Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - PIER 1 IMPORTS INC/DEFinancial_Report.xls
EX-31.1 - EX-31.1 - PIER 1 IMPORTS INC/DEd586290dex311.htm
EX-32.1 - EX-32.1 - PIER 1 IMPORTS INC/DEd586290dex321.htm
EX-31.2 - EX-31.2 - PIER 1 IMPORTS INC/DEd586290dex312.htm
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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 31, 2013

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 001-07832

 

PIER 1 IMPORTS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

   

75-1729843

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. Employer

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)

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. Yes [ X ]  No [     ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [ X ]  No [     ]

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

 

Large accelerated filer     X    

    Accelerated filer             

Non-accelerated filer             

  (Do not check if a smaller reporting company)   Smaller reporting company             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [    ]  No [ X ]

As of October 3, 2013, there were outstanding 103,756,547 shares of the registrant’s common stock, all of one class.


Table of Contents

PIER 1 IMPORTS, INC.

INDEX TO QUARTERLY FORM 10-Q

 

PART I. FINANCIAL INFORMATION

     Page   

Item 1.     Financial Statements

  

Consolidated Statements of Operations for the Three and Six Months Ended August 31, 2013 and August 25, 2012

     3   

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended August 31, 2013 and August 25, 2012

     4   

Consolidated Balance Sheets as of August 31, 2013, March 2, 2013 and August 25, 2012

     5   

Consolidated Statements of Cash Flows for the Six Months Ended August 31, 2013 and August 25, 2012

     6   

Consolidated Statement of Shareholders’ Equity for the Six Months Ended August 31, 2013

     7   

Notes to Consolidated Financial Statements

     8   

Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

     11   

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

     20   

Item 4.     Controls and Procedures

     20   

PART II. OTHER INFORMATION

  

Item 1.     Legal Proceedings

     20   

Item 1A.   Risk Factors

     20   

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

     21   

Item 3.     Defaults upon Senior Securities

     21   

Item 4.     Mine Safety Disclosures

     21   

Item 5.     Other Information

     21   

Item 6.     Exhibits

     21   

Signatures

     22   

 

2


Table of Contents

PART I

 

Item 1. Financial Statements.

PIER I IMPORTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share amounts)

(unaudited)

 

     Three Months Ended     Six Months Ended  
     August 31,     August 25,     August 31,     August 25,  
     2013     2012     2013     2012  

Net sales

   $ 395,641      $ 367,615      $ 790,495      $ 728,734   

Cost of sales

     234,342        216,066        461,598        426,911   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     161,299        151,549        328,897        301,823   

Selling, general and administrative expenses

     122,609        112,021        248,079        228,351   

Depreciation and amortization

     9,629        7,214        18,542        13,745   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     29,061        32,314        62,276        59,727   

Nonoperating expenses and (income):

        

Interest, investment income and other

     (272     (443     (624     (1,871

Interest expense (income)

     569        (2,107     1,318        (1,293
  

 

 

   

 

 

   

 

 

   

 

 

 
     297        (2,550     694        (3,164
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     28,764        34,864        61,582        62,891   

Income tax provision

     10,930        8,633        23,401        18,835   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 17,834      $ 26,231      $ 38,181      $ 44,056   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share:

        

Basic

   $ 0.17      $ 0.25      $ 0.36      $ 0.41   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 0.17      $ 0.24      $ 0.35      $ 0.40   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends declared per share:

   $ 0.05      $ 0.04      $ 0.10      $ 0.08   
  

 

 

   

 

 

   

 

 

   

 

 

 

Average shares outstanding during period:

        

Basic

     105,745        105,786        105,867        107,192   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     107,249        107,447        107,819        109,154   
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

3


Table of Contents

PIER 1 IMPORTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

     Three Months Ended      Six Months Ended  
     August 31,     August 25,      August 31,     August 25,  
     2013     2012      2013     2012  

Net income

   $ 17,834      $ 26,231       $ 38,181      $ 44,056   

Other comprehensive income (loss)

         

Foreign currency translation adjustments

     (637     1,375         (1,087     295   

Pension adjustments

     464        4         929        491   
  

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

     (173     1,379         (158     786   
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income

   $ 17,661      $ 27,610       $ 38,023      $ 44,842   
  

 

 

   

 

 

    

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

4


Table of Contents

PIER 1 IMPORTS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands except share amounts)

(unaudited)

 

     August 31,     March 2,     August 25,  
     2013     2013     2012  

ASSETS

  

Current assets:

      

Cash and cash equivalents, including temporary investments of $83,184, $191,568 and $75,536, respectively

   $ 124,853      $ 231,556      $ 115,138   

Accounts receivable, net

     22,205        22,309        21,736   

Inventories

     444,661        356,053        420,801   

Prepaid expenses and other current assets

     56,364        49,016        24,799   
  

 

 

   

 

 

   

 

 

 

Total current assets

     648,083        658,934        582,474   

Properties, net of accumulated depreciation of $415,913, $483,067 and $473,431, respectively

     171,023        150,615        125,659   

Other noncurrent assets

     47,157        47,666        71,714   
  

 

 

   

 

 

   

 

 

 
   $ 866,263      $ 857,215      $ 779,847   
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

  

Current liabilities:

      

