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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
(Mark One)
 
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended August 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                     .
 
Commission File Number:  1-6140

DILLARD’S, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE 71-0388071
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
 
1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS  72201
(Address of principal executive offices)
(Zip Code)
 
(501) 376-5200
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common StockDDSNew York Stock Exchange

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
ý Yes  ☐ No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  
ý Yes  ☐ No
 


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes  ý 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 August 29, 2020     18,366,790
CLASS B COMMON STOCK as of August 29, 2020       4,010,401



Table of Contents
Index
 
DILLARD’S, INC.
 
  Page
  Number
 
 
Condensed Consolidated Balance Sheets as of August 1, 2020, February 1, 2020 and August 3, 2019
 
 
 
 
 

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
3

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DILLARD’S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands)
August 1,
2020
February 1,
2020
August 3,
2019
Assets   
Current assets:   
Cash and cash equivalents$82,868 $277,077 $118,108 
Restricted cash  17,150 
Accounts receivable28,631 46,160 51,946 
Merchandise inventories1,283,141 1,465,007 1,603,031 
Federal and state income taxes85,658   
Other current assets65,758 59,838 77,646 
Total current assets1,546,056 1,848,082 1,867,881 
Property and equipment (net of accumulated depreciation and amortization of $2,434,355, $2,336,728 and $2,305,588 respectively)
1,394,237 1,458,176 1,512,256 
Operating lease assets44,091 47,924 52,608 
Deferred income taxes23,289   
Other assets75,563 76,075 79,334 
Total assets$3,083,236 $3,430,257 $3,512,079 
Liabilities and stockholders’ equity   
Current liabilities:   
Trade accounts payable and accrued expenses$586,865 $892,789 $867,534 
Current portion of finance lease liabilities986 1,219 1,082 
Current portion of operating lease liabilities13,758 14,654 15,701 
Other short-term borrowings229,600  117,900 
Federal and state income taxes  22,158 4,015 
Total current liabilities831,209 930,820 1,006,232 
Long-term debt365,779 365,709 365,639 
Finance lease liabilities356 695 1,342 
Operating lease liabilities30,051 32,683 36,407 
Other liabilities284,527 273,601 242,281 
Deferred income taxes 3,490 14,334 
Subordinated debentures200,000 200,000 200,000 
Commitments and contingencies
Stockholders’ equity:   
Common stock1,240 1,239 1,239 
Additional paid-in capital952,522 951,726 949,846 
Accumulated other comprehensive loss(30,198)(31,059)(12,809)
Retained earnings4,378,988 4,556,494 4,490,759 
Less treasury stock, at cost(3,931,238)(3,855,141)(3,783,191)
Total stockholders’ equity1,371,314 1,623,259 1,645,844 
Total liabilities and stockholders’ equity$3,083,236 $3,430,257 $3,512,079 

See notes to condensed consolidated financial statements.
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DILLARD’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, Except Per Share Data)
 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Net sales$919,044 $1,426,863 $1,705,699 $2,892,304 
Service charges and other income26,139 31,982 61,060 64,476 
 945,183 1,458,845 1,766,759 2,956,780 
Cost of sales639,847 1,032,014 1,328,316 1,959,781 
Selling, general and administrative expenses267,062 409,125 557,508 814,285 
Depreciation and amortization50,951 54,383 101,852 106,747 
Rentals5,639 6,209 11,189 12,327 
Interest and debt expense, net12,873 12,248 25,143 23,485 
Other expense2,104 1,917 4,208 3,834 
Loss (gain) on disposal of assets33 (4,900)14 (12,300)
(Loss) income before income taxes
(33,326)(52,151)(261,471)48,621 
Income taxes (benefit)(24,760)(11,480)(90,930)10,690 
Net (loss) income$(8,566)$(40,671)$(170,541)$37,931 
(Loss) earnings per share:    
Basic and diluted$(0.37)$(1.59)$(7.33)$1.46 
 
See notes to condensed consolidated financial statements.
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DILLARD’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
(In Thousands)
 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Net (loss) income$(8,566)$(40,671)$(170,541)$37,931 
Other comprehensive income:    
Amortization of retirement plan and other retiree benefit adjustments (net of tax of $138, $0, $276, and $0, respectively)
430  861  
Comprehensive (loss) income$(8,136)$(40,671)$(169,680)$37,931 

See notes to condensed consolidated financial statements.

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DILLARD’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(In Thousands, Except Share and Per Share Data)
Three Months Ended August 1, 2020
  Accumulated
Other
Comprehensive
Loss
   
 Common StockAdditional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
 
 Total
Balance, May 2, 2020$1,239 $951,726 $(30,628)$4,391,039 $(3,916,970)$1,396,406 
Net loss   (8,566) (8,566)
Other comprehensive income  430   430 
Issuance of 32,000 shares under equity plans
1 796    797 
Purchase of 586,851 shares of treasury stock
    (14,268)(14,268)
Cash dividends declared:
Common stock, $0.15 per share
   (3,485) (3,485)
Balance, August 1, 2020$1,240 $952,522 $(30,198)$4,378,988 $(3,931,238)$1,371,314 

Three Months Ended August 3, 2019
  Accumulated
Other
Comprehensive
Loss
   
 Common StockAdditional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
 
 Total
Balance, May 4, 2019$1,239 $948,835 $(12,809)$4,533,973 $(3,734,330)$1,736,908 
Net loss   (40,671) (40,671)
Issuance of 17,600 shares under equity plans
 1,011    1,011 
Purchase of 818,585 shares of treasury stock
    (48,861)(48,861)
Cash dividends declared:
Common stock, $0.10 per share
   (2,543) (2,543)
Balance, August 3, 2019$1,239 $949,846 $(12,809)$4,490,759 $(3,783,191)$1,645,844 

Six Months Ended August 1, 2020
Accumulated
Other
Comprehensive
Loss
Common StockAdditional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Total
Balance, February 1, 2020$1,239 $951,726 $(31,059)$4,556,494 $(3,855,141)$1,623,259 
Net loss   (170,541) (170,541)
Other comprehensive income  861   861 
Issuance of 32,000 shares under equity plans1 796    797 
Purchase of 1,585,593 shares of treasury stock    (76,097)(76,097)
Cash dividends declared:
Common stock, $0.30 per share   (6,965) (6,965)
Balance, August 1, 2020$1,240 $952,522 $(30,198)$4,378,988 $(3,931,238)$1,371,314 
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Six Months Ended August 3, 2019
Accumulated
Other
Comprehensive
Loss
Common StockAdditional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Total
Balance, February 2, 2019$1,239 $948,835 $(12,809)$4,458,006 $(3,716,890)$1,678,381 
Net income   37,931  37,931 
Issuance of 17,600 shares under equity plans 1,011    1,011 
Purchase of 1,064,743 shares of treasury stock    (66,301)(66,301)
Cash dividends declared:
Common stock, $0.20 per share   (5,178) (5,178)
Balance, August 3, 2019$1,239 $949,846 $(12,809)$4,490,759 $(3,783,191)$1,645,844 





See notes to condensed consolidated financial statements.

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DILLARD’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
 
 Six Months Ended
 August 1,
2020
August 3,
2019
Operating activities:  
Net (loss) income$(170,541)$37,931 
Adjustments to reconcile net (loss) income to net cash used in operating activities:  
Depreciation and amortization of property and other deferred cost103,140 107,740 
Loss (gain) on disposal of assets14 (12,300)
Changes in operating assets and liabilities:  
Decrease (increase) in accounts receivable17,529 (2,093)
Decrease (increase) in merchandise inventories181,866 (74,614)
Increase in other current assets(5,148)(7,882)
Increase in other assets(124)(8,362)
Decrease in trade accounts payable and accrued expenses and other liabilities(290,268)(52,746)
Decrease in income taxes (130,977)(6,254)
Net cash used in operating activities(294,509)(18,580)
Investing activities:  
Purchases of property and equipment and capitalized software(38,607)(38,049)
Proceeds from disposal of assets308 21,997 
Distribution from joint venture215 505 
Net cash used in investing activities(38,084)(15,547)
Financing activities:  
Principal payments on long-term debt and finance lease liabilities(572)(456)
Issuance cost of line of credit(3,001) 
Increase in short-term borrowings229,600 117,900 
Cash dividends paid(7,185)(5,267)
Purchase of treasury stock(80,458)(66,301)
Net cash provided by financing activities138,384 45,876 
(Decrease) increase in cash, cash equivalents and restricted cash(194,209)11,749 
Cash, cash equivalents and restricted cash, beginning of period277,077 123,509 
Cash, cash equivalents and restricted cash, end of period$82,868 $135,258 
Non-cash transactions:  
Accrued capital expenditures$7,994 $4,811 
Accrued purchases of treasury stock2,962  
Stock awards797 1,011 
Lease assets obtained in exchange for new operating lease liabilities4,084 4,601 

See notes to condensed consolidated financial statements.
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DILLARD’S, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 
Note 1.         Basis of Presentation
 
The accompanying unaudited interim condensed consolidated financial statements of Dillard’s, Inc. (the “Company”) have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”).  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and six months ended August 1, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending January 30, 2021 due to, among other factors, the seasonal nature of the business and the COVID-19 pandemic.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 filed with the SEC on March 31, 2020.

Restricted Cash - Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements. The escrow accounts are administered by an intermediary. Pursuant to the like-kind exchange agreements, the cash remains restricted for a maximum of 180 days from the date of the property sale pending the acquisition of replacement property.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.
(in thousands)August 1,
2020
August 3,
2019
Cash and cash equivalents$82,868 $118,108 
Restricted cash  17,150 
Total cash, cash equivalents and restricted cash $82,868 $135,258 

COVID-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and the world. The effects of the COVID-19 pandemic have had and continue to have a significant impact on the Company's business, results of operations and financial position. At present, the COVID-19 pandemic has had a significant negative effect on the Company's liquidity and net sales. Due to heightened uncertainty relating to the impacts of COVID-19 on the Company’s business operations, including the duration and impact on overall customer demand, our liquidity, net sales and profitability may be further impacted if we are unable to appropriately manage our inventory levels and expenses.

The Company began closing stores on March 19, 2020 as mandated by state and local governments, and by April 9, 2020, all 285 store locations were temporarily closed. The Company began re-opening stores on May 5, 2020, and by June 2, 2020, all stores had been re-opened using the Centers for Disease Control and Prevention ("CDC") guidelines to promote a safe environment for our customers and employees. All stores remain open and operating at reduced hours with the exception of one location.
 
As part of the Company's liquidity strategy during the COVID-19 pandemic, in March 2020, the Company borrowed $779 million under the credit agreement, which was repaid concurrent with the execution of the amended credit agreement. At August 1, 2020, borrowings of $229.6 million were outstanding, and letters of credit totaling $21.0 million were issued under the amended credit agreement leaving unutilized availability under the facility of $447.0 million. See Note 7, Revolving Credit Agreement, for additional information. 

We assess the impairment of long-lived assets, primarily fixed assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We evaluated the effects of the COVID-19 pandemic on our business and determined that as of August 1, 2020, the carrying values of our property and equipment and operating lease assets were recoverable. Accordingly, no impairment charge was recorded for the six months ended August 1, 2020. We
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will continue to monitor these factors and the impact of the COVID-19 pandemic on future periods and continue to assess these assets for impairment as needed.  

Note 2.  Accounting Standards
 
Recently Issued Accounting Pronouncements

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments within ASU No. 2019-12 are effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The Company is currently assessing the impact of this update on its consolidated financial statements.

Note 3.  Business Segments
 
The Company operates in two reportable segments:  the operation of retail department stores (“retail operations”) and a general contracting construction company (“construction”).
 
For the Company’s retail operations, the Company determined its operating segments on a store by store basis.  Each store’s operating performance has been aggregated into one reportable segment.  The Company’s operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas: economic characteristics, class of consumer, nature of products and distribution methods. Revenues from external customers are derived from merchandise sales, and the Company does not rely on any major customers as a source of revenue. Across all stores, the Company operates one store format under the Dillard’s name where each store offers the same general mix of merchandise with similar categories and similar customers.  The Company believes that disaggregating its operating segments would not provide meaningful additional information.
The following table summarizes the percentage of net sales by segment and major product line:
 Three Months EndedSix Months Ended
 August 1, 2020August 3, 2019August 1, 2020August 3, 2019
Retail operations segment  
Cosmetics14 %13 %14 %13 %
Ladies’ apparel21 24 21 24 
Ladies’ accessories and lingerie16 16 16 15 
Juniors’ and children’s apparel9 8 9 10 
Men’s apparel and accessories20 19 18 17 
Shoes13 14 14 15 
Home and furniture4 3 4 3 
 97 97 96 97 
Construction segment3 3 4 3 
Total100 %100 %100 %100 %


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The following tables summarize certain segment information, including the reconciliation of those items to the Company’s consolidated operations: 
(in thousands of dollars)Retail
Operations
ConstructionConsolidated
Three Months Ended August 1, 2020:   
Net sales from external customers$893,216 $25,828 $919,044 
Gross profit 277,407 1,790 279,197 
Depreciation and amortization50,784 167 50,951 
Interest and debt expense (income), net12,885 (12)12,873 
(Loss) income before income taxes
(33,699)373 (33,326)
Total assets3,056,320 26,916 3,083,236 
Three Months Ended August 3, 2019:
Net sales from external customers$1,378,163 $48,700 $1,426,863 
Gross profit395,137 (288)394,849 
Depreciation and amortization54,207 176 54,383 
Interest and debt expense (income), net12,278 (30)12,248 
Loss before income taxes
(50,929)(1,222)(52,151)
Total assets3,463,087 48,992 3,512,079 
Six Months Ended August 1, 2020:
Net sales from external customers$1,644,243 $61,456 $1,705,699 
Gross profit373,441 3,942 377,383 
Depreciation and amortization101,516 336 101,852 
Interest and debt expense (income), net25,176 (33)25,143 
(Loss) income before income taxes
(262,366)895 (261,471)
Total assets3,056,320 26,916 3,083,236 
Six Months Ended August 3, 2019
Net sales from external customers$2,798,685 $93,619 $2,892,304 
Gross profit931,508 1,015 932,523 
Depreciation and amortization106,401 346 106,747 
Interest and debt expense (income), net23,542 (57)23,485 
Income (loss) before income taxes
49,799 (1,178)48,621 
Total assets3,463,087 48,992 3,512,079 
 
Intersegment construction revenues of $6.9 million and $6.2 million for the three months ended August 1, 2020 and August 3, 2019, respectively, and $18.3 million and $14.6 million for the six months ended August 1, 2020 and August 3, 2019, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.

