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) April 3, 2006
PIER 1 IMPORTS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7832 75-1729843
------------------------------- ------------ ----------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) 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 Item is being furnished pursuant to "Item
2.02 Results of Operations and Financial Condition". The information in
this Item on Form 8-K and exhibit 99.1 attached hereto shall not be deemed
to be filed for the purposes of Section 18 of the Securities 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 April 6, 2006, Pier 1 Imports, Inc. (the "Company") issued a press
release announcing the Company's financial results for the fourth quarter
and fiscal year ended February 25, 2006. A copy of this press release is
attached hereto as Exhibit 99.1.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
Based upon a December 2005 Securities and Exchange Commission staff
member's speech at a national accounting conference regarding cash flow
presentation issues, the Company reevaluated its classification within the
consolidated statements of cash flows of cash received from its retained
interest in the securitized proprietary credit card receivables. Based on
this reevaluation, management determined that the classification related to
the line item "Beneficial interest in securitized receivables" netted
within the investing section of the consolidated statements of cash flows
was not in compliance with U.S. generally accepted accounting principles
("GAAP"). The Company had not appropriately reflected the exchange of its
proprietary credit card receivables for its retained interest in the
securitized receivables as a non-monetary transaction. As a result, both
cash provided by operating activities and cash used in investing activities
were overstated in the consolidated statements of cash flows in each of the
three years ended February 26, 2005 and the fiscal 2006 quarterly periods.
Management expects to file its Form 10-K for the year ended February 25,
2006 during April of 2006, which will include restated consolidated
statements of cash flows for the years ended February 26, 2005 and February
28, 2004 to reflect this reclassification. Until this restatement occurs,
prior period financial statements cannot be relied upon. Additionally, the
Company will restate its fiscal 2006 quarterly financial statements as
presented in its fiscal 2006 quarterly filings on Form 10-Q on a
prospective basis in its fiscal 2007 filings on Form 10-Q.
On April 3, 2006, management recommended to the Audit Committee of the
Board of Directors that the consolidated statements of cash flows for the
periods described above should be restated to reflect the reclassification.
The Audit Committee agreed with management's recommendation, and the
Company has discussed these matters with its independent registered public
accounting firm.
As a result of the restatement, operating cash flow decreased by $91.1
million and $83.9 million and investing cash flow increased by $91.1
million and $83.9 million for the years ended February 26, 2005 and
February 28, 2004, respectively. These restatements are disclosed in the
press release and the accompanying financial statements attached hereto as
Exhibit 99.1.
Item 8.01 Other Events
On April 3, 2006, the Company and certain of its subsidiaries entered into
a Waiver to the Credit Agreement dated as of November 22, 2005, among Pier
1 Imports (U.S.), Inc., Pier 1 Kids, Inc., the lenders named therein, Bank
of America, N.A., as administrative agent and collateral agent, Wells Fargo
Retail Finance, LLC and Wachovia Bank, National Association, as
co-syndication agents, and HSBC Bank USA, NA and JPMorgan Chase Bank, N.A.,
as co-documentation agents, and Bank of America Securities LLC, as arranger
(the "Credit Agreement"). The Required Lenders, as defined in the Credit
Agreement, waived any default or event of default under specified sections
of the Credit Agreement as a result of the consolidated statements of cash
flows of the Company not being classified in compliance with GAAP on
financial statements delivered prior to the date of the waiver.
A copy of the waiver is included as Exhibit 99.2 to this Report on Form
8-K.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Description
99.1 Press release dated April 6, 2006 containing financial
results for the fourth quarter and fiscal year ended
February 25, 2006.
99.2 Waiver agreement dated April 3, 2006.
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: April 6, 2006 By: /s/ Michael A. Carter
---------------- ----------------------------------------
Michael A. Carter, Senior Vice President
and General Counsel, Secretary
EXHIBIT INDEX
-------------
Exhibit No. Description
99.1 Press release dated April 6, 2006 containing the
financial results for the fourth quarter and fiscal
year ended February 25, 2006.
99.2 Waiver agreement dated April 3, 2006.