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 28, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES 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 (IRS Employer
of incorporation or organization) Identification Number)
1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72201
(Address of principal executive office)
(Zip Code)
(501) 376-5200
(Registrant's telephone number, including area code)
Indicate by checkmark 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 time that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No_
-
Indicate 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 October 28, 2000 83,981,371
CLASS B COMMON STOCK as of October 28, 2000 4,010,929
Index
DILLARD'S, INC.
Page
Part I. Financial Information Number
------
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets as of October 28, 2000, January 29, 2000 and October 30, 3
1999.
Consolidated Statements of Income and Retained Earnings for the Three, Nine and
Twelve Month Periods Ended October 28, 2000 and October 30, 1999. 4
Consolidated Statements of Cash Flows for the Nine Months Ended October 28, 2000
and October 30, 1999. 5
Notes to Consolidated Financial Statements. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 8
Item 3. Quantitative and Qualitative Disclosure About Market Risk. 11
Part II. Other Information
Item 1. Legal Proceedings. 11
Item 2. Changes in Securities and Use of Proceeds. 11
Item 3. Defaults Upon Senior Securities. 11
Item 4. Submission of Matters to a Vote of Security Holders. 11
Item 5. Other Information. 11
Item 6. Exhibits and Reports on Form 8-K. 11
Signatures 12
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
- -----------------------------
DILLARD'S, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)
October 28, January 29, October 30,
2000 2000 1999
-------------------------------- ----------------
Assets
Current Assets:
Cash and cash equivalents $ 140,227 $ 198,721 $ 43,650
Trade accounts receivable, net 894,877 1,104,925 981,140
Merchandise inventories 2,591,951 2,047,830 2,929,451
Other current assets 82,680 72,249 61,008
-------------------------------- ----------------
Total current assets 3,709,735 3,423,725 4,015,249
Property and Equipment, net 3,547,277 3,619,191 3,657,964
Goodwill, net 598,287 610,180 647,030
Other Assets 289,183 265,108 403,831
-------------------------------- ----------------
Total Assets $8,144,482 $ 7,918,204 $8,724,074
================================ ================
Liabilities and Stockholders' Equity
Current Liabilities:
Trade accounts payable and accrued expenses $ 1,286,149 $ 667,626 $ 1,440,140
Federal and state income taxes 17,723 32,404 4,313
Current portion of long-term debt 108,049 108,049 7,289
Current portion of capital lease obligations 2,454 2,515 2,463
-------------------------------- ----------------
Total current liabilities 1,414,375 810,594 1,454,205
Long-term Debt 2,623,396 2,894,616 2,997,276
Capital Lease Obligations 22,971 24,659 25,268
Other Liabilities 114,246 121,455 74,764
Deferred Income Taxes 696,060 702,467 714,154
Guaranteed Preferred Beneficial Interests in the
Company's Subordinated Debentures 531,579 531,579 531,579
Stockholders' Equity:
Common stock 1,155 1,155 1,154
Additional paid-in capital 695,507 695,507 692,399
Retained earnings 2,634,467 2,579,567 2,557,859
Less treasury stock (589,274) (443,395) (324,584)
-------------------------------- ----------------
Total stockholders' equity 2,741,855 2,832,834 2,926,828
-------------------------------- ----------------
Total Liabilities and Stockholders' Equity $8,144,482 $7,918,204 $8,724,074
================================ ================
See notes to consolidated financial statements.
