-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/qxxhvKA8q49a6S1cAbRWw33LD+wypBbUUBfv6/WNcBSlSfZuGPbopg35W7qvzU oQH5IjB1y7suE7TQgiDfRw== 0001157523-04-011527.txt : 20041216 0001157523-04-011527.hdr.sgml : 20041216 20041215195528 ACCESSION NUMBER: 0001157523-04-011527 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041214 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIER 1 IMPORTS INC/DE CENTRAL INDEX KEY: 0000278130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 751729843 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07832 FILM NUMBER: 041206140 BUSINESS ADDRESS: STREET 1: 301 COMMERCE ST STE 600 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178788000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 600 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 INC DATE OF NAME CHANGE: 19860921 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 IMPORTS INC/GA DATE OF NAME CHANGE: 19840729 FORMER COMPANY: FORMER CONFORMED NAME: NEWCORP INC DATE OF NAME CHANGE: 19800423 8-K 1 a4785900.txt PIER 1 IMPORTS, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) December 14, 2004 PIER 1 IMPORTS, INC. ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-7832 75-1729843 - ------------------------------- ------------------------ ---------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 100 Pier 1 Place, Fort Worth, Texas 76102 ---------------------------------------------------------------------- (Address of principal executive offices, including zip code) 817-252-8000 ---------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-.13e-4(c)) Item 2.02 Results of Operations and Financial Condition The information contained in this Current Report is being furnished pursuant to "Item 2.02 Results of Operations and Financial Condition". The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. On December 14, 2004, Pier 1 Imports, Inc. (the "Company") issued a press release announcing the Company's financial results for the third quarter ended November 27, 2004. A copy of this press release is attached hereto as Exhibit 99.1. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (c) E. Mitchell Weatherly was named Executive Vice President of Store Operations on December 14, 2004. Mr. Weatherly, age 56, has served as Executive Vice President of Human Resources of the Company since April 2002. He served as Senior Vice President of Human Resources of the Company from June 1992 to April 2002, and served as Vice President of Human Resources of the Company from June 1989 to June 1992 and of Pier 1 Imports (U.S.), Inc. from August 1985 to June 1992. Mr. Weatherly will continue in his role as Executive Vice President of Human Resources until a replacement for that position has been named. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. Exhibit No. Description 99.1 Press release dated December 14, 2004 containing the financial results for the third quarter ended November 27, 2004. 2 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 hereunto duly authorized. PIER 1 IMPORTS, INC. Date: December 15, 2004 By: /s/ J. Rodney Lawrence ------------------ ---------------------- J. Rodney Lawrence, Executive Vice President and Secretary 3 EXHIBIT INDEX ------------- Exhibit No. Description 99.1 Press release dated December 14, 2004 containing the financial results for the third quarter ended November 27, 2004. 4 EX-99.1 2 a4785900-ex991.txt PIER 1 IMPORTS, INC. PRESS RELEASE Exhibit 99.1 Pier 1 Imports Reports Third Quarter Earnings; Provides Sales and Earnings Guidance for Fourth Quarter FORT WORTH, Texas--(BUSINESS WIRE)--Dec. 14, 2004--Pier 1 Imports, Inc. (NYSE:PIR) today reported diluted earnings per share of $0.22 for the third quarter ended November 27, 2004, compared to $0.35 per diluted share for the year-ago period. Net income was $19,475,000, compared to last year's net income of $32,194,000. Sales for the third quarter were $487,729,000, a 1.1% increase over last year's $482,444,000, and comparable store sales declined 6.3%. For the nine months ended November 27, 2004, diluted earnings per share amounted to $0.47, compared to $0.76 per diluted share for the year-ago period. Net income for the nine months was $41,658,000, compared to last year's $69,692,000. Sales for the nine-month period amounted to $1,372,027,000, up 4.5% from $1,312,987,000 for the year-ago period, and comparable store sales declined 3.7%. Marvin J. Girouard, the Company's Chairman and Chief Executive Officer, said, "The third quarter was particularly difficult due to a challenging retail environment and Company-specific issues from marketing and merchandising programs that are in transition during the last half of the fiscal year. Although weak store traffic and high merchandise discounting has negatively