s condensed consolidated financial statements.

 

Fair Value Measurements and Disclosures

In January 2010, the FASB issued ASU 2010-06, an update to Topic 820, Fair Value Measurements and Disclosures.  ASU 2010-06 provides an update specifically to Subtopic 820-10 that requires new disclosures including details of significant transfers in and out of Level 1 and Level 2 measurements and the reasons for the transfers and a gross presentation of activity within the Level 3 roll forward, presenting separately information about purchases, sales, issuances and settlements.  ASU 2010-06 is effective for the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 roll forward, which is required for interim and annual reporting periods beginning after December 15, 2010.  The adoption of ASU 2010-06 did not have a material impact on the Company’s condensed consolidated financial statements.

 

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Table of Contents

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with the condensed consolidated financial statements and the footnotes thereto included elsewhere in this report, as well as the financial and other information included in our Annual Report on Form 10-K for the year ended January 30, 2010.

 

EXECUTIVE OVERVIEW

 

Dillard’s, Inc. (the “Company”, “we”, “us” or “our”) experienced an improved third quarter of fiscal 2010 over the prior year.  Net sales from retail operations were $1,320.6 million during the quarter ended October 30, 2010, an increase of $5.1 million, or less than 1%, from the quarter ended October 31, 2009, while sales in comparable stores increased 1%.  Gross profit from retail operations improved 150 basis points of retail sales, primarily due to our inventory management efforts and resulting decrease in markdown activity.

 

Net sales from construction operations during the quarter ended October 30, 2010 were $23.6 million, down $20.3 million or 46% from the quarter ended October 31, 2009.  While gross profit from construction operations improved 80 basis points of construction sales, the construction industry continues to experience a decline in demand for construction services coupled with competitive pricing pressures.

 

Advertising, selling, administrative and general expenses company-wide were reduced by $3.6 million during the quarter ended October 30, 2010 compared to the quarter ended October 31, 2009, primarily as a result of the Company’s cost control measures combined with store closures.

 

The Company recorded net income for the third quarter of 2010 of $14.4 million, or $0.22 per share, compared to net income of $8.0 million, or $0.11 per share, for the third quarter of 2009.  Included in net income for the quarter ended October 30, 2010 is a $1.1 million loss ($0.02 per share) related to the sale of a closed store and a $1.2 million income tax benefit ($0.02 per share) for a decrease in a capital loss valuation allowance.  Included in net income for the quarter ended October 31, 2009 was a $10.6 million tax benefit ($0.14 per share) primarily due to state administrative settlement and a decrease in a capital loss valuation allowance.

 

As of October 30, 2010, we had working capital of $862.8 million, cash and cash equivalents of $167.1 million and $946.8 million of total debt outstanding, excluding capital lease obligations.  Cash flows from operating activities were $158.9 million for the nine months ended October 30, 2010.  Our improved cash position enabled us to repurchase $71.3 million (approximately 2.9 million shares) of our Class A Common Stock during the quarter.

 

As of October 30, 2010, we operated 310 total stores, including 14 clearance centers, and one internet store, a decrease of 3 stores from the same period last year.

 

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Table of Contents

 

Key Performance Indicators

 

We use a number of key indicators of financial condition and operating performance to evaluate our business, including the following:

 

 

 

Three Months Ended(2)

 

 

 

October 30,
2010

 

October 31,
2009

 

Net sales (in millions)

 

$

1,344.1

 

$

1,359.3

 

Net sales trend(1)

 

(1

)%

(11

)%

Gross profit (in millions)

 

$

486.6

 

$

466.3

 

Gross profit as a percentage of net sales

 

36.2

%

34.3

%

Cash flow from operations (in millions)

 

$

158.9

 

$

261.4

 

Total retail store count at end of period

 

310

 

313

 

Retail sales per square foot

 

$

25

 

$

24

 

Retail store sales trend

 

0

%

(11

)%

Comparable retail store sales trend

 

1

%

(9

)%

Comparable retail store inventory trend

 

(2

)%

(23

)%

Retail merchandise inventory turnover

 

2.4

 

2.3

 

 


(1)The net sales trend rate for the three months ended October 31, 2009 is based on retail segment sales only for comparability with the quarter ended November 1, 2008.

(2)Cash flow from operations data is for the nine months ended October 30, 2010 and October 31, 2009.

 

Seasonality and Inflation

 

Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income typically realized during the last quarter of our fiscal year due to the holiday season.  Because of the seasonality of our business, results from any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

 

We do not believe that inflation has had a material effect on our results during the periods presented; however, there can be no assurance that our business will not be affected by such in the future.  Recent economic volatility in Asia, including rising labor costs and an unstable supply of merchandise, as well as increasing costs of transportation and cotton may put pressure on the Company’s gross margin during fiscal 2011 though it is too soon to predict the effects of these changes.