The retail operations segment gives rise to contract liabilities through the loyalty program and through the issuances of gift cards. The loyalty program liability and a portion of the gift card liability is included in trade accounts payable and accrued expenses, and a portion of the gift card liability is included in other liabilities on the condensed consolidated balance sheets. Our retail operations segment contract liabilities are as follows:
Retail
(in thousands of dollars)August 1,
2020
February 1,
2020
August 3,
2019
February 2,
2019
Contract liabilities$58,186 $75,229 $63,041 $72,852 


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During the six months ended August 1, 2020 and August 3, 2019, the Company recorded $29.8 million and $37.6 million, respectively, in revenue that was previously included in the retail operations contract liability balances of $75.2 million and $72.9 million, at February 1, 2020 and February 2, 2019, respectively.
Construction contracts give rise to accounts receivable, contract assets and contract liabilities. We record accounts receivable based on amounts expected to be collected from customers. We also record costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) in other current assets and trade accounts payable and accrued expenses in the condensed consolidated balance sheets, respectively. The amounts included in the condensed consolidated balance sheets are as follows:
Construction
(in thousands of dollars)August 1,
2020
February 1,
2020
August 3,
2019
February 2,
2019
Accounts receivable$19,222 $28,522 $36,276 $31,867 
Costs and estimated earnings in excess of billings on uncompleted contracts722 2,179 2,927 1,165 
Billings in excess of costs and estimated earnings on uncompleted contracts7,212 5,737 10,358 7,414 
During the six months ended August 1, 2020 and August 3, 2019, the Company recorded $4.7 million and $6.8 million, respectively, in revenue that was previously included in billings in excess of costs and estimated earnings on uncompleted contracts of $5.7 million and $7.4 million at February 1, 2020 and February 2, 2019, respectively.
The remaining performance obligations related to executed construction contracts totaled $127.0 million, $156.5 million and $108.4 million at August 1, 2020, February 1, 2020 and August 3, 2019, respectively.

Note 4. (Loss) Earnings Per Share Data
 
The following table sets forth the computation of basic and diluted (loss) earnings per share for the periods indicated (in thousands, except per share data). 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Net (loss) income$(8,566)$(40,671)$(170,541)$37,931 
Weighted average shares of common stock outstanding23,174 25,584 23,264 25,949 
Basic and diluted (loss) earnings per share$(0.37)$(1.59)$(7.33)$1.46 
 
The Company maintains a capital structure in which common stock is the only equity security issued and outstanding, and there were no shares of preferred stock, stock options, other dilutive securities or potentially dilutive securities issued or outstanding during the three and six months ended August 1, 2020 and August 3, 2019.

Note 5.  Commitments and Contingencies
 
Various legal proceedings, in the form of lawsuits and claims, which occur in the normal course of business, are pending against the Company and its subsidiaries.  In the opinion of management, disposition of these matters, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, cash flows or results of operations.
 
At August 1, 2020, letters of credit totaling $21.0 million were issued under the Company’s revolving credit facility. See Note 7, Revolving Credit Agreement, for additional information.





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Note 6.  Benefit Plans
 
The Company has an unfunded, nonqualified defined benefit plan (“Pension Plan”) for its officers.  The Pension Plan is noncontributory and provides benefits based on years of service and compensation during employment.  The Company determines pension expense using an actuarial cost method to estimate the total benefits ultimately payable to officers and allocates this cost to service periods.  The actuarial assumptions used to calculate pension costs are reviewed annually.  The Company contributed $1.4 million and $2.8 million to the Pension Plan during the three and six months ended August 1, 2020, respectively, and expects to make additional contributions to the Pension Plan of approximately $2.7 million during the remainder of fiscal 2020.
 
The components of net periodic benefit costs are as follows (in thousands): 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Components of net periodic benefit costs:    
Service cost$1,090 $905 $2,180 $1,810 
Interest cost1,536 1,917 3,072 3,834 
Net actuarial loss568  1,137  
Net periodic benefit costs$3,194 $2,822 $6,389 $5,644 

The service cost component of net periodic benefit costs is included in selling, general and administrative expenses, and the interest cost and net actuarial loss components are included in other expense. 

Note 7.  Revolving Credit Agreement
 
In April 2020, the Company amended its credit agreement (the "amended credit agreement"). After giving effect to the amendment, the amended credit agreement became secured by certain deposit accounts of the Company and certain inventory of certain subsidiaries. The amended credit agreement provides a borrowing capacity of $800 million, subject to certain limitations as outlined in the amended credit agreement, with a $200 million expansion option and matures on August 9, 2022.  The amended credit agreement is available to the Company for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The Company pays a variable rate of interest on borrowings under the amended credit agreement and a commitment fee to the participating banks. The rate of interest on borrowings is the greater of LIBOR or 1.0% plus 1.750%, and the commitment fee for unused borrowings is 0.30% per annum. As long as availability exceeds $100 million and no event of default occurs and is continuing, there are no financial covenant requirements under the amended credit agreement.  

Concurrent with the signing of the amended credit facility, the Company repaid the $779 million borrowed on March 25, 2020 under the previous agreement. Additionally, the Company paid $3.0 million in issuance costs related to the amended credit agreement, which were recorded in other assets on the condensed consolidated balance sheets.

At August 1, 2020, $229.6 million of borrowings were outstanding, and letters of credit totaling $21.0 million were issued under the amended credit agreement leaving unutilized availability under the credit facility of $447.0 million. The weighted average interest rate under the credit agreement for the borrowings outstanding at August 1, 2020 was 2.75%.

Note 8.  Stock Repurchase Program
 
In March 2018, the Company's Board of Directors authorized the Company to repurchase up to $500 million of the Company’s Class A Common Stock pursuant to an open-ended stock repurchase plan (the "March 2018 Plan"). The March 2018 Plan authorization permits the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 or through privately negotiated transactions.  The March 2018 Plan has no expiration date.




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The following is a summary of share repurchase activity for the periods indicated (in thousands, except per share data):
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Cost of shares repurchased$14,268 $48,861 $76,097 $66,301 
Number of shares repurchased587 819 1,586 1,065 
Average price per share$24.31 $59.69 $47.99 $62.27 

All repurchases of the Company’s Class A Common Stock above were made at the market price at the trade date.  Accordingly, all amounts paid to reacquire these shares were allocated to treasury stock. As of August 1, 2020, $192.6 million of authorization remained under the March 2018 Plan.

Note 9.  Income Taxes

The Company expects to be in a net operating loss position for the fiscal year. The Coronavirus Aid, Relief and Economic Security (“CARES”) Act, signed into law on March 27, 2020, allows for net operating loss carryback to years in which the statutory federal tax rate was 35% rather than the current 21%. During the three and six months ended August 1, 2020, income tax benefit differed from what would be computed using the current statutory federal tax rate of 21% primarily due to the recognition of a net tax benefit of $17.4 million and $32.1 million, respectively, related to the rate differential in the carryback year. Income tax benefit for the three and six months also included the effects of federal tax credits and state and local income taxes.

During the three and six months ended August 3, 2019, income taxes differed from what would be computed using the statutory federal tax rate primarily due to the effects of federal tax credits and state and local income taxes.

Note 10. Reclassifications from Accumulated Other Comprehensive Loss (“AOCL”)
 
Reclassifications from AOCL are summarized as follows (in thousands): 
 Amount Reclassified from AOCL 
 Three Months EndedSix Months EndedAffected Line Item in the Statement Where Net Income Is Presented
Details about AOCL ComponentsAugust 1, 2020August 3, 2019August 1,
2020
August 3,
2019
Defined benefit pension plan items     
Amortization of actuarial losses$568 $ $1,137 $ Total before tax (1)
 138  276  Income tax expense
 $430 $ $861 $ Total net of tax

For fiscal year 2019, there was no amortization of the net loss in AOCL as the net loss did not exceed 10% of the projected benefit obligation.
_______________________________
(1)        This item is included in the computation of net periodic pension cost.  See Note 6, Benefit Plans, for additional information. 

Note 11. Changes in Accumulated Other Comprehensive Loss
 
Changes in AOCL by component (net of tax) are summarized as follows (in thousands): 
 Defined Benefit Pension Plan Items
 Three Months EndedSix Months Ended
August 1, 2020August 3, 2019August 1,
2020
August 3,
2019
Beginning balance$30,628 $12,809 $31,059 $12,809 
Amounts reclassified from AOCL(430) (861) 
Ending balance$30,198 $12,809 $30,198 $12,809 
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Note 12. Leases

The Company leases retail stores, office space and equipment under operating leases. As of August 1, 2020, February 1, 2020 and August 3, 2019, right-of-use operating lease assets, which are recorded in operating lease assets in the condensed consolidated balance sheets, totaled $44.1 million, $47.9 million and $52.6 million, respectively, and operating lease liabilities, which are recorded in current portion of operating lease liabilities and operating lease liabilities, totaled $43.8 million, $47.3 million and $52.1 million, respectively.
In determining our operating lease assets and operating lease liabilities, we apply an incremental borrowing rate to the minimum lease payments within each lease agreement. ASU No. 2016-02 requires the use of the rate implicit in the lease whenever that rate is readily determinable; furthermore, if the implicit rate is not readily determinable, a lessee may use its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. To estimate our specific incremental borrowing rates that align with applicable lease terms, we utilize a model consistent with the credit quality of our outstanding debt instruments.
Renewal options from two to 20 years exist on the majority of leased properties. The Company has sole discretion in exercising the lease renewal options. We do not recognize operating lease assets or operating lease liabilities for renewal periods unless we are reasonably certain of renewing the lease at inception. The depreciable life of operating lease assets and related leasehold improvements is limited by the expected lease term.
Contingent rentals on certain leases are based on a percentage of annual sales in excess of specified amounts. Other contingent rentals are based entirely on a percentage of sales. The Company's operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table summarizes the Company's operating and finance leases:
(in thousands of dollars)Classification - Condensed Consolidated Balance Sheets August 1, 2020February 1, 2020August 3, 2019
Assets
Finance lease assets
Property and equipment, net (a)
$459 $670 $881 
Operating lease assetsOperating lease assets44,091 47,924 52,608 
Total leased assets$44,550 $48,594 $53,489 
Liabilities
Current
     Finance Current portion of finance lease liabilities$986 $1,219 $1,082 
     Operating Current portion of operating lease liabilities13,758 14,654 15,701 
Noncurrent
     Finance Finance lease liabilities356 695 1,342 
     Operating Operating lease liabilities30,051 32,683 36,407 
Total lease liabilities$45,151 $49,251 $54,532 
(a) Finance lease assets are recorded net of accumulated amortization of $14.1 million, $13.9 million and $13.7 million as of August 1, 2020, February 1, 2020 and August 3, 2019, respectively.
Lease CostThree Months EndedSix Months Ended
(in thousands of dollars)Classification - Condensed Consolidated Statements of OperationsAugust 1, 2020August 3, 2019August 1, 2020August 3, 2019
Operating lease cost (a)
Rentals$5,639 $6,209 $11,189 $12,327 
Finance lease cost
     Amortization of leased assetsDepreciation and amortization105 106 211 211 
     Interest on lease liabilitiesInterest and debt expense, net62 123 142 258 
Net lease cost$5,806 $6,438 $11,542 $12,796 
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(a) Includes short term lease costs of $0.5 million and $1.0 million for the three months ended and $1.0 million and $1.7 million for the six months ended August 1, 2020 and August 3, 2019, respectively, and variable lease costs of $0.4 million and $0.4 million for the three months ended and $0.7 million and $0.8 million for the six months ended August 1, 2020 and August 3, 2019, respectively.

Maturities of Lease Liabilities
(in thousands of dollars)
Fiscal Year
Operating
Leases
Finance
Leases
Total
2020 (excluding the six months ended August 1, 2020)$7,819 $714 $8,533 
202114,153 726 14,879 
20227,811  7,811 
20234,496  4,496 
20243,714  3,714 
After 202415,916  15,916 
Total minimum lease payments53,909 1,440 55,349 
Less amount representing interest(10,100)(98)(10,198)
Present value of lease liabilities$43,809 $1,342 $45,151 

Lease Term and Discount Rate
August 1, 2020
Weighted-average remaining lease term
     Operating leases6.2 years
     Finance leases1.3 years
Weighted-average discount rate
     Operating leases6.6 %
     Finance leases12.3 %

Other Information
Six Months Ended
(in thousands of dollars)August 1, 2020August 3, 2019
Cash paid for amounts included in the measurement of lease liabilities
     Operating cash flows from operating leases$9,387 $10,388 
     Operating cash flows from finance leases142 258 
     Financing cash flows from finance leases572 456 
Lease assets obtained in exchange for new operating lease liabilities$4,084 $4,601 

Note 13. Loss (Gain) on Disposal of Assets

During the three months ended August 3, 2019, the Company recorded proceeds of $8.6 million primarily from the sale of one store property, resulting in a gain of $4.9 million that was recorded in loss (gain) on disposal of assets.

During the six months ended August 3, 2019, the Company recorded proceeds of $22.0 million primarily from the sale of three store properties, resulting in a gain of $12.3 million that was recorded in loss (gain) on disposal of assets.

Note 14.  Fair Value Disclosures
 
The estimated fair values of financial instruments presented herein have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting
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market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of amounts the Company could realize in a current market exchange.
 
The fair value of the Company’s long-term debt and subordinated debentures is based on market prices and is categorized as Level 1 in the fair value hierarchy.
 
The fair value of the Company’s cash, cash equivalents, accounts receivable and short-term borrowings approximates their carrying values at August 1, 2020 due to the short-term maturities of these instruments.  The fair value of the Company’s long-term debt at August 1, 2020 was approximately $391 million. The carrying value of the Company’s long-term debt at August 1, 2020 was $365.8 million.  The fair value of the Company’s subordinated debentures at August 1, 2020 was approximately $158 million.  The carrying value of the Company’s subordinated debentures at August 1, 2020 was $200.0 million.
 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with the condensed consolidated financial statements and the footnotes thereto included elsewhere in this report, as well as the financial and other information included in our Annual Report on Form 10-K for the year ended February 1, 2020.
 
EXECUTIVE OVERVIEW

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and the world. The COVID-19 pandemic has had and continues to have a significant impact on the Company's business, results of operations and financial position. The Company began closing stores on March 19, 2020 as mandated by state and local governments, and by April 9, 2020, all 285 store locations were temporarily closed.

During the month ended May 30, 2020 (fiscal May), we re-opened most of our full-line stores:  45 stores on May 5th, 80 stores on May 12th, 115 stores on May 19th and 20th and 8 stores on May 26th. All Dillard’s store locations had been re-opened by June 2, 2020 using the Centers for Disease Control and Prevention ("CDC") guidelines to promote a safe environment for our customers and employees. All stores remain open and operating at reduced hours with the exception of one location.  Sales performance in these stores since re-opening through August 1, 2020 was approximately 72% of prior year sales on corresponding days. 

During the three months ended August 1, 2020, total retail sales decreased 35% compared to the three months ended August 3, 2019. Due to the temporary closure of the Company's brick-and-mortar stores as well as the interdependence between in-store and online sales, the Company reported no comparable store sales data for the three months ended August 1, 2020. Retail gross margin increased 239 basis points of sales to 31.1% during the three months ended August 1, 2020 compared to 28.7% during the three months ended August 3, 2019, primarily due to lower markdowns. The Company was able to reduce inventory by 20% compared to the prior year second quarter by reducing purchases 62% through the cancellation, delay and suspension of merchandise orders. Selling, general and administrative expenses decreased to $267.1 million compared to $409.1 million from the prior year second quarter primarily due to decreases in payroll expense associated with the furlough of store associates, support facility functions and corporate employees and reduced store hours. The Company reported a net loss of $8.6 million ($0.37 per share) compared to a net loss of $40.7 million ($1.59 per share) for the prior year second quarter.

The Company expects to be in a net operating loss position for fiscal year 2020. The Coronavirus Aid, Relief and Economic Security (“CARES”) Act, signed into law on March 27, 2020, allows for net operating loss carryback to years in which the tax rate was 35%. Included in net loss for the quarter ended August 1, 2020 is a net tax benefit of $17.4 million ($0.75 per share) related to this provision.    

Included in net loss for the quarter ended August 3, 2019 was a pretax gain on disposal of assets of $4.9 million ($3.8 million after tax or $0.15 per share) primarily related to the sale of one store.