DILLARD'S, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
Three Months Ended Nine Months Ended Twelve Months Ended
---------------------------- --------------------------- ---------------------------
October 28, October 30, October 28, October 30, October 28, October 30,
2000 1999 2000 1999 2000 1999
------------- -------------- ------------- ------------- ------------- -------------
Net Sales $1,978,664 $2,071,954 $5,904,604 $6,081,814 $8,499,501 $8,648,557
Service Charges, Interest and Other 68,642 53,818 190,518 180,019 255,025 236,713
------------- -------------- ------------- ------------- ------------- -------------
2,047,306 2,125,772 6,095,122 6,261,833 8,754,526 8,885,270
Costs and Expenses:
Cost of sales 1,375,188 1,380,527 3,974,047 3,996,739 5,739,739 5,743,225
Advertising, selling, administrative
and general expenses 540,773 541,679 1,599,779 1,597,854 2,202,622 2,198,907
Depreciation and amortization 77,710 75,044 229,387 220,731 301,324 283,072
Rentals 16,466 16,170 48,662 47,672 76,208 77,855
Interest and debt expense 52,518 56,239 168,840 176,358 229,048 239,169
Impairment charges - - - - 69,708 -
------------- -------------- ------------- ------------- ------------- -------------
2,062,655 2,069,659 6,020,715 6,039,354 8,618,649 8,542,228
------------- -------------- ------------- ------------- ------------- -------------
Income (Loss) Before Income Taxes (15,349) 56,113 74,407 222,479 135,877 343,042
Income Taxes (Benefit) (5,835) 21,325 28,270 84,540 63,950 130,655
------------- -------------- ------------- ------------- ------------- -------------
Income (Loss) Before Extraordinary Item (9,514) 34,788 46,137 137,939 71,927 212,387
Extraordinary Gain on the extinguishment of
debt, net of income taxes 15,475 - 19,866 - 19,866 -
------------- -------------- ------------- ------------- ------------- -------------
Net Income 5,961 34,788 66,003 137,939 91,793 212,387
Retained Earnings at Beginning
of the Period 2,632,122 2,527,366 2,579,567 2,432,793 2,557,859 2,362,699
------------- -------------- ------------- ------------- ------------- -------------
2,638,083 2,562,154 2,645,570 2,570,732 2,649,652 2,575,086
Cash Dividends Declared (3,616) (4,295) (11,103) (12,873) (15,185) (17,227)
------------- -------------- ------------- ------------- ------------- -------------
Retained Earnings at End of Period $2,634,467 $2,557,859 $2,634,467 $2,557,859 $ 2,634,467 $ 2,557,859
============= ============== ============= ============= ============= =============
Basic and Diluted Earnings per share:
Earnings (Loss) Before Extraordinary Item $(0.10) $0.33 $0.50 $1.29 $0.76 $1.99
Extraordinary Gain 0.17 - 0.21 - 0.21 -
------------- ------------- ------------- ------------- ------------- -------------
Net Income $0.07 $0.33 $0.71 $1.29 $0.97 $1.99
============= ============== ============= ============= ============= =============
Diluted $0.07 $0.33 $0.71 $1.29 $0.97 $1.98
============= ============== ============= ============= ============= =============
Cash Dividends Declared Per
Common Share $0.04 $0.04 $0.12 $0.12 $0.16 $0.16
See notes to consolidated financial statements.
DILLARD'S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
Nine Months Ended
-------------------------------
October 28, October 30, October 28, October 30,
2000 1999
-------------- ---------------
Operating Activities:
Net income $ 66,003 $ 137,939
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 231,491 221,023
Extraordinary gain on extinguishment of debt, net of taxes (19,866) -
Gain on the sale of property and equipment (7,750) -
Changes in operating assets and liabilities:
Decrease in trade accounts receivable, net 210,048 211,432
Increase in merchandise inventories and other current assets (554,552) (805,182)
Increase in other assets (7,955) (29,093)
Increase in trade accounts payable and accrued expenses
and income taxes 578,050 630,751
-------------- ---------------
Net cash provided by operating activities 495,469 366,870
Investing Activities:
Purchases of property and equipment (156,054) (179,004)
-------------- ---------------
Net cash used in investing activities (156,054) (179,004)
Financing Activities:
Principal payments on long-term debt and capital lease obligations (240,927) (163,984)
Cash dividends paid (11,103) (12,873)
Purchase of treasury stock
(145,879) - (49,410)
Retirement of preferred stock - (440)
Proceeds from issuance of common stock - 10,090
-------------- ---------------
Net cash used in financing activities (397,909) (216,617)
Decrease in Cash and Cash Equivalents (58,494) (28,751)
Cash and Cash Equivalents, Beginning of Period
198,721 72,401
-------------- ---------------
Cash and Cash Equivalents, End of Period $ 140,227 $ 43,650
============== ===============
See notes to consolidated financial statements.