 

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Table of Contents

 

RESULTS OF OPERATIONS

 

The following table sets forth the results of operations and percentage of net sales for the periods indicated.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 30,

 

October 31,

 

October 30,

 

October 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

Net sales

 

100.0

%

100.0

%

100.0

%

100.0

%

Service charges and other income

 

2.1

 

2.3

 

2.1

 

2.1

 

 

 

102.1

 

102.3

 

102.1

 

102.1

 

Cost of sales

 

63.8

 

65.7

 

64.5

 

67.4

 

Advertising, selling, administrative and general expenses

 

29.6

 

29.6

 

28.3

 

28.5

 

Depreciation and amortization

 

4.8

 

4.9

 

4.6

 

4.6

 

Rentals

 

0.9

 

1.0

 

0.9

 

1.0

 

Interest and debt expense, net

 

1.3

 

1.3

 

1.3

 

1.3

 

Loss (gain) on disposal of assets

 

0.1

 

(0.0

)

(0.1

)

(0.0

)

Asset impairment and store closing charges

 

0.0

 

0.0

 

0.1

 

0.0

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes and equity in losses of joint ventures

 

1.6

 

(0.2

)

2.5

 

(0.7

)

Income taxes (benefit)

 

0.4

 

(0.9

)

0.8

 

(0.5

)

Equity in losses of joint ventures

 

(0.1

)

(0.1

)

0.0

 

(0.1

)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

1.1

%

0.6

%

1.7

%

(0.3

)%

 

Net Sales

 

 

 

Three Months Ended

 

 

 

 

 

October 30,

 

October 31,

 

 

 

(in thousands of dollars)

 

2010

 

2009

 

$ Change

 

Net sales:

 

 

 

 

 

 

 

Retail operations segment

 

$

1,320,568

 

$

1,315,515

 

$

5,053

 

Construction segment

 

23,550

 

43,816

 

(20,266

)

Total net sales

 

$

1,344,118

 

$

1,359,331

 

$

(15,213

)

 

The percent change by category in the Company’s retail operations segment sales for the three months ended October 30, 2010 compared to the three months ended October 31, 2009 as well as the percentage by segment and category to total net sales for the three months ended October 30, 2010 is as follows:

 

 

 

Three Months

 

 

 

% Change
2010-2009

 

% of
Net Sales

 

Retail operations segment

 

 

 

 

 

Cosmetics

 

1.2

%

15

%

Ladies’ apparel and accessories

 

0.5

 

36

 

Juniors’ and children’s apparel

 

1.2

 

9

 

Men’s apparel and accessories

 

(2.9

)

16

 

Shoes

 

3.9

 

16

 

Home and furniture

 

(5.7

)

6

 

 

 

 

 

98

 

Construction segment

 

 

 

2

 

Total

 

 

 

100

%

 

Net sales from the retail operations segment increased $5.1 million, or less than 1%, during the three months ended October 30, 2010 compared to the three months ended October 31, 2009 while sales in comparable stores increased 1% between the same periods.  Sales of ladies’ apparel and accessories were up slightly, and sales of cosmetics,

 

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Table of Contents

 

juniors’ and children’s apparel and shoes were up moderately.  Sales in the home and furniture category were down significantly for the three-month period.

 

The number of sales transactions decreased 1% for the three months ended October 30, 2010 over the comparable prior year period while the average dollars per sales transaction were up slightly.  We recorded an allowance for sales returns of $7.2 million and $6.2 million as of October 30, 2010 and October 31, 2009, respectively.

 

Net sales from the construction segment decreased $20.3 million or 46% during the three months ended October 30, 2010 compared to the three months ended October 31, 2009 primarily because the fragile recovery of the United States economy continues to have a negative impact on demand for construction projects in private industry.

 

 

 

Nine Months Ended

 

 

 

 

 

October 30,

 

October 31,

 

 

 

(in thousands of dollars)

 

2010

 

2009

 

$ Change

 

Net sales:

 

 

 

 

 

 

 

Retail operations segment

 

$

4,108,112

 

$

4,096,064

 

$

12,048

 

Construction segment

 

78,512

 

164,908

 

(86,396

)

Total net sales

 

$

4,186,624

 

$

4,260,972

 

$

(74,348

)

 

The percent change by category in the Company’s retail operations segment sales for the nine months ended October 30, 2010 compared to the nine months ended October 31, 2009 as well as the percentage by segment and category to total net sales for the nine months ended October 30, 2010 is as follows:

 

 

 

Nine Months

 

 

 

% Change
2010-2009

 

% of
Net Sales

 

Retail operations segment

 

 

 

 

 

Cosmetics

 

(0.8

)%

15

%

Ladies’ apparel and accessories

 

0.9

 

38

 

Juniors’ and children’s apparel

 

(0.9

)

9

 

Men’s apparel and accessories

 

(0.9

)

16

 

Shoes

 

4.8

 

15

 

Home and furniture

 

(7.6

)

5

 

 

 

 

 

98

 

Construction segment

 

 

 

2

 

Total

 

 

 

100

%

 

Net sales from the retail operations segment increased $12.0 million, or less than 1% during the nine months ended October 30, 2010 compared to the nine months ended October 31, 2009 while sales in comparable stores increased 1% between the same periods.  Sales of ladies’ apparel and accessories were up slightly, and sales of shoes were up moderately.  Sales in the home and furniture category were down significantly for the nine-month period.

