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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dillards Inc | NYSE:DDS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-10.96 | -2.52% | 423.47 | 430.01 | 414.72 | 430.01 | 104,691 | 23:00:57 |
(Mark one)
|
|
|
☒
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended February 1, 2020
|
||
or
|
||
☐
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to .
|
DELAWARE
|
|
71-0388071
|
State or other jurisdiction
of incorporation or organization
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Class A Common Stock
|
DDS
|
New York Stock Exchange
|
Large Accelerated Filer
|
ý
|
Accelerated Filer o
|
|
Smaller Reporting Company
|
☐
|
Non-Accelerated Filer
|
o
|
|
|
Emerging Growth Company
|
☐
|
CLASS A COMMON STOCK, $0.01 par value
|
19,367,269
|
|
CLASS B COMMON STOCK, $0.01 par value
|
4,010,401
|
|
Item No.
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
|
Percentage of Net Sales
|
|||||||
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|||
Retail operations segment:
|
|
|
|
|
|
|||
Cosmetics
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Ladies' apparel
|
22
|
|
|
22
|
|
|
23
|
|
Ladies' accessories and lingerie
|
15
|
|
|
15
|
|
|
16
|
|
Juniors' and children's apparel
|
9
|
|
|
9
|
|
|
8
|
|
Men's apparel and accessories
|
18
|
|
|
17
|
|
|
17
|
|
Shoes
|
15
|
|
|
15
|
|
|
16
|
|
Home and furniture
|
4
|
|
|
4
|
|
|
4
|
|
|
97
|
|
|
96
|
|
|
98
|
|
Construction segment
|
3
|
|
|
4
|
|
|
2
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Location
|
Number
of stores
|
|
Owned
Stores
|
|
Leased
Stores
|
|
Owned
Building
on Leased
Land
|
|
Partially
Owned
and
Partially
Leased
|
|||||
Alabama
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Arkansas
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Arizona
|
16
|
|
|
15
|
|
|
—
|
|
|
1
|
|
|
—
|
|
California
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Colorado
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Florida
|
42
|
|
|
38
|
|
|
2
|
|
|
2
|
|
|
—
|
|
Georgia
|
12
|
|
|
8
|
|
|
3
|
|
|
1
|
|
|
—
|
|
Iowa
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Idaho
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Illinois
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Indiana
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Kansas
|
5
|
|
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Kentucky
|
6
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Louisiana
|
15
|
|
|
14
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Missouri
|
9
|
|
|
6
|
|
|
1
|
|
|
2
|
|
|
—
|
|
Mississippi
|
6
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Montana
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
North Carolina
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nebraska
|
3
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
New Mexico
|
6
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Nevada
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ohio
|
12
|
|
|
10
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Oklahoma
|
8
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
South Carolina
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Tennessee
|
10
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Texas
|
57
|
|
|
45
|
|
|
7
|
|
|
—
|
|
|
5
|
|
Utah
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Virginia
|
6
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Wyoming
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
285
|
|
|
244
|
|
|
25
|
|
|
10
|
|
|
6
|
|
Facility
|
Location
|
|
Square Feet
|
|
Owned /
Leased
|
|
Distribution Centers:
|
Mabelvale, Arkansas
|
|
400,000
|
|
|
Owned
|
|
Gilbert, Arizona
|
|
295,000
|
|
|
Owned
|
|
Valdosta, Georgia
|
|
370,000
|
|
|
Owned
|
|
Olathe, Kansas
|
|
500,000
|
|
|
Owned
|
|
Salisbury, North Carolina
|
|
355,000
|
|
|
Owned
|
|
Ft. Worth, Texas
|
|
700,000
|
|
|
Owned
|
Internet Fulfillment Center
|
Maumelle, Arkansas
|
|
850,000
|
|
|
Owned
|
Dillard's Executive Offices
|
Little Rock, Arkansas
|
|
333,000
|
|
|
Owned
|
CDI Contractors, LLC Executive Office
|
Little Rock, Arkansas
|
|
25,000
|
|
|
Owned
|
CDI Storage Facilities
|
Maumelle, Arkansas
|
|
66,000
|
|
|
Owned
|
Total
|
|
|
3,894,000
|
|
|
|
Name
|
|
Age
|
|
Position & Office
|
|
Held Present
Office Since
|
|
Family Relationship to CEO
|
|
William Dillard, II
|
|
75
|
|
|
Director; Chief Executive Officer
|
|
1998
|
|
Not applicable
|
Alex Dillard
|
|
70
|
|
|
Director; President
|
|
1998
|
|
Brother of William Dillard, II
|
Mike Dillard
|
|
68
|
|
|
Director; Executive Vice President
|
|
1984
|
|
Brother of William Dillard, II
|
Drue Matheny
|
|
73
|
|
|
Director; Executive Vice President
|
|
1998
|
|
Sister of William Dillard, II
|
Chris B. Johnson (1)
|
|
48
|
|
|
Senior Vice President; Co-Principal Financial Officer
|
|
2015
|
|
None
|
Phillip R. Watts (2)
|
|
57
|
|
|
Senior Vice President; Co-Principal Financial Officer and Principal Accounting Officer
|
|
2015
|
|
None
|
William Dillard, III (3)
|
|
49
|
|
|
Senior Vice President
|
|
2015
|
|
Son of William Dillard, II
|
Denise Mahaffy (4)
|
|
62
|
|
|
Senior Vice President
|
|
2015
|
|
Sister of William Dillard, II
|
Dean L. Worley
|
|
54
|
|
|
Vice President; General Counsel
|
|
2012
|
|
None
|
Mike McNiff
|
|
67
|
|
|
Vice President
|
|
1995
|
|
None
|
Brant Musgrave
|
|
47
|
|
|
Vice President
|
|
2014
|
|
None
|
Mike Litchford (5)
|
|
54
|
|
|
Vice President
|
|
2016
|
|
None
|
Tom Bolin (6)
|
|
57
|
|
|
Vice President
|
|
2016
|
|
None
|
Annemarie Jazic (7)
|
|
36
|
|
|
Vice President
|
|
2017
|
|
Niece of William Dillard, II
|
Alexandra Lucie (8)
|
|
36
|
|
|
Vice President
|
|
2017
|
|
Niece of William Dillard, II
|
Tony Bolte (9)
|
|
61
|
|
|
Vice President
|
|
2017
|
|
None
|
James D. Stockman (10)
|
|
63
|
|
|
Vice President
|
|
2017
|
|
None
|
(1)
|
Mr. Johnson served as Vice President of Accounting from 2006 to 2012 and served as Vice President of Real Estate from 2012 to 2015. In 2015, he was promoted to Senior Vice President and Co-Principal Financial Officer. Since 2008, Mr. Johnson has also served as Chief Financial Officer of CDI, the Company's wholly-owned general contracting construction subsidiary.
|
(2)
|
Mr. Watts served as Vice President of Tax from 2002 to 2015. In 2015, he was promoted to Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer.
|
(3)
|
Mr. Dillard served as Vice President of Corporate Merchandising and Product Development from 2001 to 2015. In 2015, he was promoted to Senior Vice President.
|
(4)
|
Mrs. Mahaffy served as Corporate Vice President of Advertising from 2000 to 2015. In 2015, she was promoted to Senior Vice President.
|
(5)
|
Mr. Litchford served as a Regional Vice President of Stores from 2005 to 2016. In 2016, he was promoted to Corporate Vice President of Stores.
|
(6)
|
Mr. Bolin served as a Regional Vice President of Stores from 2000 to 2016. In 2016, he was promoted to Corporate Vice President of Stores.
|
(7)
|
Mrs. Jazic served as Director of Contemporary Sportswear from 2006 to 2013 and Director of Online Experience from 2013 to 2017. In 2017, she was promoted to Vice President of Online Experience.
|
(8)
|
Mrs. Lucie served as a Divisional Merchandise Manager of Ladies', Juniors' and Children's Exclusive Brands from 2010 to 2014 and served as a General Merchandise Manager of Ladies', Juniors' and Children's Exclusive Brands from
|
(9)
|
Mr. Bolte served as Vice President of Logistics from 2007 to 2017. In 2017, he was promoted to Vice President of Information Technology and Logistics.
|
(10)
|
Mr. Stockman served as General Merchandise Manager of Exclusive Brands from 2004 to 2017. In 2017, he was promoted to Corporate Vice President of Ladies' Apparel.
