FORM 10-Q/A Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended August 26, 1995 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 1-7832 PIER 1 IMPORTS, INC. (Exact name of registrant as specified in its charter) Delaware 75-1729843 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 301 Commerce Street, Suite 600, Fort Worth, Texas 76102 (Address of principal executive offices including zip code) (817) 878-8000 (Registrant's telephone number, including area code) 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 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. Yes [ X ]. No [ ]. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Shares outstanding as of September 27, 1995 Common Stock, $1.00 par value 39,432,744 Items 1 and 2 of Part I and Item 6 of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended August 26, 1995, are amended and restated as set forth below. PART I ------ Item 1. Financial Statements. -------------------- PIER 1 IMPORTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share amounts) (Unaudited) Three Months Ended Six Months Ended Aug. 26, Aug. 27, Aug. 26, Aug. 27, 1995 1994 1995 1994 -------- -------- -------- -------- (as restated) (as restated) Net sales $199,456 $185,403 $376,271 $346,889 Operating costs and expenses: Cost of sales (including buying and store occupancy) 124,698 115,170 232,375 211,305 Selling, general and administrative expenses 51,736 50,436 103,794 100,624 Depreciation and amortization 4,215 3,927 8,338 7,780 -------- -------- -------- -------- 180,649 169,533 344,507 319,709 -------- -------- -------- -------- Operating income 18,807 15,870 31,764 27,180 Nonoperating (income) and expense: Interest income (251) (419) (596) (724) Interest expense 3,222 3,735 6,494 7,339 Trading losses (Note 1) 602 4,152 16,558 5,696 Provision for Sunbelt Nursery Group, Inc. defaults (Note 2) -- -- 14,000 -- -------- -------- -------- -------- 3,573 7,468 36,456 12,311 -------- -------- -------- -------- Income (loss) before income taxes 15,234 8,402 (4,692) 14,869 Provision for income taxes 6,334 3,898 4,743 6,374 -------- -------- -------- -------- Net income (loss) $ 8,900 $ 4,504 $( 9,435) $ 8,495 ======== ======== ======== ======== Net income (loss) per share: Primary $.22 $.11 $(.24) $.21 ======== ======== ======== ======== Fully diluted $.21 $.11 $(.24) $.21 ======== ======== ======== ======== Average shares outstanding during period, including common stock equivalents: Primary 39,634 39,646 39,731 39,621 ======== ======== ======== ======== Fully diluted 45,134 46,213 45,249 46,188 ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements. PIER 1 IMPORTS, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands except share data) (Unaudited) August 26, February 25, 1995 1995 -------------- ------------ (as restated) ASSETS Current assets: Cash, including temporary investments of $7,558 and $42,536, respectively $ 18,079 $ 50,566 Accounts receivable, net 77,611 64,229 Inventories 225,486 200,968 Other current assets 32,622 34,325 -------- -------- Total current assets 353,798 350,088 Properties, net 103,762 105,618 Other assets 34,436 30,219 -------- -------- $491,996 $485,925 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current portion of long-term debt $ 17,602 $ 2,638 Accounts payable and accrued liabilities 101,229 82,419 -------- -------- Total current liabilities 118,831 85,057 Long-term debt 139,882 154,432 Deferred income taxes 2,536 2,538 Other non-current liabilities 21,098 21,501 Stockholders' equity: Common stock, $1.00 par, 200,000,000 shares authorized, 39,877,000 and 37,826,000 issued, respectively 39,877 37,826 Paid-in capital 110,637 93,833 Retained earnings 64,917 94,516 Cumulative currency translation adjustments (1,039) (1,195) Less - 467,000 and 162,000 common shares in treasury, at cost, respectively (3,835) (1,477) Less - subscriptions receivable and unearned compensation (908) (1,106) -------- -------- 209,649 222,397 -------- -------- $491,996 $485,925 ======== ======== The accompanying notes are an integral part of these financial statements. PIER 1 IMPORTS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended August 26, August 27, 1995 1994 ---------- ---------- (as restated) Cash flow from operating activities: Net income (loss) $( 9,435) $ 8,495 Adjustments to reconcile to net cash (used in) provided by operating activities: Depreciation and amortization 8,338 7,780 Deferred taxes and other 2,331 5,280 Provision for Sunbelt Nursery Group, Inc. defaults 14,000 -- Changes in cash from: Inventories (24,518) 3,916 Accounts receivable and other current assets (11,710) (12,001) Accounts payable and accrued expenses 10,319 (2,559) Store-closing reserve (4,920) (1,094) Other assets, liabilities and other, net (89) (573) -------- ------- Net cash (used in) provided by operating activities (15,684) 9,244 -------- ------- Cash flow from investing activities: Capital expenditures (7,879) (8,630) Proceeds from disposition of properties 237 16 Loan to Sunbelt Nursery Group, Inc. -- (9,600) Other investments (5,163) (1,193) -------- ------- Net cash used in investing activities (12,805) (19,407) -------- ------- Cash flow