DILLARD’S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 28, 2000
Note 1. Basis of Presentation
| The accompanying unaudited consolidated financial statements of Dillard’s, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In accordance with Securities and Exchange Commission Staff Accounting Bulletin Number 101, “Revenue Recognition in Financial Statements,” the Company has restated prior period sales amounts to exclude leased department sales. Certain prior period balances have been reclassified to conform with current period presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three, nine and twelve month periods ended October 28, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ending February 3, 2001, due to the seasonal nature of the business. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended January 29, 2000. |
Note 2. Earnings Per Share Data
| The following table sets forth the computation of basic and diluted earnings per share (“EPS”) for the periods indicated (in thousands, except per share data). |
Three Months Ended Nine Months Ended Twelve Months Ended
--------------------------- ----------------------------- ----------------------------
October 28, October 30, October 28, October 30, October 28, October 30,
2000 1999 2000 1999 2000 1999
--------------------------- ----------------------------- ----------------------------
Basic:
Earnings (loss) before extraordinary item $(9,514) $34,788 $46,137 $137,939 $71,927 $212,387
Extraordinary gain 15,475 - 19,866 - 19,866 -
--------------------------- ----------------------------- ----------------------------
Net income 5,961 34,788 66,003 137,939 91,793 212,387
Preferred stock dividends - - - (8) - (19)
--------------------------- ----------------------------- ----------------------------
Net earnings available for
per-share calculations $5,961 $34,788 $66,003 $137,931 $91,793 $212,368
=========================== ============================= ============================
Average shares outstanding 90,716 106,847 93,035 106,985 95,003 106,954
=========================== ============================= ============================
Per Share of Common Stock
Earnings (loss) before extraordinary item $ (.10) $ .33 $ .50 $ 1.29 $ .76 $ 1.99
Extraordinary gain .17 - .21 - .21 -
--------------------------- ----------------------------- ----------------------------
Net income $ .07 $ .33 $ .71 $ 1.29 $ .97 $ 1.99
=========================== ============================= ============================
Three Months Ended Nine Months Ended Twelve Months Ended
---------------------------- ----------------------------- ----------------------------
October 28, October 30, October 28, October 30, October 28, October 30,
2000 1999 2000 1999 2000 1999
----------------------------- ---------------------------- ----------------------------
----------------------------- ---------------------------- ----------------------------
Diluted:
Earnings (loss) before extraordinary item $ (9,514) $34,788 $46,137 $137,939 $71,927 $212,387
Extraordinary gain 15,475 - 19,866 - 19,866 -
----------------------------- ---------------------------- ----------------------------
Net income 5,961 34,788 66,003 137,939 91,793 212,387
Preferred stock dividends - - - (8) - (19)
----------------------------- ---------------------------- ----------------------------
Net earnings available for
per-share calculations $5,961 $34,788 $66,003 $137,931 $91,793 $212,368
============================= ============================ ============================
Average shares outstanding 90,716 106,847 93,035 106,985 95,003 106,954
Stock options - - - 187 12 168
----------------------------- ---------------------------- ----------------------------
Total average equivalent shares 90,716 106,847 93,035 107,172 95,015 107,122
============================= ============================ ============================
Per Share of Common Stock
Earnings (loss) before extraordinary item $ (.10) $ .33 $ .50 $ 1.29 $ .76 $ 1.98
Extraordinary gain .17 - .21 - .21 -
----------------------------- ---------------------------- ----------------------------
Net income $ .07 $ .33 $ .71 $ 1.29 $ .97 $ 1.98
============================= ============================ ============================
| Options to purchase 9,409,131 and 7,657,009 shares of Class A common stock at prices ranging from $18.13 to $40.22 per share were outstanding at October 28, 2000 and October 30, 1999, respectively, but were not included in the computation of diluted earnings per share because they would be antidilutive. |
