Exhibit 99.1
Pier 1 Imports, Inc.
Stock Purchase Plan
As of December 31, 2014 and 2013 and
for the three years ended December 31, 2014
CONTENTS
| | | | |
Report of Independent Registered Public Accounting Firm | | | 2 | |
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Statements of Financial Condition | | | 3 | |
| |
Statements of Income (Loss) and Changes in Plan Equity | | | 4 | |
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Notes to Financial Statements | | | 5 | |
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Consent of Independent Registered Public Accounting Firm | | | 9 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Audit Committee of Pier 1 Imports, Inc.
We have audited the accompanying statements of financial condition of the Pier 1 Imports, Inc. Stock Purchase Plan as of December 31, 2014 and 2013 and the related statements of income (loss) and changes in plan equity for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 2014 and 2013, and the income (loss) and changes in plan equity for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
As discussed in the notes to the financial statements, the 2013 financial statements have been restated to correct an error in the accounting for shares released to, but not withdrawn by, participants as of December 31, 2013.
Fort Worth, Texas
April 28, 2015
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Pier 1 Imports, Inc.
Stock Purchase Plan
STATEMENTS OF FINANCIAL CONDITION
| | | | | | | | |
| | | December 31, | |
| | | 2014 | | | 2013
(Restated) | |
| ASSETS | |
| | |
Pier 1 Imports’ common stock, at fair value | | | | | | | | |
(cost of $3,215,407, and 2,267,713) | | $ | 2,891,793 | | | $ | 2,328,087 | |
| | |
Receivables: | | | | | | | | |
Participants’ contributions | | | 149,682 | | | | 173,165 | |
Company contributions | | | 37,422 | | | | 43,293 | |
| | | | | | | | |
Total receivables | | | 187,104 | | | | 216,458 | |
| | | | | | | | |
Total assets | | $ | 3,078,897 | | | $ | 2,544,545 | |
| | | | | | | | |
|
| LIABILITIES AND PLAN EQUITY | |
| | |
Participant withdrawals payable | | $ | 18,643 | | | $ | 109,504 | |
| | |
Plan equity | | | 3,060,254 | | | | 2,435,041 | |
| | | | | | | | |
Total liabilities and plan equity | | $ | 3,078,897 | | | $ | 2,544,545 | |
| | | | | | | | |
See accompanying notes to financial statements.
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Pier 1 Imports, Inc.
Stock Purchase Plan
STATEMENTS OF INCOME (LOSS) AND CHANGES IN PLAN EQUITY
| | | | | | | | | | | | |
| | | For the Year Ended December 31, | |
| | | 2014 | | | 2013
(Restated) | | | 2012 | |
Contributions: | | | | | | | | | | | | |
Participants | | $ | 1,944,413 | | | $ | 2,374,565 | | | $ | 2,251,585 | |
Company | | | 486,118 | | | | 593,660 | | | | 562,916 | |
| | | | | | | | | | | | |
Total contributions | | | 2,430,531 | | | | 2,968,225 | | | | 2,814,501 | |
| | | |
Dividends | | | 32,110 | | | | 11,861 | | | | 12,239 | |
| | | |
Participant withdrawals | | | (983,227 | ) | | | (805,077 | ) | | | (3,479,198 | ) |
| | | |
Investment gain (loss): | | | | | | | | | | | | |
Net unrealized appreciation (depreciation) in fair value of Pier 1 Imports’ common stock | | | (383,988 | ) | | | 60,374 | | | | — | |
Net realized gain (loss) on distribution of Pier 1 Imports’ common stock | | | (470,213 | ) | | | 6,800 | | | | 593,159 | |
| | | | | | | | | | | | |
Net change in plan equity | | | 625,213 | | | | 2,242,183 | | | | (59,299 | ) |
| | | |
Plan equity: | | | | | | | | | | | | |
Beginning of year | | | 2,435,041 | | | | 192,858 | | | | 252,157 | |
| | | | | | | | | | | | |
End of year | | $ | 3,060,254 | | | $ | 2,435,041 | | | $ | 192,858 | |
| | | | | | | | | | | | |
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Pier 1 Imports, Inc.