affected short-term profits this year, we are implementing longer-term plans, such as SKU reductions, stronger visual merchandising and creative new marketing programs, to achieve improvements in sales and profitability. In the interim, we continue to carefully monitor inventories and control expenses. "At the end of the third quarter, cash and cash equivalents were $120 million. We continue to repurchase stock, and for the nine months ended November 27, 2004, we repurchased 3.0 million shares at a cost of $54.3 million. There is $115.4 million remaining in the Board-authorized repurchase program. "We recently made the decision to change the name of our Cargokids stores to Pier 1 kids. After testing a few stores with the new name, we experienced improved sales. Although the name Cargo had been around for over 20 years, we believe that Pier 1 has stronger brand recognition and are confident that the time is appropriate to convert all remaining stores to Pier 1 kids by March 2005." December comparable store sales are currently trending in the negative mid-single digits, and we project them to be in a range of - -2% to -6% for the month. Fourth quarter projections for comparable store sales are expected to be in a range of negative mid-single digits. Gross profit projections for the fourth quarter are in a range of 39.2% to 40.0% of sales. Selling, general and administrative expenses are projected to be in a range of 25.2% to 26.0% of sales, resulting in diluted earnings per share in a range of $0.43 to $0.52 for the three months ending February 26, 2005. As a result, fiscal year 2005 diluted earnings per share projections are in a range of $0.90 to $0.99. The Company will host a conference call to discuss fiscal 2005 third quarter earnings at 10:00 a.m. Central Time today. A web cast is available on our website at www.pier1.com linking through to the "Investor Relations" page and the "Events" page, or you can dial into the conference at 706-643-0435, ID number 5459397. The teleconference will be held in a "listen-only" mode for all participants other than the Company's current sell-side analysts and buy-side investors. The replay will be available at about 12:00 p.m. (Central) for 24 hours and replay access can be dialed at 800-642-1687 or if international dial 706-645-9291 and reference the conference ID number 5459397. Any forward-looking projections or statements made in this press release should be considered in conjunction with the cautionary statements contained in the Company's most recently filed Form 10-Q for fiscal year 2005. Management's expectations and assumptions regarding planned store openings, financing of Company obligations from operations, results from its new marketing, merchandising and store operations strategies, and other future results are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. Risks and uncertainties that may affect Company operations and performance include, among others, the effects of terrorist attacks or other acts of war, conflicts or war involving the United States or its allies or trading partners, labor strikes, weather conditions that may affect sales, volatility of fuel and utility costs, the general strength of the economy and levels of consumer spending, consumer confidence, the availability of new sites for expansion along with sufficient labor to facilitate growth, the strength of new home construction and sales of existing homes, the availability and proper functioning of technology and communications systems supporting the Company's key business processes, the ability of the Company to import merchandise from foreign countries without significantly restrictive tariffs, duties or quotas and the ability of the Company to source, ship and deliver items from foreign countries to its U.S. distribution centers at reasonable prices and rates and in a timely fashion. The Company assumes no obligation to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied will not be realized. Pier 1 Imports, Inc. is North America's largest specialty retailer of imported decorative home furnishings and gifts with Pier 1 Imports(R) stores in 50 states, Puerto Rico, Canada, and Mexico; The Pier(R) stores primarily in the United Kingdom; and Pier 1 kids(R) and Cargokids(R) stores. Pier 1 Imports, Inc. -------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share amounts) (unaudited) Three Months Ended Nine Months Ended Nov. 27, Nov. 29, Nov. 27, Nov. 29, 2004 2003 2004 2003 --------- --------- ----------- ----------- Net sales $487,729 $482,444 $1,372,027 $1,312,987 Operating costs and expenses: Cost of sales (including buying and store occupancy costs) 296,651 274,346 839,928 767,580 Selling, general and administrative expenses 145,766 143,997 424,273 397,500 Depreciation