Accounts payable

   $ 103,067      $ 58,701      $ 91,430   

Gift cards and other deferred revenue

     53,109        51,740        48,544   

Accrued income taxes payable

     6,984        25,249        10,859   

Other accrued liabilities

     101,454        112,437        98,882   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     264,614        248,127        249,715   

Long-term debt

     9,500        9,500        9,500   

Other noncurrent liabilities

     66,921        62,457        60,647   

Shareholders’ equity:

      

Common stock, $0.001 par, 500,000,000 shares authorized, 125,232,000 issued

     125        125        125   

Paid-in capital

     228,521        233,518        229,002   

Retained earnings

     601,866        574,206        498,248   

Cumulative other comprehensive loss

     (4,986     (4,828     (3,687

Less — 19,601,000, 18,906,000 and 19,244,000 common shares in treasury, at cost, respectively

     (300,298     (265,890     (263,703
  

 

 

   

 

 

   

 

 

 
     525,228        537,131        459,985   

Commitments and contingencies

     -        -        -   
  

 

 

   

 

 

   

 

 

 
   $ 866,263      $ 857,215      $ 779,847   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

5


Table of Contents

PIER 1 IMPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Six Months Ended  
     August 31,
2013
    August 25,
2012
 

Cash flow from operating activities:

    

Net income

   $ 38,181      $ 44,056   

Adjustments to reconcile to net cash (used in) provided by operating activities:

    

Depreciation and amortization

     21,944        17,649   

Stock-based compensation expense

     7,271        5,989   

Deferred compensation

     3,840        3,312   

Amortization of deferred gains

     (1,464     (5,461

Change in reserve for uncertain tax positions

     648        (7,352

Other

     796        (1,807

Changes in cash from:

    

Inventories

     (88,608     (98,319

Proprietary credit card receivables

     (2,039     (2,130

Prepaid expenses and other assets

     (7,054     (6,680

Accounts payable and accrued expenses

     34,479        11,476   

Accrued income taxes payable, net of payments

     (18,435     (9,546
  

 

 

   

 

 

 

Net cash used in operating activities

     (10,441     (48,813
  

 

 

   

 

 

 

Cash flow from investing activities:

    

Capital expenditures

     (42,022     (37,858

Proceeds from disposition of properties

     4,298        38   

Proceeds from sale of restricted investments

     425        1,176   

Purchase of restricted investments

     (2,154     (2,784
  

 

 

   

 

 

 

Net cash used in investing activities

     (39,453     (39,428
  

 

 

   

 

 

 

Cash flow from financing activities:

    

Cash dividends

     (10,521     (8,559

Purchases of treasury stock

     (59,639     (79,281

Proceeds from stock options exercised, stock purchase plan and other, net

     14,485        3,351   

Debt issuance costs

     (1,134     -   
  

 

 

   

 

 

 

Net cash used in financing activities

     (56,809     (84,489
  

 

 

   

 

 

 

Change in cash and cash equivalents

     (106,703     (172,730

Cash and cash equivalents at beginning of period

     231,556        287,868   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 124,853      $ 115,138   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

6


Table of Contents

PIER 1 IMPORTS, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED AUGUST 31, 2013

(in thousands)

(unaudited)

 

                        Retained
Earnings
    Cumulative
Other
Comprehensive
Income (Loss)
    Treasury
Stock
    Total
Shareholders’
Equity
 
     Common Stock          
     Outstanding
Stock
    Amount      Paid-in
Capital
         
                 

Balance March 2, 2013

     106,326      $ 125       $ 233,518      $ 574,206      $ (4,828   $ (265,890   $ 537,131   

Net income

     -        -         -        38,181        -        -        38,181   

Other comprehensive income (loss)

     -        -         -        -        (158     -        (158

Purchases of treasury stock

     (2,594     -         -        -        -        (59,639     (59,639

Stock-based compensation

     718        -         (2,817     -        -        10,088        7,271   

Exercise of stock options, stock purchase plan, and other

     1,181        -         (2,180     -        -        15,143        12,963   

Cash dividends ($0.10 per share)

     -        -         -        (10,521     -        -        (10,521
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance August 31, 2013

     105,631      $ 125       $ 228,521      $ 601,866      $ (4,986   $ (300,298   $ 525,228   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

7


Table of Contents

PIER 1 IMPORTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2013 AND AUGUST 25, 2012

(unaudited)

Throughout this report, references to the “Company” include Pier 1 Imports, Inc. and all its consolidated subsidiaries. The accompanying unaudited financial statements should be read in conjunction with the Company’s Form 10-K for the year ended March 2, 2013. All adjustments that are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements contained in this report have been made and consist only of normal recurring adjustments, except as otherwise described herein, if any. The results of operations for the three and six months ended August 31, 2013 and August 25, 2012 are not indicative of results to be expected for the fiscal year because of, among other things, seasonality factors in the retail business. Historically, the strongest sales of the Company’s products have occurred during the holiday season beginning in November and continuing through December. The Company conducts business as one operating segment. As of August 31, 2013, the Company had no financial instruments with fair market values that were materially different from their carrying values.