Stock Purchase Plan
NOTES TO FINANCIAL STATEMENTS
PLAN DESCRIPTION
General
The following description of the Pier 1 Imports, Inc. Stock Purchase Plan (“Plan”) adopted by Pier 1 Imports, Inc. (“Company”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
The Company established the Plan to provide all eligible employees and non-employee directors an opportunity to acquire an ownership interest in the Company and, as a result, align participants’ interests with the Company’s shareholders. The Plan provides a voluntary method of acquiring shares of Pier 1 Imports’ common stock in convenient installments by payroll and other compensation deductions, supplemented by matching contributions from the Company.
The Plan has been in effect since 1980. The Company, assisted by the Administrative Committee, administers the Plan. The Administrative Committee is the Compensation Committee of the Company’s Board of Directors. The Company’s Board of Directors approved an amendment of the Plan on March 26, 2010, which was subsequently approved by the shareholders on June 29, 2010, authorizing, among other things, adding an additional 3,500,000 shares to the Plan and extending the term of the Plan for five years. The Plan amendment was applied prospectively. On December 1, 2013, the Plan was restated as amended. This amendment did not add additional shares or extend the term of the Plan. On April 3, 2014, the Company’s Board of Directors approved an amendment of the Plan, which was approved by the Company’s shareholders on June 20, 2014, extending the term of the Plan for ten years (through June 20, 2024). The number of shares available under the Plan was not increased.
The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended.
Restatement as of and for the year ended December 31, 2013
The financial statements of the Plan as of and for the year ended December 31, 2013, have been restated to correct an error in the accounting for shares released to, but not withdrawn by, participants as of December 31, 2013. Prior to December 1, 2013, on an annual basis, the Plan distributed participant shares to participant accounts existing outside of the Plan and such distributions were accounted for as Plan withdrawals. Pursuant to the December 1, 2013 amendment, the Plan, on an annual basis, releases participant shares to participant accounts existing within the Plan until such time as participants sell or transfer such shares. In its prior year financial statements, the Plan accounted for shares released to participants after December 1, 2013 but not otherwise sold or transferred by participants as of December 31, 2013 as Plan withdrawals, consistent with the practice of periods prior to the December 1, 2013 amendment with respect to distributed shares. However, as released shares remain within the Plan until such time as participants otherwise sell or transfer such shares, such shares represented Plan assets as of December 31, 2013. The 2012 financial statements were unaffected. The Company has amended and restated in its entirety each item that required a change to reflect this 2013 restatement. The 2013 financial statement effects are as follows:
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| | | | | | | | |
| | | Year ended December 31, 2013 | |
| | | Restated | | | As previously
reported | |
Statement of Financial Position | | | | | | | | |
| | |
Pier1 Imports’ common stock, at fair value | | | 2,328,087 | | | | — | |
Total assets | | | 2,544,545 | | | | 216,458 | |
Participant withdrawals payable | | | 109,504 | | | | 1,179 | |
Plan equity | | | 2,435,041 | | | | 215,279 | |
Total liabilities and plan equity | | | 2,544,545 | | | | 216,458 | |
| | |
Statement of income (loss) and changes in plan equity | | | | | | | | |
Participant withdrawals | | | (805,077 | ) | | | (2,862,056 | ) |
Net unrealized appreciation (depreciation) in fair value of Pier 1 Imports’ common stock | | | 60,374 | | | | — | |
| | |
Net realized gain (loss) on distribution in fair value of Pier 1 Imports’ common stock | | | 6,800 | | | | (95,609 | ) |
Net change in plan equity | | | 2,242,183 | | | | 22,421 | |
Plan equity: End of year | | | 2,435,041 | | | | 215,279 | |
Eligibility
All employees who have attained the age of majority in their state or province of residence and have completed 60 days of continuous employment with the Company, or one of the designated subsidiaries that has adopted the Plan, are eligible to participate in the Plan. Non-employee members of the Board of Directors of the Company are also eligible to participate in the Plan.
Contributions
A participant must specify the amount to be withheld through payroll deductions, with a minimum of $2.50 per week and a maximum of 20% of compensation. The Plan also provides that non-employee directors may contribute to the Plan all or a portion of cash director fees earned. Subject to the Plan’s limitations, compensation deductions may be increased or decreased at any time by the participant. The Company contributes to the Plan for each participant an amount equal to 25% of such participant’s compensation deduction.