 

The number of sales transactions decreased 1% for the nine months ended October 30, 2010 over the comparable prior year period while the average dollars per sales transaction were up slightly.

 

Net sales from the construction segment decreased $86.4 million or 52% during the nine months ended October 30, 2010 compared to the nine months ended October 31, 2009 primarily because the fragile recovery of the United States economy continues to have a negative impact on demand for construction projects in private industry.  We expect this decreased demand will continue throughout fiscal 2010 and into the first half of fiscal 2011.

 

We continue to believe that in light of recent signs of modest economic improvement in the United States, we may continue to see some sales growth in the retail operations segment during the coming months; however, there is no guarantee of improved sales performance.  Any further deterioration in the United States economy could have an adverse effect on consumer confidence and consumer spending habits, which could result in reduced customer traffic and comparable store sales, higher inventory levels and markdowns, and lower overall profitability.

 

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Table of Contents

 

Service Charges and Other Income

 

 

 

Three Months Ended

 

Nine Months Ended

 

Three
Months

 

Nine
Months

 

(in thousands of dollars)

 

October 30,
2010

 

October 31,
2009

 

October 30,
2010

 

October 31,
2009

 

$ Change
2010-2009

 

$ Change
2010-2009

 

Service charges and other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail operations segment

 

 

 

 

 

 

 

 

 

 

 

 

 

Leased department income

 

$

2,311

 

$

2,184

 

$

6,844

 

$

8,245

 

$

127

 

$

(1,401

)

Income from GE marketing and servicing alliance

 

20,926

 

24,049

 

64,133

 

65,780

 

(3,123

)

(1,647

)

Shipping and handling income

 

3,659

 

3,303

 

11,547

 

10,419

 

356

 

1,128

 

Other

 

2,000

 

1,823

 

6,896

 

5,496

 

177

 

1,400

 

 

 

28,896

 

31,359

 

89,420

 

89,940

 

(2,463

)

(520

)

Construction segment

 

23

 

26

 

444

 

269

 

(3

)

175

 

Total

 

$

28,919

 

$

31,385

 

$

89,864

 

$

90,209

 

$

(2,466

)

$

(345

)

 

Service charges and other income is composed primarily of income generated through the long-term marketing and servicing alliance (“Alliance”) with GE Consumer Finance (“GE”), which owns and manages the Dillard’s branded proprietary credit cards.  Income from the Alliance decreased during the three and nine months ended October 30, 2010 compared to the three and nine months ended October 31, 2009 primarily due to reduced finance charge and late charge fee income related to recent credit regulation legislation partially offset by decreased credit losses.  Leased department income declined during the nine months ended October 30, 2010 compared to the nine months ended October 31, 2009 primarily because the licensee for the fine jewelry department ceased operations of all licensed outlets during fiscal 2009.

 

Gross Profit

 

(in thousands of dollars)

 

October 30,
2010

 

October 31,
2009

 

$ Change

 

% Change

 

Gross profit:

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

485,629

 

$

464,768

 

$

20,861

 

4.5

%

Construction segment

 

1,015

 

1,555

 

(540

)

(34.7

)

Total gross profit

 

$

486,644

 

$

466,323

 

$

20,321

 

4.4

%

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

1,483,197

 

$

1,380,430

 

$

102,767

 

7.4

%

Construction segment

 

1,256

 

6,944

 

(5,688

)

(81.9

)

Total gross profit

 

$

1,484,453

 

$

1,387,374

 

$

97,079

 

7.0

%

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 30,
2010

 

October 31,
2009

 

October 30,
2010

 

October 31,
2009

 

Gross profit as a percentage of segment net sales:

 

 

 

 

 

 

 

 

 

Retail operations segment

 

36.8

%

35.3

%

36.1

%

33.7

%

Construction segment

 

4.3

 

3.5

 

1.6

 

4.2

 

Total gross profit as a percentage of net sales

 

36.2

 

34.3

 

35.5

 

32.6

 

 

Gross profit improved 190 basis points of sales and 290 basis points of sales during the three and nine months ended October 30, 2010 compared to the three and nine months ended October 31, 2009, respectively.