During the three months ended August 1, 2020, the Company purchased $14.3 million of its outstanding Class A Common Stock under its stock repurchase plan authorized by the Company's Board of Directors in March 2018 (the "March 2018 Plan"). As of May 2, 2020, authorization of $192.6 million remained under the March 2018 Plan.

As of August 1, 2020, the Company had working capital of $714.8 million (including cash and cash equivalents of $82.9 million) and $795.4 million of total debt outstanding, excluding finance lease liabilities and operating lease liabilities. Cash flows used in operating activities were $294.5 million for the six months ended August 1, 2020. 

The Company maintained 282 Dillard's stores, including 31 clearance centers, and an internet store at August 1, 2020.

On February 25, 2020, the Company provided estimates for certain financial statement items, including depreciation and amortization, rentals, interest and debt expense, net and capital expenditures, for the fiscal year ending January 30, 2021 based upon current conditions at that time, which did not include the impact of COVID-19. Due to heightened uncertainty relating to the impacts of COVID-19 on the Company’s business operations, including the duration and impact on overall customer demand, the Company previously withdrew its 2020 guidance.




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The Company believes that Dillard's is uniquely positioned, among U.S. department store retailers, to weather the COVID-19 pandemic for the following reasons:

The Company owns approximately 90% of its retail store square footage and 100% of its corporate headquarters, distribution and fulfillment facilities;
Store rent obligations are small compared to the industry;
Low long-term debt position with next payment due January 2023 ($45 million);
Amended $800 million revolving credit facility with no financial covenants as long as availability exceeds $100 million and no event of default occurs and is continuing; and
Strong eCommerce platform at dillards.com which includes ship-from-store capability.

Key Performance Indicators
 
We use a number of key indicators of financial condition and operating performance to evaluate our business, including the following: 
 Three Months Ended
 August 1,
2020
August 3,
2019
Net sales (in millions)$919.0 $1,426.9 
Retail stores sales trend(35)%(2)%
Gross profit (in millions)$279.2 $394.8 
Gross profit as a percentage of net sales30.4 %27.7 %
Retail gross profit as a percentage of net sales31.1 %28.7 %
Selling, general and administrative expenses as a percentage of net sales29.1 %28.7 %
Cash flow used in operations (in millions)$(294.5)$(18.6)
Total retail store count at end of period282 289 
Retail sales per square foot$19 $29 
Retail store inventory trend(20)% %
Annualized retail merchandise inventory turnover1.7 2.3 

General
 
Net sales.  Net sales includes merchandise sales of comparable and non-comparable stores and revenue recognized on contracts of CDI Contractors, LLC (“CDI”), the Company’s general contracting construction company.  Comparable store sales includes sales for those stores which were in operation for a full period in both the current quarter and the corresponding quarter for the prior year, including our internet store.  Comparable store sales excludes changes in the allowance for sales returns.  Non-comparable store sales includes:  sales in the current fiscal year from stores opened during the previous fiscal year before they are considered comparable stores; sales from new stores opened during the current fiscal year; sales in the previous fiscal year for stores closed during the current or previous fiscal year that are no longer considered comparable stores; sales in clearance centers; and changes in the allowance for sales returns.

Sales occur as a result of interaction with customers across multiple points of contact, creating an interdependence between in-store and online sales. Online orders are fulfilled from both fulfillment centers and retail stores. Additionally, online customers have the ability to buy online and pick up in-store. Retail in-store customers have the ability to purchase items that may be ordered and fulfilled from either a fulfillment center or another retail store location. Online customers may return orders via mail, or customers may return orders placed online to retail store locations. Customers who earn reward points under the private label credit card program may earn and redeem rewards through in-store or online purchases.
 
Service charges and other income.  Service charges and other income includes income generated through the long-term private label card alliance with Wells Fargo Bank, N.A. (“Wells Fargo Alliance”). Other income includes rental income, shipping and handling fees, gift card breakage and lease income on leased departments.
Cost of sales.  Cost of sales includes the cost of merchandise sold (net of purchase discounts, non-specific margin maintenance allowances and merchandise margin maintenance allowances), bankcard fees, freight to the distribution centers, employee and promotional discounts, shipping to customers and direct payroll for salon personnel. Cost of sales also includes
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CDI contract costs, which comprise all direct material and labor costs, subcontract costs and those indirect costs related to contract performance, such as indirect labor, employee benefits and insurance program costs.
Selling, general and administrative expenses.  Selling, general and administrative expenses include buying, occupancy, selling, distribution, warehousing, store and corporate expenses (including payroll and employee benefits), insurance, employment taxes, advertising, management information systems, legal and other corporate level expenses.  Buying expenses consist of payroll, employee benefits and travel for design, buying and merchandising personnel.
 
Depreciation and amortization.  Depreciation and amortization expenses include depreciation and amortization on property and equipment.
 
Rentals.  Rentals includes expenses for store leases, including contingent rent, office space and data processing and other equipment rentals.
 
Interest and debt expense, net.  Interest and debt expense includes interest, net of interest income and capitalized interest, relating to the Company’s unsecured notes, subordinated debentures and borrowings under the Company’s credit facility.  Interest and debt expense also includes gains and losses on note repurchases, if any, amortization of financing costs and interest on finance lease liabilities.

Other expense. Other expense includes the interest cost and net actuarial loss components of net periodic benefit costs related to the Company's unfunded, nonqualified defined benefit plan and charges related to the write-off of deferred financing fees, if any.
 
Loss (gain) on disposal of assets. Loss (gain) on disposal of assets includes the net gain or loss on the sale or disposal of property and equipment, as well as gains from insurance proceeds in excess of the cost basis of insured assets, if any.

LIBOR

The use of LIBOR is expected to be phased out by the end of 2021. At this time, there is no definitive information regarding the future utilization of LIBOR beyond 2021 or of any particular replacement rate. Going forward, we intend to work with our lenders to use a suitable alternative reference rate for the amended credit agreement, the Wells Fargo Alliance and any other applicable agreements. We will continue to monitor, assess and plan for the phase out of LIBOR.

Seasonality

Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income typically realized during the last quarter of our fiscal year due to the holiday season.  Because of the seasonality of our business, results from any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.
 
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RESULTS OF OPERATIONS
 
The following table sets forth the results of operations as a percentage of net sales for the periods indicated (percentages may not foot due to rounding): 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Net sales100.0 %100.0 %100.0 %100.0 %
Service charges and other income2.8 2.2 3.6 2.2 
 102.8 102.2 103.6 102.2 
Cost of sales69.6 72.3 77.9 67.8 
Selling, general and administrative expenses29.1 28.7 32.7 28.2 
Depreciation and amortization5.5 3.8 6.0 3.7 
Rentals0.6 0.4 0.7 0.4 
Interest and debt expense, net1.4 0.9 1.5 0.8 
Other expense0.2 0.1 0.2 0.1 
Gain on disposal of assets (0.3) (0.4)
(Loss) income before income taxes
(3.6)(3.7)(15.3)1.7 
Income taxes (benefit)(2.7)(0.8)(5.3)0.4 
Net (loss) income(0.9)%(2.9)%(10.0)%1.3 %

Net Sales
 Three Months Ended 
(in thousands of dollars)August 1,
2020
August 3,
2019
$ Change
Net sales:   
Retail operations segment$893,216 $1,378,163 $(484,947)
Construction segment25,828 48,700 (22,872)
Total net sales$919,044 $1,426,863 $(507,819)

The percent change in the Company’s sales by segment and product category for the three months ended August 1, 2020 compared to the three months ended August 3, 2019 as well as the sales percentage by segment and product category to total net sales for the three months ended August 1, 2020 are as follows: 
 % Change
2020 - 2019
% of
Net Sales
Retail operations segment  
Cosmetics(29.1)%14 %
Ladies’ apparel(45.1)21 
Ladies’ accessories and lingerie(31.1)16 
Juniors’ and children’s apparel(29.4)9 
Men’s apparel and accessories(31.7)20 
Shoes(40.5)13 
Home and furniture(16.4)4 
  97 
Construction segment(47.0)3 
Total 100 %
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Net sales from the retail operations segment decreased 35.2% during the three months ended August 1, 2020 compared to the three months ended August 3, 2019 primarily due to the impact of the COVID-19 pandemic. The Company reported no comparable store sales data for the quarter due to the temporary closure of its brick-and-mortar stores as well as the interdependence between in-store and online sales. Sales in all product categories decreased significantly over the second quarter last year.

We recorded a return asset of $8.4 million and $13.0 million and an allowance for sales returns of $10.8 million and $19.0 million as of August 1, 2020 and August 3, 2019, respectively.
 
During the three months ended August 1, 2020, net sales from the construction segment decreased $22.9 million or 47% compared to the three months ended August 3, 2019 due to a decrease in construction activity. The remaining performance obligations related to executed construction contracts totaled $127.0 million as of August 1, 2020, decreasing approximately 19% from February 1, 2020 and increasing approximately 17% from August 3, 2019, respectively. We expect these remaining performance obligations to be earned over the next nine to eighteen months.

Six Months Ended
(in thousands of dollars)August 1,
2020
August 3,
2019
$ Change
Net sales:
Retail operations segment$1,644,243 $2,798,685 $(1,154,442)
Construction segment61,456 93,619 (32,163)
Total net sales$1,705,699 $2,892,304 $(1,186,605)

The percent change in the Company’s sales by segment and product category for the six months ended August 1, 2020 compared to the six months ended August 3, 2019 as well as the sales percentage by segment and product category to total net sales for the six months ended August 1, 2020 are as follows: 


 % Change
2020 - 2019
% of
Net Sales
Retail operations segment  
Cosmetics(35.0)%14 %
Ladies’ apparel(48.7)21 
Ladies’ accessories and lingerie(38.1)16 
Juniors’ and children’s apparel(41.3)9 
Men’s apparel and accessories(38.7)18 
Shoes(43.4)14 
Home and furniture(28.0)4 
  96 
Construction segment(34.4)4 
Total 100 %


Net sales from the retail operations segment decreased 41.2% during the six months ended August 1, 2020 compared to the six months ended August 3, 2019 primarily due to the impact of the COVID-19 pandemic. The Company reported no comparable store sales data for the period due to the temporary closure of its brick-and-mortar stores as well as the interdependence between in-store and online sales. Sales in all product categories decreased significantly during the six months ended August 1, 2020 compared to the six months ended August 3, 2019.

Storewide sales penetration of exclusive brand merchandise for the six months ended August 1, 2020 and August 3, 2019 was 20.8% and 21.2%, respectively.

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During the six months ended August 1, 2020, net sales from the construction segment decreased $32.2 million or 34.4% compared to the six months ended August 3, 2019 due to a decrease in construction activity.

Service Charges and Other Income
 Three Months EndedSix Months EndedThree MonthsSix Months
(in thousands of dollars)August 1, 2020August 3, 2019August 1,
2020
August 3,
2019
$ Change 2020-2019$ Change 2020-2019
Service charges and other income:      
Retail operations segment      
Income from Wells Fargo Alliance
$14,685 $21,194 $35,486 $42,340 $(6,509)$(6,854)
Shipping and handling income8,657 6,160 20,224 12,237 2,497 7,987 
Leased department income491 1,087 862 2,209 (596)(1,347)
Other2,291 2,772 4,039 6,122 (481)(2,083)
 26,124 31,213 60,611 62,908 (5,089)(2,297)
Construction segment15 769 449 1,568 (754)(1,119)
Total service charges and other income
$26,139 $31,982 $61,060 $64,476 $(5,843)$(3,416)

Service charges and other income is composed primarily of income from the Wells Fargo Alliance. Income from the alliance decreased during the three and six months ended August 1, 2020 compared to the three and six months ended August 3, 2019 primarily due to decreases in finance charges. Shipping and handling income increased during the three and six months ended August 1, 2020 compared to the three and six months ended August 3, 2019 primarily due to the increase in online orders and ship-from-store capabilities.

Leased department income consisted primarily of commissions from a principal licensed department of an upscale women's apparel vendor located in certain stores. By August 1, 2020, our agreement with this principal licensed department had been terminated. We expect future leased department income to be minimal.

Gross Profit
 
(in thousands of dollars)August 1, 2020August 3, 2019$ Change% Change
Gross profit:    
Three months ended    
Retail operations segment$277,407 $395,137 $(117,730)(29.8)%
Construction segment1,790 (288)2,078 721.5 
Total gross profit$279,197 $394,849 $(115,652)(29.3)%
Six months ended    
Retail operations segment$373,441 $931,508 $(558,067)(59.9)%
Construction segment3,942 1,015 2,927 288.4 
Total gross profit$377,383 $932,523 $(555,140)(59.5)%

 Three Months EndedSix Months Ended
 August 1, 2020August 3, 2019August 1, 2020August 3, 2019
Gross profit as a percentage of segment net sales:
    
Retail operations segment31.1 %28.7 %22.7 %33.3 %
Construction segment6.9 (0.6)6.4 1.1 
Total gross profit as a percentage of net sales30.4 27.7 22.1 32.2 
 
Gross profit, as a percentage of sales, increased to 30.4% from 27.7% during the three months ended August 1, 2020 compared to the three months ended August 3, 2019, respectively.
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Gross profit from retail operations, as a percentage of sales, increased to 31.1% from 28.7% during the three months ended August 1, 2020 compared to the three months ended August 3, 2019 primarily due to decreased markdowns. Gross margin increased significantly in ladies' accessories and lingerie, men's apparel and accessories, junior's and children's apparel and home and furniture. Gross margin decreased slightly in cosmetics, decreased moderately in shoes and decreased significantly in ladies' apparel.

Gross profit from the construction segment increased 752 basis points of construction sales for the three months ended August 1, 2020 compared to the three months ended August 3, 2019, respectively.

Gross profit, as a percentage of sales, decreased to 22.1% from 32.2% during the six months ended August 1, 2020 compared to the six months ended August 3, 2019.

Gross profit from retail operations, as a percentage of sales, decreased to 22.7% from 33.3% during the six months ended August 1, 2020 compared to the six months ended August 3, 2019 primarily due to increased markdowns taken as a result of the impact of the COVID-19 pandemic. Gross margin decreased significantly in ladies' apparel, shoes, men's apparel and accessories and junior's and children's apparel. Gross margin decreased moderately in cosmetics while remaining essentially flat in ladies' accessories and lingerie. Gross margin increased significantly in home and furniture.

Gross profit from the construction segment increased 533 basis points of construction sales for the six months ended August 1, 2020 compared to the six months ended August 3, 2019, respectively.

Inventory decreased 20% in total as of August 1, 2020 compared to August 3, 2019.  A 1% change in the dollar amount of markdowns would have impacted the net loss by approximately $2 million and $4 million for the three and six months ended August 1, 2020, respectively.