Note 1 – Earnings per share

Basic earnings per share amounts were determined by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share amounts were similarly computed, but included the dilutive effect of the Company’s weighted average number of stock options outstanding and shares of unvested restricted stock. Stock options for which the exercise price was greater than the average market price of common shares were not included in the computation of diluted earnings per share as the effect would be antidilutive. There were no stock options outstanding with exercise prices greater than the average market price of the Company’s common shares for the three and six months ended August 31, 2013, respectively. There were 2,178,000 and 2,180,000 stock options outstanding with exercise prices greater than the average market price of the Company’s common shares for the three and six months ended August 25, 2012, respectively. Earnings per share for the three and six months ended August 31, 2013 and August 25, 2012 were calculated as follows (in thousands except per share amounts):

 

     Three Months Ended      Six Months Ended  
     August 31,
2013
     August 25,
2012
     August 31,
2013
     August 25,
2012
 

Net income, basic and diluted

   $ 17,834       $ 26,231       $ 38,181       $ 44,056   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average shares outstanding during period:

           

Basic

     105,745         105,786         105,867         107,192   

Effect of dilutive stock options

     913         1,287         1,138         1,333   

Effect of dilutive restricted stock

     591         374         814         629   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

     107,249         107,447         107,819         109,154   
  

 

 

    

 

 

    

 

 

    

 

 

 

Earnings per share:

           

Basic

   $ 0.17       $ 0.25       $ 0.36       $ 0.41   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

   $ 0.17       $ 0.24       $ 0.35       $ 0.40   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

8


Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Note 2 – Stock-based compensation

For the three and six months ended August 31, 2013, the Company recorded stock-based compensation expense primarily related to restricted stock expense of $3,201,000 and $7,217,000, respectively. For the three and six months ended August 25, 2012, the Company recorded stock-based compensation expense primarily related restricted stock expense of $3,056,000 and $5,852,000, respectively. As of August 31, 2013 there was approximately $18,665,000 of total unrecognized compensation expense related to unvested restricted stock that may be recognized over a weighted average period of 2.1 years, if certain performance targets are achieved.

Note 3 – Defined benefit plans

The Company maintains supplemental retirement plans (the “Plans”) for certain of its executive officers. The Plans provide that upon death, disability, reaching retirement age, or certain termination events, a participant will receive benefits based on highest compensation, years of service and years of plan participation. Benefit costs are determined using actuarial cost methods to estimate the total benefits ultimately payable to executive officers and this cost is allocated to the respective service periods.

The Plans are not funded and thus have no plan assets. The actuarial assumptions used to calculate benefit costs are reviewed annually, or in the event of a material change in the Plans or participation in the Plans. The components of net periodic benefit costs for the three and six months ended August 31, 2013 and August 25, 2012 are shown in the table below (in thousands). The amortization of amounts related to unrecognized prior service costs and net actuarial loss were reclassified out of other comprehensive income as a component of net periodic benefit cost.

 

     Three Months Ended     Six Months Ended  
     August 31,
2013
     August 25,
2012
    August 31,
2013
     August 25,
2012
 

Components of net periodic benefits cost:

          

Service cost

   $ 364       $ 338      $ 728       $ 677   

Interest cost

     191         186        382         373   

Amortization of unrecognized prior service costs

     103         103        205         205   

Amortization of net actuarial loss

     348         350        696         698   

Settlement

     -         (488     -         (488
  

 

 

    

 

 

   

 

 

    

 

 

 

Net periodic benefit cost

   $ 1,006       $ 489      $ 2,011       $ 1,465   
  

 

 

    

 

 

   

 

 

    

 

 

 

Note 4 – Secured credit facility

On June 18, 2013, the Company amended, renewed and extended its secured credit facility (“Credit Facility”). The Credit Facility was amended to extend the maturity date from April 4, 2016 to June 18, 2018 and increase the amount of the facility from $300,000,000 to $350,000,000. The Credit Facility continues to be secured by the Company’s merchandise inventory and credit card receivables. As of August 31, 2013, the Company had no borrowings and approximately $40,066,000 in letters of credit and bankers’ acceptances outstanding.

Credit extensions under the Credit Facility are limited to the lesser of $350,000,000 or the amount of the calculated borrowing base, which was $350,000,000 as of August 31, 2013. At the Company’s option, borrowings will bear interest at either (a) the adjusted LIBOR rate plus a spread varying from 125 to 175 basis points per annum, depending on the amount then borrowed under the Credit Facility, or (b) the prime rate plus a spread varying from 25 to 75 basis points per annum, depending on the amount then

 

9


Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

borrowed under the Credit Facility. Provided that there is no default and no default would occur as a result thereof, the Company may request that the Credit Facility be increased to an amount not to exceed $450,000,000. Under the terms of the Credit Facility, the Company agrees to pay a fee on the unused portion of the Credit Facility at a rate of 25 basis points per annum. In addition, the Company will pay letter of credit fronting fees and fees on the amount of letters of credit outstanding. The amendment did not result in any other significant changes to the Credit Facility.

Note 5 – Income taxes

During the second quarter of fiscal 2013, the Company reversed a portion of its reserve for uncertain income tax positions for which the statute of limitations expired. This adjustment resulted in an income tax benefit of $5,857,000 during the second quarter of fiscal 2013. In addition, the Company reversed $2,757,000 of accrued interest related to these uncertain tax positions during the second quarter of fiscal 2013.

Note 6 – New accounting pronouncement

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends current comprehensive income guidance. This accounting update requires companies to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. This guidance was effective for the Company beginning in the first quarter of fiscal 2014 and the required disclosure is included in Note 3 – Defined benefit plans.

