Dillard's 2002 Annual Report Download - page 43

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On March 2, 2002, the Company adopted a shareholder rights plan under which the Board of Directors declared a dividend of one
preferred share purchase right for each outstanding share of the Company’s Common Stock, which includes both the Company’s Class
A and Class B Common Stock, payable on March 18, 2002 to the shareholders of record on that date. Each right, which is not
presently exercisable, entitles the holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock for
$70 per one one-thousandth of a share of Preferred Stock, subject to adjustment. In the event that any person acquires 15% or more of
the outstanding shares of common stock, each holder of a right (other than the acquiring person or group) will be entitled to receive,
upon payment of the exercise price, shares of Class A common stock having a market value of two times the exercise price. The
rights will expire, unless extended, redeemed or exchanged by the Company, on March 2, 2012.
10. Earnings per Share
In accordance with SFAS No. 128, “Earnings Per Share,” basic earnings per share has been computed based upon the weighted
average of Class A and Class B common shares outstanding. Diluted earnings per share gives effect to outstanding stock options.
Earnings per common share has been computed as follows:
Fiscal 2002 Fiscal 2001 Fiscal 2000
(in thousands of dollars, except per share data) Basic Diluted Basic Diluted Basic Diluted
Earnings before extraordinary item and
accounting change $ 136,300 $ 136,300 $65,786 $65,786 $ 96,830 $ 96,830
Extraordinary gain (loss) (4,374) (4,374) 6,012 6,012 27,311 27,311
Cumulative effect of accounting change (530,331) (530,331) - - (129,991) (129,991)
Net earnings (loss) available for
per-share calculation $(398,405) $(398,405) $71,798 $71,798 $ (5,850) $ (5,850)
Average shares of common
stock outstanding 84,513 84,513 84,020 84,020 91,171 91,171
Stock options - 803 - 467 - 28
Total average equivalent shares 84,513 85,316 84,020 84,487 91,171 91,199
Per Share of Common Stock:
Earnings before extraordinary item and
accounting change $ 1.61 $ 1.60 $0.78 $0.78 $ 1.06 $ 1.06
Extraordinary gain (loss) (0.05) (0.05) 0.07 0.07 0.30 0.30
Cumulative effect of accounting change (6.27) (6.22) - - (1.42) (1.42)
Net income (loss) $(4.71) $(4.67) $0.85 $0.85 $(0.06) $(0.06)
Total stock options outstanding were 9,669,755, 10,708,646 and 11,270,261 at February 1, 2003, February 2, 2002 and February 3,
2001, respectively. Of these, options to purchase 8,974,174, 9,298,695 and 9,465,383 shares of Class A Common Stock at prices
ranging from $18.13 to $40.22, $15.74 to $40.22, $18.13 to $40.22 per share were outstanding in fiscal 2002, 2001 and 2000,
respectively, but were not included in the computation of diluted earnings per share because the exercise price of the options exceeds
the average market price and would have been antidilutive.
F-17