from financing activities: Cash dividends (2,390) (1,878) Repayments of long-term debt (14,750) (2,500) Net borrowings under line of credit agreements 15,000 12,000 (Payments) proceeds from (purchases) sales of capital stock, treasury stock, and other, net (1,858) 551 -------- ------- Net cash (used in) provided by financing activities (3,998) 8,173 -------- ------- Change in cash and cash equivalents (32,487) (1,990) Cash and cash equivalents at beginning of period 50,566 17,123 -------- ------- Cash and cash equivalents at end of period $ 18,079 $15,133 ======== ======= The accompanying notes are an integral part of these financial statements. PIER 1 IMPORTS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED AUGUST 26, 1995 (In thousands) (Unaudited) Cumulative Subscriptions Currency Receivable and Total Common Paid-in Retained Translation Treasury Unearned Stockholders' Stock Capital Earnings Adjustments Stock Compensation Equity ------ ------- -------- ----------- -------- -------------- ------------- Balance February 25, 1995 $37,826 $ 93,833 $94,516 ($1,195) ($1,477) ($1,106) $222,397 Purchase of treasury stock (3,542) (3,542) Restricted stock grant and amortization 7 44 (129) 198 120 Stock Purchase Plan, exercise of stock options and other 166 499 365 1,313 2,343 Currency translation adjustments 156 156 Cash dividends, declared or paid (2,390) (2,390) Stock dividend (5%) 1,878 16,261 (18,139) 0 Net loss (as restated) (9,435) (9,435) ------- -------- ------- -------- ------- ------- -------- Balance August 26, 1995 (as restated) $39,877 $110,637 $64,917 $(1,039) $(3,835) $ (908) $209,649 ======= ======== ======= ======= ======= ======= ======== <FN> The accompanying notes are an integral part of these financial statements. </FN> PIER 1 IMPORTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying unaudited financial statements should be read in conjunction with the Form 10-K, and Amendment No. 1 to Form 10-K for the year ended February 25, 1995. All adjustments that are, in the opinion of management, necessary for a fair statement of the financial position as of August 26, 1995, and the results of operations and cash flows for the interim periods ended August 26, 1995 and August 27, 1994, as restated, have been made and consist only of normal recurring adjustments except for net trading losses described in Note 1 and the provision for Sunbelt Nursery Group, Inc. defaults discussed in Note 2. The results of operations for the three and six months ended August 26, 1995 and August 27, 1994, as restated, are not indicative of results to be expected for the fiscal year because of, among other things, seasonality factors in the retail business. Note 1 - Trading losses In late December 1995, the Company was made aware of losses of $19.3 million resulting from trading activities in a discretionary account by a financial consultant retained to manage the Company's excess cash and short- term investments. Net trading losses recorded in fiscal 1996 and 1995 totalled $16.5 and $2.8 million, respectively. The Company has restated its financial statements for the first and second quarters of fiscal 1996 to record net trading losses of $16.0 million for the quarter ended May 27, 1995 and $0.6 million for the quarter ended August 26, 1995. The Company has not recorded any tax benefit on these net losses since the realization of such benefit is not considered likely based on the information available at this time. The effect of the net trading losses on net income for the second quarter and first six months of fiscal 1996 was a reduction of $0.02 per share and $0.42 per share, respectively. Note 2 - Provision for Sunbelt Nursery Group, Inc. defaults The Company restated its financial statements for the first quarter of fiscal 1996 to record a pre-tax charge of $14 million that had been previously recorded in the second quarter of fiscal 1996, which represented the estimated cost to disengage from its financial support of Sunbelt Nursery Group, Inc. ("Sunbelt"). This charge resulted from Sunbelt's default on 13 nursery store subleases from the Company in April 1995. Sunbelt had also defaulted on three nursery store leases guaranteed by the Company. The charge reflects the Company's estimated losses resulting from the lease termination costs associated with the 13 nursery stores and from the Company's guarantees of other Sunbelt store leases. The Company believes that it is reasonably possible that a change in this estimate could occur in the near term; however, no further charge is warranted at this time. In July 1995, the Company entered into a settlement agreement with Sunbelt concerning Sunbelt's default on the 13 nursery store sublease agreements and store lease agreements guaranteed by the Company. Pursuant to the settlement agreement, Sunbelt agreed to a claim by the Company of $14.7 million (secured by a second lien on up to $6 million of Sunbelt's assets) and agreed to continue to sublease the 13 stores for up to three years or until the Company is able to find a buyer for the properties. The Company has recorded no income associated with this claim. Sunbelt also cured the defaults on the three nursery