 

Gross profit from retail operations improved 150 basis points of sales and 240 basis points of sales during the three and nine months ended October 30, 2010 compared to the three and nine months ended October 31, 2009, respectively, as a result of continuing inventory management measures leading to reduced markdown activity.  These inventory management measures include considerable adjustments to receipt cadence to shorten the period of time

 

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from receipt to sale, to reduce markdown risk and to keep customers engaged with a more continuous flow of fresh merchandise selections throughout the season.  Inventory declined 2% in both total and comparable stores as of October 30, 2010 compared to October 31, 2009.  A 1% change in the dollar amount of markdowns would have impacted net income by approximately $2 million and $6 million for the three and nine months ended October 30, 2010, respectively.

 

During the three months ended October 30, 2010 as compared to the three months ended October 31, 2009, gross margin improved moderately in juniors’ and children’s apparel, men’s apparel and accessories and shoes while gross margin was relatively flat in cosmetics, ladies’ apparel and accessories and home and furniture.

 

During the nine months ended October 30, 2010 as compared to the nine months ended October 31, 2009, all merchandise categories experienced moderate gross margin improvements with the exception of cosmetics, which improved slightly.

 

Gross profit from the construction segment improved 80 basis points of sales during the three months ended October 30, 2010 compared to the three months ended October 31, 2009.  Gross profit from the construction segment declined 260 basis points of sales during the nine months ended October 30, 2010 compared to the nine months ended October 31, 2009.  This decrease was the result of the decline in demand for construction services that has created pricing pressures in an already competitive marketplace.  This decrease was also due to job delays from bad weather and job underperformance resulting in the recognition of a $2.2 million loss during the first quarter of fiscal 2010 on certain electrical contracts.

 

Advertising, Selling, Administrative and General Expenses (“SG&A”)

 

(in thousands of dollars)

 

October 30,
2010

 

October 31,
2009

 

$ Change

 

% Change

 

SG&A:

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

397,355

 

$

400,887

 

$

(3,532

)

(0.9

)%

Construction segment

 

1,139

 

1,233

 

(94

)

(7.6

)

Total SG&A

 

$

398,494

 

$

402,120

 

$

(3,626

)

(0.9

)%

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

1,180,737

 

$

1,209,255

 

$

(28,518

)

(2.4

)%

Construction segment

 

3,453

 

3,870

 

(417

)

(10.8

)

Total SG&A

 

$

1,184,190

 

$

1,213,125

 

$

(28,935

)

(2.4

)%

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 30,
2010

 

October 31,
2009

 

October 30,
2010

 

October 31,
2009

 

SG&A as a percentage of segment net sales:

 

 

 

 

 

 

 

 

 

Retail operations segment

 

30.1

%

30.5

%

28.7

%

29.5

%

Construction segment

 

4.8

 

2.8

 

4.4

 

2.3

 

Total SG&A as a percentage of net sales

 

29.6

 

29.6

 

28.3

 

28.5

 

 

The decline in SG&A during the periods presented primarily resulted from the Company’s expense savings measures combined with store closures.

 

The three-month decline in SG&A was most noted in advertising ($7.9 million) and payroll and payroll related taxes ($0.8 million) partially offset by an increase in services purchased ($4.3 million) and supplies ($1.1 million).

 

The nine-month decline in SG&A was most noted in advertising ($22.5 million), payroll and payroll related taxes ($20.3 million) and utilities ($2.5 million) partially offset by an increase in services purchased ($8.4 million) and supplies ($5.4 million).

 

The decline in payroll and payroll related taxes for the three and nine-month periods presented was a direct result of the Company’s continued efforts to match the appropriate levels of staff to its current needs.  The decline in

 

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advertising expense for the three and nine-month periods was primarily a result of the Company’s migration from newspaper media to less expensive internet marketing sources.

 

Depreciation and Amortization Expense

 

(in thousands of dollars)

 

October 30,
2010

 

October 31,
2009

 

$ Change

 

% Change

 

Depreciation and amortization expense:

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

64,906

 

$

66,097

 

$

(1,191

)

(1.8

)%

Construction segment

 

47

 

38

 

9

 

23.7

 

Total depreciation and amortization expense

 

$

64,953

 

$

66,135

 

$

(1,182

)

(1.8

)%

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

192,987

 

$

197,927

 

$

(4,940

)

(2.5

)%

Construction segment

 

137

 

123

 

14

 

11.4

 

Total depreciation and amortization expense

 

$

193,124

 

$

198,050

 

$

(4,926

)

(2.5

)%

 

The decrease of depreciation and amortization expense for the three and nine months ended October 30, 2010 compared to the three and nine months ended October 31, 2009 is primarily a result of store closures and the Company’s continuing efforts to reduce capital expenditures.

