-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gv/MqAuJvq5eqd76i65sWtlYsCdcVsPwhfafbV3IRuqJ05nplgV4LRkSDmmJz6FT uSQy5CdMNUV0rQT8QWPlsQ== 0001157523-06-011245.txt : 20061113 0001157523-06-011245.hdr.sgml : 20061113 20061113163050 ACCESSION NUMBER: 0001157523-06-011245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DILLARDS INC CENTRAL INDEX KEY: 0000028917 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 710388071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06140 FILM NUMBER: 061209352 BUSINESS ADDRESS: STREET 1: 1600 CANTRELL RD CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5013765200 FORMER COMPANY: FORMER CONFORMED NAME: DILLARD DEPARTMENT STORES INC DATE OF NAME CHANGE: 19920703 8-K 1 a5273154.txt DILLARD'S INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 13, 2006 Dillard's, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware ------------------------------------------------------ (State or Other Jurisdiction of Incorporation) 1-6140 71-0388071 - ---------------------------------------- ------------------------ (Commission File Number) (I.R.S. Employer 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) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. ---------------------------------------------- On November 13, 2006, the registrant issued a press release announcing its financial results for the 13 and 39 weeks ended October 28, 2006. A copy of the press release is furnished herewith as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. ---------------------------------- (c) Exhibits. The following document is furnished as an Exhibit. Exhibit No. Exhibit 99.1 Press Release, dated November 13, 2006 SIGNATURE 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 hereunto duly authorized. DILLARD'S, INC. DATED: November 13, 2006 By: /s/ James I. Freeman ----------------- -------------------------------- Name: James I. Freeman Title: Senior Vice President & Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated November 13, 2006. EX-99.1 2 a5273154ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Dillard's, Inc. Reports Third Quarter Earnings LITTLE ROCK, Ark.--(BUSINESS WIRE)--Nov. 13, 2006--Dillard's, Inc. (NYSE:DDS): Third Quarter 2006 Highlights -- Net income of $13.6 million compared to a net loss of $2.7 million -- Gross margin improvement of 140 basis points of sales -- Comparable store inventory decline of 3% -- Launch of "Dillard's - The Style of Your Life" - a comprehensive national branding campaign Dillard's, Inc. (the "Company" or "Dillard's") announced operating results for the 13 weeks ended October 28, 2006. This release contains certain forward-looking statements. Please refer to the Company's cautionary statement regarding forward-looking information included below under "Forward-Looking Information". Income Net income for the 13 weeks ended October 28, 2006 was $13.6 million ($0.17 per basic and diluted share) compared to a net loss of $2.7 million ($0.03 per basic and diluted share) for the 13 weeks ended October 29, 2005. Third quarter net income improvement was primarily driven by Dillard's improved gross margin performance of 140 basis points of sales. Revenues Net sales for the 13 weeks ended October 28, 2006 were $1.722 billion compared to sales for the 13 weeks ended October 29, 2005 of $1.727 billion. Total net sales for the period were unchanged on a percentage basis. Sales in comparable store for the period declined 2%. During the 13 weeks ended October 28, 2006, the net sales performance in Dillard's Eastern and Central regions was consistent with the Company's performance for the period. The net sales performance was slightly below trend in the Western region. During the 13 weeks ended October 28, 2006, net sales of lingerie and accessories significantly exceeded Company's performance for the period. Sales of juniors' and children's apparel and decorative home merchandise were significantly below trend for the period. Gross Margin Dillard's achieved gross margin improvement of 140 basis points of sales for the 13 weeks ended October 28, 2006 compared to the 13 weeks ended October 29, 2005. The Company primarily attributes its improved gross margin performance to lower levels of markdowns and decreased purchases resulting in lower inventory levels as it executed a disciplined approach to merchandising and inventory control during the period. Total inventory declined 1% as of October 28, 2006 compared to October 29, 2005. Inventory in comparable stores declined 3%. Dillard's remains committed to providing a differentiated shopping experience