Selling, General and Administrative Expenses (“SG&A”)
 
(in thousands of dollars)August 1, 2020August 3, 2019$ Change% Change
SG&A:    
Three months ended    
Retail operations segment$265,801 $407,589 $(141,788)(34.8)%
Construction segment1,261 1,536 (275)(17.9)
Total SG&A$267,062 $409,125 $(142,063)(34.7)%
Six months ended    
Retail operations segment$554,358 $810,881 $(256,523)(31.6)%
Construction segment3,150 3,404 (254)(7.5)
Total SG&A$557,508 $814,285 $(256,777)(31.5)%

 Three Months EndedSix Months Ended
 August 1, 2020August 3, 2019August 1, 2020August 3, 2019
SG&A as a percentage of segment net sales:    
Retail operations segment29.8 %29.6 %33.7 %29.0 %
Construction segment4.9 3.2 5.1 3.6 
Total SG&A as a percentage of net sales29.1 28.7 32.7 28.2 
 
SG&A decreased by $142.1 million and increased 39 basis points of net sales during the three months ended August 1, 2020 compared to the three months ended August 3, 2019.  SG&A from retail operations decreased by $141.8 million and increased 19 basis points of net sales during the three months ended August 1, 2020 compared to the three months ended August 3, 2019. The decrease in SG&A dollars was primarily due to decreases in payroll expense. Payroll expense for the three months ended August 1, 2020 was $155.9 million compared to $262.7 million for the three months ended August 3, 2019, a decline of 41%.

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SG&A decreased by $256.8 million and increased 454 basis points of net sales during the six months ended August 1, 2020 compared to the six months ended August 3, 2019. SG&A from retail operations decreased by $256.5 million and increased 475 basis points of net sales during the six months ended August 1, 2020 compared to the six months ended August 3, 2019. The decrease in SG&A dollars was primarily due to decreases in payroll expense. Payroll expense for the six months ended August 1, 2020 was $324.4 million compared to $520.2 million for the six months ended August 3, 2019, a decline of 38%. The Company furloughed store associates as stores closed due to the COVID-19 pandemic. Additionally, furlough actions were implemented in certain corporate and support facility functions. During the six months ended August 1, 2020, the Company was able to reduce payroll expense and related benefits by $6.1 million through the employee retention credit available under the CARES Act.

Depreciation and Amortization
 
(in thousands of dollars)August 1, 2020August 3, 2019$ Change% Change
Depreciation and amortization:    
Three months ended    
Retail operations segment$50,784 $54,207 $(3,423)(6.3)%
Construction segment167 176 (9)(5.1)
Total depreciation and amortization$50,951 $54,383 $(3,432)(6.3)%
Six months ended    
Retail operations segment$101,516 $106,401 $(4,885)(4.6)%
Construction segment336 346 (10)(2.9)
Total depreciation and amortization$101,852 $106,747 $(4,895)(4.6)%

Depreciation and amortization expense decreased $3.4 million and $4.9 million during the three and six months ended August 1, 2020 compared to the three and six months ended August 3, 2019, primarily due to the timing and composition of capital expenditures.

Interest and Debt Expense, Net
(in thousands of dollars)August 1, 2020August 3, 2019$ Change% Change
Interest and debt expense (income), net:    
Three months ended    
Retail operations segment$12,885 $12,278 $607 4.9 %
Construction segment(12)(30)18 60.0 
Total interest and debt expense, net$12,873 $12,248 $625 5.1 %
Six months ended    
Retail operations segment$25,176 $23,542 $1,634 6.9 %
Construction segment(33)(57)24 42.1 
Total interest and debt expense, net$25,143 $23,485 $1,658 7.1 %
 
Net interest and debt expense increased $0.6 million and $1.7 million during the three and six months ended August 1, 2020 compared to the three and six months ended August 3, 2019, respectively, primarily due to an increase of short term borrowings under the credit facility. Total weighted average debt increased by $87.3 million and $162.6 million during the three and six months ended August 1, 2020, respectively, compared to the three and six months ended August 3, 2019 primarily due to the increase of short term borrowings.






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Loss (Gain) on Disposal of Assets
(in thousands of dollars)August 1, 2020August 3, 2019$ Change
Loss (gain) on disposal of assets:   
Three months ended   
Retail operations segment$45 $(4,899)$4,944 
Construction segment(12)(1)(11)
Total loss (gain) on disposal of assets$33 $(4,900)$4,933 
Six months ended   
Retail operations segment$27 $(12,299)$12,326 
Construction segment(13)(1)(12)
Total loss (gain) on disposal of assets$14 $(12,300)$12,314 

During the three months ended August 3, 2019, the Company recorded proceeds of $8.6 million primarily from the sale of one store location in Cary, North Carolina, resulting in a gain of $4.9 million that was recorded in loss (gain) on disposal of assets.

During the six months ended August 3, 2019, the Company recorded proceeds of $22.0 million primarily from the sale of three store locations in Cary, North Carolina, Boardman, Ohio and Boynton Beach, Florida, resulting in a gain of $12.3 million that was recorded in loss (gain) on disposal of assets.

Income Taxes

The Company expects to be in a net operating loss position for the fiscal year. The CARES Act, signed into law on March 27, 2020, allows for net operating loss carryback to years in which the statutory federal tax rate was 35% rather than the current 21%. The Company’s estimated federal and state effective income tax rate was approximately 74.3% and 34.8% for the three and six months ended August 1, 2020, respectively. During the three and six months ended August 1, 2020, income tax benefit differed from what would be computed using the current statutory federal tax rate of 21% primarily due to the recognition of a net tax benefit of $17.4 million and $32.1 million, respectively, related to the rate differential in the carryback year. Income tax benefit for the three and six months also included the effects of federal tax credits and state and local income taxes.

The Company’s estimated federal and state effective income tax rate was approximately 22.0% for the three and six months ended August 3, 2019. During the three and six months ended August 3, 2019, income taxes differed from what would be computed using the statutory federal tax rate primarily due to the effects of federal tax credits and state and local income taxes.

Due to uncertainty relating to the impacts of COVID-19 on the Company’s business operations, the Company is not providing an expected fiscal 2020 federal and state effective income tax rate.

FINANCIAL CONDITION
 
A summary of net cash flows for the six months ended August 1, 2020 and August 3, 2019 follows: 
 Six Months Ended 
(in thousands of dollars)August 1, 2020August 3, 2019$ Change
Operating Activities$(294,509)$(18,580)$(275,929)
Investing Activities(38,084)(15,547)(22,537)
Financing Activities138,384 45,876 92,508 
Total (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash$(194,209)$11,749 $(205,958)
 
Net cash flows from operations decreased $275.9 million during the six months ended August 1, 2020 compared to the six months ended August 3, 2019 due to significant decreases in net income, primarily due to decreases in sales, and changes in working capital.

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The Company took a number of actions to enhance liquidity during the six months ended August 1, 2020 as the COVID-19 pandemic progressed, including the following:

Extended vendor payment terms during the first quarter but restored most vendors to standard payment terms by August 1, 2020
Canceled, suspended and significantly delayed merchandise shipments
Reduced merchandise purchases during the first and second quarters by 33% and 62%, respectively
Reviewed and reduced discretionary operating and capital expenditures
Reduced payroll expense
Executed aggressive promotional markdowns to clear inventory

Wells Fargo owns and manages the Dillard's private label cards under the Wells Fargo Alliance. Under the Wells Fargo Alliance, Wells Fargo establishes and owns private label card accounts for our customers, retains the benefits and risks associated with the ownership of the accounts, provides key customer service functions, including new account openings, transaction authorization, billing adjustments and customer inquiries, receives the finance charge income and incurs the bad debts associated with those accounts.

Pursuant to the Wells Fargo Alliance, we receive on-going cash compensation from Wells Fargo based upon the portfolio's earnings. The compensation received from the portfolio is determined monthly and has no recourse provisions. The amount the Company receives is dependent on the level of sales on Wells Fargo accounts, the level of balances carried on Wells Fargo accounts by Wells Fargo customers, payment rates on Wells Fargo accounts, finance charge rates and other fees on Wells Fargo accounts, the level of credit losses for the Wells Fargo accounts as well as Wells Fargo's ability to extend credit to our customers. We participate in the marketing of the private label cards, which includes the cost of customer reward programs. The Wells Fargo Alliance expires in fiscal 2024.

The Company received income of $35.5 million and $42.3 million from the Wells Fargo Alliance during the six months ended August 1, 2020 and August 3, 2019, respectively. The Company is unable to quantify the impact of the COVID-19 pandemic on the portfolio's earnings and the on-going cash compensation from the Wells Fargo Alliance.
 
Capital expenditures were $38.6 million and $38.0 million for the six months ended August 1, 2020 and August 3, 2019, respectively. The capital expenditures were primarily related to equipment purchases and the remodeling of existing stores during the current year. 

During the six months ended August 3, 2019, the Company received cash proceeds of $22.0 million and recorded a related gain of $12.3 million for the sale of three store locations in Boardman, Ohio, Boynton Beach, Florida and Cary, North Carolina. The proceeds from the Boardman, Ohio store and Cary, North Carolina store sales were being held in escrow for the acquisition of replacement property under like-kind exchange agreements. The escrow accounts were administered by an intermediary. Pursuant to the like-kind exchange agreements, the cash was restricted for a maximum of 180 days from the date of the property sale pending the acquisition of replacement property. As of August 3, 2019, the acquisitions of replacement properties had not yet occurred; therefore, the proceeds were classified as restricted cash on the condensed consolidated balance sheet.

During the six months ended August 1, 2020, the Company opened an 85,000 square foot expansion at Columbia Mall in Columbia, Missouri (dual-anchor location totaling 185,000 square feet). Additionally, the Company replaced a 100,000 square foot leased facility at Richland Fashion Mall in Waco, Texas with a 125,000 square foot owned facility (dual-anchor location totaling 190,000 square feet).

During the six months ended August 1, 2020, we permanently closed the locations at Central Mall in Lawton, Oklahoma (100,000 square feet); Crossroads Center in Waterloo, Iowa (150,000 square feet); and North Plains Mall in Clovis, New Mexico (62,000 square feet). We remain committed to closing under-performing stores where appropriate and may incur future closing costs related to such stores when they close.

The Company had cash on hand of $82.9 million as of August 1, 2020.  As part of our overall liquidity management strategy and for peak working capital requirements, the Company maintained an unsecured credit facility that provided a borrowing capacity of $800 million with a $200 million expansion option ("credit agreement") until the credit agreement was amended in April 2020 (the "amended credit agreement"). After giving effect to the amendment, the amended credit agreement became secured by certain deposit accounts of the Company and certain inventory of certain subsidiaries. The amended credit agreement is available to the Company for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The rate of interest on borrowings under the amended credit agreement is the greater of LIBOR or 1.0%
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plus 1.750%, and the commitment fee for unused borrowings is 0.30% per annum. So long as availability exceeds $100 million and no event of default occurs and is continuing, there are no financial covenant requirements under the amended credit agreement.  The Company paid $3.0 million in issuance costs related to the amended credit agreement, which were recorded in other assets on the condensed consolidated balance sheet.

As part of the Company's liquidity strategy during the COVID-19 pandemic, in March 2020, the Company borrowed $779 million under the credit agreement, which was repaid concurrent with the execution of the amended credit agreement. At August 1, 2020, borrowings of $229.6 million were outstanding, and letters of credit totaling $21.0 million were issued under the amended credit agreement leaving unutilized availability under the credit facility of $447.0 million. The weighted average interest rate under the credit agreement for the borrowings outstanding at August 1, 2020 was 2.75%.

During the six months ended August 1, 2020, the Company repurchased 1.6 million shares of Class A Common Stock at an average price of $47.99 per share for $76.1 million (including the accrual of $3.0 million of share repurchases that had not settled as of August 1, 2020) under the Company's March 2018 Plan. Additionally, the Company paid $7.3 million for share repurchases that had not yet settled but were accrued at February 1, 2020. During the six months ended August 3, 2019, the Company repurchased 1.1 million shares of Class A Common Stock at an average price of $62.27 per share for $66.3 million under the Company's March 2018 Plan. At August 1, 2020, $192.6 million of authorization remained under the March 2018 Plan. The ultimate disposition of the repurchased stock has not been determined.
The COVID-19 pandemic has had a significant negative effect on the Company's liquidity and net sales. Due to heightened uncertainty relating to the impacts of COVID-19 on the Company’s business operations, including the duration and impact on overall customer demand, our liquidity, net sales and profitability may be further impacted if we are unable to appropriately manage our inventory levels and expenses.
The Company expects to finance its operations during fiscal 2020 from cash on hand, cash flows generated from operations and utilization of the credit facility. Depending upon our actual and anticipated sources and uses of liquidity, the Company will from time to time consider other possible financing transactions, the proceeds of which could be used to fund working capital or for other corporate purposes.
There have been no material changes in the information set forth under caption “Contractual Obligations and Commercial Commitments” in Item 7,  Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020.
 
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OFF-BALANCE-SHEET ARRANGEMENTS
 
The Company has not created, and is not party to, any special-purpose entities or off-balance-sheet arrangements for the purpose of raising capital, incurring debt or operating the Company’s business.  The Company does not have any off-balance-sheet arrangements or relationships that are reasonably likely to materially affect the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or the availability of capital resources.
 

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NEW ACCOUNTING STANDARDS
 
For information with respect to new accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2, Accounting Standards, in the "Notes to Condensed Consolidated Financial Statements," in Part I, Item I hereof.
 
FORWARD-LOOKING INFORMATION
 
This report contains certain forward-looking statements.  The following are or may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995:  (a) statements including words such as “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” or the negative or other variations thereof; (b) statements regarding matters that are not historical facts; and (c) statements about the Company’s future occurrences, plans and objectives, including statements regarding management’s expectations and forecasts for the remainder of fiscal 2020 and beyond, statements concerning the opening of new stores or the closing of existing stores, statements concerning capital expenditures and sources of liquidity, statements concerning share repurchases, statements concerning pension contributions, statements regarding the expected phase out of LIBOR and statements concerning estimated taxes. The Company cautions that forward-looking statements contained in this report are based on estimates, projections, beliefs and assumptions of management and information available to management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of those factors include (without limitation) the COVID-19 pandemic and its effects on public health, our supply chain, the health and well-being of our employees and customers, and the retail industry in general; other general retail industry conditions and macro-economic conditions; economic and weather conditions for regions in which the Company’s stores are located and the effect of these factors on the buying patterns of the Company’s customers, including the effect of changes in prices and availability of oil and natural gas; the availability of consumer credit; the impact of competitive pressures in the department store industry and other retail channels including specialty, off-price, discount and Internet retailers; changes in consumer spending patterns, debt levels and their ability to meet credit obligations; changes in tax legislation; changes in legislation, affecting such matters as the cost of employee benefits or credit card income; adequate and stable availability and pricing of materials, production facilities and labor from which the Company sources its merchandise; changes in operating expenses, including employee wages, commission structures and related benefits; system failures or data security breaches; possible future acquisitions of store properties from other department store operators; the continued availability of financing in amounts and at the terms necessary to support the Company’s future business; fluctuations in LIBOR and other base borrowing rates; the elimination of LIBOR; potential disruption from terrorist activity and the effect on ongoing consumer confidence; other epidemic, pandemic or public health issues; potential disruption of international trade and supply chain efficiencies; any government-ordered restrictions on the movement of the general public or the mandated or voluntary closing of retail stores in response to the COVID-19 pandemic; world conflict and the possible impact on consumer spending patterns and other economic and demographic changes of similar or dissimilar nature. The Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended February 1, 2020, contain other information on factors that may affect financial results or cause actual results to differ materially from forward-looking statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
There have been no material changes in the information set forth under caption “Item 7A-Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020.
 
Item 4.  Controls and Procedures
 
The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).  The Company’s management, with the participation of our Principal Executive Officer and Co-Principal Financial Officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report, and based on that evaluation, the Company’s Principal Executive Officer and Co-Principal Financial Officers have concluded that these disclosure controls and procedures were effective.
 