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Issuer Purchases of Equity Securities
|
||||||||||||||
Period
|
|
(a) Total Number of Shares Purchased(1)
|
|
|
(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
|
|
||
November 3, 2019 through November 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
305,417,522
|
|
December 1, 2019 through January 4, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305,417,522
|
|
||
January 5, 2020 through February 1, 2020
|
|
533,557
|
|
|
68.85
|
|
|
533,557
|
|
|
268,680,928
|
|
||
Total
|
|
533,557
|
|
|
$
|
68.85
|
|
|
533,557
|
|
|
$
|
268,680,928
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
Dillard's, Inc.
|
$
|
62.16
|
|
|
$
|
48.45
|
|
|
$
|
56.79
|
|
|
$
|
58.82
|
|
|
$
|
54.84
|
|
S&P 500
|
99.33
|
|
|
120.06
|
|
|
147.47
|
|
|
147.38
|
|
|
179.16
|
|
|||||
S&P 500 Department Stores
|
72.11
|
|
|
58.16
|
|
|
71.50
|
|
|
75.70
|
|
|
53.65
|
|
(Dollars in thousands, except per share data)
|
2019
|
|
2018
|
|
2017(1)
|
|
2016
|
|
2015
|
||||||||||
Net sales
|
$
|
6,203,520
|
|
|
$
|
6,356,109
|
|
|
$
|
6,261,477
|
|
|
$
|
6,257,137
|
|
|
$
|
6,595,626
|
|
Percent change
|
(2
|
)%
|
|
2
|
%
|
|
—
|
%
|
|
(5
|
)%
|
|
—
|
%
|
|||||
Cost of sales
|
4,235,978
|
|
|
4,291,520
|
|
|
4,199,718
|
|
|
4,166,411
|
|
|
4,350,805
|
|
|||||
Percent of sales
|
68.3
|
%
|
|
67.5
|
%
|
|
67.1
|
%
|
|
66.6
|
%
|
|
66.0
|
%
|
|||||
Interest and debt expense, net
|
46,227
|
|
|
52,518
|
|
|
62,580
|
|
|
63,059
|
|
|
60,923
|
|
|||||
Income before income taxes and income on and equity in earnings of joint ventures
|
133,891
|
|
|
207,962
|
|
|
212,689
|
|
|
257,675
|
|
|
408,784
|
|
|||||
Income taxes (benefit)
|
22,810
|
|
|
37,730
|
|
|
(7,800
|
)
|
|
88,500
|
|
|
140,770
|
|
|||||
Income on and equity in earnings of joint ventures
|
—
|
|
|
31
|
|
|
835
|
|
|
45
|
|
|
1,356
|
|
|||||
Net income
|
111,081
|
|
|
170,263
|
|
|
221,324
|
|
|
169,220
|
|
|
269,370
|
|
|||||
Net income per diluted common share
|
4.38
|
|
|
6.23
|
|
|
7.51
|
|
|
4.93
|
|
|
6.91
|
|
|||||
Dividends per common share
|
0.50
|
|
|
0.40
|
|
|
0.34
|
|
|
0.28
|
|
|
0.26
|
|
|||||
Book value per common share
|
67.09
|
|
|
63.70
|
|
|
60.77
|
|
|
53.41
|
|
|
49.98
|
|
|||||
Average number of diluted shares outstanding
|
25,363,912
|
|
|
27,311,513
|
|
|
29,486,671
|
|
|
34,308,211
|
|
|
39,004,500
|
|
|||||
Accounts receivable
|
46,160
|
|
|
49,853
|
|
|
38,437
|
|
|
47,308
|
|
|
47,138
|
|
|||||
Merchandise inventories
|
1,465,007
|
|
|
1,528,417
|
|
|
1,463,561
|
|
|
1,406,403
|
|
|
1,374,505
|
|
|||||
Property and equipment, net
|
1,458,176
|
|
|
1,586,733
|
|
|
1,696,276
|
|
|
1,790,267
|
|
|
1,939,832
|
|
|||||
Operating lease assets
|
47,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
3,430,257
|
|
|
3,431,369
|
|
|
3,682,703
|
|
|
3,898,450
|
|
|
3,863,901
|
|
|||||
Long-term debt
|
365,709
|
|
|
365,569
|
|
|
365,429
|
|
|
526,106
|
|
|
613,061
|
|
|||||
Finance lease liabilities
|
695
|
|
|
1,666
|
|
|
2,880
|
|
|
3,988
|
|
|
7,269
|
|
|||||
Operating lease liabilities
|
32,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
|
273,601
|
|
|
238,731
|
|
|
240,173
|
|
|
238,424
|
|
|
238,980
|
|
|||||
Deferred income taxes
|
3,490
|
|
|
13,487
|
|
|
116,831
|
|
|
225,684
|
|
|
258,070
|
|
|||||
Subordinated debentures
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|||||
Total stockholders' equity
|
1,623,259
|
|
|
1,678,381
|
|
|
1,708,155
|
|
|
1,717,417
|
|
|
1,795,305
|
|
|||||
Number of stores
|
|
|
|
|
|
|
|
|
|
||||||||||
Opened
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||||
Closed
|
6
|
|
|
1
|
|
|
2
|
|
|
4
|
|
|
3
|
|
|||||
Total—end of year
|
285
|
|
|
291
|
|
|
292
|
|
|
293
|
|
|
297
|
|
•
|
a $20.3 million pretax gain ($15.8 million after tax or $0.62 per share) primarily related to the sale of six store properties.
|
•
|
$5.1 million ($0.20 per share) in tax benefits related to amended state tax return filings and the Taxpayer Certainty and Disaster Tax Relief Act of 2019.
|
•
|
a $4.9 million pretax gain ($3.2 million after tax or $0.11 per share) related to the disposal of assets from the sale of a store property and insurance recovery on a previously damaged full-line store location partially offset by a loss on the sale of equipment.
|
•
|
a $0.8 million pretax loss ($0.5 million after tax or $0.02 per share) related to the write-off of certain deferred financing fees in connection with the amendment and extension of the Company's senior unsecured revolving credit facility.
|
•
|
an estimated tax benefit of approximately $77.4 million ($2.62 per share) related to the Tax Cuts and Jobs Act of 2017.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
||||||
Net sales (in millions)
|
$
|
6,203.5
|
|
|
$
|
6,356.1
|
|
|
$
|
6,261.5
|
|
|
Gross profit (in millions)
|
$
|
1,967.5
|
|
|
$
|
2,064.6
|
|
|
$
|
2,061.8
|
|
|
Gross profit as a percentage of net sales
|
31.7
|
%
|
|
32.5
|
%
|
|
32.9
|
%
|
|
|||
Retail gross profit as a percentage of retail net sales
|
32.6
|
%
|
|
33.6
|
%
|
|
33.6
|
%
|
|
|||
Selling, general and administrative expenses as a percentage of net sales
|
27.3
|
%
|
|
26.6
|
%
|
|
26.9
|
%
|
|
|||
Cash flow from operations (in millions)
|
$
|
365.1
|
|
|
$
|
367.3
|
|
|
$
|
274.3
|
|
|
Total retail store count at end of period
|
285
|
|
|
291
|
|
|
292
|
|
|
|||
Retail sales per square foot
|
$
|
127
|
|
|
$
|
127
|
|
|
$
|
127
|
|
|
Retail stores sales trend
|
(2
|
)%
|
|
2
|
%
|
*
|
(1
|
)%
|
**
|
|||
Comparable retail store sales trend
|
(1
|
)%
|
|
2
|
%
|
*
|
—
|
%
|
**
|
|||
Retail store inventory trend
|
(4
|
)%
|
|
4
|
%
|
|
4
|
%
|
|
|||
Retail merchandise inventory turnover
|
2.4
|
|
|
2.4
|
|
|
2.5
|
|
|
•
|
Cash flow—Cash from operating activities is a primary source of our liquidity that is adversely affected when the retail industry faces economic challenges. Furthermore, operating cash flow can be negatively affected by competitive factors.
|
•
|
Pricing—If our customers do not purchase our merchandise offerings in sufficient quantities, we respond by taking markdowns. If we have to reduce our retail selling prices, the cost of sales on our consolidated statement of income will correspondingly rise, thus reducing our net income and cash flow.
|
•
|
Success of brand—The success of our exclusive brand merchandise as well as merchandise we source from national vendors is dependent upon customer fashion preferences and how well we can predict and anticipate trends.
|
•
|
Sourcing—Our store merchandise selection is dependent upon our ability to acquire appealing products from a number of sources. Our ability to attract and retain compelling vendors as well as in-house design talent, the adequacy and stable availability of materials and production facilities from which we source our merchandise and the speed at which we can respond to customer trends and preferences all have a significant impact on our merchandise mix and, thus, our ability to sell merchandise at profitable prices.
|
•
|
Store growth—Our ability to open new stores is dependent upon a number of factors, such as the identification of suitable markets and locations and the availability of shopping developments, especially in a weak economic environment. Store growth can be further hindered by mall attrition and subsequent closure of underperforming properties.