store leases guaranteed by the Company. Additionally, Sunbelt is obligated to make future deferred payments out of its cash flow above specified levels up to a total of $8 million (which may be prepaid with $2 million in payments made by May 1996 or with $4 million in payments made by May 1997 or with $6 million in payments made by May 1998). The remaining $6.7 million of the Company's claim will be deemed satisfied if Sunbelt fully performs its obligations relating to these and other terms of the settlement agreement. Note 3 - Net income (loss) per share Primary net income (loss) per share was determined by dividing net income (loss) by applicable average shares outstanding. Fully diluted net income (loss) per share amounts are similarly computed, but include the effect, when dilutive, of the Company's potentially dilutive securities. To determine fully diluted net income (loss), interest and debt issue costs, net of any applicable taxes, have been added back to net income (loss) to reflect assumed conversions. The computations of fully diluted net income (loss) per share for the six months ended August 26, 1995 and the three and six months ended August 27, 1994 were antidilutive; therefore, the amounts reported for primary and fully diluted net income (loss) per share are the same. Primary average shares include common shares outstanding and common stock equivalents attributable to outstanding stock options. In addition to common and common equivalent shares, fully diluted average shares include common shares that would be issuable upon conversion of the Company's convertible securities. Three Months Ended Six Months Ended Aug. 26, Aug. 27, Aug. 26, Aug. 27, 1995 1994 1995 1994 -------- -------- -------- -------- (as restated) (as restated) (in thousands except per share amounts) Net income (loss) $8,900 $4,504 $(9,435) $ 8,495 Assumed conversion of 6 7/8% subordinated notes as of date of issuance, April 1992: Plus interest and debt issue costs, net of tax 683 812 1,366 1,624 ------ ------ ------- ------- Fully diluted net income (loss) $9,583 $5,316 $(8,069) $10,119 ====== ====== ======= ======= Average shares outstanding during period, including common stock equivalents: Primary 39,634 39,646 39,731 39,621 Plus assumed exercise of stock options 9 4 27 4 Plus assumed conversion of 6 7/8% subordinated notes to common stock as of date of issuance, April 1992 5,491 6,563 5,491 6,563 ------ ------ ------- ------- Fully diluted 45,134 46,213 45,249 46,188 ====== ====== ======= ======= Net income (loss) per share: Primary $.22 $.11 $(.24) $.21 ====== ====== ======= ======= Fully diluted $.21 $.11 $(.24) $.21 ====== ====== ======= ======= PART I ------ Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Pier 1 Imports, Inc. (the "Company") recorded net sales of $199.5 million and $376.3 million for the second quarter and six-month period of fiscal 1996, increases of 7.6% and 8.5%, respectively, compared to the same periods of fiscal 1995. The increase in sales for the first six months of fiscal 1996 is primarily attributable to an 8.5% increase in weighted average store count (which is calculated based on the number of days a store is open during any given period) compared to the same period last year. Same-store sales increased 2.5% and 2.4% for the second quarter and six-month periods of fiscal 1996, respectively, over the prior fiscal year. Sales of hard goods merchandise such as furniture and decorative accessories increased 5.5% during the first six months of fiscal 1996 versus the comparable period of fiscal 1995 and sales of soft goods merchandise such as apparel and jewelry decreased 4.3% in the first half of fiscal 1996 compared to a year ago. Hard goods and soft goods sales contributed approximately 91% and 9%, respectively, of total sales for the six-month period of fiscal 1996. Sales on the Company's proprietary credit card were $92.7 million, or 24.6% of total sales, during the first six months of fiscal 1996 versus proprietary credit card sales of $64.5 million, or 18.6% of total sales, for the same period of fiscal 1995. The Company's North American store count aggregated 647 at the end of the second quarter of fiscal 1996 compared to 600 at the end of the second quarter of fiscal 1995. Gross profit, after related buying and store occupancy costs, expressed as a percentage of sales, decreased by 0.4% to 37.5% for the second quarter and by 0.9% to 38.2% for the first six months of fiscal 1996 versus the same periods a year ago. Store occupancy costs, as a percentage of sales, increased 0.6% to 14.5% for the second quarter of fiscal 1996 and increased 0.5% to 15.0% for the first half of fiscal 1996 compared to the same periods of fiscal 1995. These increases were primarily due to slightly higher occupancy rates on 26 new stores opened in the first six months of fiscal 1996 compared to 14 new stores opened for the same period of fiscal 1995, coupled with incremental increases in floating rate lease payments linked to LIBOR for approximately 55 store operating leases. Second quarter merchandise margins slightly improved in fiscal 1996 compared to fiscal 1995 as a result of higher margins on furniture and