 

10


Table of Contents

PART I

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of financial condition, results of operations, and liquidity and capital resources should be read in conjunction with the Company’s consolidated financial statements as of March 2, 2013, and for the year then ended, and related Notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, all contained in the Company’s Annual Report on Form 10-K for the year ended March 2, 2013.

Management Overview

Pier 1 Imports, Inc. (together with its consolidated subsidiaries, the “Company”) is one of North America’s largest specialty retailers of imported decorative home furnishings and gifts. The Company directly imports merchandise from many countries and sells a wide variety of decorative accessories, furniture, candles, housewares, gifts and seasonal products in its stores and through the Company’s website, Pier1.com. The results of operations for the three and six months ended August 31, 2013 and August 25, 2012 are not indicative of results to be expected for the fiscal year because of, among other things, seasonality factors in the retail business. Historically, the strongest sales of the Company’s products have occurred during the holiday season beginning in November and continuing through December. The Company conducts business as one operating segment and operates stores in the United States and Canada under the name Pier 1 Imports. As of August 31, 2013, the Company operated 1,066 stores in the United States and Canada.

In April 2012, the Company announced a three-year growth plan designed to drive profitable top and bottom-line growth, expand market share, and increase shareholder value as the Company continues evolving into a omni-channel retailer. The plan includes investing $200 million in capital over a three-year period through initiatives which include building a best-in-class e-Commerce platform; strengthening the Company’s infrastructure through investments in technology, processes and systems; and improving the Company’s store portfolio through refurbishments, remodels, new store openings and strategic relocations. The plan also includes returning value to shareholders through share repurchases and quarterly cash dividends. In conjunction with the three-year growth plan, the Company established financial targets which include achieving sales per retail square foot of $225 and operating margins of at least 12% of sales by the end of fiscal 2015. The Company expects an online sales contribution of at least 10% of total revenues by the end of fiscal 2016. During the second quarter of fiscal 2014, the Company continued implementation of its plan through a number of strategic projects. The Company believes these projects provide the foundation and building blocks for long-term success.

The Company is making advancements in expanding its omni-channel strategy and executing its ‘1 Pier 1’ vision. One of the key areas of focus is an expected seamless integration of its two mutually supportive and interdependent businesses – its Pier 1 Imports stores and its website, Pier1.com. Since the launch of Pier1.com during July of fiscal 2013, traffic to the website has increased significantly, and the Company has seen progressive increases in e-Commerce sales as a percentage of total Company sales. In addition, the Company executed website upgrades during the second quarter of fiscal 2014, which continue to enhance the customer experience and interaction with the brand. The rollout of the Company’s new point-of-sale system was completed during the second quarter, and the Company has begun the integration process between e-Commerce and the stores, which is an important component of the ‘1 Pier 1’ strategy.

Net sales for the second quarter of fiscal 2014 increased 7.6% and comparable store sales for the period increased 3.5%. The difference between the total sales and comparable store sales growth is primarily attributable to stores opened during fiscal 2013 and 2014, which are excluded from the comparable store sales calculation, and direct-to-customer sales. Sales per retail square foot were $202 for the trailing twelve months ended August 31, 2013, up from $190 for the trailing twelve months ended August 25,

 

11


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)

 

2012. Management believes that the Company’s sales will continue to improve as a result of its unique and special merchandise assortments, superior in-store experience, and enhanced e-Commerce experience.

For the second quarter of fiscal 2014, gross profit was 40.8% of sales, compared to 41.2% during the same period last year, a decline of 40 basis points. The year-over-year decline was primarily due to increased promotional activity and clearance markdowns partially offset by the leveraging of store occupancy. Operating income for the second quarter of fiscal 2014 was $29.1 million, or 7.3% of sales, compared to $32.3 million, or 8.8% of sales, for the same period in the prior year.

During the first six months of fiscal 2014, the Company utilized $42.0 million for capital expenditures, which included approximately $23.7 million for the opening of 14 new stores, three major remodels, new merchandise fixtures and lighting, and other leasehold improvements and equipment. The remaining capital expenditures were utilized for technology and infrastructure initiatives, including e-Commerce and the new point-of-sale system. Capital expenditures for fiscal 2014 are expected to be approximately $75 million.

During the first six months of fiscal 2014, the Company repurchased 2,594,200 shares of its common stock under the December 2012 Board-approved program at a weighted average cost of $22.99 per share for a total cost of $59.6 million. Subsequent to quarter end, the Company completed the December 2012 Board-approved program and utilized a total of $40.4 million to repurchase 1,931,605 shares of the Company’s common stock at a weighted average cost of $20.90 per share. In total, the Company repurchased 4,525,805 shares of its common stock at a weighted average cost of $22.10 per share and a total cost of $100.0 million under the December 2012 program. During the first half of fiscal 2014, the Company paid quarterly cash dividends totaling approximately $10.5 million. In addition, on September 27, 2013, the Company’s Board of Directors declared a $0.05 per share quarterly cash dividend payable on November 6, 2013 to shareholders of record on October 23, 2013.