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended August 1, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II.  OTHER INFORMATION
 
Item 1.  Legal Proceedings
 
From time to time, the Company is involved in litigation relating to claims arising out of the Company’s operations in the normal course of business.  This may include litigation with customers, employment related lawsuits, class action lawsuits, purported class action lawsuits and actions brought by governmental authorities.  As of September 4, 2020, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.
 
Item 1A.  Risk Factors

 "Item 1A, Risk Factors" in our Annual Report on Form 10-K for the year ended February 1, 2020, as filed with the Securities Exchange Commission on March 31, 2020 includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report on Form 10-K. The effects of the events and circumstances described in the following risk factor may have the additional effect of heightening many of the risks noted in our Annual Report on Form 10-K. Otherwise, except as presented below, there have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended February 1, 2020, as filed with the Securities Exchange Commission on March 31, 2020.

The COVID-19 pandemic and its effects on public health, our supply chain, the health and well-being of our employees and customers, and the retail industry in general, has had, and could continue to have, a material adverse effect on our business, financial condition and results of operations.
In December 2019, a strain of coronavirus, now known as COVID-19, was reported to have surfaced in Wuhan, China. Since that time, the virus has rapidly spread to other countries around the world, including the United States. In response to the pandemic, national and local governments, including those in the regions in which we operate, have taken various measures to attempt to slow the spread of the virus, including travel bans; prohibitions on group events and large gatherings; extended shutdowns of schools, government offices and certain businesses; curfews and recommendations to practice “social distancing.” Accordingly, the Company began closing its stores on March 19, 2020, and all 285 store locations were temporarily closed by April 9, 2020.
The Company has reopened all stores as of June 2, 2020. Stores are operating at reduced hours and implementing certain safety measures to ensure the safety of our customers and associates, which may have the effect of discouraging shopping or limiting the occupancy of our stores. These measures, and any additional measures that have been and may continue to be taken in response to the COVID-19 pandemic, have substantially decreased and may continue to decrease, the number of customers that visit our stores and the shopping malls in which our stores are located, which has had, and will likely continue to have a material adverse effect on our business, financial condition and results of operations. At this time, it is unclear how long these measures may remain in place, what additional measures may be imposed, or when our operations will be restored to the levels that existed prior to the COVID-19 pandemic.
In addition, our business depends on consumer discretionary spending, and as such, our results are particularly sensitive to economic conditions and consumer confidence. COVID-19 has significantly impacted economic conditions, resulting in, among other things, unprecedented increases in the number of people seeking jobless benefits and a significant decline in global financial markets. As a result, even when all of our store locations are fully operational, there can be no guarantee that our revenue will return to its pre-COVID-19 levels.
The Company sources a significant portion of its private label and exclusive brand merchandise from countries that have experienced widespread transmission of the virus, including China. Additionally, many of the Company’s branded merchandise vendors may also source a significant portion of their merchandise from these same countries. Manufacturing capacity in those countries has been materially impacted by the pandemic, which has negatively impacted our supply chain. If this continues, we cannot guarantee that we will be able to locate alternative sources of supply for our merchandise on acceptable terms, or at all. If we are unable to adequately source our merchandise or purchase appropriate amounts of merchandise from branded vendors, our business and results of operations may be materially and adversely affected.
Additionally, in the event that the Company were to experience widespread transmission of the virus at one or more of the Company’s stores or other facilities, the Company could suffer reputational harm or other potential liability. Further, the
32

Table of Contents
Company’s business operations may be materially and adversely affected if a significant number of the Company’s employees are impacted by the virus
33

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

(c) Purchases of Equity Securities
Issuer Purchases of Equity Securities
Period(a) Total Number of Shares Purchased(b) Average Price Paid per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
May 3, 2020 through May 30, 2020 $  $206,852,235 
May 31, 2020 through July 4, 2020   206,852,235 
July 5, 2020 through August 1, 2020586,851 24.31 586,851 192,584,114 
Total586,851 $24.31 586,851 $192,584,114 

In March 2018, the Company's Board of Directors authorized the repurchase of up to $500 million of the Company's Class A Common Stock under an open-ended stock repurchase plan ("March 2018 Plan"). This repurchase plan permits the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 or through privately negotiated transactions. The March 2018 Plan has no expiration date.
During the three months ended August 1, 2020, the Company repurchased 0.6 million shares totaling $14.3 million. As of August 1, 2020, $192.6 million of authorization remained under the March 2018 Plan. Reference is made to the discussion in Note 8, Stock Repurchase Program, in the “Notes to Condensed Consolidated Financial Statements” in Part I of this Quarterly Report on Form 10-Q, which information is incorporated by reference herein.

34

Table of Contents

Item 6.  Exhibits
 
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
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


 
35

Table of Contents
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:September 4, 2020 /s/ Phillip R. Watts
   Phillip R. Watts
  
Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer
  
/s/ Chris B. Johnson
Chris B. Johnson
Senior Vice President and Co-Principal Financial Officer

36
Document

Exhibit 31.1
 
CERTIFICATIONS
 
I, William Dillard, II, certify that:
 
1.         I have reviewed this quarterly report on Form 10-Q of Dillard’s, Inc.;
 
2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.         The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)                   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)                   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)                    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)                   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.         The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)                   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)                   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:September 4, 2020 
  
 /s/ William Dillard, II
 William Dillard, II
 Chairman of the Board and Chief Executive Officer


Document

Exhibit 31.2
 
CERTIFICATIONS
 
I, Phillip R. Watts, certify that:
 
1.         I have reviewed this quarterly report on Form 10-Q of Dillard’s, Inc.;
 
2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.         The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)                   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)                   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)                    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)                   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.         The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)                   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)                   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:September 4, 2020 
  
 /s/ Phillip R. Watts
 Phillip R. Watts
 Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer

Document

Exhibit 31.3
 
CERTIFICATIONS
 
I, Chris B. Johnson, certify that:
 
1.         I have reviewed this quarterly report on Form 10-Q of Dillard’s, Inc.;
 
2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.         The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)                   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)                   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)                    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)                   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.         The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)                   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)                   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:September 4, 2020 
  
 /s/ Chris B. Johnson
 Chris B. Johnson
 Senior Vice President and Co-Principal Financial Officer

Document

Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Dillard’s, Inc. (the “Company”) on Form 10-Q for the period ended August 1, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Dillard, II, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)        The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
 
(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date:September 4, 2020 
  
 /s/ William Dillard, II
 William Dillard, II
 Chairman of the Board and
Chief Executive Officer



Document

Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Dillard’s, Inc. (the “Company”) on Form 10-Q for the period ended August 1, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Phillip R. Watts, Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer, of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)        The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
 
(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date:September 4, 2020 
 
 /s/ Phillip R. Watts
 Phillip R. Watts
 Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer


Document

Exhibit 32.3
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Dillard’s, Inc. (the “Company”) on Form 10-Q for the period ended August 1, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chris B. Johnson, Senior Vice President and Co-Principal Financial Officer, of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)        The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
 
(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date:September 4, 2020 
  
 /s/ Chris B. Johnson
 Chris B. Johnson
 Senior Vice President and Co-Principal Financial Officer


v3.20.2
Cover Page - shares
6 Months Ended
Aug. 01, 2020
Aug. 29, 2020
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Aug. 01, 2020  
Document Transition Report false  
Entity File Number 1-6140  
Entity Registrant Name DILLARD’S, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 71-0388071  
Entity Address, Address Line One 1600 CANTRELL ROAD  
Entity Address, City or Town LITTLE ROCK  
Entity Address, State or Province AR  
Entity Address, Postal Zip Code 72201  
City Area Code 501  
Local Phone Number 376-5200  
Title of 12(b) Security Class A Common Stock  
Trading Symbol DDS  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Central Index Key 0000028917  
Entity Shell Company false  
Amendment Flag false  
Current Fiscal Year End Date --01-30  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Common Stock Class A    
Entity Common Stock, Shares Outstanding   18,366,790
Common Stock Class B    
Entity Common Stock, Shares Outstanding   4,010,401
v3.20.2
Recently Issued Accounting Standards
6 Months Ended
Aug. 01, 2020
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
Recently Issued Accounting Standards Accounting Standards
 
Recently Issued Accounting Pronouncements

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments within ASU No. 2019-12 are effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The Company is currently assessing the impact of this update on its consolidated financial statements.
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Current assets:      
Cash and cash equivalents $ 82,868 $ 277,077 $ 118,108
Restricted cash 0 0 17,150
Accounts receivable 28,631 46,160 51,946
Merchandise inventories 1,283,141 1,465,007 1,603,031
Income Taxes Receivable, Current 85,658 0 0
Other current assets 65,758 59,838 77,646
Total current assets 1,546,056 1,848,082 1,867,881
Operating Lease, Right-of-Use Asset 44,091 47,924 52,608
Deferred Tax Assets, Operating Loss Carryforwards 23,289   0
Property and equipment (net of accumulated depreciation and amortization of $2,434,355, $2,336,728 and $2,305,588 respectively) 1,394,237 1,458,176 1,512,256
Other assets 75,563 76,075 79,334
Total assets 3,083,236 3,430,257 3,512,079
Current liabilities:      
Trade accounts payable and accrued expenses 586,865 892,789 867,534
Current portion of finance lease liabilities 986 1,219 1,082
Operating Lease, Liability, Current 13,758 14,654 15,701
Other Short-term Borrowings 229,600 0 117,900
Accrued Income Taxes, Current 0 22,158 4,015
Total current liabilities 831,209 930,820 1,006,232
Long-term debt 365,779 365,709 365,639
Finance lease liabilities 356 695 1,342
Operating Lease, Liability, Noncurrent 30,051 32,683 36,407
Other liabilities 284,527 273,601 242,281
Deferred Tax Liabilities, Other 0 3,490 14,334
Subordinated debentures 200,000 200,000 200,000
Commitments and contingencies  
Stockholders’ equity:      
Common stock 1,240 1,239 1,239
Additional paid-in capital 952,522 951,726 949,846
Accumulated other comprehensive loss (30,198) (31,059) (12,809)
Retained earnings 4,378,988 4,556,494 4,490,759
Less treasury stock, at cost (3,931,238) (3,855,141) (3,783,191)
Total stockholders’ equity 1,371,314 1,623,259 1,645,844
Total liabilities and stockholders’ equity 3,083,236 3,430,257 3,512,079
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents $ 82,868 $ 277,077 $ 135,258
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Statement of Financial Position [Abstract]      
Property and equipment, accumulated depreciation and amortization $ 2,434,355 $ 2,236,728 $ 2,305,588
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Income Statement [Abstract]        
Revenue from Contracts with Customers $ 919,044 $ 1,426,863 $ 1,705,699 $ 2,892,304
Service charges and other income 26,139 31,982 61,060 64,476
Total net sales, service charges and other income 945,183 1,458,845 1,766,759 2,956,780
Cost of sales 639,847 1,032,014 1,328,316 1,959,781
Selling, General and Administrative Expense 267,062 409,125 557,508 814,285
Depreciation and amortization 50,951 54,383 101,852 106,747
Rentals 5,639 6,209 11,189 12,327
Interest Expense 12,873 12,248 25,143 23,485
Other expense 2,104 1,917 4,208 3,834
Loss (gain) on disposal of assets 33 (4,900) 14 (12,300)
(Loss) income before income taxes (33,326) (52,151) (261,471) 48,621
Income taxes (benefit) (24,760) (11,480) (90,930) 10,690
Net Income $ (8,566) $ (40,671) $ (170,541) $ 37,931
(Loss) earnings per share:        
Earnings Per Share, Basic and Diluted $ (0.37) $ (1.59) $ (7.33) $ 1.46
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Statement of Comprehensive Income [Abstract]        
Net Income $ (8,566) $ (40,671) $ (170,541) $ 37,931
Other comprehensive income:        
Amortization of retirement plan and other retiree benefit adjustments (net of tax of $138, $0, $276, and $0, respectively) 430 0 861 0
Comprehensive (loss) income $ (8,136) $ (40,671) $ (169,680) $ 37,931
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Statement of Comprehensive Income [Abstract]        
Amortization of retirement plan and other retiree benefit adjustments, tax $ 138 $ 0 $ 276 $ 0
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock [Member]
Common Stock [Member]
Common stock Class A
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Reclassification out of Accumulated Other Comprehensive Income [Member]
Balance at Feb. 02, 2019 $ 1,678,381 $ 1,239   $ (3,716,890) $ 948,835 $ 4,458,006 $ (12,809)
Increase (Decrease) in Stockholders' Equity              
Net Income 37,931         37,931  
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 0            
Stock Issued During Period, Value, Share-based Compensation, Gross 1,011       1,011    
Purchase of 586,851 and 818,585 during the three months ended and 1,585,593 and 1,064,743 during the six months ended August 1, 2020 and August 3, 2019, respectively (66,301)     (66,301)      
Cash dividends declared:              
Common Stock, $0.15 per share and $0.10 per share for the three months ended and $0.30 per share and $0.20 per share for the six months ended August 1, 2020 and August 3, 2019, respectively, (5,178)         (5,178)  
Balance at Aug. 03, 2019 1,645,844 1,239   (3,783,191) 949,846 4,490,759 (12,809)
Balance at May. 04, 2019 1,736,908 1,239   (3,734,330) 948,835 4,533,973 (12,809)
Increase (Decrease) in Stockholders' Equity              
Net Income (40,671)         (40,671)  
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 0            
Stock Issued During Period, Value, Share-based Compensation, Gross 1,011       1,011    
Purchase of 586,851 and 818,585 during the three months ended and 1,585,593 and 1,064,743 during the six months ended August 1, 2020 and August 3, 2019, respectively (48,861)     (48,861)      
Cash dividends declared:              
Common Stock, $0.15 per share and $0.10 per share for the three months ended and $0.30 per share and $0.20 per share for the six months ended August 1, 2020 and August 3, 2019, respectively, (2,543)         (2,543)  
Balance at Aug. 03, 2019 1,645,844 1,239   (3,783,191) 949,846 4,490,759 (12,809)
Balance at Feb. 01, 2020 1,623,259 1,239   (3,855,141) 951,726 4,556,494 (31,059)
Increase (Decrease) in Stockholders' Equity              
Net Income (170,541)         (170,541)  
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax (861)            
Other Comprehensive Income (Loss), Net of Tax 861           861
Stock Issued During Period, Value, Share-based Compensation, Gross 797   $ 1   796    
Purchase of 586,851 and 818,585 during the three months ended and 1,585,593 and 1,064,743 during the six months ended August 1, 2020 and August 3, 2019, respectively (76,097)     (76,097)      
Cash dividends declared:              
Common Stock, $0.15 per share and $0.10 per share for the three months ended and $0.30 per share and $0.20 per share for the six months ended August 1, 2020 and August 3, 2019, respectively, (6,965)         (6,965)  
Balance at Aug. 01, 2020 1,371,314 1,240   (3,931,238) 952,522 4,378,988 (30,198)
Balance at May. 02, 2020 1,396,406 1,239   (3,916,970) 951,726 4,391,039 (30,628)
Increase (Decrease) in Stockholders' Equity              
Net Income (8,566)         (8,566)  
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax (430)            
Other Comprehensive Income (Loss), Net of Tax 430           430
Stock Issued During Period, Value, Share-based Compensation, Gross 797   $ 1   796    
Purchase of 586,851 and 818,585 during the three months ended and 1,585,593 and 1,064,743 during the six months ended August 1, 2020 and August 3, 2019, respectively (14,268)     (14,268)      
Cash dividends declared:              
Common Stock, $0.15 per share and $0.10 per share for the three months ended and $0.30 per share and $0.20 per share for the six months ended August 1, 2020 and August 3, 2019, respectively, (3,485)         (3,485)  
Balance at Aug. 01, 2020 $ 1,371,314 $ 1,240   $ (3,931,238) $ 952,522 $ 4,378,988 $ (30,198)
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY [Abstract]        
Treasury Stock, Shares, Acquired 586,851 818,585 1,585,593 1,064,743
Common Stock, Dividends, Per Share, Declared $ 0.15 $ 0.10 $ 0.30 $ 0.20
Stock Issued During Period, Shares, Share-based Compensation, Gross 32,000 17,600 32,000 17,600
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Operating activities:    
Net Income $ (170,541) $ 37,931
Adjustments to reconcile net (loss) income to net cash used in operating activities:    
Gain on disposal of assets, excluding insurance gain (14) 12,300
Depreciation and amortization of property and other deferred costs 103,140 107,740
Changes in operating assets and liabilities:    
Decrease (increase) in accounts receivable 17,529 (2,093)
Decrease (increase) in merchandise inventories 181,866 (74,614)
Increase in other current assets (5,148) (7,882)
Increase in other assets (124) (8,362)
Decrease in trade accounts payable and accrued expenses and other liabilities (290,268) (52,746)
Decrease in income taxes (130,977) (6,254)
Net cash used in operating activities (294,509) (18,580)
Investing activities:    
Purchases of property and equipment and capitalized software (38,607) (38,049)
Proceeds from disposal of assets 308 21,997
Proceeds from Equity Method Investment, Distribution, Return of Capital 215 505
Net cash used in investing activities (38,084) (15,547)
Financing activities:    
Principal payments on long-term debt and finance lease liabilities (572) (456)
Payments of Financing Costs 3,001 0
Proceeds from (Repayments of) Lines of Credit 229,600 117,900
Cash dividends paid (7,185) (5,267)
Purchase of treasury stock (80,458) (66,301)
Net cash provided by financing activities 138,384 45,876
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect (194,209) 11,749
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents 82,868 135,258
Non-cash transactions:    
Accrued capital expenditures 7,994 4,811
Accrued treasury stock purchases 2,962 0
Stock Issued 797 1,011
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability $ 4,084 $ 4,601
v3.20.2
Basis of Presentation
6 Months Ended
Aug. 01, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
 