dining and kitchen merchandise, combined with fewer clearance markdowns on furniture; however, during the first six months of fiscal 1996 merchandise margins declined from the year earlier period primarily due to higher promotional discounts in the first quarter of fiscal 1996. Selling, general and administrative expenses, including marketing, expressed as a percentage of sales, decreased 1.3% to 25.9% in the second quarter of fiscal 1996 and decreased 1.4% to 27.6% for the first half of fiscal 1996 compared to the same periods of fiscal 1995. In total dollars, expenses increased by $1.3 million during the second quarter of fiscal 1996 and by $3.2 million during the first six months of fiscal 1996 versus the comparable periods of fiscal 1995. The increase in expenses for the first six months of fiscal 1996 is primarily due to a $3.5 million increase in store salaries, which increased proportionately with sales, a $0.9 million increase in supplies and a $1.6 million increase in net proprietary credit card costs due to higher processing costs related to the increase in proprietary credit card sales. However, these processing costs, as a percentage of proprietary credit card sales, decreased to 4.2% for the first six months of fiscal 1996 compared to 5.0% for the same period in fiscal 1995. These selling, general and administrative expenses were partially offset by a $2.7 million decrease in management bonuses and a $1.7 million shift of marketing expenditures to later in the 1996 fiscal year primarily related to the Company's national television advertising campaign. Other general and administrative expenses increased by $1.6 million. Operating income increased $2.9 million to $18.8 million during the second quarter of fiscal 1996 and increased $4.6 million to $31.8 million for the first six months of fiscal 1996 versus the comparable periods of fiscal 1995 due to higher sales and improved expense control. Net interest expense declined $0.3 million during the second quarter and $1.1 million during the first six months of fiscal 1996 over the same periods in fiscal 1995 primarily due to lower effective interest rates coupled with lower debt levels. In late December 1995, the Company was made aware of losses of $19.3 million resulting from trading activities in a discretionary account. The Company has regularly designated a portion of its excess cash and short-term investments for management by a financial consultant in the discretionary account. The amount of funds deposited by the Company has varied during each year, and the funds were generally withdrawn near the end of each fiscal year. According to statements of the account provided by brokerage firms that executed trading activity at the financial consultant's instructions, the funds were invested in treasury bonds, treasury bond futures contracts and options on treasury bond futures contracts. The futures and options contracts were often used in a manner that provided a high degree of speculation and leverage to the invested funds. As a result of the investigations of the trading losses, the Company has recorded $16.5 million and $2.8 million of the net trading losses in fiscal 1996 and fiscal 1995, respectively, with $16.0 million and $0.6 million of the net trading losses recorded in the first and second quarters of fiscal 1996, respectively. The Company has not recorded any tax benefit on these losses since the realization of such benefit is not considered likely based on the information available at this time. The Company and a Special Committee of the Board of Directors investigated the matter and found no evidence to suggest that the Company's net losses from these trading activities will exceed $19.3 million in the aggregate. In July 1995, the Company entered into a settlement agreement with Sunbelt Nursery Group, Inc. ("Sunbelt") concerning Sunbelt's default in April 1995 on 13 nursery store subleases and three nursery store leases guaranteed by the Company. Pursuant to the settlement agreement, Sunbelt agreed to a claim by the Company of $14.7 million (secured by a second lien on up to $6 million of Sunbelt's assets) and agreed to continue to sublease the 13 stores for up to three years or until the Company is able to find a buyer for the properties. The Company has recorded no income associated with this claim. Sunbelt also cured the defaults on the three nursery store leases guaranteed by the Company. Additionally, Sunbelt is obligated to make future deferred payments out of its cash flow above specified levels up to a total of $8 million (which may be prepaid with $2 million in payments made by May 1996 or with $4 million in payments made by May 1997 or with $6 million in payments made by May 1998). The remaining $6.7 million of the Company's claim will be deemed satisfied if Sunbelt fully performs its obligations relating to these and other terms of the settlement agreement. The Company restated its financial statements for the first quarter of fiscal 1996 to record a pre-tax charge of $14 million that had been previously recorded in the second quarter of fiscal 1996, which represented the estimated cost to disengage from its financial support