 

12


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)

 

Results of Operations

Management reviews a number of key performance indicators to evaluate the Company’s financial performance. The following table summarizes those key performance indicators for the three and six months ended August 31, 2013 and August 25, 2012:

 

     Three Months Ended     Six Months Ended  
     August 31,     August 25,     August 31,     August 25,  
     2013     2012     2013     2012  

Key Performance Indicators

        

Total sales growth

     7.6     8.3     8.5     8.1

Comparable stores sales growth (1)

     3.5     6.7     4.7     7.0

Gross profit as a % of sales

     40.8     41.2     41.6     41.4

Selling, general and administrative expenses as a % of sales

     31.0     30.5     31.4     31.3

EBITDA (2)

   $ 38.8      $ 39.8      $ 81.1      $ 75.0   

Operating income as a % of sales

     7.3     8.8     7.9     8.2

Net income as a % of sales

     4.5     7.1     4.8     6.0

 

     For the period ended  
     August 31,     August 25,  
     2013     2012  

Sales per average retail square foot (3)

   $ 202      $ 190   

Total retail square footage (in thousands)

     8,392        8,323   

Total retail square footage increase from the same period last year

     0.8     1.3

 

(1) 

Includes orders placed online for store pick-up.

(2) 

See reconciliation of Net Income to Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) in Non-GAAP Financial Measures.

(3) 

Sales per average retail square foot is calculated using a rolling 12-month total of store sales over a 13-month retail square footage weighted average (includes orders place online for store pick-up but excludes direct-to-customer sales).

Net Sales – Net sales consisted almost entirely of sales to retail customers, net of discounts and returns, but also included delivery service revenues and wholesale sales and royalties. Sales by retail concept during the period were as follows (in thousands):

 

     Three Months Ended      Six Months Ended  
     August 31,      August 25,      August 31,      August 25,  
     2013      2012      2013      2012  

Stores

   $ 380,389       $ 363,555       $ 761,729       $ 720,948   

Other (1)

     15,252         4,060         28,766         7,786   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net sales

   $ 395,641       $ 367,615       $ 790,495       $ 728,734   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

Other sales consisted primarily of direct-to-customer sales, wholesale sales and royalties received from Grupo Sanborns, S.A. de C.V., and gift card breakage.

 

13


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)

 

Net sales for the second quarter of fiscal 2014 were $395.6 million, an increase of 7.6%, over last year’s second quarter net sales of $367.6 million. Comparable store sales for the quarter increased 3.5%, which was primarily the result of an increase in conversion and average ticket over the same period last year, partially offset by a decline in traffic during the month of July. Net sales during the year-to-date period increased $61.8 million, or 8.5%, to $790.5 million when compared to the same period last year, primarily as a result of an increase in average ticket. Comparable store sales increased 4.7% for the first six months of fiscal 2014. The Company’s net sales from Canadian stores were subject to fluctuation in currency conversion rates. These fluctuations offset the increase in comparable store sales by approximately 30 basis points for the quarter and 20 basis points for the year-to-date period. Sales on the Pier 1 credit card comprised 28.0% of U.S. store sales for the trailing twelve months ended August 31, 2013, compared to 25.7% at the end of fiscal 2013. Sales per retail square foot were $202 for the trailing twelve months ended August 31, 2013, up from $190 for the trailing twelve months ended August 25, 2012. Total store count as of August 31, 2013 was 1,066 compared to 1,058 stores a year ago.

The increase in sales for the six-month period was comprised of the following incremental components (in thousands):

 

     Net Sales  

Net sales for the six months ended August 25, 2012

   $ 728,734   

Incremental sales growth (decline) from:

  

New stores opened during fiscal 2014

     5,909   

Stores opened during fiscal 2013 (1)

     32,760   

Comparable stores (2)

     33,047   

Closed stores and other

     (9,955
  

 

 

 

Net sales for the six months ended August 31, 2013

   $ 790,495   
  

 

 

 

 

(1) 

Includes incremental sales of $19,740 from direct-to-customer sales.

(2) 

Includes orders placed online for store pick-up.

A summary reconciliation of the Company’s stores open at the beginning of fiscal 2014 to the number open at the end of the second quarter is as follows:

 

     United States     Canada      Total  

Open at March 2, 2013

     982        80         1,062   

Openings

     13        1         14   

Closings

     (10     -         (10
  

 

 

   

 

 

    

 

 

 

Open at August 31, 2013 (1)

     985        81         1,066   
  

 

 

   

 

 

    

 

 

 

 

(1) 

The Company supplies merchandise and licenses the Pier 1 Imports name to Grupo Sanborns, S.A. de C.V., which sells Pier 1 Imports merchandise primarily in a “store within a store” format. At August 31, 2013, there were 49 locations in Mexico and one in El Salvador. These locations were excluded from the table above.

Cost of Sales and Gross Profit – In the second quarter of fiscal 2014, cost of sales were 59.2% of sales, compared to 58.8% of sales for the same period last year and gross profit was 40.8% of sales, compared to 41.2% of sales for the same period a year ago. The year-over-year gross profit decline was primarily due to increased promotional activity and clearance markdowns partially offset by the leveraging of store occupancy.

 

14


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)

 

For the first six months of fiscal 2014, cost of sales were 58.4% of sales, compared to 58.6% of sales for the same period last year and gross profit was 41.6% of sales, compared to 41.4% last year. The year-over-year gross profit improvement was primarily due to the leveraging of store occupancy costs. During the first six months of fiscal 2014, rent expense increased in dollars compared to the same period last year primarily due to the increase in new store openings, but decreased as a percentage of sales.

Operating Expenses – Second quarter selling, general and administrative expenses were $122.6 million, or 31.0% of sales, compared to $112.0 million, or 30.5% of sales, for the same period in fiscal 2013. The 50 basis point increase was primarily due to increases in fixed expenses partially offset by the leveraging of store payroll. For the quarter, marketing expenses were in line with the Company’s expectations and the increase in fixed expenses was primarily attributable to additional headcount to support e-Commerce and other strategic initiatives.