to position its merchandise mix toward a more upscale and contemporary tone to continue to attract customers who are seeking exciting statements in fashion. Advertising, Selling, Administrative and General Expenses Advertising, selling, administrative and general ("S G & A") expenses were $513.2 million and $507.0 million for the 13 weeks ended October 28, 2006 and October 29, 2005, respectively. Increases in payroll, utilities, supplies, services purchased and insurance were partially offset by savings in advertising and store pre-opening expenses. In August of 2006, the Company launched its comprehensive national branding campaign, "Dillard's - The Style of Your Life". The campaign features Dillard's fashion merchandise in a variety of lifestyle vignettes distributed through multiple media channels including national fashion magazines, broadcast and Internet. The branding campaign supports Dillard's upscale and contemporary approach to the marketplace in a series of customized, sophisticated portfolios. The current campaign will continue through the holiday season. The Company continues to evaluate its advertising strategy to position advertising spending toward the most appropriate media sources to reach its targeted customers. During the third quarter, advertising spending formerly dedicated to more traditional sources, such as newspaper and other print media, was redirected to the new branding campaign. Interest and Debt Expense Interest and debt expense declined $2.3 million to $23.4 million for the 13 weeks ended October 28, 2006 compared to the 13 weeks ended October 29, 2005 as a result of lower debt levels. As of October 28, 2006, letters of credit totaling $75.4 million were outstanding under the Company's $1.2 billion revolving credit facility. Store Information Two stores in the Gulf Coast area which were damaged by Hurricane Katrina remained closed as of October 28, 2006. Details regarding these stores, which are located in New Orleans, Louisiana and Biloxi, Mississippi, are still being determined. During the 13 weeks ended October 28, 2006, Dillard's opened the following new locations: Center City Square Feet Open Month - ---------------------------------------------------------------------- Town Center at Aurora(a) Aurora, Colorado 180,000 August - ---------------------------------------------------------------------- Red Cliffs Mall(a) St. George, Utah 90,000 September - ---------------------------------------------------------------------- Pinnacle Hills Promenade Rogers, Arkansas 155,000 October - ---------------------------------------------------------------------- (a)replacement store - ---------------------------------------------------------------------- During the 13 weeks ended October 28, 2006, the Company closed its Jamestown Mall location in Florissant, Missouri (170,000 square feet) and its Rolling Acres clearance center in Akron, Ohio (127,000 square feet). Earlier this month, Dillard's opened its new location at Coconut Point in Bonita Springs, Florida (180,000 square feet) and new store at Southwest Plaza in Littleton, Colorado (180,000 square feet replacing 132,000 square feet). As of October 28, 2006, the Company operated 327 Dillard's locations spanning 29 states, net of the two locations closed at the time due to hurricane damage. Dillard's, Inc. and Subsidiaries Condensed Consolidated Statements of Income (In Millions, Except Per Share Data) 13-Week Period Ended ----------------------------------------- October 28, 2006 October 29, 2005 -------------------- -------------------- % of % of Amount Net Sales Amount Net Sales --------- --------- --------- ---------- Net sales $1,721.5 - $1,727.1 - Total revenues 1,762.6 102.4 % 1,761.2 102.0 % Cost of sales 1,118.3 65.0 1,147.1 66.4 Advertising, selling, administrative and general expenses 513.2 29.8 507.0 29.4 Depreciation and amortization 73.6 4.3 75.8 4.4 Rentals 12.8 0.7 9.8 0.6 Interest and debt expense 23.4 1.4 25.7 1.5 --------- --------- Total costs and expenses 1,741.3 1,765.4 --------- --------- Income (loss) before income taxes 21.3 1.2 (4.2) -0.3 Income taxes 7.7 (1.5) --------- --------- --------- --------- Net Income (Loss) $13.6 0.8 % $(2.7) -0.2 % ========= ========= ========= ========= Basic and diluted earnings (loss) per share $0.17 $(0.03) ========= ========= Basic weighted average shares 79.6 81.0 ========= ========= Diluted weighted average shares 80.9 81.0 ========= ========= Dillard's, Inc. and Subsidiaries Condensed Consolidated Statements of Income (In Millions, Except Per Share Data) 39-Week Period Ended ----------------------------------------- October 28, 2006 October 29, 2005 -------------------- -------------------- % of % of Amount Net Sales Amount Net Sales --------- --------- --------- ---------- Net sales $5,246.7 - $5,222.0 - Total revenues 5,390.2 102.7 % 5,328.4 102.0 % Cost of sales 3,420.0 65.2 3,461.4 66.3 Advertising, selling, administrative and general expenses 1,518.4 28.9 1,489.0 28.5 Depreciation and amortization 221.0 4.2 226.2 4.3 Rentals 36.0 0.7 30.4 0.6 Interest and debt expense 71.6 1.4 79.2 1.5 Asset impairment and store closing charges 0.0 0.0 6.4 0.1 --------- --------- Total costs and expenses 5,267.0 5,292.6 --------- --------- Income before income taxes 123.2 2.3 35.8 0.7 Income taxes 32.5 12.8 --------- --------- --------- --------- Net Income $90.7 1.7 % $23.0 0.4 % ========= ========= ========= ========= Basic earnings per share $1.14 $0.28 ========= ========= Diluted earnings per share $1.13 $0.28 ========= ========= Basic weighted average shares 79.5 82.3 ========= ========= Diluted weighted average shares 80.2 82.5 ========= ========= Dillard's, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In Millions) October 28, October 29, 2006 2005 ----------- ----------- Assets Current Assets: Cash and cash equivalents $95.0 $73.5 Trade accounts receivable 10.7 9.7 Merchandise inventories 2,392.6 2,411.7 Other current assets 40.4 66.8 ----------- ----------- Total current assets 2,538.7 2,561.7 Property and equipment, net 3,190.7 3,224.2 Goodwill 34.5 35.5 Other assets 170.1 142.9 ----------- ----------- Total Assets $5,934.0 $5,964.3 =========== =========== Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable and accrued expenses $1,373.4 $1,423.7 Current portion of long-term debt and capital leases 205.0 103.7 Federal and state income taxes including current deferred taxes 19.3 81.0 ----------- ----------- Total current liabilities 1,597.7 1,608.4 Long-term debt and capital leases 985.8 1,175.8 Other liabilities 251.1 251.2 Deferred income taxes 467.4 486.8 Guaranteed preferred beneficial interests in the Company's subordinated debentures 200.0 200.0 Stockholders' equity 2,432.0 2,242.1 ----------- ----------- Total Liabilities and Stockholders' Equity $5,934.0 $5,964.3 =========== =========== Other Information (In Millions) October 28, October 29, 2006 2005 ----------- ----------- Square footage 56.8 56.9 =========== =========== Capital expenditures 13 weeks ended $83.7 $85.5 39 weeks ended 253.4 283.4 Estimates for 2006 The Company is updating the following estimates for certain income statement items for the fiscal year ending February 3, 2007 based upon current conditions. Actual results may differ significantly from these estimates as conditions and factors change - See "Forward-Looking Information". In Millions ---------------------- 2006 2005 Estimated Actual ----------- ---------- Depreciation and amortization $ 300 $ 302 Rental expense 58 48 Interest and debt expense 98 106 Capital expenditures (net of asset trade in) 340 367 Forward-Looking Information The foregoing contains certain "forward-looking statements" within the definition of federal securities laws. Statements made in this release regarding the Company's execution of merchandise initiatives, store opening information and estimates for 2006 are 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 report 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 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; the impact of competitive pressures in the department store industry and other retail channels including specialty, off-price, discount, internet, and mail-order retailers; changes in consumer spending patterns and debt levels; adequate and stable availability of materials and production facilities from which the Company sources its merchandise; changes in operating expenses, including employee wages, commission structures and related benefits; possible future acquisitions of store properties from other department store operators and the continued availability of financing in amounts and at the terms necessary to support the Company's future business; potential disruption from terrorist activity and the effect on ongoing consumer confidence; potential disruption of international trade and supply chain efficiencies; events causing disruption or delays in the store construction schedule, world conflict and the possible impact on consumer spending patterns and other economic and demographic changes of similar or dissimilar nature. CONTACT: Dillard's, Inc. Julie J. Bull, 501-376-5965 -----END PRIVACY-ENHANCED MESSAGE-----