|
•
|
Significant changes in the manner of our use of assets or the strategy for the overall business;
|
•
|
Significant negative industry or economic trends;
|
•
|
A current-period operating or cash flow loss combined with a history of operating or cash flow losses; and
|
•
|
Store closings.
|
|
For the years ended
|
|||||||||||||||||||
|
February 1, 2020
|
|
February 2, 2019
|
|
February 3, 2018
|
|||||||||||||||
(in thousands of dollars)
|
Amount
|
|
% of
Net
Sales
|
|
Amount
|
|
% of
Net
Sales
|
|
Amount
|
|
% of
Net
Sales
|
|||||||||
Net sales
|
$
|
6,203,520
|
|
|
100.0
|
%
|
|
$
|
6,356,109
|
|
|
100.0
|
%
|
|
$
|
6,261,477
|
|
|
100.0
|
%
|
Service charges and other income
|
139,691
|
|
|
2.3
|
|
|
147,240
|
|
|
2.3
|
|
|
161,199
|
|
|
2.6
|
|
|||
|
6,343,211
|
|
|
102.3
|
|
|
6,503,349
|
|
|
102.3
|
|
|
6,422,676
|
|
|
102.6
|
|
|||
Cost of sales
|
4,235,978
|
|
|
68.3
|
|
|
4,291,520
|
|
|
67.5
|
|
|
4,199,718
|
|
|
67.1
|
|
|||
Selling, general and administrative expenses
|
1,691,017
|
|
|
27.3
|
|
|
1,691,180
|
|
|
26.6
|
|
|
1,684,916
|
|
|
26.9
|
|
|||
Depreciation and amortization
|
222,349
|
|
|
3.6
|
|
|
223,815
|
|
|
3.5
|
|
|
231,595
|
|
|
3.7
|
|
|||
Rentals
|
26,375
|
|
|
0.4
|
|
|
28,646
|
|
|
0.5
|
|
|
28,012
|
|
|
0.4
|
|
|||
Interest and debt expense, net
|
46,227
|
|
|
0.7
|
|
|
52,518
|
|
|
0.8
|
|
|
62,580
|
|
|
1.0
|
|
|||
Other expense
|
7,667
|
|
|
0.1
|
|
|
7,660
|
|
|
0.1
|
|
|
8,026
|
|
|
0.1
|
|
|||
(Gain) loss on disposal of assets
|
(20,293
|
)
|
|
(0.3
|
)
|
|
48
|
|
|
—
|
|
|
(4,860
|
)
|
|
(0.1
|
)
|
|||
Income before income taxes and income on and equity in earnings of joint ventures
|
133,891
|
|
|
2.2
|
|
|
207,962
|
|
|
3.3
|
|
|
212,689
|
|
|
3.4
|
|
|||
Income taxes (benefit)
|
22,810
|
|
|
0.4
|
|
|
37,730
|
|
|
0.6
|
|
|
(7,800
|
)
|
|
(0.1
|
)
|
|||
Income on and equity in earnings of joint ventures
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
835
|
|
|
—
|
|
|||
Net income
|
$
|
111,081
|
|
|
1.8
|
%
|
|
$
|
170,263
|
|
|
2.7
|
%
|
|
$
|
221,324
|
|
|
3.5
|
%
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
6,012,170
|
|
|
$
|
6,120,758
|
|
|
$
|
6,108,037
|
|
Construction segment
|
191,350
|
|
|
235,351
|
|
|
153,440
|
|
|||
Total net sales
|
$
|
6,203,520
|
|
|
$
|
6,356,109
|
|
|
$
|
6,261,477
|
|
|
|
Percent Change
|
||||
|
|
Fiscal
2019-2018 |
|
Fiscal
2018-2017(1) |
||
Retail operations segment
|
|
|
|
|
||
Cosmetics
|
|
(2.1
|
)%
|
|
1.9
|
%
|
Ladies' apparel
|
|
(1.8
|
)
|
|
0.2
|
|
Ladies' accessories and lingerie
|
|
(4.0
|
)
|
|
2.1
|
|
Juniors' and children's apparel
|
|
1.1
|
|
|
3.3
|
|
Men's apparel and accessories
|
|
(0.4
|
)
|
|
3.4
|
|
Shoes
|
|
(2.6
|
)
|
|
(0.5
|
)
|
Home and furniture
|
|
(1.7
|
)
|
|
4.9
|
|
Construction segment
|
|
(18.7
|
)
|
|
53.4
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Percent Change
|
||||||||||||||||
(in millions of dollars)
|
Fiscal
2019 |
|
Fiscal
2018 |
|
Fiscal
2017 |
|
2019 - 2018
|
|
2018 - 2017
|
|
2019 - 2018
|
|
2018 - 2017
|
||||||||||||
Service charges and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail operations segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from Wells Fargo Alliance and former Synchrony Alliance
|
$
|
91.2
|
|
|
$
|
93.6
|
|
|
$
|
101.3
|
|
|
$
|
(2.4
|
)
|
|
$
|
(7.7
|
)
|
|
(2.6
|
)%
|
|
(7.6
|
)%
|
Leased department income
|
4.6
|
|
|
5.3
|
|
|
6.0
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(13.2
|
)
|
|
(11.7
|
)
|
|||||
Shipping and handling income
|
28.3
|
|
|
26.6
|
|
|
33.3
|
|
|
1.7
|
|
|
(6.7
|
)
|
|
6.4
|
|
|
(20.1
|
)
|
|||||
Other
|
14.9
|
|
|
16.0
|
|
|
17.9
|
|
|
(1.1
|
)
|
|
(1.9
|
)
|
|
(6.9
|
)
|
|
(10.6
|
)
|
|||||
|
139.0
|
|
|
141.5
|
|
|
158.5
|
|
|
(2.5
|
)
|
|
(17.0
|
)
|
|
(1.8
|
)
|
|
(10.7
|
)
|
|||||
Construction segment
|
0.7
|
|
|
5.7
|
|
|
2.7
|
|
|
(5.0
|
)
|
|
3.0
|
|
|
(87.7
|
)
|
|
111.1
|
|
|||||
Total
|
$
|
139.7
|
|
|
$
|
147.2
|
|
|
$
|
161.2
|
|
|
$
|
(7.5
|
)
|
|
$
|
(14.0
|
)
|
|
(5.1
|
)%
|
|
(8.7
|
)%
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Gross profit:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
1,960,255
|
|
|
$
|
2,056,010
|
|
|
$
|
2,054,969
|
|
Construction segment
|
7,287
|
|
|
8,579
|
|
|
6,790
|
|
|||
Total gross profit
|
$
|
1,967,542
|
|
|
$
|
2,064,589
|
|
|
$
|
2,061,759
|
|
Gross profit as a percentage of segment net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
32.6
|
%
|
|
33.6
|
%
|
|
33.6
|
%
|
|||
Construction segment
|
3.8
|
|
|
3.7
|
|
|
4.4
|
|
|||
Total gross profit as a percentage of net sales
|
31.7
|
|
|
32.5
|
|
|
32.9
|
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
SG&A:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
1,684,258
|
|
|
$
|
1,682,179
|
|
|
$
|
1,677,850
|
|
Construction segment
|
6,759
|
|
|
9,001
|
|
|
7,066
|
|
|||
Total SG&A
|
$
|
1,691,017
|
|
|
$
|
1,691,180
|
|
|
$
|
1,684,916
|
|
SG&A as a percentage of segment net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
28.0
|
%
|
|
27.5
|
%
|
|
27.5
|
%
|
|||
Construction segment
|
3.5
|
|
|
3.8
|
|
|
4.6
|
|
|||
Total SG&A as a percentage of net sales
|
27.3
|
|
|
26.6
|
|
|
26.9
|
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
221,643
|
|
|
$
|
223,175
|
|
|
$
|
230,946
|
|
Construction segment
|
706
|
|
|
640
|
|
|
649
|
|
|||
Total depreciation and amortization
|
$
|
222,349
|
|
|
$
|
223,815
|
|
|
$
|
231,595
|
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Interest and debt expense (income), net:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
46,337
|
|
|
$
|
52,574
|
|
|
$
|
62,638
|
|
Construction segment
|
(110
|
)
|
|
(56
|
)
|
|
(58
|
)
|
|||
Total interest and debt expense, net
|
$
|
46,227
|
|
|
$
|
52,518
|
|
|
$
|
62,580
|
|
(in thousands of dollars)
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Other expense:
|
|
|
|
|
|
|
|
|
|
|||
Retail operations segment
|
|
$
|
7,667
|
|
|
$
|
7,660
|
|
|
$
|
8,026
|
|
Construction segment
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total other expense
|
|
$
|
7,667
|
|
|
$
|
7,660
|
|
|
$
|
8,026
|
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
(Gain) loss on disposal of assets:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
(20,294
|
)
|
|
$
|
53
|
|
|
$
|
(4,855
|
)
|
Construction segment
|
1
|
|
|
(5
|
)
|
|
(5
|
)
|
|||
Total (gain) loss on disposal of assets
|
$
|
(20,293
|
)
|
|
$
|
48
|
|
|
$
|
(4,860
|
)
|
|
|
|
|
|
|
|
Percent Change
|
||||||||||
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
2019 - 2018
|
|
2018 - 2017
|
||||||||
Operating Activities
|
$
|
365,074
|
|
|
$
|
367,288
|
|
|
$
|
274,285
|
|
|
(0.6
|
)%
|
|
33.9
|
%
|
Investing Activities
|
(68,092
|
)
|
|
(127,749
|
)
|
|
(110,207
|
)
|
|
46.7
|
|
|
(15.9
|
)
|
|||
Financing Activities
|
(143,414
|
)
|
|