Year-to-date selling, general and administrative expenses were $248.1 million, or 31.4% of sales, compared to $228.4 million, or 31.3% of sales, in the same period of fiscal 2013.

Operating income for the second quarter of fiscal 2014 was $29.1 million, or 7.3% of sales, compared to $32.3 million, or 8.8% of sales, last year. For the first half of fiscal 2014, operating income totaled $62.3 million, or 7.9% of sales, compared to $59.7 million, or 8.2% of sales, for the same period last year.

Nonoperating Income and Expense – During the first six months of fiscal 2014, nonoperating expense was $0.7 million, compared to nonoperating income of $3.2 million for the same period in fiscal 2013. The decrease was the result of the completion of deferred gain recognition related to transactions with the Company’s former proprietary credit card provider during the first quarter of fiscal 2013. Additionally, in conjunction with the adjustment for uncertain income tax positions discussed below, $2.8 million of accrued interest expense was reversed during the second quarter of fiscal 2013.

Income Taxes – The Company recorded an effective tax rate of 38.0% and an income tax provision of $10.9 million during the second quarter of fiscal 2014, compared to an effective tax rate of 24.8% and an income tax provision of $8.6 million during the second quarter last year. For the first six months of fiscal 2014, the Company recorded an effective tax rate of 38.0% and an income tax provision of $23.4 million, compared to an effective tax rate of 29.9% and an income tax provision of $18.8 million during the same period last year. During the second quarter of fiscal 2013, the Company reversed a portion of its reserve for uncertain income tax positions for which the statute of limitations expired. This adjustment resulted in an income tax benefit of $5.9 million during fiscal 2013.

Net Income – For the second quarter of fiscal 2014, the Company reported net income of $17.8 million, or $0.17 per share. For the second quarter of fiscal 2013 net income was $26.2 million, or $0.24 per share, which included the tax benefit and reduced accrued interest resulting from the reversal of a portion of the Company’s reserve for uncertain income tax positions, as described above. Utilizing an estimated annual effective tax rate of 35.6%, and excluding the reversal of accrued interest, fiscal 2013 second quarter adjusted net income on a non-GAAP basis was $20.7 million, or $0.19 per share compared to $0.17 per share in the second quarter of fiscal 2014 which did not have the benefit from uncertain tax positions.

For the first six months of fiscal 2014, the Company reported net income of $38.2 million, or $0.35 per share. For the same period last year, net income was $44.1 million, or $0.40 per share, which included the tax benefit and reduced accrued interest resulting from the reversal of a portion of the Company’s reserve for uncertain income tax positions, as described above. Utilizing an estimated annual effective tax rate of 35.6%, and excluding the reversal of accrued interest, adjusted net income on a non-GAAP basis was $38.7 million, or $0.35 per share, for the first six months of fiscal 2013, which was flat compared to $0.35 per share for the first six months of fiscal 2014 which did not have the benefit from uncertain tax positions.

 

15


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)

 

Non-GAAP Financial Measures

The following reconciles adjusted net income and adjusted diluted earnings per share for the prior year periods that included a benefit related to uncertain tax positions.

 

     Three Months Ended     Six Months Ended  
     August 25, 2012     August 25, 2012  
     ($ in millions, except per share amounts)  

Net Income (GAAP)

   $ 26.2      $ 44.1   

Add back: Income Tax Provision (GAAP)

     8.6        18.8   
  

 

 

   

 

 

 

Income Before Income Taxes (GAAP)

     34.9        62.9   

Interest Expense Adjustment Related to Uncertain Tax Positions

     (2.8     (2.8
  

 

 

   

 

 

 

Adjusted Income Before Income Taxes (non-GAAP)

     32.1        60.1   

Adjusted Income Tax Provision at

    

Estimated 35.6% Annual Effective Tax Rate

     11.4        21.4   
  

 

 

   

 

 

 

Adjusted Net Income (non-GAAP)

   $ 20.7      $ 38.7   
  

 

 

   

 

 

 

Diluted Earnings per Share (GAAP)

   $ 0.24      $ 0.40   

Interest Expense Adjustment Related to

    

Uncertain Tax Positions, net of tax

     (0.02     (0.02

Difference of Income Tax Provision at

    

Estimated 35.6% Annual Effective Tax Rate

     (0.03     (0.03
  

 

 

   

 

 

 

Adjusted Diluted Earnings per Share (non-GAAP)

   $ 0.19      $ 0.35   
  

 

 

   

 

 

 

 

16


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)

 

EBITDA represents earnings before interest, taxes, depreciation and amortization. Management believes EBITDA is a meaningful indicator of the Company’s performance that provides useful information to investors regarding its financial condition and results of operations. Management uses EBITDA, together with financial measures prepared in accordance with GAAP, to assess the Company’s operating performance, to enhance its understanding of core operating performance and to compare the Company’s operating performance to other retailers. A reconciliation of net income to EBITDA is shown below for the periods indicated (in millions).