 

Rentals

 

(in thousands of dollars)

 

October 30,
2010

 

October 31,
2009

 

$ Change

 

% Change

 

Rentals:

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

11,626

 

$

13,942

 

$

(2,316

)

(16.6

)%

Construction segment

 

15

 

23

 

(8

)

(34.8

)

Total rentals

 

$

11,641

 

$

13,965

 

$

(2,324

)

(16.6

)%

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

36,537

 

$

42,334

 

$

(5,797

)

(13.7

)%

Construction segment

 

61

 

67

 

(6

)

(9.0

)

Total rentals

 

$

36,598

 

$

42,401

 

$

(5,803

)

(13.7

)%

 

The decrease in rental expense for the three and nine months ended October 30, 2010 compared to the three and nine months ended October 31, 2009 is primarily due to a decrease in the amount of equipment leased by the Company.

 

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Table of Contents

 

Interest and Debt Expense, Net

 

(in thousands of dollars)

 

October 30,
2010

 

October 31,
2009

 

$ Change

 

% Change

 

Interest and debt expense (income), net:

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

18,118

 

$

18,409

 

$

(291

)

(1.6

)%

Construction segment

 

(75

)

(52

)

(23

)

44.2

 

Total interest and debt expense, net

 

$

18,043

 

$

18,357

 

$

(314

)

(1.7

)%

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

Retail operations segment

 

$

55,520

 

$

55,943

 

$

(423

)

(0.8

)%

Construction segment

 

(159

)

(167

)

8

 

(4.8

)

Total interest and debt expense, net

 

$

55,361

 

$

55,776

 

$

(415

)

(0.7

)%

 

The decrease of net interest and debt expense for the three-month period is primarily attributed to lower average debt and earned interest on invested cash partially offset by the reduction of capitalized interest.  The decrease of net interest and debt expense for the nine-month period is primarily attributed to lower average debt and earned interest on invested cash partially offset by the reduction of capitalized interest and a prior year gain on the repurchase of debt.  Total weighted average debt decreased approximately $12.5 million and $88.9 million during the three and nine months ending October 30, 2010 compared to the three and nine months ending October 31, 2009, respectively.

 

Loss (Gain) on Disposal of Assets

 

(in thousands of dollars)

 

October 30,
2010

 

October 31,
2009

 

$ Change

 

Loss (gain) on disposal of assets:

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

Retail operations segment

 

$

934

 

$

(116

)

$

1,050

 

Construction segment

 

 

 

 

Total loss (gain) on disposal of assets

 

$

934

 

$

(116

)

$

1,050

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

 

Retail operations segment

 

$

(3,280

)

$

(769

)

$

(2,511

)

Construction segment

 

(12

)

(4

)

(8

)

Total loss (gain) on disposal of assets

 

$

(3,292

)

$

(773

)

$

(2,519

)

 

During the three and nine months ended October 30, 2010, the Company received proceeds of $1.9 million from the sale of a former retail store location, resulting in a loss of $1.1 million that was recorded in loss (gain) on disposal of assets.

 

Additionally, during the nine months ended October 30, 2010, the Company received proceeds of $4.0 million from the sale of a former retail store location, resulting in a gain of $4.0 million that was recorded in loss (gain) on disposal of assets.

 

Asset Impairment and Store Closing Charges

 

There were no asset impairment and store closing costs recorded during the three months ended October 30, 2010 or three and nine months ended October 31, 2009.

 

During the nine months ended October 30, 2010, the Company’s retail operations segment recorded a pretax charge of $2.2 million for asset impairment and store closing costs.  The charge was for the write-down of one property currently held for sale.

 

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Table of Contents

 

Income Taxes

 

The total amount of unrecognized tax benefits as of October 30, 2010 and October 31, 2009 was $14.0 million and $20.7 million, respectively, of which $10.3 million and $15.3 million, respectively, would, if recognized, affect the effective tax rate.  The Company classifies accrued interest expense and penalties relating to income tax in the condensed consolidated financial statements as income tax expense.  The total interest and penalties recognized in the condensed consolidated statements of income and retained earnings during the three months ended October 30, 2010 and October 31, 2009 was $0.0 million and $(1.2) million, respectively, and during the nine months ended October 30, 2010 and October 31, 2009 was $(1.4) million and $(0.9) million, respectively.  The total accrued interest and penalties in the condensed consolidated balance sheets as of October 30, 2010 and October 31, 2009 was $4.6 million and $8.5 million, respectively.  The estimated range of the reasonably possible uncertain tax benefit decrease in the next twelve months is between $3 million and $5 million.  No significant changes occurred in the tax years subject to examination by major tax jurisdictions during the three and nine months ended October 30, 2010.  Changes in the Company’s assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of operations.

 

The Company’s estimated federal and state income tax rate, inclusive of equity in losses of joint ventures, was approximately 29.6% and 276.1% for the three months ended October 30, 2010 and October 31, 2009, respectively.  During the three months ended October 30, 2010, income taxes included the recognition of tax benefits primarily due to a decrease in a capital loss valuation allowance.  During the three months ended October 31, 2009, income taxes included the recognition of tax benefits primarily due to a state administrative settlement, decrease in a capital loss valuation allowance, and federal tax credits.