(303,058
|
)
|
|
(324,035
|
)
|
|
52.7
|
|
|
6.5
|
|
|||
Total Cash Provided (Used)
|
$
|
153,568
|
|
|
$
|
(63,519
|
)
|
|
$
|
(159,957
|
)
|
|
|
|
|
|
|
(in thousands of dollars)
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years
|
||||||||||
Long-term debt
|
$
|
366,625
|
|
|
$
|
—
|
|
|
$
|
44,800
|
|
|
$
|
—
|
|
|
$
|
321,825
|
|
Interest on long-term debt
|
193,646
|
|
|
27,301
|
|
|
54,331
|
|
|
48,022
|
|
|
63,992
|
|
|||||
Subordinated debentures
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||
Interest on subordinated debentures
|
277,603
|
|
|
14,959
|
|
|
29,918
|
|
|
30,205
|
|
|
202,521
|
|
|||||
Finance lease liabilities, including interest
|
2,154
|
|
|
1,428
|
|
|
726
|
|
|
—
|
|
|
—
|
|
|||||
Benefit plan participant payments
|
225,442
|
|
|
5,900
|
|
|
14,207
|
|
|
17,758
|
|
|
187,577
|
|
|||||
Purchase obligations(1)
|
1,300,393
|
|
|
1,300,393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease liabilities, including interest(2)
|
58,382
|
|
|
16,251
|
|
|
19,641
|
|
|
6,800
|
|
|
15,690
|
|
|||||
Total contractual cash obligations(3)(4)
|
$
|
2,624,245
|
|
|
$
|
1,366,232
|
|
|
$
|
163,623
|
|
|
$
|
102,785
|
|
|
$
|
991,605
|
|
(1)
|
The Company's purchase obligations principally consist of purchase orders for merchandise and store construction commitments. Amounts committed under open purchase orders for merchandise inventory represent $1,294.3 million of the purchase obligations.
|
(2)
|
The operating leases included in the above table do not include contingent rent based upon sales volume, which represented approximately 13% of minimum lease obligations in fiscal 2019.
|
(3)
|
The total liability for unrecognized tax benefits is $4.2 million, including tax, penalty, and interest. The Company is not able to reasonably estimate the timing of future cash flows and has excluded these liabilities from the table above; however, at this time, the Company does not expect a significant change in unrecognized tax benefits in the next twelve months.
|
(4)
|
The Company is unable to reasonably estimate the timing of future cash flows of workers' compensation and general liability insurance reserves of $27.5 million and gift card liabilities of $20.1 million and has excluded these from the table above.
|
(in thousands of dollars)
Other Commercial Commitments
|
Total Amounts
Committed
|
|
Within 1 year
|
|
2 - 3 years
|
|
4 - 5 years
|
|
After
5 years
|
||||||||||
$800 million line of credit, none outstanding(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Standby letters of credit
|
20,645
|
|
|
20,645
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Import letters of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
20,645
|
|
|
$
|
20,645
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
At February 1, 2020, letters of credit totaling $20.6 million were issued under the credit agreement.
|
Expected Maturity Date
(fiscal year)
|
|
|
|
|
|
|
|||||||||||||||||||||||||
(in thousands of dollars)
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
321,825
|
|
|
$
|
366,625
|
|
|
$
|
421,906
|
|
Average fixed interest rate
|
—
|
%
|
|
—
|
%
|
|
7.9
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.4
|
%
|
|
7.5
|
%
|
|
|
|
||||||||
Subordinated debentures
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
$
|
211,200
|
|
Average interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
%
|
|
7.5
|
%
|
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
|
Number of securities to be
issued upon exercise of
outstanding options
|
|
Weighted average
exercise prices of
outstanding options
|
|
Number of securities
available for future
issuance under equity
compensation plans
|
||||
Equity compensation plans approved by stockholders*
|
—
|
|
|
$
|
—
|
|
|
8,748,111
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
8,748,111
|
|
*
|
Included in this category are the following equity compensation plans, which have been approved by the Company's stockholders:
|
•
|
1990 Incentive and Nonqualified Stock Option Plan
|
•
|
1998 Incentive and Nonqualified Stock Option Plan
|
•
|
2000 Incentive and Nonqualified Stock Option Plan
|
•
|
Dillard's, Inc. Stock Bonus Plan
|
•
|
Dillard's, Inc. Stock Purchase Plan
|
•
|
Dillard's, Inc. 2005 Non-Employee Director Restricted Stock Plan
|
Number
|
|
Description
|
*3(a)
|
|
Restated Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter ended August 1, 1992, File No. 1-6140, as amended Exhibit 3 to Form 10-Q for the quarter ended May 3, 1997, File No. 1-6140).
|
|
|
|
|
||
|
|
|
*4(a)
|
|
Indenture between Registrant and Chemical Bank, Trustee, dated as of May 15, 1988, as supplemented (Exhibit 4 to Registration Statement File No. 33-21671, Exhibit 4.2 to Registration Statement File No. 33-25114, Exhibit 4(c) to Form 8-K dated September 26, 1990, File No. 1-6140 and Exhibit 4-q to Registration Statement File No. 333-59183).
|
|
|
|
|
||
|
|
|
*+10(a)
|
|
1990 Incentive and Nonqualified Stock Option Plan (Exhibit 10(b) to Form 10-K for the fiscal year ended January 30, 1993, File No. 1-6140).
|
|
|
|
*+10(b)
|
|
Senior Management Cash Bonus Plan (Exhibit 10(d) to Form 10-K for the fiscal year ended January 28, 1995, File No. 1-6140).
|
|
|
|
*+10(c)
|
|
1998 Incentive and Nonqualified Stock Option Plan (Exhibit 10(b) to Form 10-K for the fiscal year ended January 30, 1999, File No. 1-6140).
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Number
|
|
Description
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
+
|
A management contract or compensatory plan or arrangement.
|
|
|
|
Dillard's, Inc.
|
|
|
|
By:
|
/s/ Phillip R. Watts
|
|
|
Phillip R. Watts
|
|
|
Senior Vice President, Co-Principal Financial Officer
and Principal Accounting Officer
|
|
|
|
|
By:
|
/s/ Chris B. Johnson
|
|
|
Chris B. Johnson
|
|
|
Senior Vice President and Co-Principal Financial
Officer
|
/s/ William Dillard, II
|
|
/s/ Chris B. Johnson
|
William Dillard, II
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|
|
Chris B. Johnson
Senior Vice President and Co-Principal Financial
Officer
|
|
|
|
/s/ Alex Dillard
|
|
/s/ Phillip R. Watts
|
Alex Dillard
President and Director
|
|
Phillip R. Watts
Senior Vice President, Co-Principal Financial Officer
and Principal Accounting Officer
|
|
|
|
/s/ Mike Dillard
|
|
/s/ Drue Matheny
|
Mike Dillard
Executive Vice President and Director
|
|
Drue Matheny
Executive Vice President and Director
|
|
|
|
/s/ Robert C. Connor
|
|
/s/ James I. Freeman
|
Robert C. Connor
Director
|
|
James I. Freeman
Director
|
|
|
|
/s/ H. Lee Hastings
|
|
/s/ Frank R. Mori
|
H. Lee Hastings
Director
|
|
Frank R. Mori
Director
|
|
|
|
/s/ Reynie Rutledge
|
|
/s/ Warren A. Stephens
|
Reynie Rutledge
Director
|
|
Warren A. Stephens
Director
|
|
|
|
/s/ J. C. Watts, Jr.