The accompanying unaudited interim condensed consolidated financial statements of Dillard’s, Inc. (the “Company”) have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”).  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and six months ended August 1, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending January 30, 2021 due to, among other factors, the seasonal nature of the business and the COVID-19 pandemic.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 filed with the SEC on March 31, 2020.

Restricted Cash - Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition of replacement property under like-kind exchange agreements. The escrow accounts are administered by an intermediary. Pursuant to the like-kind exchange agreements, the cash remains restricted for a maximum of 180 days from the date of the property sale pending the acquisition of replacement property.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.
(in thousands)August 1,
2020
August 3,
2019
Cash and cash equivalents$82,868 $118,108 
Restricted cash  17,150 
Total cash, cash equivalents and restricted cash $82,868 $135,258 

COVID-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and the world. The effects of the COVID-19 pandemic have had and continue to have a significant impact on the Company's business, results of operations and financial position. At present, the COVID-19 pandemic has had a significant negative effect on the Company's liquidity and net sales. Due to heightened uncertainty relating to the impacts of COVID-19 on the Company’s business operations, including the duration and impact on overall customer demand, our liquidity, net sales and profitability may be further impacted if we are unable to appropriately manage our inventory levels and expenses.

The Company began closing stores on March 19, 2020 as mandated by state and local governments, and by April 9, 2020, all 285 store locations were temporarily closed. The Company began re-opening stores on May 5, 2020, and by June 2, 2020, all stores had been re-opened using the Centers for Disease Control and Prevention ("CDC") guidelines to promote a safe environment for our customers and employees. All stores remain open and operating at reduced hours with the exception of one location.
 
As part of the Company's liquidity strategy during the COVID-19 pandemic, in March 2020, the Company borrowed $779 million under the credit agreement, which was repaid concurrent with the execution of the amended credit agreement. At August 1, 2020, borrowings of $229.6 million were outstanding, and letters of credit totaling $21.0 million were issued under the amended credit agreement leaving unutilized availability under the facility of $447.0 million. See Note 7, Revolving Credit Agreement, for additional information. 

We assess the impairment of long-lived assets, primarily fixed assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We evaluated the effects of the COVID-19 pandemic on our business and determined that as of August 1, 2020, the carrying values of our property and equipment and operating lease assets were recoverable. Accordingly, no impairment charge was recorded for the six months ended August 1, 2020. We
will continue to monitor these factors and the impact of the COVID-19 pandemic on future periods and continue to assess these assets for impairment as needed.
v3.20.2
Business Segments
6 Months Ended
Aug. 01, 2020
Segment Reporting [Abstract]  
Business Segments Business Segments
 
The Company operates in two reportable segments:  the operation of retail department stores (“retail operations”) and a general contracting construction company (“construction”).
 
For the Company’s retail operations, the Company determined its operating segments on a store by store basis.  Each store’s operating performance has been aggregated into one reportable segment.  The Company’s operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas: economic characteristics, class of consumer, nature of products and distribution methods. Revenues from external customers are derived from merchandise sales, and the Company does not rely on any major customers as a source of revenue. Across all stores, the Company operates one store format under the Dillard’s name where each store offers the same general mix of merchandise with similar categories and similar customers.  The Company believes that disaggregating its operating segments would not provide meaningful additional information.
The following table summarizes the percentage of net sales by segment and major product line:
 Three Months EndedSix Months Ended
 August 1, 2020August 3, 2019August 1, 2020August 3, 2019
Retail operations segment  
Cosmetics14 %13 %14 %13 %
Ladies’ apparel21 24 21 24 
Ladies’ accessories and lingerie16 16 16 15 
Juniors’ and children’s apparel9 8 9 10 
Men’s apparel and accessories20 19 18 17 
Shoes13 14 14 15 
Home and furniture4 3 4 3 
 97 97 96 97 
Construction segment3 3 4 3 
Total100 %100 %100 %100 %
The following tables summarize certain segment information, including the reconciliation of those items to the Company’s consolidated operations: 
(in thousands of dollars)Retail
Operations
ConstructionConsolidated
Three Months Ended August 1, 2020:   
Net sales from external customers$893,216 $25,828 $919,044 
Gross profit 277,407 1,790 279,197 
Depreciation and amortization50,784 167 50,951 
Interest and debt expense (income), net12,885 (12)12,873 
(Loss) income before income taxes
(33,699)373 (33,326)
Total assets3,056,320 26,916 3,083,236 
Three Months Ended August 3, 2019:
Net sales from external customers$1,378,163 $48,700 $1,426,863 
Gross profit395,137 (288)394,849 
Depreciation and amortization54,207 176 54,383 
Interest and debt expense (income), net12,278 (30)12,248 
Loss before income taxes
(50,929)(1,222)(52,151)
Total assets3,463,087 48,992 3,512,079 
Six Months Ended August 1, 2020:
Net sales from external customers$1,644,243 $61,456 $1,705,699 
Gross profit373,441 3,942 377,383 
Depreciation and amortization101,516 336 101,852 
Interest and debt expense (income), net25,176 (33)25,143 
(Loss) income before income taxes
(262,366)895 (261,471)
Total assets3,056,320 26,916 3,083,236 
Six Months Ended August 3, 2019
Net sales from external customers$2,798,685 $93,619 $2,892,304 
Gross profit931,508 1,015 932,523 
Depreciation and amortization106,401 346 106,747 
Interest and debt expense (income), net23,542 (57)23,485 
Income (loss) before income taxes
49,799 (1,178)48,621 
Total assets3,463,087 48,992 3,512,079 
 
Intersegment construction revenues of $6.9 million and $6.2 million for the three months ended August 1, 2020 and August 3, 2019, respectively, and $18.3 million and $14.6 million for the six months ended August 1, 2020 and August 3, 2019, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.

The retail operations segment gives rise to contract liabilities through the loyalty program and through the issuances of gift cards. The loyalty program liability and a portion of the gift card liability is included in trade accounts payable and accrued expenses, and a portion of the gift card liability is included in other liabilities on the condensed consolidated balance sheets. Our retail operations segment contract liabilities are as follows:
Retail
(in thousands of dollars)August 1,
2020
February 1,
2020
August 3,
2019
February 2,
2019
Contract liabilities$58,186 $75,229 $63,041 $72,852 
During the six months ended August 1, 2020 and August 3, 2019, the Company recorded $29.8 million and $37.6 million, respectively, in revenue that was previously included in the retail operations contract liability balances of $75.2 million and $72.9 million, at February 1, 2020 and February 2, 2019, respectively.
Construction contracts give rise to accounts receivable, contract assets and contract liabilities. We record accounts receivable based on amounts expected to be collected from customers. We also record costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) in other current assets and trade accounts payable and accrued expenses in the condensed consolidated balance sheets, respectively. The amounts included in the condensed consolidated balance sheets are as follows:
Construction
(in thousands of dollars)August 1,
2020
February 1,
2020
August 3,
2019
February 2,
2019
Accounts receivable$19,222 $28,522 $36,276 $31,867 
Costs and estimated earnings in excess of billings on uncompleted contracts722 2,179 2,927 1,165 
Billings in excess of costs and estimated earnings on uncompleted contracts7,212 5,737 10,358 7,414 
During the six months ended August 1, 2020 and August 3, 2019, the Company recorded $4.7 million and $6.8 million, respectively, in revenue that was previously included in billings in excess of costs and estimated earnings on uncompleted contracts of $5.7 million and $7.4 million at February 1, 2020 and February 2, 2019, respectively.
The remaining performance obligations related to executed construction contracts totaled $127.0 million, $156.5 million and $108.4 million at August 1, 2020, February 1, 2020 and August 3, 2019, respectively.
v3.20.2
Earnings Per Share Data
6 Months Ended
Aug. 01, 2020
Earnings Per Share [Abstract]  
Earnings Per Share Data (Loss) Earnings Per Share Data
 
The following table sets forth the computation of basic and diluted (loss) earnings per share for the periods indicated (in thousands, except per share data). 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Net (loss) income$(8,566)$(40,671)$(170,541)$37,931 
Weighted average shares of common stock outstanding23,174 25,584 23,264 25,949 
Basic and diluted (loss) earnings per share$(0.37)$(1.59)$(7.33)$1.46 
 
The Company maintains a capital structure in which common stock is the only equity security issued and outstanding, and there were no shares of preferred stock, stock options, other dilutive securities or potentially dilutive securities issued or outstanding during the three and six months ended August 1, 2020 and August 3, 2019.
v3.20.2
Commitments and Contingencies
6 Months Ended
Aug. 01, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
 
Various legal proceedings, in the form of lawsuits and claims, which occur in the normal course of business, are pending against the Company and its subsidiaries.  In the opinion of management, disposition of these matters, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, cash flows or results of operations.
 
At August 1, 2020, letters of credit totaling $21.0 million were issued under the Company’s revolving credit facility. See Note 7, Revolving Credit Agreement, for additional information.
v3.20.2
Benefit Plans
6 Months Ended
Aug. 01, 2020
Retirement Benefits [Abstract]  
Benefit Plans Benefit Plans
 
The Company has an unfunded, nonqualified defined benefit plan (“Pension Plan”) for its officers.  The Pension Plan is noncontributory and provides benefits based on years of service and compensation during employment.  The Company determines pension expense using an actuarial cost method to estimate the total benefits ultimately payable to officers and allocates this cost to service periods.  The actuarial assumptions used to calculate pension costs are reviewed annually.  The Company contributed $1.4 million and $2.8 million to the Pension Plan during the three and six months ended August 1, 2020, respectively, and expects to make additional contributions to the Pension Plan of approximately $2.7 million during the remainder of fiscal 2020.
 
The components of net periodic benefit costs are as follows (in thousands): 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Components of net periodic benefit costs:    
Service cost$1,090 $905 $2,180 $1,810 
Interest cost1,536 1,917 3,072 3,834 
Net actuarial loss568  1,137  
Net periodic benefit costs$3,194 $2,822 $6,389 $5,644 
The service cost component of net periodic benefit costs is included in selling, general and administrative expenses, and the interest cost and net actuarial loss components are included in other expense.
v3.20.2
Revolving Credit Agreement
3 Months Ended
Aug. 01, 2020
Line of Credit Facility [Abstract]  
Short-term Debt Revolving Credit Agreement
 
In April 2020, the Company amended its credit agreement (the "amended credit agreement"). After giving effect to the amendment, the amended credit agreement became secured by certain deposit accounts of the Company and certain inventory of certain subsidiaries. The amended credit agreement provides a borrowing capacity of $800 million, subject to certain limitations as outlined in the amended credit agreement, with a $200 million expansion option and matures on August 9, 2022.  The amended credit agreement is available to the Company for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The Company pays a variable rate of interest on borrowings under the amended credit agreement and a commitment fee to the participating banks. The rate of interest on borrowings is the greater of LIBOR or 1.0% plus 1.750%, and the commitment fee for unused borrowings is 0.30% per annum. As long as availability exceeds $100 million and no event of default occurs and is continuing, there are no financial covenant requirements under the amended credit agreement.  

Concurrent with the signing of the amended credit facility, the Company repaid the $779 million borrowed on March 25, 2020 under the previous agreement. Additionally, the Company paid $3.0 million in issuance costs related to the amended credit agreement, which were recorded in other assets on the condensed consolidated balance sheets.

At August 1, 2020, $229.6 million of borrowings were outstanding, and letters of credit totaling $21.0 million were issued under the amended credit agreement leaving unutilized availability under the credit facility of $447.0 million. The weighted average interest rate under the credit agreement for the borrowings outstanding at August 1, 2020 was 2.75%.
v3.20.2
Stock Repurchase Programs
6 Months Ended
Aug. 01, 2020
Schedule of Share Repurchase Program Activity [Abstract]  
Stock Repurchase Programs Stock Repurchase Program
 
In March 2018, the Company's Board of Directors authorized the Company to repurchase up to $500 million of the Company’s Class A Common Stock pursuant to an open-ended stock repurchase plan (the "March 2018 Plan"). The March 2018 Plan authorization permits the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 or through privately negotiated transactions.  The March 2018 Plan has no expiration date.
The following is a summary of share repurchase activity for the periods indicated (in thousands, except per share data):
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Cost of shares repurchased$14,268 $48,861 $76,097 $66,301 
Number of shares repurchased587 819 1,586 1,065 
Average price per share$24.31 $59.69 $47.99 $62.27 

All repurchases of the Company’s Class A Common Stock above were made at the market price at the trade date.  Accordingly, all amounts paid to reacquire these shares were allocated to treasury stock. As of August 1, 2020, $192.6 million of authorization remained under the March 2018 Plan.
v3.20.2
Income Taxes
6 Months Ended
Aug. 01, 2020
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company expects to be in a net operating loss position for the fiscal year. The Coronavirus Aid, Relief and Economic Security (“CARES”) Act, signed into law on March 27, 2020, allows for net operating loss carryback to years in which the statutory federal tax rate was 35% rather than the current 21%. During the three and six months ended August 1, 2020, income tax benefit differed from what would be computed using the current statutory federal tax rate of 21% primarily due to the recognition of a net tax benefit of $17.4 million and $32.1 million, respectively, related to the rate differential in the carryback year. Income tax benefit for the three and six months also included the effects of federal tax credits and state and local income taxes.