 

     Three Months Ended     Six Months Ended  
     August 31,      August 25,     August 31,      August 25,  
     2013      2012     2013      2012  

Net Income (GAAP)

   $ 17.8       $ 26.2      $ 38.2       $ 44.1   

Add Back: Income Tax Provision

     10.9         8.6        23.4         18.8   

Interest Expense (Income), net

     0.4         (2.3     1.0         (1.6

Depreciation and Amortization

     9.6         7.2        18.5         13.7   
  

 

 

    

 

 

   

 

 

    

 

 

 

EBITDA (non-GAAP)

   $ 38.8       $ 39.8      $ 81.1       $ 75.0   
  

 

 

    

 

 

   

 

 

    

 

 

 

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). The Company believes that the non-GAAP financial measures included in this quarterly report allow management and investors to understand and compare the Company’s net income and earnings per share results in a more consistent manner for the periods covered by this report. The non-GAAP measures should be considered supplemental and not a substitute for the Company’s net income and earnings per share results that were reported in accordance with GAAP for the periods presented.

Liquidity and Capital Resources

The Company ended the first six months of fiscal 2014 with $124.9 million in cash and temporary investments compared to $231.6 million at the end of fiscal 2013. The decrease was primarily the result of the utilization of cash to support the Company’s three-year growth plan, including $42.0 million for capital expenditures, $59.6 million to repurchase shares of the Company’s common stock, and $10.5 million for cash dividends.

Cash Flows from Operating Activities

Operating activities in the first half of fiscal 2014 used $10.4 million of cash, primarily as a result of an increase in inventories partially offset by net income. Inventory levels at the end of the second quarter of fiscal 2014 were $444.7 million, an increase of $23.9 million, or 5.7%, from the second quarter of fiscal 2013 and in line with the Company’s expectations. The increase in inventories primarily resulted from additional inventory to support e-Commerce sales and the broadening of assortments under the Company’s special merchandise order program known as “Express Request”. At the end of fiscal 2014, inventory is planned to increase over last fiscal year end, in line with planned sales growth.

Cash Flows from Investing Activities

During the first six months of fiscal 2014, investing activities used $39.5 million compared to $39.4 million during the same period last year. Total capital expenditures during the first six months of fiscal 2014 were

 

17


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)

 

$42.0 million, which included approximately $23.7 million for the opening of 14 new stores, three major remodels, new merchandise fixtures and lighting, and other leasehold improvements and equipment. The remaining capital expenditures were for technology and infrastructure initiatives, including e-Commerce and the new point-of-sale system. Capital expenditures for fiscal 2014 are expected to be approximately $75 million.

Cash Flows from Financing Activities

During the first six months of fiscal 2014, financing activities used $56.8 million, primarily related to $59.6 million for repurchases of the Company’s common stock under the December 2012 Board-approved share repurchase program. In addition, the Company paid $10.5 million in cash dividends. These cash outflows were partially offset by the receipt of $14.5 million in proceeds related to employee stock option exercises and the Company’s employee stock purchase plan.

Lease Obligations

At the end of the second quarter of fiscal 2014, the Company’s minimum operating lease commitments remaining for fiscal 2014 were $115.2 million. The present value of total existing minimum operating lease commitments discounted at 10% was $838.8 million at the fiscal 2014 second quarter end compared to $798.7 million at the end of fiscal 2013.

Secured Credit Facility

As of August 31, 2013, the Company had no cash borrowings and approximately $40.1 million in letters of credit and bankers’ acceptances outstanding under its secured credit facility. The calculated borrowing base was $350 million, of which approximately $309.9 million was available for additional borrowings. As of the end of the second quarter of fiscal 2014, the Company was in compliance with all required covenants stated in the agreement.

On June 18, 2013, the Company amended, renewed and extended its secured credit facility. The facility was amended to extend the maturity date from April 4, 2016 to June 18, 2018 and increase the amount of the facility from $300 million to $350 million. The amended facility includes a $100 million accordion feature, which enables the Company to request that the facility be increased to an amount not to exceed $450 million under certain circumstances. The Company expects to continue funding its working capital requirements with cash flow from operating activities but may use the facility for general corporate purposes.

Share Repurchase Program

During the first six months of fiscal 2014, the Company repurchased 2,594,200 shares of its common stock under the December 2012 Board-approved program at a weighted average cost of $22.99 per share for a total cost of $59.6 million. Subsequent to quarter end, the Company completed the December 2012 Board-approved program and utilized a total of $40.4 million to repurchase 1,931,605 shares of the Company’s common stock at a weighted average cost of $20.90 per share. In total, the Company repurchased 4,525,805 shares of its common stock at a weighted average cost of $22.10 per share and a total cost of $100.0 million under the December 2012 program.

Dividends Payable

On September 27, 2013, subsequent to quarter end, the Board of Directors declared a $0.05 per share quarterly cash dividend on the Company’s outstanding shares of common stock. The $0.05 quarterly cash dividend will be paid on November 6, 2013 to shareholders of record on October 23, 2013.

 

18


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)

 

Sources of Working Capital

Working capital requirements are expected to be funded with cash from operations, available cash balances, and if required, borrowings against lines of credit. Given the Company’s cash position and the various liquidity options available, the Company believes it has sufficient liquidity to fund operational obligations, capital expenditure requirements, share repurchases and cash dividends.