|
|
/s/ Nick White
|
J. C. Watts, Jr.
Director
|
|
Nick White
Director
|
|
Page
|
Consolidated Balance Sheets—February 1, 2020 and February 2, 2019
|
|
Consolidated Statements of Income—Fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018
|
|
Consolidated Statements of Comprehensive Income—Fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018
|
|
Consolidated Statements of Stockholders' Equity—Fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018
|
|
Consolidated Statements of Cash Flows—Fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018
|
|
Notes to Consolidated Financial Statements—Fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018
|
|
February 1, 2020
|
|
February 2, 2019
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
277,077
|
|
|
$
|
123,509
|
|
Accounts receivable
|
46,160
|
|
|
49,853
|
|
||
Merchandise inventories
|
1,465,007
|
|
|
1,528,417
|
|
||
Other current assets
|
59,838
|
|
|
68,753
|
|
||
Total current assets
|
1,848,082
|
|
|
1,770,532
|
|
||
Property and equipment:
|
|
|
|
||||
Land and land improvements
|
54,067
|
|
|
64,003
|
|
||
Buildings and leasehold improvements
|
3,092,405
|
|
|
3,125,629
|
|
||
Furniture, fixtures and equipment
|
615,491
|
|
|
603,698
|
|
||
Buildings under construction
|
18,385
|
|
|
6,707
|
|
||
Buildings and equipment under finance leases
|
14,556
|
|
|
14,556
|
|
||
Less accumulated depreciation and amortization
|
(2,336,728
|
)
|
|
(2,227,860
|
)
|
||
|
1,458,176
|
|
|
1,586,733
|
|
||
Operating lease assets
|
47,924
|
|
|
—
|
|
||
Other assets
|
76,075
|
|
|
74,104
|
|
||
Total assets
|
$
|
3,430,257
|
|
|
$
|
3,431,369
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable and accrued expenses
|
$
|
892,789
|
|
|
$
|
921,205
|
|
Current portion of finance lease liabilities
|
1,219
|
|
|
1,214
|
|
||
Current portion of operating lease liabilities
|
14,654
|
|
|
—
|
|
||
Federal and state income taxes
|
22,158
|
|
|
11,116
|
|
||
Total current liabilities
|
930,820
|
|
|
933,535
|
|
||
Long-term debt
|
365,709
|
|
|
365,569
|
|
||
Finance lease liabilities
|
695
|
|
|
1,666
|
|
||
Operating lease liabilities
|
32,683
|
|
|
—
|
|
||
Other liabilities
|
273,601
|
|
|
238,731
|
|
||
Deferred income taxes
|
3,490
|
|
|
13,487
|
|
||
Subordinated debentures
|
200,000
|
|
|
200,000
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, Class A— 119,946,571 and 119,899,553 shares issued; 20,186,368 and 22,338,129 shares outstanding
|
1,199
|
|
|
1,199
|
|
||
Common stock, Class B (convertible)—4,010,401 and 4,010,401 shares issued and outstanding
|
40
|
|
|
40
|
|
||
Additional paid-in capital
|
951,726
|
|
|
948,835
|
|
||
Accumulated other comprehensive loss
|
(31,059
|
)
|
|
(12,809
|
)
|
||
Retained earnings
|
4,556,494
|
|
|
4,458,006
|
|
||
Less treasury stock, at cost, Class A—99,760,203 and 97,561,424 shares
|
(3,855,141
|
)
|
|
(3,716,890
|
)
|
||
Total stockholders' equity
|
1,623,259
|
|
|
1,678,381
|
|
||
Total liabilities and stockholders' equity
|
$
|
3,430,257
|
|
|
$
|
3,431,369
|
|
|
Years Ended
|
||||||||||
|
February 1, 2020
|
|
February 2, 2019
|
|
February 3, 2018
|
||||||
Net sales
|
$
|
6,203,520
|
|
|
$
|
6,356,109
|
|
|
$
|
6,261,477
|
|
Service charges and other income
|
139,691
|
|
|
147,240
|
|
|
161,199
|
|
|||
|
6,343,211
|
|
|
6,503,349
|
|
|
6,422,676
|
|
|||
Cost of sales
|
4,235,978
|
|
|
4,291,520
|
|
|
4,199,718
|
|
|||
Selling, general and administrative expenses
|
1,691,017
|
|
|
1,691,180
|
|
|
1,684,916
|
|
|||
Depreciation and amortization
|
222,349
|
|
|
223,815
|
|
|
231,595
|
|
|||
Rentals
|
26,375
|
|
|
28,646
|
|
|
28,012
|
|
|||
Interest and debt expense, net
|
46,227
|
|
|
52,518
|
|
|
62,580
|
|
|||
Other expense
|
7,667
|
|
|
7,660
|
|
|
8,026
|
|
|||
(Gain) loss on disposal of assets
|
(20,293
|
)
|
|
48
|
|
|
(4,860
|
)
|
|||
Income before income taxes and income on and equity in earnings of joint ventures
|
133,891
|
|
|
207,962
|
|
|
212,689
|
|
|||
Income taxes (benefit)
|
22,810
|
|
|
37,730
|
|
|
(7,800
|
)
|
|||
Income on and equity in earnings of joint ventures
|
—
|
|
|
31
|
|
|
835
|
|
|||
Net income
|
$
|
111,081
|
|
|
$
|
170,263
|
|
|
$
|
221,324
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.38
|
|
|
$
|
6.23
|
|
|
$
|
7.51
|
|
Diluted
|
4.38
|
|
|
6.23
|
|
|
7.51
|
|
|
Years Ended
|
||||||||||
|
February 1, 2020
|
|
February 2, 2019
|
|
February 3, 2018
|
||||||
Net income
|
$
|
111,081
|
|
|
$
|
170,263
|
|
|
$
|
221,324
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Amortization of retirement plan and other retiree benefit adjustments (net of tax of ($5,887), $1,646, and ($1,395))
|
(18,250
|
)
|
|
5,177
|
|
|
(4,307
|
)
|
|||
Comprehensive income
|
$
|
92,831
|
|
|
$
|
175,440
|
|
|
$
|
217,017
|
|
|
Common Stock
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
|
||||||||||||||||
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
|
||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Total
|
||||||||||||||||||||||
Balance, January 28, 2017
|
$
|
1,198
|
|
|
$
|
40
|
|
|
$
|
943,467
|
|
|
$
|
(11,137
|
)
|
|
$
|
4,153,844
|
|
|
$
|
(3,369,995
|
)
|
|
$
|
1,717,417
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,324
|
|
|
—
|
|
|
221,324
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,307
|
)
|
|
—
|
|
|
—
|
|
|
(4,307
|
)
|
|||||||
Issuance of 46,042 shares under stock plans
|
1
|
|
|
—
|
|
|
2,680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,681
|
|
|||||||
Purchase of 4,096,972 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(219,011
|
)
|
|
(219,011
|
)
|
|||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock, $0.34 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,949
|
)
|
|
—
|
|
|
(9,949
|
)
|
|||||||
Balance, February 3, 2018
|
1,199
|
|
|
40
|
|
|
946,147
|
|
|
(15,444
|
)
|
|
4,365,219
|
|
|
(3,589,006
|
)
|
|
1,708,155
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170,263
|
|
|
—
|
|
|
170,263
|
|
|||||||
Cumulative effect adjustment related to ASU 2016-16 and 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,542
|
)
|
|
(66,574
|
)
|
|
—
|
|
|
(69,116
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,177
|
|
|
—
|
|
|
—
|
|
|
5,177
|
|
|||||||
Issuance of 38,809 shares under stock plans
|
—
|
|
|
—
|
|
|
2,688
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,688
|
|
|||||||
Purchase of 1,796,908 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127,884
|
)
|
|
(127,884
|
)
|
|||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock, $0.40 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,902
|
)
|
|
—
|
|
|
(10,902
|
)
|
|||||||
Balance, February 2, 2019
|
1,199
|
|
|
40
|
|
|
948,835
|
|
|
(12,809
|
)
|
|
4,458,006
|
|
|
(3,716,890
|
)
|
|
1,678,381
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111,081
|
|
|
—
|
|
|
111,081
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,250
|
)
|
|
—
|
|
|
—
|
|
|
(18,250
|
)
|
|||||||
Issuance of 47,018 shares under stock plans
|
—
|
|
|
—
|
|
|
2,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,891
|
|
|||||||
Purchase of 2,198,779 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,251
|
)
|
|
(138,251
|
)
|
|||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock, $0.50 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,593
|
)
|
|
—
|
|
|
(12,593
|
)
|
|||||||
Balance, February 1, 2020
|
$
|
1,199
|
|
|
$
|
40
|
|
|
$
|
951,726
|
|
|
$
|
(31,059
|
)
|
|
$
|
4,556,494
|
|
|
$
|
(3,855,141
|
)
|
|
$
|
1,623,259
|
|
|
Years Ended
|
||||||||||
|
February 1, 2020
|
|
February 2, 2019
|
|
February 3, 2018