Note 3. Common Stock Repurchase and Note Repurchase
| During the quarter ended October 28, 2000, the Company repurchased approximately $44.8 million of Class A Common Stock, representing 4.0 million shares at an average price of $11.16 per share. For the nine months ended October 28, 2000 the Company repurchased approximately $145.9 million of Class A Common Stock representing 10.5 million shares at an average price of $13.90 per share. |
| During the quarter ended October 28, 2000, the Company repurchased $100.5 million of its outstanding unsecured notes prior to their related maturity dates. During the nine months ended October 28, 2000, the Company repurchased $165.8 million of its outstanding unsecured notes prior to their related maturity dates. During the quarter ended October 28, 2000, the Company also retired $100 million of its 6.08% Reset Put Securities due August 1, 2010 prior to their maturity date. Interest rates on the repurchased securities ranged from 6.08% to 9.5%. Maturity dates ranged from 2003 to 2027. In connection with these transactions, the Company recorded after tax extraordinary gains during the quarter and nine months ended October 28, 2000 of $15.5 million (net of income taxes of $9.5 million) and $19.9 million (net of income taxes of $12.1 million), respectively. |
ITEM 2. Management’s Discussion and Analysis of FinancialCondition
And Results Of Operations
Results of Operations
The following table sets forth the results of operations, expressed as a percentage of net sales, for the periods indicated:
Three Months Ended Nine Months Ended Twelve Months Ended
------------------------- ------------------------- -------------------------
------------------------- ------------------------ -------------------------
October 28, October 30, October 28, October 30, October 28, October 30,
2000 1999 2000 1999 2000 1999 2000 1999 2000 1999
----------- ----------- ----------- ------------ ----------- -----------
Net sales 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 69.5 66.6 67.3 65.7 67.6 66.4
----------- ----------- ----------- ------------ ----------- -----------
Gross profit 30.5 33.4 32.7 34.3 32.4 33.6
Advertising, selling, administrative
and general expenses 27.4 26.2 27.1 26.3 25.9 25.4
Depreciation and amortization 3.9 3.6 3.9 3.6 3.5 3.3
Rentals 0.8 0.8 0.8 0.8 0.9 0.9
Interest and debt expense 2.7 2.7 2.8 2.9 2.7 2.7
Impairment charges - - - - 0.8 -
----------- ----------- ----------- ------------ ----------- -----------
Total operating expenses 34.8 33.3 34.6 33.6 33.8 32.3
Service charges, interest and other 3.5 2.6 3.2 3.0 3.0 2.7
----------- ----------- ----------- ------------ ----------- -----------
Income (loss) before income taxes (0.8) 2.7 1.3 3.7 1.6 4.0
Income taxes (benefit) (0.3) 1.0 0.5 1.4 0.8 1.5
----------- ----------- ----------- ------------ ----------- -----------
Income (loss) before extraordinary (0.5) 1.7 0.8 2.3 0.8 2.5
item
Extraordinary gain 0.8 - 0.3 - 0.3 -
----------- ----------- ----------- ------------ ----------- -----------
Net income 0.3 % 1.7 % 1.1 % 2.3 % 1.1 % 2.5 %
=========== =========== =========== ============ =========== ===========
Net Sales
Sales during the third quarter of 2000 were pressured by a weak retail environment. Net sales decreased 5% and 3% for the three and nine month periods ended October 28, 2000, respectively, compared to the three and nine month periods ended October 30, 1999. These decreases were primarily due to decreases in comparable store sales of 5% and 3% for the respective three and nine month periods ended October 28, 2000 compared to the same periods in 1999. The weakest performing merchandise categories for the three month period were women and juniors clothing and home sales which decreased 6% and children’s clothing which decreased 5%. The weakest performing merchandise categories for the nine month period were women and juniors clothing and children’s clothing with declines of 5% and 3%, respectively. Net sales decreased 2% for the twelve month period ended October 28, 2000 compared to the same period in 1999. As a result of the lower than planned sales levels, the relationship of cost of sales to sales and advertising, selling, administrative and general expenses to sales was negatively impacted (see below).