 

The Company’s estimated federal and state income tax rate, inclusive of equity in losses of joint ventures, was approximately 32.1% and 67.6% for the nine months ended October 30, 2010 and October 31, 2009, respectively.  During the nine months ended October 30, 2010, income taxes included the recognition of tax benefits primarily due to a state administrative settlement, a decrease in a capital loss valuation allowance, and federal tax credit refund claims.  During the nine months ended October 31, 2009, income taxes included the recognition of tax benefits primarily due to a state administrative settlement, decrease in a capital loss valuation allowance, and federal tax credits.

 

Our income tax rate for the remainder of fiscal 2010 is dependent upon results of operations and may change if the results for fiscal 2010 are different from current expectations.  We currently estimate that our effective rate for the remainder of fiscal 2010 will approximate 36%.

 

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Table of Contents

 

FINANCIAL CONDITION

 

Financial Position Summary

 

(in thousands of dollars)

 

October 30,
2010

 

January 30,
2010

 

$ Change

 

% Change

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

167,119

 

$

341,693

 

$

(174,574

)

(51.1

)%

Long-term debt, including current portion

 

746,849

 

749,306

 

(2,457

)

(0.3

)

Subordinated debentures

 

200,000

 

200,000

 

 

 

Stockholders’ equity

 

2,116,565

 

2,304,103

 

(187,538

)

(8.1

)

 

 

 

 

 

 

 

 

 

 

Current ratio

 

1.76

 

2.28

 

 

 

 

 

Debt to capitalization

 

30.9

%

29.2

%

 

 

 

 

 

(in thousands of dollars)

 

October 30,
2010

 

October 31,
2009

 

$ Change

 

% Change

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

167,119

 

$

74,077

 

$

93,042

 

125.6

%

Long-term debt, including current portion

 

746,849

 

749,724

 

(2,875

)

(0.4

)

Subordinated debentures

 

200,000

 

200,000

 

 

 

Stockholders’ equity

 

2,116,565

 

2,233,966

 

(117,401

)

(5.3

)

 

 

 

 

 

 

 

 

 

 

Current ratio

 

1.76

 

1.80

 

 

 

 

 

Debt to capitalization

 

30.9

%

29.8

%

 

 

 

 

 

Net cash flows from operations decreased to $158.9 million during the nine months ended October 30, 2010 compared to $261.4 million for the nine months ended October 31, 2009.  This decrease of $102.5 million was largely a result of a decrease of $179.5 million related to changes in working capital items, primarily of changes in income tax accruals, the collection of an income tax receivable and of changes in inventory.  This decrease was partially offset by higher net income, as adjusted for non-cash items, of $77.0 million for the nine months ended October 30, 2010 as compared to the nine months ended October 31, 2009.

 

GE owns and manages Dillard’s branded proprietary credit card business under the Alliance that expires in fiscal 2014.  The Alliance provides for certain payments to be made by GE to the Company, including a revenue sharing and marketing reimbursement.  The Company received income of approximately $64.1 million and $65.8 million from GE during the nine months ended October 30, 2010 and October 31, 2009, respectively.  While future cash flows under this Alliance are difficult to predict, the Company expects fiscal 2010 amounts to be reduced from prior year’s levels due to the challenging economy and new credit regulations.  The amount the Company receives is dependent on the level of sales on GE accounts, the level of balances carried on the GE accounts by GE customers, payment rates on GE accounts, finance charge rates and other fees on GE accounts, the level of credit losses for the GE accounts as well as GE’s funding costs.

 

During the nine months ended October 30, 2010, the Company received proceeds of $1.9 million from the sale of a former retail store location, resulting in a loss of $1.1 million that was recorded in loss (gain) on disposal of assets.  Additionally, during the nine months ended October 30, 2010, the Company received proceeds of $4.0 million from the sale of a retail store location, resulting in a gain of $4.0 million that was recorded in loss (gain) on disposal of assets.

 

Capital expenditures were $73.8 million and $51.1 million for the nine months ended October 30, 2010 and October 31, 2009, respectively.  These expenditures consisted primarily of the construction of new stores, remodeling of existing stores and investments in technology equipment and software.  During the nine months ended October 30, 2010, the Company purchased two corporate aircraft for approximately $34 million that were previously leased under operating leases, and we opened our new store locations at The Domain in Austin, Texas (200,000 square feet) and The Village at Fairview in Fairview, Texas (155,000 square feet).  There are no other planned store openings for fiscal 2010.  Capital expenditures for fiscal 2010 are expected to be approximately $105 million compared to actual expenditures of $75.1 million during fiscal 2009.