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
111,081
|
|
|
$
|
170,263
|
|
|
$
|
221,324
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and other deferred cost
|
224,309
|
|
|
225,849
|
|
|
233,683
|
|
|||
Deferred income taxes
|
(5,415
|
)
|
|
334
|
|
|
(102,065
|
)
|
|||
(Gain) loss on disposal of assets
|
(20,293
|
)
|
|
48
|
|
|
1,000
|
|
|||
Proceeds from insurance
|
397
|
|
|
—
|
|
|
—
|
|
|||
Gain from insurance proceeds
|
—
|
|
|
—
|
|
|
(5,861
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
797
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
3,693
|
|
|
(11,416
|
)
|
|
8,871
|
|
|||
Decrease (increase) in merchandise inventories
|
63,410
|
|
|
(64,856
|
)
|
|
(57,158
|
)
|
|||
Decrease (increase) in other current assets
|
9,554
|
|
|
(17,416
|
)
|
|
(1,902
|
)
|
|||
(Increase) decrease in other assets
|
(1,220
|
)
|
|
(10,419
|
)
|
|
2,196
|
|
|||
(Decrease) increase in trade accounts payable and accrued expenses and other liabilities
|
(25,597
|
)
|
|
104,060
|
|
|
(20,395
|
)
|
|||
Increase (decrease) in income taxes payable
|
5,155
|
|
|
(29,159
|
)
|
|
(6,205
|
)
|
|||
Net cash provided by operating activities
|
365,074
|
|
|
367,288
|
|
|
274,285
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment and capitalized software
|
(103,383
|
)
|
|
(137,064
|
)
|
|
(130,464
|
)
|
|||
Proceeds from disposal of assets
|
30,580
|
|
|
2,003
|
|
|
11,683
|
|
|||
Proceeds from insurance
|
2,416
|
|
|
3,477
|
|
|
5,114
|
|
|||
Distribution from joint venture
|
2,295
|
|
|
3,835
|
|
|
3,460
|
|
|||
Net cash used in investing activities
|
(68,092
|
)
|
|
(127,749
|
)
|
|
(110,207
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Principal payments on long-term debt and finance lease liabilities
|
(966
|
)
|
|
(162,066
|
)
|
|
(90,483
|
)
|
|||
Cash dividends paid
|
(11,520
|
)
|
|
(11,108
|
)
|
|
(9,424
|
)
|
|||
Purchase of treasury stock
|
(130,928
|
)
|
|
(129,884
|
)
|
|
(223,013
|
)
|
|||
Issuance cost of line of credit
|
—
|
|
|
—
|
|
|
(1,115
|
)
|
|||
Net cash used in financing activities
|
(143,414
|
)
|
|
(303,058
|
)
|
|
(324,035
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
153,568
|
|
|
(63,519
|
)
|
|
(159,957
|
)
|
|||
Cash and cash equivalents, beginning of year
|
123,509
|
|
|
187,028
|
|
|
346,985
|
|
|||
Cash and cash equivalents, end of year
|
$
|
277,077
|
|
|
$
|
123,509
|
|
|
$
|
187,028
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
9,295
|
|
|
$
|
2,597
|
|
|
$
|
23,084
|
|
Stock awards
|
2,891
|
|
|
2,688
|
|
|
2,680
|
|
|||
Accrued purchases of treasury stock
|
7,323
|
|
|
—
|
|
|
2,000
|
|
|||
Lease assets obtained in exchange for new operating lease liabilities
|
7,974
|
|
|
—
|
|
|
—
|
|
Buildings and leasehold improvements
|
20 - 40 years
|
Furniture, fixtures and equipment
|
3 - 10 years
|
|
Percentage of Net Sales
|
|||||||
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|||
Retail operations segment:
|
|
|
|
|
|
|||
Cosmetics
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Ladies' apparel
|
22
|
|
|
22
|
|
|
23
|
|
Ladies' accessories and lingerie
|
15
|
|
|
15
|
|
|
16
|
|
Juniors' and children's apparel
|
9
|
|
|
9
|
|
|
8
|
|
Men's apparel and accessories
|
18
|
|
|
17
|
|
|
17
|
|
Shoes
|
15
|
|
|
15
|
|
|
16
|
|
Home and furniture
|
4
|
|
|
4
|
|
|
4
|
|
|
97
|
|
|
96
|
|
|
98
|
|
Construction segment
|
3
|
|
|
4
|
|
|
2
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(in thousands of dollars)
|
Retail Operations
|
|
Fiscal 2019
Construction
|
|
Consolidated
|
||||||
Net sales from external customers
|
$
|
6,012,170
|
|
|
$
|
191,350
|
|
|
$
|
6,203,520
|
|
Gross profit
|
1,960,255
|
|
|
7,287
|
|
|
1,967,542
|
|
|||
Depreciation and amortization
|
221,643
|
|
|
706
|
|
|
222,349
|
|
|||
Interest and debt expense (income), net
|
46,337
|
|
|
(110
|
)
|
|
46,227
|
|
|||
Income before income taxes and income on and equity in earnings of joint ventures
|
133,398
|
|
|
493
|
|
|
133,891
|
|
|||
Income on and equity in earnings of joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total assets
|
3,387,404
|
|
|
42,853
|
|
|
3,430,257
|
|
(in thousands of dollars)
|
Retail Operations
|
|
Fiscal 2018
Construction
|
|
Consolidated
|
||||||
Net sales from external customers
|
$
|
6,120,758
|
|
|
$
|
235,351
|
|
|
$
|
6,356,109
|
|
Gross profit
|
2,056,010
|
|
|
8,579
|
|
|
2,064,589
|
|
|||
Depreciation and amortization
|
223,175
|
|
|
640
|
|
|
223,815
|
|
|||
Interest and debt expense (income), net
|
52,574
|
|
|
(56
|
)
|
|
52,518
|
|
|||
Income before income taxes and income on and equity in earnings of joint ventures
|
203,330
|
|
|
4,632
|
|
|
207,962
|
|
|||
Income on and equity in earnings of joint ventures
|
31
|
|
|
—
|
|
|
31
|
|
|||
Total assets
|
3,384,277
|
|
|
47,092
|
|
|
3,431,369
|
|
(in thousands of dollars)
|
Retail Operations
|
|
Fiscal 2017
Construction
|
|
Consolidated
|
||||||
Net sales from external customers
|
$
|
6,108,037
|
|
|
$
|
153,440
|
|
|
$
|
6,261,477
|
|
Gross profit
|
2,054,969
|
|
|
6,790
|
|
|
2,061,759
|
|
|||
Depreciation and amortization
|
230,946
|
|
|
649
|
|
|
231,595
|
|
|||
Interest and debt expense (income), net
|
62,638
|
|
|
(58
|
)
|
|
62,580
|
|
|||
Income before income taxes and income on and equity in earnings of joint ventures
|
210,969
|
|
|
1,720
|
|
|
212,689
|
|
|||
Income on and equity in earnings of joint ventures
|
835
|
|
|
—
|
|
|
835
|
|
|||
Total assets
|
3,650,393
|
|
|
32,310
|
|
|
3,682,703
|
|
Retail
|
|
|
||||||||
(in thousands of dollars)
|
|
February 1,
2020 |
|
February 2,
2019 |
|
February 3,
2018 |
||||
Contract liabilities
|
|
$
|
75,229
|
|
|
72,852
|
|
|
73,059
|
|
Construction
|
|
|
||||||||||
(in thousands of dollars)
|
|
February 1,
2020 |
|
February 2,
2019 |
|
February 3,
2018 |
||||||
Accounts receivable
|
|
$
|
28,522
|
|
|
$
|
31,867
|
|
|
$
|
20,136
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
2,179
|
|
|
1,165
|
|
|
1,213
|
|
|||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
5,737
|
|
|
7,414
|
|
|
5,503
|
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Interest on long-term debt and subordinated debentures
|
$
|
41,876
|
|
|
$
|
47,742
|
|
|
$
|
59,579
|
|
Revolving credit facility expenses
|
4,199
|
|
|
4,504
|
|
|
2,096
|
|
|||
Amortization of debt expense
|
945
|
|
|
977
|
|
|
1,326
|
|
|||
Interest on finance lease obligations
|
462
|
|
|
321
|
|
|
418
|
|
|||
Investment interest income
|
(1,259
|
)
|
|
(1,030
|
)
|
|
(842
|
)
|
|||
Other interest
|
4
|
|
|
4
|
|
|
3
|
|
|||
|
$
|
46,227
|
|
|
$
|
52,518
|
|
|
$
|
62,580
|
|
(in thousands of dollars)
|
February 1, 2020
|
|
February 2, 2019
|
||||
Trade accounts payable
|
$
|
713,463
|
|
|
$
|
743,330
|
|
Accrued expenses:
|
|
|
|
||||
Taxes, other than income
|
46,688
|
|
|
47,646
|
|
||
Salaries, wages and employee benefits
|
58,551
|
|
|
64,370
|
|
||
Liability to customers
|
55,088
|
|
|
52,677
|
|
||
Interest
|
7,572
|
|
|
3,961
|
|
||
Rent
|
2,185
|
|
|
2,419
|
|
||
Other
|
9,242
|
|
|
6,802
|
|
||
|
$
|
892,789
|
|
|
$
|
921,205
|
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
27,684
|
|
|
$
|
34,960
|
|
|
$
|
91,799
|
|
State
|
541
|
|
|
2,436
|
|
|
2,466
|
|
|||
|
28,225
|
|
|
37,396
|
|
|
94,265
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(5,293
|
)
|
|
2,353
|
|
|
(100,954
|
)
|
|||
State
|
(122
|
)
|
|
(2,019
|
)
|
|
(1,111
|
)
|
|||
|
(5,415
|
)
|
|
334
|
|
|
(102,065
|
)
|
|||
|
$
|
22,810
|
|
|
$
|
37,730
|
|
|
$
|
(7,800
|
)
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Income tax at the statutory federal rate (inclusive of income on and equity in earnings of joint ventures)