Participant Accounts
The Company maintains a Plan account in the name of each participant. Funds deducted monthly from each participant’s pay as elected and authorized by the participant are credited to each participant’s Plan account plus the Company’s contribution on the participant’s behalf as described above. The Plan allows the Company to administer the Plan and to use the contributed funds to purchase shares of Pier 1 Imports’ common stock either on the open market through a broker designated by the Administrative Committee, or directly from the Company. No open market purchases may be made at a price which is greater than the fair market value for Pier 1 Imports’ common stock on the date of purchase. Purchases of shares from the Company’s treasury are made at the New York Stock Exchange (“NYSE”) closing price for Pier 1 Imports Inc.’ common stock on the last trading day of each calendar month (prior to December 2013, purchases were based on an average of the NYSE closing prices for Pier 1 Imports’ common stock on each Friday during the month). Shares purchased are allocated to the accounts of participants in proportion to the funds received for each respective account.
Each participant acquires full ownership of all shares and fractional shares allocated to his or her account. All shares are registered in the name of the Plan and remain registered in the Plan’s name until delivery of the shares to the participant pursuant to the Plan.
Effective December 1, 2013, all such shares in a participant’s account will initially be classified under the Plan as “unreleased” and may not be sold, assigned, pledged or otherwise disposed until “released” which occurs at least once each calendar year. Once shares are “released”, such shares may be sold or transferred by the participant at any time. Further, upon any participant’s death or termination of employment or cessation of services as a Director, as
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applicable, the participant automatically withdraws from the Plan and all shares in the participant’s account at such time will be delivered. Prior to December 1, 2013, the participant could request all shares be delivered at any time, however, any such action would have resulted in the automatic withdrawal of the participant from the Plan. All shares in the account of each participant were automatically distributed to the participant pursuant to the Plan at least once each calendar year. Upon termination of employment, the employee’s participation in the plan will end and his or her shares will be distributed to the participant.
A participant’s Plan account is credited with all dividends, if any, paid on full and fractional shares held in his or her Plan account. All cash dividends are reinvested under the Plan in Pier 1 Imports’ common stock. Dividends totaled $32,110, $11,861 and $12,239 in 2014, 2013 and 2012, respectively.
Vesting
Participants immediately vest in all contributions to their Plan accounts. Except for the limitations described above on “unreleased” shares, participants have full rights of ownership of Pier 1 Imports’ common stock held in their Plan accounts, including voting and dividend rights.
Amendment or Termination of the Plan
The Company’s Board of Directors may amend, suspend or terminate the Plan at any time. An amendment, suspension or termination will not result in the forfeiture of any funds contributed by a participant or the Company, or of any shares or fractional shares purchased for a participant, or any dividends or other distributions with respect to such shares, that were effective before the effective date of the amendment, suspension or termination. Certain material amendments to the Plan must be submitted to the Company’s shareholders for approval.
Administration and Expenses
The Company manages the Plan’s assets. The Company pays all administrative expenses related to the purchase, custody and record keeping of Pier 1 Imports’ common stock held as part of the Plan. These expenses may include brokers’ commissions, transfer fees, administrative costs and other similar expenses. Expenses related to the disposition or transfer of shares after they have been “released” to the participant from his or her Plan account, are borne by the participant.
Income Tax Status
Participants’ contributions are deducted from after-tax earnings and the Company’s contributions are treated as “earned income” to the participant in the period accrued, consequently, management believes that the Plan is not subject to income tax under the Internal Revenue Code.
The Plan is not a separate legal entity and, therefore, it is not subject to audits by any taxing jurisdictions.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles.
Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results may differ from those estimates.
Concentration of Investment – Risks and Uncertainties
All contributions to the Plan are invested in Pier 1 Imports’ common stock. Accordingly, the underlying value of the Plan assets is dependent upon the performance of the Company and the market’s evaluation of such performance. Changes in the fair value of Pier 1 Imports’ common stock could materially affect a participant’s account balance and the amounts reported in the Statements of Income (Loss) and Changes in Plan Equity.
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Contributions
Participant and Company contributions are accrued in the period in which participants’ contributions are deducted from their pay/fees.