 

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Table of Contents

 

During the nine months ended October 30, 2010, we closed our store location in Helena, Montana (65,000 square feet) and recorded a negligible amount for store closing costs.  We have also announced the upcoming closures of our stores located at Coral Square Mall in Coral Springs, Florida (98,000 square feet) and Miami International Mall in Miami, Florida (98,000 square feet).  These locations are expected to close during the fourth quarter of fiscal 2010 with minimal closing costs.  We remain committed to closing under-performing stores where appropriate and may incur future closing costs related to these stores when they close.

 

The Company had cash on hand of $167.1 million as of October 30, 2010.  As part of our overall liquidity management strategy and for peak working capital requirements, the Company has a $1.0 billion credit facility.  Limited to 85% of the inventory of certain Company subsidiaries, availability for borrowings and letter of credit obligations under the credit agreement was $1.0 billion at October 30, 2010.  No borrowings were outstanding at October 30, 2010.  Letters of credit totaling $89.0 million were issued under this credit agreement leaving unutilized availability under the facility of approximately $911 million at October 30, 2010.

 

Under the credit agreement, the Company unilaterally reduced the previous $1.2 billion credit facility by $200 million to $1.0 billion, effective September 1, 2010, in order to reduce the amount of commitment fees.  Planned inventory levels would not allow for utilization of the full $1.2 billion.  All other aspects of the credit agreement remain unchanged.  Expected savings from the time of the permanent reduction through the remaining term of the credit facility are approximately $1.1 million.

 

Cash used in financing activities for the nine months ended October 30, 2010 totaled $265.8 million compared to cash used in financing activities of $241.9 million for the nine months ended October 31, 2009.  This decrease of cash flow was primarily due to the repurchase of the Company’s Class A Common Stock and the payment of debt and capital lease obligations during the nine months ended October 30, 2010 partially offset by short-term borrowing and debt payments during the nine months ended October 31, 2009.

 

During the nine months ended October 30, 2010, the Company repurchased 10.1 million shares of stock for approximately $253.9 million (including the accrual of $12.3 million of share repurchase that had not settled as of October 30, 2010) at an average price of $25.24 per share.  At October 30, 2010, $178.7 million remained available for repurchase pursuant to authorization granted by the Company’s board of directors.

 

During the nine months ended October 30, 2010, the Company made principal payments on long-term debt and capital lease obligations of $16.5 million, including the payoff of approximately $13 million in capital lease obligations for two corporate aircraft.  During the nine months ended October 31, 2009, the Company made principal payments on long-term debt and capital lease obligations of $33.1 million, including the repurchase of $8.4 million face amount of 9.125% notes maturing on August 1, 2011.  This repurchase resulted in a pretax gain of approximately $1.7 million and was recorded in net interest and debt expense.

 

During the nine months ended October 31, 2009, the Company also paid $200.0 million of short-term borrowings under the Company’s credit facility.  No short-term borrowings were outstanding under the credit facility during the nine months ended October 30, 2010.

 

During fiscal 2010, the Company expects to finance its capital expenditures and its working capital requirements including required debt repayments and stock repurchases, if any, from cash on hand, cash flows generated from operations and utilization of the credit facility.  The Company expects peak borrowings under the credit facility during fiscal 2010, net of invested cash, to be minimal.  Depending on conditions in the capital markets and other factors, the Company will from time to time consider other possible financing transactions, the proceeds of which could be used to refinance current indebtedness or for other corporate purposes.

 

There have been no material changes in the information set forth under the caption “Contractual Obligations and Commercial Commitments” in Item 7, 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, 2010.

 

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Table of Contents

 

OFF-BALANCE-SHEET ARRANGEMENTS

 

The Company does not have any arrangements or relationships with entities that are not consolidated into the financial statements that are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operation, liquidity, capital expenditures or capital resources that is material to investors.

 

NEW ACCOUNTING STANDARDS

 

Consolidation of Variable Interest Entities

On January 31, 2010, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to accounting for variable interest entities. These changes require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a variable interest entity; to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity.  The adoption of these changes had no material impact on the Company’s condensed consolidated financial statements.

 

Fair Value Measurements and Disclosures

In January 2010, the FASB issued ASU 2010-06, an update to Topic 820, Fair Value Measurements and Disclosures.  ASU 2010-06 provides an update specifically to Subtopic 820-10 that requires new disclosures including details of significant transfers in and out of Level 1 and Level 2 measurements and the reasons for the transfers and a gross presentation of activity within the Level 3 roll forward, presenting separately information about purchases, sales, issuances, and settlements.  ASU 2010-06 is effective for the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 roll forward, which is required for interim and annual reporting periods beginning after December 15, 2010.  The adoption of ASU 2010-06 did not have a material impact on the Company’s condensed consolidated financial statements.