During the three and six months ended August 3, 2019, income taxes differed from what would be computed using the statutory federal tax rate primarily due to the effects of federal tax credits and state and local income taxes.
v3.20.2
Reclassifications from Accumulated Other Comprehensive Loss ("AOCL")
6 Months Ended
Aug. 01, 2020
Reclassifications from Accumulated Other Comprehensive Loss ("AOCL")  
Reclassifications from Accumulated Other Comprehensive Loss ("AOCL") Reclassifications from Accumulated Other Comprehensive Loss (“AOCL”)
 
Reclassifications from AOCL are summarized as follows (in thousands): 
 Amount Reclassified from AOCL 
 Three Months EndedSix Months EndedAffected Line Item in the Statement Where Net Income Is Presented
Details about AOCL ComponentsAugust 1, 2020August 3, 2019August 1,
2020
August 3,
2019
Defined benefit pension plan items     
Amortization of actuarial losses$568 $ $1,137 $ Total before tax (1)
 138  276  Income tax expense
 $430 $ $861 $ Total net of tax

For fiscal year 2019, there was no amortization of the net loss in AOCL as the net loss did not exceed 10% of the projected benefit obligation.
_______________________________
(1)        This item is included in the computation of net periodic pension cost.  See Note 6, Benefit Plans, for additional information.
v3.20.2
Leases
6 Months Ended
Aug. 01, 2020
Leases [Abstract]  
Lessee, Operating Leases [Text Block] Leases
The Company leases retail stores, office space and equipment under operating leases. As of August 1, 2020, February 1, 2020 and August 3, 2019, right-of-use operating lease assets, which are recorded in operating lease assets in the condensed consolidated balance sheets, totaled $44.1 million, $47.9 million and $52.6 million, respectively, and operating lease liabilities, which are recorded in current portion of operating lease liabilities and operating lease liabilities, totaled $43.8 million, $47.3 million and $52.1 million, respectively.
In determining our operating lease assets and operating lease liabilities, we apply an incremental borrowing rate to the minimum lease payments within each lease agreement. ASU No. 2016-02 requires the use of the rate implicit in the lease whenever that rate is readily determinable; furthermore, if the implicit rate is not readily determinable, a lessee may use its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. To estimate our specific incremental borrowing rates that align with applicable lease terms, we utilize a model consistent with the credit quality of our outstanding debt instruments.
Renewal options from two to 20 years exist on the majority of leased properties. The Company has sole discretion in exercising the lease renewal options. We do not recognize operating lease assets or operating lease liabilities for renewal periods unless we are reasonably certain of renewing the lease at inception. The depreciable life of operating lease assets and related leasehold improvements is limited by the expected lease term.
Contingent rentals on certain leases are based on a percentage of annual sales in excess of specified amounts. Other contingent rentals are based entirely on a percentage of sales. The Company's operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table summarizes the Company's operating and finance leases:
(in thousands of dollars)Classification - Condensed Consolidated Balance Sheets August 1, 2020February 1, 2020August 3, 2019
Assets
Finance lease assets
Property and equipment, net (a)
$459 $670 $881 
Operating lease assetsOperating lease assets44,091 47,924 52,608 
Total leased assets$44,550 $48,594 $53,489 
Liabilities
Current
     Finance Current portion of finance lease liabilities$986 $1,219 $1,082 
     Operating Current portion of operating lease liabilities13,758 14,654 15,701 
Noncurrent
     Finance Finance lease liabilities356 695 1,342 
     Operating Operating lease liabilities30,051 32,683 36,407 
Total lease liabilities$45,151 $49,251 $54,532 
(a) Finance lease assets are recorded net of accumulated amortization of $14.1 million, $13.9 million and $13.7 million as of August 1, 2020, February 1, 2020 and August 3, 2019, respectively.
Lease CostThree Months EndedSix Months Ended
(in thousands of dollars)Classification - Condensed Consolidated Statements of OperationsAugust 1, 2020August 3, 2019August 1, 2020August 3, 2019
Operating lease cost (a)
Rentals$5,639 $6,209 $11,189 $12,327 
Finance lease cost
     Amortization of leased assetsDepreciation and amortization105 106 211 211 
     Interest on lease liabilitiesInterest and debt expense, net62 123 142 258 
Net lease cost$5,806 $6,438 $11,542 $12,796 
(a) Includes short term lease costs of $0.5 million and $1.0 million for the three months ended and $1.0 million and $1.7 million for the six months ended August 1, 2020 and August 3, 2019, respectively, and variable lease costs of $0.4 million and $0.4 million for the three months ended and $0.7 million and $0.8 million for the six months ended August 1, 2020 and August 3, 2019, respectively.

Maturities of Lease Liabilities
(in thousands of dollars)
Fiscal Year
Operating
Leases
Finance
Leases
Total
2020 (excluding the six months ended August 1, 2020)$7,819 $714 $8,533 
202114,153 726 14,879 
20227,811  7,811 
20234,496  4,496 
20243,714  3,714 
After 202415,916  15,916 
Total minimum lease payments53,909 1,440 55,349 
Less amount representing interest(10,100)(98)(10,198)
Present value of lease liabilities$43,809 $1,342 $45,151 

Lease Term and Discount Rate
August 1, 2020
Weighted-average remaining lease term
     Operating leases6.2 years
     Finance leases1.3 years
Weighted-average discount rate
     Operating leases6.6 %
     Finance leases12.3 %

Other Information
Six Months Ended
(in thousands of dollars)August 1, 2020August 3, 2019
Cash paid for amounts included in the measurement of lease liabilities
     Operating cash flows from operating leases$9,387 $10,388 
     Operating cash flows from finance leases142 258 
     Financing cash flows from finance leases572 456 
Lease assets obtained in exchange for new operating lease liabilities$4,084 $4,601 
v3.20.2
Changes in Accumulated Other Comprehensive Loss
6 Months Ended
Aug. 01, 2020
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Changes in Accumulated Other Comprehensive Loss Changes in Accumulated Other Comprehensive Loss
 
Changes in AOCL by component (net of tax) are summarized as follows (in thousands): 
 Defined Benefit Pension Plan Items
 Three Months EndedSix Months Ended
August 1, 2020August 3, 2019August 1,
2020
August 3,
2019
Beginning balance$30,628 $12,809 $31,059 $12,809 
Amounts reclassified from AOCL(430) (861) 
Ending balance$30,198 $12,809 $30,198 $12,809 
v3.20.2
Gain on Disposal of Assets
6 Months Ended
Aug. 01, 2020
Discontinued Operations and Disposal Groups [Abstract]  
(Gain) Loss on Disposal of Fixed Assets Loss (Gain) on Disposal of Assets
During the three months ended August 3, 2019, the Company recorded proceeds of $8.6 million primarily from the sale of one store property, resulting in a gain of $4.9 million that was recorded in loss (gain) on disposal of assets.

During the six months ended August 3, 2019, the Company recorded proceeds of $22.0 million primarily from the sale of three store properties, resulting in a gain of $12.3 million that was recorded in loss (gain) on disposal of assets.
v3.20.2
Fair Value Disclosures
6 Months Ended
Aug. 01, 2020
Fair Value Disclosures [Abstract]  
Fair Value Disclosures Fair Value Disclosures
 
The estimated fair values of financial instruments presented herein have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting
market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of amounts the Company could realize in a current market exchange.
 
The fair value of the Company’s long-term debt and subordinated debentures is based on market prices and is categorized as Level 1 in the fair value hierarchy.
 
The fair value of the Company’s cash, cash equivalents, accounts receivable and short-term borrowings approximates their carrying values at August 1, 2020 due to the short-term maturities of these instruments.  The fair value of the Company’s long-term debt at August 1, 2020 was approximately $391 million. The carrying value of the Company’s long-term debt at August 1, 2020 was $365.8 million.  The fair value of the Company’s subordinated debentures at August 1, 2020 was approximately $158 million.  The carrying value of the Company’s subordinated debentures at August 1, 2020 was $200.0 million.
v3.20.2
Business Segments (Tables)
6 Months Ended
Aug. 01, 2020
Segment Reporting [Abstract]  
Schedule of Contract Liabilities - Retail [Table Text Block]
Retail
(in thousands of dollars)August 1,
2020
February 1,
2020
August 3,
2019
February 2,
2019
Contract liabilities$58,186 $75,229 $63,041 $72,852 
Schedule of AR, Contract Assets and Liabilities - Construction [Table Text Block]
Construction
(in thousands of dollars)August 1,
2020
February 1,
2020
August 3,
2019
February 2,
2019
Accounts receivable$19,222 $28,522 $36,276 $31,867 
Costs and estimated earnings in excess of billings on uncompleted contracts722 2,179 2,927 1,165 
Billings in excess of costs and estimated earnings on uncompleted contracts7,212 5,737 10,358 7,414 
Schedule of Entity Wide Information Percentage of Revenue from External Customers by Product and Segment [Table Text Block]
 Three Months EndedSix Months Ended
 August 1, 2020August 3, 2019August 1, 2020August 3, 2019
Retail operations segment  
Cosmetics14 %13 %14 %13 %
Ladies’ apparel21 24 21 24 
Ladies’ accessories and lingerie16 16 16 15 
Juniors’ and children’s apparel9 8 9 10 
Men’s apparel and accessories20 19 18 17 
Shoes13 14 14 15 
Home and furniture4 3 4 3 
 97 97 96 97 
Construction segment3 3 4 3 
Total100 %100 %100 %100 %
Schedule of Segment Reporting Information, by Segment [Table Text Block]
The following tables summarize certain segment information, including the reconciliation of those items to the Company’s consolidated operations: 
(in thousands of dollars)Retail
Operations
ConstructionConsolidated
Three Months Ended August 1, 2020:   
Net sales from external customers$893,216 $25,828 $919,044 
Gross profit 277,407 1,790 279,197 
Depreciation and amortization50,784 167 50,951 
Interest and debt expense (income), net12,885 (12)12,873 
(Loss) income before income taxes
(33,699)373 (33,326)
Total assets3,056,320 26,916 3,083,236 
Three Months Ended August 3, 2019:
Net sales from external customers$1,378,163 $48,700 $1,426,863 
Gross profit395,137 (288)394,849 
Depreciation and amortization54,207 176 54,383 
Interest and debt expense (income), net12,278 (30)12,248 
Loss before income taxes
(50,929)(1,222)(52,151)
Total assets3,463,087 48,992 3,512,079 
Six Months Ended August 1, 2020:
Net sales from external customers$1,644,243 $61,456 $1,705,699 
Gross profit373,441 3,942 377,383 
Depreciation and amortization101,516 336 101,852 
Interest and debt expense (income), net25,176 (33)25,143 
(Loss) income before income taxes
(262,366)895 (261,471)
Total assets3,056,320 26,916 3,083,236 
Six Months Ended August 3, 2019
Net sales from external customers$2,798,685 $93,619 $2,892,304 
Gross profit931,508 1,015 932,523 
Depreciation and amortization106,401 346 106,747 
Interest and debt expense (income), net23,542 (57)23,485 
Income (loss) before income taxes
49,799 (1,178)48,621 
Total assets3,463,087 48,992 3,512,079 
v3.20.2
Earnings Per Share Data (Tables)
6 Months Ended
Aug. 01, 2020
Earnings Per Share [Abstract]  
Schedule of computation of basic and diluted earnings per share
The following table sets forth the computation of basic and diluted (loss) earnings per share for the periods indicated (in thousands, except per share data). 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Net (loss) income$(8,566)$(40,671)$(170,541)$37,931 
Weighted average shares of common stock outstanding23,174 25,584 23,264 25,949 
Basic and diluted (loss) earnings per share$(0.37)$(1.59)$(7.33)$1.46 
v3.20.2
Benefit Plans (Tables)
6 Months Ended
Aug. 01, 2020
Retirement Benefits [Abstract]  
Schedule of components of net periodic benefit costs
The components of net periodic benefit costs are as follows (in thousands): 
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Components of net periodic benefit costs:    
Service cost$1,090 $905 $2,180 $1,810 
Interest cost1,536 1,917 3,072 3,834 
Net actuarial loss568  1,137  
Net periodic benefit costs$3,194 $2,822 $6,389 $5,644 
The service cost component of net periodic benefit costs is included in selling, general and administrative expenses, and the interest cost and net actuarial loss components are included in other expense.
v3.20.2
Stock Repurchase Programs Schedule of Repurchase Program Activity (Tables)
6 Months Ended
Aug. 01, 2020
Schedule of Share Repurchase Program Activity [Abstract]  
Schedule of Repurchase Agreements [Table Text Block]
The following is a summary of share repurchase activity for the periods indicated (in thousands, except per share data):
 Three Months EndedSix Months Ended
 August 1,
2020
August 3,
2019
August 1,
2020
August 3,
2019
Cost of shares repurchased$14,268 $48,861 $76,097 $66,301 
Number of shares repurchased587 819 1,586 1,065 
Average price per share$24.31 $59.69 $47.99 $62.27 
v3.20.2
Reclassifications from Accumulated Other Comprehensive Loss ("AOCL") (Tables)
6 Months Ended
Aug. 01, 2020
Reclassifications from Accumulated Other Comprehensive Loss ("AOCL")  
Summary of reclassifications from AOCL
Reclassifications from AOCL are summarized as follows (in thousands): 
 Amount Reclassified from AOCL 
 Three Months EndedSix Months EndedAffected Line Item in the Statement Where Net Income Is Presented
Details about AOCL ComponentsAugust 1, 2020August 3, 2019August 1,
2020
August 3,
2019
Defined benefit pension plan items     
Amortization of actuarial losses$568 $ $1,137 $ Total before tax (1)
 138  276  Income tax expense
 $430 $ $861 $ Total net of tax