Pier 1 Imports’ Common Stock Valuation
Pier 1 Imports’ common stock held by the Plan in participants’ accounts is stated at fair value using closing prices as quoted by the NYSE. The cost of participant shares distributed or withdrawn is assessed on a first-in-first-out basis to compute gains and losses. Effective December 1, 2013, purchases of shares from the Company’s treasury are made at the NYSE closing price for Pier 1 Imports’ common stock on the last trading day of each calendar month (prior to December 2013, purchases were based on an average of the NYSE closing prices for Pier 1 Imports’ common stock on each Friday during the month).
Fair Value Measurements
All investments held by the Plan are valued using Level 1 Inputs, which as defined by Accounting Standards Codification 820,Fair Value Measurements, are unadjusted quoted prices in active markets for identical assets or liabilities.
Net Appreciation (Depreciation)
In the Statements of Income (Loss) and Changes in Plan Equity, the net appreciation (depreciation) in the fair value of Pier 1 Imports’ common stock is presented, which consists of realized gains (losses) calculated as the difference between cost and the fair value of the Company’s common stock on the date of delivery of the shares to the participant, and the unrealized appreciation (depreciation) on those investments not yet distributed or transferred to Plan participants.
Withdrawals
Participant withdrawals of Pier 1 Imports’ common stock are recorded at fair value on the date of withdrawal. Participant withdrawals payable is recorded at fair value of the NYSE closing price for Pier 1 Imports Inc.’ common stock on the last trading day of December for each respective year. The majority of withdrawals occurred in December for the plan year ended December 31, 2012, in conjunction with the annual distribution.
Investments in Pier 1 Imports’ Common Stock
The following is a summary of the Pier 1 Imports’ common stock activity for the years ended December 31, 2014, 2013 and 2012.
| | | | | | | | | | | | |
| | | Shares | | | Cost | | | Fair Value | |
Balances at December 31, 2011 | | | — | | | $ | — | | | $ | — | |
Purchases | | | 167,533 | | | | 2,870,364 | | | | 2,870,364 | |
Withdrawals | | | (167,533 | ) | | | (2,870,364 | ) | | | (3,463,523 | ) |
Changes in fair value: | | | | | | | | | | | | |
Net unrealized gain/loss | | | — | | | | — | | | | — | |
Net realized gain | | | — | | | | — | | | | 593,159 | |
| | | | | | | | | | | | |
Balances at December 31, 2012 | | | — | | | | — | | | | — | |
Purchases | | | 133,945 | | | | 2,972,279 | | | | 2,972,279 | |
Withdrawals | | | (33,075 | ) | | | (704,566 | ) | | | (711,366 | ) |
Changes in fair value: | | | | | | | | | | | | |
Net unrealized gain | | | — | | | | — | | | | 60,374 | |
Net realized gain | | | — | | | | — | | | | 6,800 | |
| | | | | | | | | | | | |
Balances at December 31, 2013 (Restated) | | | 100,870 | | | | 2,267,713 | | | | 2,328,087 | |
Purchases | | | 153,854 | | | | 2,491,996 | | | | 2,491,996 | |
Withdrawals | | | (66,946 | ) | | | (1,544,302 | ) | | | (1,074,089 | ) |
Changes in fair value: | | | | | | | | | | | | |
Net unrealized loss | | | — | | | | — | | | | (383,988 | ) |
Net realized loss | | | — | | | | — | | | | (470,213 | ) |
| | | | | | | | | | | | |
Balances at December 31, 2014 | | | 187,778 | | | $ | 3,215,407 | | | $ | 2,891,793 | |
| | | | | | | | | | | | |
Available Common Stock
The Company had 3,640,292 and 3,794,137 shares of registered common stock issuable under the Plan as of December 31, 2014 and 2013, respectively. The NYSE closing price of Pier 1 Imports’ common stock was $15.40 and $23.08 as of December 31, 2014 and 2013, respectively. The total number of shares held by the Plan on December 31, 2014 and 2013 was 187,778 and 100,870, respectively.
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-167961) pertaining to the Pier 1 Imports, Inc. Stock Purchase Plan of our report dated April 28, 2015, with respect to the financial statements of the Pier 1 Imports, Inc. Stock Purchase Plan included in this Annual Report for the year ended December 31, 2014 and included as Exhibit 99.1 in the fiscal 2015 Annual Report (Form 10-K) of Pier 1 Imports, Inc.
Fort Worth, Texas
April 28, 2015