Cost of Sales
Cost of sales, as a percent of net sales, increased to 69.5% for the quarter ended October 28, 2000 from 66.6% for the quarter ended October 30, 1999. The increase in cost of sales as a percentage of net sales was due to (i) continuing non-acceptance of specific lines of branded merchandise, (ii) increased markdown activity from the implementation of the Company’s enhanced markdown strategy that accelerates markdowns and shortens merchandise cycles and (iii) management’s continuing initiative to control and reduce inventory levels in order to maintain inventory at the desired levels. Management expects the continuing implementation and execution of this strategy to negatively impact cost of sales for the fourth quarter of 2000. Comparable store inventories decreased by 12% from last year’s third quarter.
Cost of sales, as a percentage of net sales, for the nine months ended October 28, 2000 and October 30, 1999 was 67.3% and 65.7%, respectively. Cost of sales for the twelve months ended October 28, 2000 and October 30, 1999 was 67.6% and 66.4%, respectively. Cost of sales for the nine and twelve month periods were impacted by the same factors discussed above.
Advertising, Selling, Administrative and General Expenses
Advertising, Selling, Administrative and General (“SG&A”) expenses, as a percentage of net sales, were 27.4%, 27.1% and 25.9% for the three, nine and twelve month periods ended October 28, 2000 compared to 26.2%, 26.3% and 25.4% for the comparable 1999 periods. The increase in SG&A expenses, as a percent of net sales, is primarily due to a lack of sales leverage for these periods. In absolute dollars, SG&A expenses were relatively flat for the indicated periods.
Depreciation and Amortization Expense
Depreciation and amortization expense increase by $2.7 million and $8.7 million for the three and nine month periods ended October 28, 2000 compared to similar periods in 1999, due primarily to new asset additions.
Rentals
Rental expense, as a percent of net sales, for the three, nine and twelve month periods ended October 28, 2000 were unchanged from the similar period in 1999 at .8%, .8% and .9%, respectively.
Interest and Debt Expense
Interest and debt expense, as a percent of net sales, was 2.7% and 2.8% for the three and nine month periods ended October 28, 2000 compared to 2.7% and 2.9% for three and nine month periods in 1999. Interest and debt expense was $52.5 and $168.8 million for the three and nine month periods ended October 28, 2000 compared with $56.2 and $176.4 million for the similar periods in 1999. The reduction in interest expense during the three and nine month periods in 2000 was due to a decrease in the average amount of outstanding debt. In addition to scheduled maturities, the Company repurchased or retired outstanding debt totaling $200.5 and $265.6 million in the three and nine month periods ended October 28, 2000.
Interest and debt expense, as a percent of net sales, was flat at 2.7% for the twelve month period ended October 28, 2000 compared to the twelve month period in 1999.
Service Charges, Interest and Other Income
Service charges, interest and other income, as a percent of net sales, were 3.5%, 3.2% and 3.0% for the three, nine and twelve month periods ended October 28, 2000 compared to 2.6%, 3.0% and 2.7% for the comparable 1999 periods. The increase is primarily due to a pre-tax gain of $7.7 million realized on the sale of a parcel of land held for investment.
Income Taxes
The effective federal and state income tax rates for the three and nine month periods ended October 28, 2000 were 38% compared to 38% for the three and nine month periods ended October 30, 1999. The effective federal and state tax rates for the twelve month period ended October 28, 2000 was 47% compared to 38% for the twelve month period ended October 30, 1999. The increase in the effective tax rate is the result of the nondeductible portion of the impairment charge recorded in the fourth quarter of fiscal 1999.
Financial Condition
Net cash provided by operating activities increased by $129 million for the nine months ended October 28, 2000 compared to the nine months ended October 29, 1999. This increase was primarily caused by a reduction in merchandise inventories, offset by the reduction of accounts payable and accrued expenses.
The Company invested $156.1 million in capital expenditures for the nine months ended October 28, 2000 compared to $179.0 million for the nine months ended October 30, 1999.