|
$
|
28,117
|
|
|
$
|
43,679
|
|
|
$
|
72,000
|
|
State income taxes, net of federal benefit (inclusive of income on and equity in earnings of joint ventures)
|
(2,782
|
)
|
|
2,538
|
|
|
(22
|
)
|
|||
Net changes in unrecognized tax benefits, interest and penalties /reserves
|
1,017
|
|
|
(421
|
)
|
|
(448
|
)
|
|||
Tax benefit of federal credits
|
(5,094
|
)
|
|
(4,563
|
)
|
|
(4,440
|
)
|
|||
Changes in cash surrender value of life insurance policies
|
(404
|
)
|
|
(410
|
)
|
|
(441
|
)
|
|||
Changes in valuation allowance
|
2,017
|
|
|
(2,039
|
)
|
|
222
|
|
|||
Tax benefit of dividends paid to ESOP
|
(684
|
)
|
|
(621
|
)
|
|
(810
|
)
|
|||
Estimated adjustments to net deferred tax liabilities for enacted changes in tax laws and rates
|
—
|
|
|
(1,521
|
)
|
|
(74,216
|
)
|
|||
Other
|
623
|
|
|
1,088
|
|
|
355
|
|
|||
|
$
|
22,810
|
|
|
$
|
37,730
|
|
|
$
|
(7,800
|
)
|
(in thousands of dollars)
|
February 1,
2020 |
|
February 2,
2019 |
||||
Property and equipment bases and depreciation differences
|
$
|
14,985
|
|
|
$
|
22,942
|
|
Prepaid expenses
|
47,181
|
|
|
45,101
|
|
||
Joint venture bases differences
|
6,512
|
|
|
6,889
|
|
||
Differences between book and tax bases of inventory
|
22,705
|
|
|
18,770
|
|
||
Operating lease assets
|
11,323
|
|
|
—
|
|
||
Other
|
3,301
|
|
|
2,953
|
|
||
Total deferred tax liabilities
|
106,007
|
|
|
96,655
|
|
||
Accruals not currently deductible
|
(79,575
|
)
|
|
(66,325
|
)
|
||
Operating lease liabilities
|
(11,184
|
)
|
|
—
|
|
||
Net operating loss carryforwards
|
(64,270
|
)
|
|
(67,512
|
)
|
||
State income taxes
|
(749
|
)
|
|
(236
|
)
|
||
Other
|
(3,715
|
)
|
|
(2,267
|
)
|
||
Total deferred tax assets
|
(159,493
|
)
|
|
(136,340
|
)
|
||
Valuation allowance
|
55,671
|
|
|
53,172
|
|
||
Net deferred tax assets
|
(103,822
|
)
|
|
(83,168
|
)
|
||
Net deferred income taxes
|
$
|
2,185
|
|
|
$
|
13,487
|
|
(in thousands of dollars)
|
February 1,
2020 |
|
February 2,
2019 |
||||
Net deferred tax assets—other assets
|
$
|
(1,305
|
)
|
|
$
|
—
|
|
Net deferred tax liabilities—deferred income taxes
|
3,490
|
|
|
13,487
|
|
||
Net deferred income taxes
|
$
|
2,185
|
|
|
$
|
13,487
|
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Unrecognized tax benefits at beginning of period
|
$
|
2,688
|
|
|
$
|
3,189
|
|
|
$
|
4,013
|
|
Gross increases—tax positions in prior period
|
1,865
|
|
|
37
|
|
|
2
|
|
|||
Gross decreases—tax positions in prior period
|
(538
|
)
|
|
(606
|
)
|
|
(710
|
)
|
|||
Gross increases—current period tax positions
|
1,453
|
|
|
483
|
|
|
417
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(81
|
)
|
|||
Lapse of statutes of limitation
|
(277
|
)
|
|
(415
|
)
|
|
(452
|
)
|
|||
Unrecognized tax benefits at end of period
|
$
|
5,191
|
|
|
$
|
2,688
|
|
|
$
|
3,189
|
|
(in thousands of dollars)
|
February 1,
2020 |
|
February 2,
2019 |
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
193,865
|
|
|
$
|
194,733
|
|
Service cost
|
3,621
|
|
|
3,687
|
|
||
Interest cost
|
7,667
|
|
|
7,131
|
|
||
Actuarial loss (gain)
|
24,137
|
|
|
(6,294
|
)
|
||
Benefits paid
|
(5,554
|
)
|
|
(5,392
|
)
|
||
Benefit obligation at end of year
|
$
|
223,736
|
|
|
$
|
193,865
|
|
Change in Pension Plan assets:
|
|
|
|
||||
Fair value of Pension Plan assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contribution
|
5,554
|
|
|
5,392
|
|
||
Benefits paid
|
(5,554
|
)
|
|
(5,392
|
)
|
||
Fair value of Pension Plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
Funded status (Pension Plan assets less benefit obligation)
|
$
|
(223,736
|
)
|
|
$
|
(193,865
|
)
|
Amounts recognized in the balance sheets:
|
|
|
|
||||
Accrued benefit liability
|
$
|
(223,736
|
)
|
|
$
|
(193,865
|
)
|
Net amount recognized
|
$
|
(223,736
|
)
|
|
$
|
(193,865
|
)
|
Pretax amounts recognized in accumulated other comprehensive loss:
|
|
|
|
||||
Net actuarial loss
|
$
|
41,017
|
|
|
$
|
16,880
|
|
Prior service cost
|
—
|
|
|
—
|
|
||
Net amount recognized
|
$
|
41,017
|
|
|
$
|
16,880
|
|
|
|
|
|
||||
Accumulated benefit obligation at end of year
|
$
|
(218,277
|
)
|
|
$
|
(192,982
|
)
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|||
Discount rate—net periodic pension cost
|
4.0
|
%
|
|
3.7
|
%
|
|
4.0
|
%
|
Discount rate—benefit obligations
|
2.8
|
%
|
|
4.0
|
%
|
|
3.7
|
%
|
Rate of compensation increases
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
(in thousands of dollars)
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Components of net periodic benefit costs:
|
|
|
|
|
|
||||||
Service cost
|
$
|
3,621
|
|
|
$
|
3,687
|
|
|
$
|
3,494
|
|
Interest cost
|
7,667
|
|
|
7,131
|
|
|
7,229
|
|
|||
Net actuarial loss
|
—
|
|
|
529
|
|
|
—
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Plan curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit costs
|
$
|
11,288
|
|
|
$
|
11,347
|
|
|
$
|
10,723
|
|
Other changes in benefit obligations recognized in other comprehensive loss (income):
|
|
|
|
|
|
||||||
Net actuarial loss (gain)
|
$
|
24,137
|
|
|
$
|
(6,823
|
)
|
|
$
|
5,701
|
|
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total recognized in other comprehensive loss (income)
|
$
|
24,137
|
|
|
$
|
(6,823
|
)
|
|
$
|
5,701
|
|
Total recognized in net periodic benefit costs and other comprehensive income or loss
|
$
|
35,425
|
|
|
$
|
4,524
|
|
|
$
|
16,424
|
|
Type
|
Par
Value
|
|
Shares
Authorized
|
|||
Preferred (5% cumulative)
|
$
|
100.00
|
|
|
5,000
|
|
Additional preferred
|
$
|
0.01
|
|
|
10,000,000
|
|
Class A, common
|
$
|
0.01
|
|
|
289,000,000
|
|
Class B, common
|
$
|
0.01
|
|
|
11,000,000
|
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Cost of shares repurchased
|
|
$
|
138,251
|
|
|
$
|
127,884
|
|
|
$
|
219,011
|
|
Number of shares repurchased
|
|
2,199
|
|
|
1,797
|
|
|
4,097
|
|
|||
Average price per share
|
|
$
|
62.88
|
|
|
$
|
71.17
|
|
|
$
|
53.46
|
|
|
|
Defined Benefit
Pension Plan Items |
|||||
|
|
Fiscal 2019
|
Fiscal 2018
|
||||
Beginning balance
|
|
$
|
12,809
|
|
$
|
15,444
|
|
|
|
|
|
||||
Other comprehensive loss (income) before reclassifications
|
|
18,250
|
|
(4,776
|
)
|
||
Amounts reclassified from AOCL
|
|
—
|
|
(401
|
)
|
||
Reclassification due to the adoption of ASU No. 2018-02
|
|
—
|
|
2,542
|
|
||
Net other comprehensive loss (income)
|
|
18,250
|
|
(2,635
|
)
|
||
|
|
|
|
||||
Ending balance
|
|
$
|
31,059
|
|
$
|
12,809
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||||||||||||||
(in thousands, except per share data)
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
Net earnings available for per-share calculation
|
$
|
111,081
|
|
|
$
|
111,081
|
|
|
$
|
170,263
|
|
|
$
|
170,263
|
|
|
$
|
221,324
|
|
|
$
|
221,324
|
|
Average shares of common stock outstanding
|
25,364
|
|
|
25,364
|
|
|
27,312
|
|
|
27,312
|
|
|
29,487
|
|
|
29,487
|
|
||||||
Dilutive effect of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total average equivalent shares
|
25,364
|
|
|
25,364
|
|
|
27,312
|
|
|
27,312
|
|
|
29,487
|
|
|
29,487
|
|
||||||
Per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
6.23
|
|
|
$
|
6.23
|
|
|
$
|
7.51
|
|
|
$
|
7.51
|
|
•
|
We applied the new standard using the package of practical expedients permitted under the transition guidance, which allowed us to not reassess:
|
◦
|
Lease classification for any expired or existing leases, which allowed us to carry forward the historical lease classifications; and
|
•
|
We elected the practical expedient that allowed us to use hindsight in determining the lease term.