of Sunbelt. The charge reflects the Company's estimated losses resulting from the lease termination costs associated with the 13 nursery stores and from the Company's guarantees of other Sunbelt store leases. An effective tax rate of 40% was applied to this charge for interim reporting purposes. The Company's effective income tax rate for fiscal 1996 exclusive of the aforementioned trading losses is estimated at 40.0% compared to 31.0% for fiscal 1995. The increase is primarily due to the benefit of tax-favored foreign income last fiscal year and the tax benefit from the sale of Sunbelt common stock recognized in fiscal 1995. After taking into consideration the net trading losses, the effective income tax rate for fiscal 1996 will be approximately 65%. Liquidity and Capital Resources Cash, including temporary investments, aggregated $18.1 million at the end of the second quarter of fiscal 1996, down from $50.6 million at fiscal 1995 year-end. During the first half of fiscal 1996, the Company suffered net cash trading losses of $16.6 million in the discretionary trading account. In addition, the first six months of fiscal 1996 included cash payments on a $24.5 million seasonal build-up of inventory, a $15.0 million increase in the proprietary credit card receivable, the retirement of $12.2 million of the Company's convertible notes, capital expenditures of $7.9 million, advances to The Pier Retail Group Limited of $5.2 million, lease termination payments from the store-closing program of $4.9 million, a $2.5 million sinking fund payment on the Company's long-term debt, cash dividend payments of $2.4 million, and other financing activities of $1.9 million. These cash payments were partially offset by income, exclusive of the aforementioned trading losses and other non-cash related items of $31.8 million, short-term borrowings of $15.0 million, net increases in other working capital of $13.6 million primarily due to the after-tax reserve for Sunbelt defaults, and other proceeds from the disposition of properties of $0.2 million. The Company previously announced that, depending upon market conditions, it may utilize a portion of its surplus cash during fiscal 1996 to purchase up to $25 million of the Company's 6 7/8% convertible notes. During the first half of fiscal 1996, the Company purchased $12.3 million of these notes, leaving $62.7 million of the Company's convertible notes outstanding at the end of the fiscal 1996 second quarter. Final cash requirements to fund the store-closing program from fiscal 1994 for lease terminations are expected to be approximately $6.9 million for the remainder of fiscal 1996 and will be funded through working capital and operations. During the first six months of fiscal 1996, approximately $4.9 million was expended and charged against the reserve for lease termination costs. Cash requirements to cover the Company's estimated losses resulting from the Sunbelt defaults will be funded through working capital and operations and are not expected to have a significant impact on the Company's liquidity. Working capital requirements will continue to be provided by cash and $158.5 million in short-term revolving lines of credit. Under these lines of credit at August 26, 1995, $15.0 million was outstanding in the form of short-term borrowings and an additional $56.0 million was committed under letters of credit. The Company's current ratio at the end of the second quarter of fiscal 1996 was 3.0 to 1 compared to 4.1 to 1 at fiscal 1995 year- end and 3.4 to 1 at the end of the second quarter of fiscal 1995. The Company's minimum operating lease commitments remaining for fiscal 1996 are $51 million, and the present value of total existing minimum operating lease commitments is $375 million. During the first six months of fiscal 1996, the Company paid cash dividends aggregating $.06 per share, distributed a 5% stock dividend and has declared a cash dividend of $.03 per share payable on November 15, 1995 to shareholders of record on November 1, 1995. The Company currently expects to continue to pay cash dividends in fiscal 1996, but intends to retain most of its future earnings for expansion of the Company's business. PART II ------- Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits See Exhibit Index. (b) Reports on Form 8-K None. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized. PIER 1 IMPORTS, INC. (Registrant) Date: May 17, 1996 By: /s/ Clark A. Johnson ------------ ------------------------------------------ Clark A. Johnson, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: May 17, 1996 By: /s/ Susan E. Barley ------------ ------------------------------------------ Susan E. Barley, Vice President and Controller (Principal Accounting Officer) EXHIBIT INDEX Exhibit No. Description ------- ----------- 10.15 Agreement of Settlement dated July 31, 1995 between Pier Lease, Inc., the Company, Sunbelt Nursery Group, Inc., Wolfe Nursery, Inc. and Timothy Duoos, incorporated herein by reference to Exhibit 10.15 to Sunbelt Nursery Group, Inc. Form 10-K/A-2 for the fiscal year ended January 31, 1995. 27 Financial Data Schedule for Six-month Period Ended August 26, 1995, as restated.