During the nine months ended October 28, 2000, the Company opened four new stores: the Palm Beach store in Palm Beach, Florida; FlatIron Crossing in Broomfield, Colorado; North Plains Mall in Clovis, New Mexico; and the Quintard Mall in Oxford, Alabama. In addition, the Company completed a major expansion at the Willowbrook store in Houston, Texas. Three replacement stores were completed at La Plaza in McAllen, Texas, Aiken Mall in Aiken, South Carolina and Sunrise Mall in Brownsville, Texas. Six stores were closed during the nine month period totaling 716,000 square feet of retail space.
The Company plans to open seven new stores in fiscal 2001 totaling 1.38 million square feet. Capital expenditures for 2001 are expected to be approximately $200 million.
Cash used in financing activities totaled $397.9 million and $216.6 million for the nine months ended October 28, 2000 and October 30, 1999, respectively. The increase in cash used in financing activities during 2000 is due primarily to the repurchase of 10.5 million shares of Class A common stock for $145.9 million. During the nine months ended October 28, 2000 and October 30, 1999, the Company reduced its level of outstanding debt by $273.0 million and $164.0 million, respectively.
Management of the Company anticipates that it will be necessary to incur short term borrowings of up to $175 million during periods of peak working capital demand in the fourth quarter of 2000. Other than peak working capital requirements management believes that cash generated from operations will be sufficient to cover its reasonably foreseeable working capital, capital expenditure, stock repurchase and debt service requirements. Depending on conditions in the capital markets and other factors, the Company will from time to time consider the issuance of debt or other securities, or other possible capital market transactions, the proceeds of which could be used to refinance current indebtedness or other corporate purposes.
Forward-Looking Information
Statements in the Management’s Discussion and Analysis of Financial Condition and Results of Operations include certain “forward-looking statements”, including (without limitation) statements with respect to anticipated future operating and financial performance, growth and acquisition opportunities and other similar forecasts and statements of expectation. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and “should” and variations of these words and similar expressions, are intended to identify these forward-looking statements. The Company cautions that forward-looking statements, as such term is defined in the Private Securities Litigation Reform Act of 1995, contained in this quarterly report on Form 10-Q or made by management are based on estimates, projections, beliefs and assumptions of 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 (without limitation) include general industry and 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; changes in consumer spending patterns and debt levels; trends in personal bankruptcies; the impact of competitive market factors and other economic and demographic changes of similar or dissimilar nature; changes in operating expenses, including employee wages, commissions structures and related benefits; and the continued availability of financing in amounts and at the terms necessary to support the Company’s future business.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
During the nine months ended October 28, 2000, the Company repurchased $165.8 million of its outstanding unsecured notes prior to their related maturity dates. Interest rates on the repurchased securities ranged from 6.1% to 9.5%. Maturity dates ranged from 2003 to 2027. The Company also retired $100 million of its 6.08% Reset Put Securities due August 1, 2010 prior to their maturity date.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
None
Item 2. Changes in Securities and Use of Proceeds
- --------------------------------------------------
None
Item 3. Defaults Upon Senior Securities
- ----------------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
None
Item 5. Other Information
- --------------------------
Ratio of Earnings to Fixed Charges:
The Company has calculated the ratio of earnings to fixed charges pursuant to Item 503 of Regulation S-K of the
Securities and Exchange Act as follows:
Nine Months Ended Fiscal Year Ended
- ---------------------------- ----------------------------------------------------------------------------
October 28, October 30, January 29, January 30, January 31, February 1, February 3,
2000 1999 2000 1999 1998 1997 1996*
- -------------- ------------ ------------- -------------- --------------- -------------- --------------
1.37 2.12 2.04 1.97 3.69 3.61 2.86
============== ============ ============= ============== =============== ============== ==============
* 53 week year.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibit (12): Statement re: Computation of Earnings to Fixed Charges
(b) Reports of Form 8-K filed during the third quarter: None
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 12, 2000 /s/James I. Freeman
----------------- -------------------
James I. Freeman
Senior Vice President & Chief Financial Officer
(Principal Financial & Accounting Officer)