Forward-looking Statements

Certain matters discussed in this quarterly report, except for historical information contained herein, may constitute “forward-looking statements” that are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company may also make forward-looking statements in other reports filed with the SEC and in material delivered to the Company’s shareholders. Forward-looking statements provide current expectations of future events based on management’s assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors. These statements encompass information that does not directly relate to any historical or current fact and often may be identified with the use of words such as “may,” “will,” “anticipates,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects” and other similar words and phrases. Management’s expectations and assumptions regarding planned store openings and closings, financing of Company obligations from operations, success of its marketing, merchandising and store operations strategies, its planned e-Commerce business, 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 or natural disasters, volatility of fuel and utility costs, the actions taken by the United States and other countries to stimulate the economy, the general strength of the economy and levels of consumer spending, consumer confidence, suitable store sites and distribution center locations, the availability of a qualified labor force and management, the availability and proper functioning of technology and communications systems supporting the Company’s key business processes and its e-Commerce operations, 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 of acceptable quality to its U.S. distribution centers at reasonable prices and rates and in a timely fashion. The foregoing risks and uncertainties are in addition to others which may be discussed elsewhere in this report and which may also affect Company operations and performance. The Company assumes no obligation to update or otherwise 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. Additional information concerning these risks and uncertainties is contained in the Company’s Annual Report on Form 10-K for the year ended March 2, 2013, as filed with the Securities and Exchange Commission.

Impact of Inflation

Inflation has not had a significant impact on the operations of the Company. However, the Company’s management cannot be certain of the effect inflation may have on the Company’s operations in the future.

 

19


Table of Contents

PART I

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There are no material changes to the Company’s market risk as disclosed in its Annual Report on Form 10-K for the fiscal year ended March 2, 2013.

 

Item 4. Controls and Procedures.

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in its reports filed or furnished under the Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is (b) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, an evaluation was conducted under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of August 31, 2013. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded, with reasonable assurance, that the Company’s disclosure controls and procedures were effective as of such date.

There has not been any change in the Company’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

 

Item 1. Legal Proceedings.

The Company is a party to various legal proceedings and claims in the ordinary course of its business. The Company believes that the outcome of these matters will not have a material adverse effect on its consolidated financial position, results of operations or liquidity.

 

Item 1A. Risk Factors.

There are no material changes from risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 2, 2013.

 

20


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

The following table provides information with respect to purchases of common stock of the Company made during the three months ended August 31, 2013, by Pier 1 Imports, Inc. or any “affiliated purchaser” of Pier 1 Imports, Inc. as defined in Rule 10b-18(a)(3) under the Exchange Act:

 

Period

   Total
Number of
Shares
Purchased
     Average
Price
Paid per
Share
(including
fees)
     Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs (1)
     Approximate
Dollar Value of
Shares that May
Yet Be
Purchased
Under the
Plans or
Programs (1)
 

Jun 2, 2013 through Jul 6, 2013

     459,600       $ 23.60         459,600       $ 72,159,815   

Jul 7, 2013 through Aug 3, 2013

     405,200         23.65         405,200         62,577,898   

Aug 4, 2013 through Aug 31, 2013

     1,002,000         22.17         1,002,000         40,361,046   
  

 

 

    

 

 

    

 

 

    

 

 

 
     1,866,800       $ 22.84         1,866,800       $ 40,361,046   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

On September 30, 2013, subsequent to quarter end, the Company completed its $100.0 million share repurchase program, which was announced in December of 2012. Under this program, the Company repurchased a total of 4,525,805 shares at a weighted average cost of $22.10 per share for a total cost of approximately $100.0 million.

During the second quarter of fiscal 2014, the Company did not acquire any shares of the Company’s common stock from employees to satisfy obligations that arose through equity compensation awards pursuant to approved plans.

 

Item 3. Defaults upon Senior Securities.

None.

 

Item 4. Mine Safety Disclosures.

Not applicable.

 

Item 5. Other Information.

None.

 

Item 6. Exhibits.

The Exhibit Index following the signature page to this Quarterly Report on Form 10-Q lists the exhibits filed or furnished with this quarterly report as required by Item 601 of Regulation S-K and is incorporated herein by reference.

 

21


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.

 

    PIER 1 IMPORTS, INC. (Registrant)
  Date: October 9, 2013   By:   /s/ Alexander W. Smith
      Alexander W. Smith, President and
      Chief Executive Officer
  Date: October 9, 2013   By:   /s/ Charles H. Turner
      Charles H. Turner, Senior Executive Vice President
      and Chief Financial Officer
  Date: October 9, 2013   By:   /s/ Darla D. Ramirez
      Darla D. Ramirez, Principal Accounting Officer

 

22


Table of Contents

EXHIBIT INDEX

 

Exhibit No.

 

Description

3(i)   Restated Certificate of Incorporation of Pier 1 Imports, Inc. as filed with the Delaware Secretary of State on October 12, 2009, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 10-Q for the quarter ended November 28, 2009 (File No. 001-07832).
3(ii)   Amended and Restated Bylaws of Pier 1 Imports, Inc. (as amended through October 9, 2009), incorporated herein by reference to Exhibit 3(ii) to the Company’s Form 8-K filed on October 16, 2009 (File No. 001-07832).
31.1*   Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).
31.2*   Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).
32.1*   Section 1350 Certifications.
101.INS**+   XBRL Instance Document
101.SCH**+   XBRL Taxonomy Extension Schema Document
101.CAL**+   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**+   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**+   XBRL Taxonomy Extension Label Linkbase Document
101.PRE**+   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith
** Furnished herewith
+ Submitted electronically with this Quarterly Report.

 

23