|
•
|
We elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements.
|
•
|
We elected the accounting policy to not recognize a right-of-use asset and operating lease liability for leases with an initial term of twelve months or less. The Company records lease expense for short term leases on a straight-line basis over the lease term in rentals on the consolidated statements of income.
|
•
|
We elected the accounting policy to account for lease components (e.g. fixed rent payments) separately from non-lease components (e.g. common area maintenance costs).
|
(in thousands of dollars)
|
Classification - Consolidated Balance Sheets
|
|
February 1, 2020
|
|
February 2, 2019(a)
|
||||
Assets
|
|
|
|
|
|
||||
Finance lease assets
|
Property and equipment, net (b)
|
|
$
|
670
|
|
|
$
|
1,093
|
|
Operating lease assets
|
Operating lease assets
|
|
47,924
|
|
|
—
|
|
||
Total leased assets
|
|
|
$
|
48,594
|
|
|
$
|
1,093
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||||
Current
|
|
|
|
|
|
||||
Finance
|
Current portion of finance lease liabilities
|
|
$
|
1,219
|
|
|
$
|
1,214
|
|
Operating
|
Current portion of operating lease liabilities
|
|
14,654
|
|
|
—
|
|
||
Noncurrent
|
|
|
|
|
|
||||
Finance
|
Finance lease liabilities
|
|
695
|
|
|
1,666
|
|
||
Operating
|
Operating lease liabilities
|
|
32,683
|
|
|
—
|
|
||
Total lease liabilities
|
|
|
$
|
49,251
|
|
|
$
|
2,880
|
|
Lease Cost
|
|
|
|
||||||||||
(in thousands of dollars)
|
Classification - Consolidated Statements of Income
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
Operating lease cost (a)
|
Rentals
|
|
$
|
26,375
|
|
|
$
|
28,646
|
|
|
$
|
28,012
|
|
Finance lease cost
|
|
|
|
|
|
|
|
||||||
Amortization of leased assets
|
Depreciation and amortization
|
|
423
|
|
|
481
|
|
|
3,512
|
|
|||
Interest on lease liabilities
|
Interest and debt expense, net
|
|
462
|
|
|
320
|
|
|
418
|
|
|||
Net lease cost
|
|
|
$
|
27,260
|
|
|
$
|
29,447
|
|
|
$
|
31,942
|
|
(in thousands of dollars)
Fiscal Year
|
Operating
Leases
|
|
Finance
Leases
|
|
Total
|
||||||
2020
|
$
|
16,251
|
|
|
$
|
1,428
|
|
|
$
|
17,679
|
|
2021
|
12,991
|
|
|
726
|
|
|
13,717
|
|
|||
2022
|
6,650
|
|
|
—
|
|
|
6,650
|
|
|||
2023
|
3,778
|
|
|
—
|
|
|
3,778
|
|
|||
2024
|
3,022
|
|
|
—
|
|
|
3,022
|
|
|||
After 2024
|
15,690
|
|
|
—
|
|
|
15,690
|
|
|||
Total minimum lease payments
|
58,382
|
|
|
2,154
|
|
|
60,536
|
|
|||
Less amount representing interest
|
(11,045
|
)
|
|
(240
|
)
|
|
(11,285
|
)
|
|||
Present value of lease liabilities
|
$
|
47,337
|
|
|
$
|
1,914
|
|
|
$
|
49,251
|
|
|
|
February 1, 2020
|
|
Weighted-average remaining lease term
|
|
|
|
Operating leases
|
|
6.2 years
|
|
Finance leases
|
|
1.7 years
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
|
6.6
|
%
|
Finance leases
|
|
15.4
|
%
|
(in thousands of dollars)
|
|
February 1, 2020
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
20,032
|
|
Operating cash flows from finance leases
|
|
462
|
|
|
Financing cash flows from finance leases
|
|
966
|
|
|
|
|
|
||
Lease assets obtained in exchange for new operating lease liabilities
|
|
$
|
7,974
|
|
|
Fiscal 2019, Three Months Ended
|
||||||||||||||
(in thousands of dollars, except per share data)
|
May 4
|
|
August 3
|
|
November 2
|
|
February 1
|
||||||||
Net sales
|
$
|
1,465,441
|
|
|
$
|
1,426,863
|
|
|
$
|
1,388,310
|
|
|
$
|
1,922,906
|
|
Gross profit
|
537,674
|
|
|
394,849
|
|
|
461,528
|
|
|
573,491
|
|
||||
Net income (loss)
|
78,602
|
|
|
(40,671
|
)
|
|
5,462
|
|
|
67,688
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
2.99
|
|
|
$
|
(1.59
|
)
|
|
$
|
0.22
|
|
|
$
|
2.75
|
|
|
Fiscal 2018, Three Months Ended
|
||||||||||||||
(in thousands of dollars, except per share data)
|
May 5
|
|
August 4
|
|
November 3
|
|
February 2
|
||||||||
Net sales
|
$
|
1,458,262
|
|
|
$
|
1,468,023
|
|
|
$
|
1,419,213
|
|
|
$
|
2,010,611
|
|
Gross profit
|
554,521
|
|
|
450,846
|
|
|
464,276
|
|
|
594,946
|
|
||||
Net income (loss)
|
80,548
|
|
|
(2,868
|
)
|
|
7,425
|
|
|
85,158
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
2.89
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.27
|
|
|
$
|
3.22
|
|
•
|
an $8.3 million pretax gain ($6.5 million after tax or $0.26 per share) primarily related to the sale of two store properties
|
•
|
$2.3 million ($0.09 per share) in tax benefits provided in the Taxpayer Certainty and Disaster Tax Relief Act of 2019
|
•
|
a $0.3 million pretax loss ($0.2 million after tax or $0.01 per share) primarily related to the sale of a store property
|
•
|
$2.8 million ($0.11 per share) in tax benefits related to amended state tax return filings
|
•
|
$2.9 million ($0.11 per share) in tax benefits related to additional federal tax credits and an update of the provisional amounts recorded for the income tax effects of the Tax Cuts and Jobs Act of 2017
|
•
|
a $4.9 million pretax gain ($3.8 million after tax or $0.15 per share) primarily related to the sale of a store property
|
•
|
a $7.4 million pretax gain ($5.8 million after tax or $0.22 per share) primarily related to the sale of two store properties
|
1 Year Dillards Chart |
1 Month Dillards Chart |
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