 

FORWARD-LOOKING INFORMATION

 

This report contains certain forward-looking statements.  The following are or may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995:  statements including (a) words such as “may,” “will,” “could,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” or the negative or other variations thereof; (b) statements regarding matters that are not historical facts; and (c) statements about the Company’s future occurrences, plans and objectives, including statements regarding management’s expectations and forecasts for the remainder of fiscal 2010 and fiscal 2011.  The Company cautions that forward-looking statements contained in this report are based on estimates, projections, beliefs and assumptions of management and information available to management at the time of such statements and are not guarantees of future performance.  The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions.   Representative examples of those factors include (without limitation) general retail industry conditions and macro-economic conditions; economic and weather conditions for regions in which the Company’s stores are located and the effect of these factors on the buying patterns of the Company’s customers, including the effect of changes in prices and availability of oil and natural gas; the availability of consumer credit; the impact of competitive pressures in the department store industry and other retail channels including specialty, off-price, discount and Internet retailers; changes in consumer spending patterns, debt levels and their ability to meet credit obligations; changes in legislation, affecting such matters as the cost of employee benefits or credit card income; adequate and stable availability of materials, production facilities and labor from which the Company sources its merchandise at acceptable pricing; changes in operating expenses, including employee wages, commission structures

 

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and related benefits; system failures or data security breaches; possible future acquisitions of store properties from other department store operators; the continued availability of financing in amounts and at the terms necessary to support the Company’s future business; fluctuations in LIBOR and other base borrowing rates; potential disruption from terrorist activity and the effect on ongoing consumer confidence; epidemic, pandemic or other public health issues; potential disruption of international trade and supply chain efficiencies; world conflict and the possible impact on consumer spending patterns and other economic and demographic changes of similar or dissimilar  nature.   The Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 30, 2010, contain other information on factors that may affect financial results or cause actual results to differ materially from forward-looking statements.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes in the information set forth under caption “Item 7A-Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010.

 

Item 4.  Controls and Procedures

 

The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).  The Company’s management, with the participation of our CEO and CFO, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report, and based on that evaluation, the Company’s CEO and CFO have concluded that these disclosure controls and procedures were effective.

 

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended October 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II.  OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

On May 27, 2009, a lawsuit was filed in the United States District Court for the Eastern District of Arkansas styled Steven Harben, Derivatively on Behalf of Nominal Defendant Dillard’s, Inc. v. William Dillard II et al, Case Number 4:09-IV-395.  The lawsuit generally seeks return of monies and alleges that certain officers and directors of the Company have been overcompensated and/or received improper benefits at the expense of the Company and its shareholders.  On September 30, 2010 the court dismissed the lawsuit in its entirety. It is not known whether plaintiff intends to file an appeal.  If so, the named officers and directors intend to contest these allegations vigorously.

 

On June 10, 2009, a lawsuit was filed in the Circuit Court of Pulaski County, Arkansas styled Billy K. Berry, Derivatively on behalf of Dillard’s, Inc. v. William Dillard II et al, Case Number CV-09-4227-2. The lawsuit generally seeks return of monies and alleges that certain officers and directors of the Company have been overcompensated and/or received improper benefits at the expense of the Company and its shareholders.  On February 18, 2010, the Circuit Court entered an “Order of Dismissal with Prejudice and Final Judgment” dismissing the case as to all parties defendant.  Plaintiff has appealed the Court’s Order.  The named officers and directors will continue to contest these allegations vigorously.

 

From time to time, we are involved in other litigation relating to claims arising out of our operations in the normal course of business.  Such issues may relate to litigation with customers, employment related lawsuits, class action lawsuits, purported class action lawsuits and actions brought by governmental authorities.  As of December 3, 2010, we are not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.  However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition or cash flows.

 

Item 1A.  Risk Factors

 

There have been no material changes in the information set forth under caption “Item 1A-Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities

 

Period

 

(a) Total
Number of
Shares
Purchased

 

(b) Average Price
Paid per Share

 

(c)Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

 

(d) Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans or
Programs

 

August 1, 2010 through August 28, 2010

 

691,542

 

$

21.29

 

691,542

 

$

235,277,134

 

August 29, 2010 through October 2, 2010

 

457,036

 

23.76

 

457,036

 

224,416,201

 

October 3, 2010 through October 30, 2010

 

1,720,661

 

26.59

 

1,720,661

 

178,670,666

 

Total

 

2,869,239

 

$

24.86

 

2,869,239

 

$

178,670,666

 

 

In August 2010, the Company’s board of directors authorized the Company to repurchase up to $250 million of the Company’s Class A Common Stock under a new open-ended plan.  This authorization permits the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 or through privately negotiated transactions.

 

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Item 6.  Exhibits

 

Number

 

Description

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.2

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

101.INS*

 

XBRL Instance Document

101.SCH*

 

XBRL Taxonomy Extension Schema Document

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

 


*     Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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.

 

 

DILLARD’S, INC.

 

(Registrant)

 

 

 

 

Date:

December 3, 2010

 

/s/ James I. Freeman

 

James I. Freeman

 

Senior Vice President and Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

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