and amortization 14,520 13,140 42,038 37,564 --------- --------- ----------- ----------- 456,937 431,483 1,306,239 1,202,644 --------- --------- ----------- ----------- Operating income 30,792 50,961 65,788 110,343 Nonoperating (income) and expenses: Interest and investment income (384) (462) (1,204) (1,623) Interest expense 249 322 798 1,344 --------- --------- ----------- ----------- (135) (140) (406) (279) --------- --------- ----------- ----------- Income before income taxes 30,927 51,101 66,194 110,622 Provision for income taxes 11,452 18,907 24,536 40,930 --------- --------- ----------- ----------- Net income $19,475 $32,194 $41,658 $69,692 ========= ========= =========== =========== Earnings per share: Basic $0.23 $0.36 $0.48 $0.78 ========= ========= =========== =========== Diluted $0.22 $0.35 $0.47 $0.76 ========= ========= =========== =========== Average shares outstanding during period: Basic 86,155 89,005 87,232 89,520 ========= ========= =========== =========== Diluted 87,845 91,588 89,129 91,803 ========= ========= =========== =========== Pier 1 Imports, Inc. -------------------- CONSOLIDATED BALANCE SHEETS (in thousands except share amounts) (unaudited) November 27, February 28, November 29, 2004 2004 2003 ------------ ------------ ------------ ASSETS Current assets: Cash and cash equivalents, including temporary investments of $104,711, $208,984 and $164,136, respectively $119,672 $225,101 $178,731 Beneficial interest in securitized receivables 52,717 44,331 51,237 Other accounts receivable, net 24,594 14,226 20,243 Inventories 396,972 373,870 404,152 Prepaid expenses and other current assets 44,002 40,623 38,158 ------------ ------------ ------------ Total current assets 637,957 698,151 692,521 Properties, net 323,043 290,420 272,262 Other noncurrent assets 62,157 63,602 54,105 ------------ ------------ ------------ $1,023,157 $1,052,173 $1,018,888 ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $- $- $6,000 Accounts payable 102,241 100,640 100,153 Gift cards and other deferred revenue 55,070 59,385 50,506 Accrued income taxes payable 8,441 25,982 14,591 Other accrued liabilities 103,494 93,881 98,923 ------------ ------------ ------------ Total current liabilities 269,246 279,888 270,173 Long-term debt 19,000 19,000 19,000 Other noncurrent liabilities 75,475 69,654 66,313 Shareholders' equity: Common stock, $1.00 par, 500,000,000 shares authorized, 100,779,000 issued 100,779 100,779 100,779 Paid-in capital 142,887 145,384 145,126 Retained earnings 646,528 630,997 589,785 Cumulative other comprehensive income 4,742 1,667 1,603 Less -- 14,612,000, 12,473,000 and 11,559,000 common shares in treasury, at cost, respectively (235,500) (195,196) (173,891) ------------ ------------ ------------ 659,436 683,631 663,402 ------------ ------------ ------------ $1,023,157 $1,052,173 $1,018,888 ============ ============ ============ Pier 1 Imports, Inc. -------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended November 27, November 29, 2004 2003 ------------- ------------- Cash flow from operating activities: Net income $41,658 $69,692 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 54,625 48,268 Loss (gain) on disposal of fixed assets 604 (552) Deferred compensation 5,784 4,876 Lease termination expense 1,851 2,992 Tax benefit from options exercised by employees 2,675 4,355 Other 1,786 2,975 Changes in cash from: Inventories (23,102) (70,802) Other accounts receivable, prepaid expenses and other current assets (19,169) (18,477) Accounts payable and accrued expenses 4,506 31,076 Accrued income taxes payable (17,541) (11,207) Other noncurrent assets 548 (754) ------------- ------------- Net cash provided by operating activities 54,225 62,442 ------------- ------------- Cash flow from investing activities: Capital expenditures (80,519) (87,904) Proceeds from disposition of properties 951 33,953 Net change in restricted cash - (500) Beneficial interest in securitized receivables (8,386) (12,049) ------------- ------------- Net cash used in investing activities (87,954) (66,500) ------------- ------------- Cash flow from financing activities: Cash dividends (26,127) (19,683) Purchases of treasury stock (54,281) (52,292) Proceeds from stock options exercised, stock purchase plan and other, net 8,708 13,040 Repayments of notes payable - (390) ------------- ------------- Net cash used in financing activities (71,700) (59,325) ------------- ------------- Change in cash and cash equivalents (105,429) (63,383) Cash and cash equivalents at beginning of period 225,101 242,114 ------------- ------------- Cash and cash equivalents at end of period $119,672 $178,731 ============= ============= CONTACT: Pier 1 Imports, Inc., Fort Worth Cary Turner, 817-252-8400 -----END PRIVACY-ENHANCED MESSAGE-----