For fiscal year 2019, there was no amortization of the net loss in AOCL as the net loss did not exceed 10% of the projected benefit obligation.
_______________________________
(1)        This item is included in the computation of net periodic pension cost.  See Note 6, Benefit Plans, for additional information.
v3.20.2
Leases (Tables)
6 Months Ended
Aug. 01, 2020
Leases [Abstract]  
Lessee, Operating Lease, Liability, Maturity [Table Text Block]
(in thousands of dollars)
Fiscal Year
Operating
Leases
Finance
Leases
Total
2020 (excluding the six months ended August 1, 2020)$7,819 $714 $8,533 
202114,153 726 14,879 
20227,811  7,811 
20234,496  4,496 
20243,714  3,714 
After 202415,916  15,916 
Total minimum lease payments53,909 1,440 55,349 
Less amount representing interest(10,100)(98)(10,198)
Present value of lease liabilities$43,809 $1,342 $45,151 
Lease Term and Discount Rate [Table Text Block]
August 1, 2020
Weighted-average remaining lease term
     Operating leases6.2 years
     Finance leases1.3 years
Weighted-average discount rate
     Operating leases6.6 %
     Finance leases12.3 %
Cash Flow, Operating Activities, Lessee [Abstract]
Six Months Ended
(in thousands of dollars)August 1, 2020August 3, 2019
Cash paid for amounts included in the measurement of lease liabilities
     Operating cash flows from operating leases$9,387 $10,388 
     Operating cash flows from finance leases142 258 
     Financing cash flows from finance leases572 456 
Lease assets obtained in exchange for new operating lease liabilities$4,084 $4,601 
Lease, Cost [Table Text Block]
Lease CostThree Months EndedSix Months Ended
(in thousands of dollars)Classification - Condensed Consolidated Statements of OperationsAugust 1, 2020August 3, 2019August 1, 2020August 3, 2019
Operating lease cost (a)
Rentals$5,639 $6,209 $11,189 $12,327 
Finance lease cost
     Amortization of leased assetsDepreciation and amortization105 106 211 211 
     Interest on lease liabilitiesInterest and debt expense, net62 123 142 258 
Net lease cost$5,806 $6,438 $11,542 $12,796 
Operating and Finance Lease Assets and Liabilities [Table Text Block]
(in thousands of dollars)Classification - Condensed Consolidated Balance Sheets August 1, 2020February 1, 2020August 3, 2019
Assets
Finance lease assets
Property and equipment, net (a)
$459 $670 $881 
Operating lease assetsOperating lease assets44,091 47,924 52,608 
Total leased assets$44,550 $48,594 $53,489 
Liabilities
Current
     Finance Current portion of finance lease liabilities$986 $1,219 $1,082 
     Operating Current portion of operating lease liabilities13,758 14,654 15,701 
Noncurrent
     Finance Finance lease liabilities356 695 1,342 
     Operating Operating lease liabilities30,051 32,683 36,407 
Total lease liabilities$45,151 $49,251 $54,532 
v3.20.2
Changes in Accumulated Other Comprehensive Loss (Tables)
6 Months Ended
Aug. 01, 2020
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Summary of changes in AOCL by component (net of tax)
Changes in AOCL by component (net of tax) are summarized as follows (in thousands): 
 Defined Benefit Pension Plan Items
 Three Months EndedSix Months Ended
August 1, 2020August 3, 2019August 1,
2020
August 3,
2019
Beginning balance$30,628 $12,809 $31,059 $12,809 
Amounts reclassified from AOCL(430) (861) 
Ending balance$30,198 $12,809 $30,198 $12,809 
v3.20.2
Basis of Presentation Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Feb. 02, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Cash and cash equivalents $ 82,868 $ 277,077 $ 118,108  
Restricted cash 0 0 17,150  
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents $ 82,868 $ 277,077 $ 135,258 $ 123,509
v3.20.2
Basis of Presentation Store Data (Details)
Aug. 01, 2020
Risks and Uncertainties [Abstract]  
Number of Stores 285
v3.20.2
Recently Issued Accounting Standards New Accounting Pronouncements or Change in Accounting Principle (Details)
$ in Thousands
6 Months Ended
Aug. 01, 2020
USD ($)
segment
Feb. 01, 2020
USD ($)
Aug. 03, 2019
USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Number of Reportable Segments | segment 2    
Other current assets | $ $ 65,758 $ 59,838 $ 77,646
v3.20.2
Business Segments (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
USD ($)
Aug. 03, 2019
USD ($)
Aug. 01, 2020
USD ($)
segment
Aug. 03, 2019
USD ($)
Feb. 01, 2020
USD ($)
Feb. 02, 2019
USD ($)
Segment Reporting [Abstract]            
Costs and estimated earnings in excess of billings on uncompleted contracts, construction segment $ 722 $ 2,927 $ 722 $ 2,927 $ 2,179 $ 1,165
Billings in excess of costs and estimated earnings on uncompleted contracts, construction segment 7,212 10,358 7,212 10,358 5,737 7,414
Accounts Receivable, Construction Segment 19,222 36,276 19,222 36,276 28,522 31,867
Revenue, Remaining Performance Obligation, Amount 127,000 108,400 127,000 108,400 156,500  
Revenue Recognized, previously recorded in Billings in excess of costs and estimated earnings     4,700 6,800    
Contract with Customer, Liability 58,186 63,041 58,186 63,041 75,229 $ 72,852
Contract with Customer, Liability, Revenue Recognized     29,800 37,600    
Business Segments            
Revenue from Contracts with Customers $ 919,044 $ 1,426,863 $ 1,705,699 $ 2,892,304    
Concentration Risk, Percentage 100.00% 100.00% 100.00% 100.00%    
Number of Reportable Segments | segment     2      
Gross profit $ 279,197 $ 394,849 $ 377,383 $ 932,523    
Depreciation and amortization 50,951 54,383 101,852 106,747    
Interest and debt expense (income), net 12,873 12,248 25,143 23,485    
Loss before income taxes (33,326) (52,151) (261,471) 48,621    
Total assets 3,083,236 3,512,079 3,083,236 3,512,079 $ 3,430,257  
Retail operations            
Business Segments            
Revenue from Contracts with Customers $ 893,216 $ 1,378,163 $ 1,644,243 $ 2,798,685    
Concentration Risk, Percentage 97.00% 97.00% 96.00% 97.00%    
Number of Reportable Segments | segment     1      
Number of store formats | segment     1      
Gross profit $ 277,407 $ 395,137 $ 373,441 $ 931,508    
Depreciation and amortization 50,784 54,207 101,516 106,401    
Interest and debt expense (income), net 12,885 12,278 25,176 23,542    
Loss before income taxes (33,699) (50,929) (262,366) 49,799    
Total assets 3,056,320 3,463,087 3,056,320 3,463,087    
Construction            
Business Segments            
Revenue from Contracts with Customers $ 25,828 $ 48,700 $ 61,456 $ 93,619    
Concentration Risk, Percentage 3.00% 3.00% 4.00% 3.00%    
Gross profit $ 1,790 $ (288) $ 3,942 $ 1,015    
Depreciation and amortization 167 176 336 346    
Interest and debt expense (income), net (12) (30) (33) (57)    
Loss before income taxes 373 (1,222) 895 (1,178)    
Total assets 26,916 48,992 26,916 48,992    
Intersegment Eliminations [Member]            
Business Segments            
Revenue from Contracts with Customers $ 6,900 $ 6,200 $ 18,300 $ 14,600    
Cosmetics [Member] | Retail operations            
Business Segments            
Concentration Risk, Percentage 14.00% 13.00% 14.00% 13.00%    
Ladies Apparel [Member] | Retail operations            
Business Segments            
Concentration Risk, Percentage 21.00% 24.00% 21.00% 24.00%    
Ladies Accessories and Lingerie [Member] | Retail operations            
Business Segments            
Concentration Risk, Percentage 16.00% 16.00% 16.00% 15.00%    
Juniors and Children's Apparel [Member] | Retail operations            
Business Segments            
Concentration Risk, Percentage 9.00% 8.00% 9.00% 10.00%    
Mens Apparel and Accessories [Member] | Retail operations            
Business Segments            
Concentration Risk, Percentage 20.00% 19.00% 18.00% 17.00%    
Shoes [Member] | Retail operations            
Business Segments            
Concentration Risk, Percentage 13.00% 14.00% 14.00% 15.00%    
Home and Furniture [Member] | Retail operations            
Business Segments            
Concentration Risk, Percentage 4.00% 3.00% 4.00% 3.00%    
v3.20.2
Earnings Per Share Data (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Earnings Per Share [Abstract]        
Net Income $ (8,566) $ (40,671) $ (170,541) $ 37,931
Weighted Average Number of Shares Outstanding, Basic and Diluted 23,174,000 25,584,000 23,264,000 25,949,000
Earnings Per Share, Basic and Diluted $ (0.37) $ (1.59) $ (7.33) $ 1.46
Total dilutive and potentially dilutive securities outstanding (in shares) 0   0  
v3.20.2
Commitments and Contingencies (Details)
$ in Millions
Aug. 01, 2020
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Outstanding letters of credit under the Company's revolving credit facility $ 21.0
v3.20.2
Benefit Plans (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Retirement Benefits, Description [Abstract]        
Employer contributions to pension plan $ 1,400   $ 2,800  
Employer contributions to pension plan 1,400   2,800  
Components of net periodic benefit costs:        
Service cost 1,090 $ 905 2,180 $ 1,810
Interest cost 1,536 1,917 3,072 3,834
Net actuarial loss 568 0 1,137 0
Net periodic benefit costs 3,194 2,822 6,389 5,644
Defined Benefit Plan, Expected Future Benefit Payment, Remainder of Year 2,700   2,700  
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Employer contributions to pension plan 1,400   2,800  
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]        
Components of net periodic benefit costs:        
Net actuarial loss $ 568 $ 0 $ 1,137 $ 0
v3.20.2
Revolving Credit Agreement (Details) - USD ($)
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 01, 2020
Aug. 03, 2019
Credit agreement      
Payments of Financing Costs $ 3,000,000.0 $ 3,001,000 $ 0
Line of Credit Facility, Maximum Borrowing Capacity 800,000,000 $ 800,000,000  
Line of Credit Facility, Expansion Option $ 200,000,000    
Reference rate   LIBOR  
Percentage points added to reference rate   1.75%  
Interest rate at end of period (as a percent) 2.75% 2.75%  
Letters of credit issued $ 21,000,000.0 $ 21,000,000.0  
Unutilized credit facility borrowing capacity 447,000,000.0 $ 447,000,000.0  
Minimum line of credit availability for no financial covenant requirements 100,000,000    
Annual commitment fee (as a percent)   0.30%  
Line of Credit Borrowed and Repaid during period $ 779,000,000 $ 779,000,000  
Proceeds from (Repayments of) Lines of Credit   $ 229,600,000 $ 117,900,000
Line of Credit Facility, Interest Rate During Period 1.00%    
v3.20.2
Stock Repurchase Programs (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Schedule of Share Repurchase Program Activity [Abstract]        
Stock Repurchase Program, Authorized Amount $ 500,000   $ 500,000  
Treasury Stock, Shares, Acquired 586,851 818,585 1,585,593 1,064,743
Amount of shares repurchased $ 14,268 $ 48,861 $ 76,097 $ 66,301
Average price of shares repurchased (in dollars per share) $ 24,310 $ 59.69 $ 47.99 $ 62.27
Repurchase of common stock remaining authorization $ 192,600   $ 192,600  
v3.20.2
Income Taxes Income Taxes (Details) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 11 Months Ended
Aug. 01, 2020
Aug. 01, 2020
Dec. 31, 2017
Income Tax Disclosure [Abstract]      
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00%   35.00%
Tax benefit related to carryback provision of the CARES Act $ 17.4 $ 32.1  
v3.20.2
Reclassifications from Accumulated Other Comprehensive Loss ("AOCL") (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Feb. 01, 2020
Reclassifications from accumulated other comprehensive loss          
Amortization of actuarial losses $ 568 $ 0 $ 1,137 $ 0  
Income before income taxes and income on and equity in losses of joint ventures 33,326 52,151 261,471 (48,621)  
Income tax expense 24,760 11,480 90,930 (10,690)  
Net Income 8,566 40,671 170,541 (37,931)  
Net Actuarial Loss less than 10 percent of PBO         10.00%
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]          
Reclassifications from accumulated other comprehensive loss          
Amortization of actuarial losses 568 0 1,137 0  
Income tax expense 138 0 276 0  
Net Income $ 430 $ 0 $ 861 $ 0  
v3.20.2
Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Feb. 01, 2020
Leases [Abstract]          
Operating Lease, Right-of-Use Asset $ 44,091 $ 52,608 $ 44,091 $ 52,608 $ 47,924
Finance Lease, Right-of-Use Asset 459 881 459 881 670
Right-of-Use Assets, Total 44,550 53,489 44,550 53,489 48,594
Operating Lease, Liability, Current 13,758 15,701 13,758 15,701 14,654
Operating Lease, Liability, Noncurrent 30,051 36,407 30,051 36,407 32,683
Operating Lease, Liability 43,809 52,100 43,809 52,100 47,300
Finance Lease, Liability, Current 986 1,082 986 1,082 1,219
Finance Lease, Liability, Noncurrent 356 1,342 356 1,342 695
Finance Lease, Liability 1,342   1,342    
Lease Liabilities, Total $ 45,151 54,532 $ 45,151 54,532 49,251
Operating Lease, Weighted Average Remaining Lease Term 6 years 2 months 12 days   6 years 2 months 12 days    
Finance Lease, Weighted Average Remaining Lease Term 1 year 3 months 18 days   1 year 3 months 18 days    
Operating Lease, Weighted Average Discount Rate, Percent 6.60%   6.60%    
Finance Lease, Weighted Average Discount Rate, Percent 12.30%   12.30%    
accumulated amortization finance leases $ 14,100 13,700 $ 14,100 13,700 $ 13,900
Income and Expenses, Lessee [Abstract]          
Finance Lease, Interest Expense 62 123 142 258  
Finance Lease, Right-of-Use Asset, Amortization 105 106 211 211  
Net Lease Cost 5,806 6,438 11,542 12,796  
Short-term Lease, Cost 500 1,000 1,000 1,700  
Variable Lease, Cost 400 $ 400 700 800  
Cash Flow, Operating Activities, Lessee [Abstract]          
Operating Lease, Payments     9,387 10,388  
Finance Lease, Interest Payment on Liability     142 258  
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability     4,084 4,601  
Cash Flow, Financing Activities, Lessee [Abstract]          
Finance Lease, Principal Payments     572 $ 456  
Total lease liability payments [Abstract]          
2020, Remainder Fiscal Year 8,533   8,533    
2021 14,879   14,879    
2022 7,811   7,811    
2023 4,496   4,496    
2024 3,714   3,714    
After 2024 15,916   15,916    
Lease Liability, Payments Due 55,349   55,349    
Lease Liability, Undiscounted Excess Amount (10,198)   (10,198)    
Finance Lease Liabilities, Payments, Due [Abstract]          
2020, Remainder of Fiscal Year 714   714    
2021 726   726    
2022 0   0    
2023 0   0    
2024 0   0    
After 2024 0   0    
Finance Lease, Liability, Payments, Due 1,440   1,440    
Finance Lease, Liability, Undiscounted Excess Amount (98)   (98)    
Operating Lease Liabilities, Payments Due [Abstract]          
2020, Remainder of Fiscal Year 7,819   7,819    
2021 14,153   14,153    
2022 7,811   7,811    
2023 4,496   4,496    
2024 3,714   3,714    
After 2024 15,916   15,916    
Lessee, Operating Lease, Liability, Payments, Due 53,909   53,909    
Lessee, Operating Lease, Liability, Undiscounted Excess Amount $ (10,100)   $ (10,100)    
v3.20.2
Changes in Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Changes in accumulated other comprehensive loss        
Beginning balance     $ 31,059  
Net other comprehensive income $ (430)   (861)  
Ending balance 30,198 $ 12,809 30,198 $ 12,809
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]        
Changes in accumulated other comprehensive loss        
Beginning balance 31,059 12,809 30,628 12,809
Amounts reclassified from AOCL (430) 0 (861) 0
Ending balance $ 30,198 $ 12,809 $ 30,198 $ 12,809
v3.20.2
Gain on Disposal of Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 01, 2020
Aug. 03, 2019
Aug. 01, 2020
Aug. 03, 2019
Gain on disposal of assets        
Proceeds from disposal of assets   $ 8,600 $ 308 $ 21,997
Gain on disposal of assets $ (33) $ 4,900 $ (14) $ 12,300
v3.20.2
Fair Value Disclosures (Details) - USD ($)
$ in Thousands
Aug. 01, 2020
Feb. 01, 2020
Aug. 03, 2019
Fair value disclosures      
Subordinated debentures $ 200,000 $ 200,000 $ 200,000
Fair Value of Assets      
Fair value disclosures      
Long-term debt, including current portion, fair value 391,000    
Subordinated debentures 158,000    
Carrying value      
Fair value disclosures      
Long-term debt, including current portion 365,800    
Subordinated debentures $ 200,000