Item 1.
|
Financial Statements.
|
PIER 1 IMPORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
May 27,
2017
|
|
|
May 28,
2016
|
|
Net sales
|
|
$
|
409,525
|
|
|
$
|
418,370
|
|
Cost of sales
|
|
|
257,928
|
|
|
|
269,403
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
151,597
|
|
|
|
148,967
|
|
Selling, general and administrative expenses
|
|
|
140,195
|
|
|
|
142,724
|
|
Depreciation
|
|
|
13,723
|
|
|
|
14,051
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(2,321
|
)
|
|
|
(7,808
|
)
|
Nonoperating (income) and expenses:
|
|
|
|
|
|
|
|
|
Interest, investment income and other
|
|
|
(570
|
)
|
|
|
(781
|
)
|
Interest expense
|
|
|
3,048
|
|
|
|
3,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,478
|
|
|
|
2,266
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(4,799
|
)
|
|
|
(10,074
|
)
|
Income tax benefit
|
|
|
(1,813
|
)
|
|
|
(4,054
|
)
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,986
|
)
|
|
$
|
(6,020
|
)
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
Dividends declared per share:
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
Average shares outstanding during period:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
81,080
|
|
|
|
81,663
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
81,080
|
|
|
|
81,663
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
4
PIER 1 IMPORTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
May 27,
2017
|
|
|
May 28,
2016
|
|
Net loss
|
|
$
|
(2,986
|
)
|
|
$
|
(6,020
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(835
|
)
|
|
|
1,484
|
|
Pension adjustments
|
|
|
(57
|
)
|
|
|
364
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
(892
|
)
|
|
|
1,848
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss, net of tax
|
|
$
|
(3,878
|
)
|
|
$
|
(4,172
|
)
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
5
PIER 1 IMPORTS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 27,
2017
|
|
|
February 25,
2017
|
|
|
May 28,
2016
|
|
ASSETS
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, including temporary investments of $152,978, $149,375 and $122,494,
respectively
|
|
$
|
161,625
|
|
|
$
|
154,460
|
|
|
$
|
128,031
|
|
Accounts receivable, net
|
|
|
24,723
|
|
|
|
22,945
|
|
|
|
25,631
|
|
Inventories
|
|
|
418,424
|
|
|
|
400,976
|
|
|
|
421,098
|
|
Prepaid expenses and other current assets
|
|
|
31,464
|
|
|
|
31,607
|
|
|
|
34,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
636,236
|
|
|
|
609,988
|
|
|
|
609,755
|
|
Properties and equipment, net of accumulated depreciation of $519,016, $505,555 and $497,064,
respectively
|
|
|
181,390
|
|
|
|
191,476
|
|
|
|
199,331
|
|
Other noncurrent assets
|
|
|
42,467
|
|
|
|
41,618
|
|
|
|
36,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
860,093
|
|
|
$
|
843,082
|
|
|
$
|
845,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
98,517
|
|
|
$
|
68,981
|
|
|
$
|
117,067
|
|
Gift cards and other deferred revenue
|
|
|
62,987
|
|
|
|
60,398
|
|
|
|
66,093
|
|
Accrued income taxes payable
|
|
|
25,635
|
|
|
|
26,058
|
|
|
|
|
|
Current portion of long-term debt
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
2,000
|
|
Other accrued liabilities
|
|
|
129,330
|
|
|
|
133,866
|
|
|
|
103,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
318,469
|
|
|
|
291,303
|
|
|
|
288,388
|
|
Long-term debt
|
|
|
198,781
|
|
|
|
199,077
|
|
|
|
199,962
|
|
Other noncurrent liabilities
|
|
|
62,085
|
|
|
|
60,674
|
|
|
|
87,517
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par, 500,000,000 shares authorized, 125,232,000 issued
|
|
|
125
|
|
|
|
125
|
|
|
|
125
|
|
Paid-in capital
|
|
|
157,760
|
|
|
|
191,501
|
|
|
|
186,757
|
|
Retained earnings
|
|
|
728,268
|
|
|
|
737,165
|
|
|
|
717,825
|
|
Cumulative other comprehensive loss
|
|
|
(8,306
|
)
|
|
|
(7,414
|
)
|
|
|
(8,789
|
)
|
Less 40,208,000, 42,050,000 and 41,150,000 common shares in treasury, at cost,
respectively
|
|
|
(597,089
|
)
|
|
|
(629,349
|
)
|
|
|
(625,961
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
280,758
|
|
|
|
292,028
|
|
|
|
269,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
860,093
|
|
|
$
|
843,082
|
|
|
$
|
845,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
6
PIER 1 IMPORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
May 27,
2017
|
|
|
May 28,
2016
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,986
|
)
|
|
$
|
(6,020
|
)
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
15,786
|
|
|
|
15,433
|
|
Stock-based compensation expense
|
|
|
1,100
|
|
|
|
1,684
|
|
Deferred compensation, net
|
|
|
750
|
|
|
|
1,409
|
|
Deferred income taxes
|
|
|
(1,216
|
)
|
|
|
(2,496
|
)
|
Amortization of deferred gains
|
|
|
(268
|
)
|
|
|
(268
|
)
|
Other
|
|
|
650
|
|
|
|
2,245
|
|
Changes in cash from:
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
(17,448
|
)
|
|
|
(15,239
|
)
|
Prepaid expenses and other assets
|
|
|
(1,142
|
)
|
|
|
(6,019
|
)
|
Accounts payable and other liabilities
|
|
|
34,129
|
|
|
|
49,118
|
|
Accrued income taxes payable, net of payments
|
|
|
(423
|
)
|
|
|
(6,324
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
28,932
|
|
|
|
33,523
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(13,567
|
)
|
|
|
(10,044
|
)
|
Proceeds from disposition of properties
|
|
|
|
|
|
|
3
|
|
Proceeds from sale of restricted investments
|
|
|
1,164
|
|
|
|
991
|
|
Purchase of restricted investments
|
|
|
(526
|
)
|
|
|
(402
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(12,929
|
)
|
|
|
(9,452
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
|
(5,646
|
)
|
|
|
(5,692
|
)
|
Purchases of treasury stock
|
|
|
(2,827
|
)
|
|
|
(5,515
|
)
|
Stock purchase plan and other, net
|
|
|
135
|
|
|
|
446
|
|
Repayments of long-term debt
|
|
|
(500
|
)
|
|
|
(500
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(8,838
|
)
|
|
|
(11,261
|
)
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
7,165
|
|
|
|
12,810
|
|
Cash and cash equivalents at beginning of period
|
|
|
154,460
|
|
|
|
115,221
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
161,625
|
|
|
$
|
128,031
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
7
PIER 1 IMPORTS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MAY 27, 2017
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
Cumulative
Other
Comprehensive
Loss
|
|
|
Treasury
Stock
|
|
|
Total
Shareholders
Equity
|
|
|
|
Outstanding
Shares
|
|
|
Amount
|
|
|
|
|
|
|
Balance February 25, 2017
|
|
|
83,182
|
|
|
$
|
125
|
|
|
$
|
191,501
|
|
|
$
|
737,165
|
|
|
$
|
(7,414
|
)
|
|
$
|
(629,349
|
)
|
|
$
|
292,028
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,986
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,986
|
)
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(892
|
)
|
|
|
|
|
|
|
(892
|
)
|
Purchases of treasury stock
|
|
|
(500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,138
|
)
|
|
|
(3,138
|
)
|
Stock-based compensation expense
|
|
|
2,353
|
|
|
|
|
|
|
|
(33,683
|
)
|
|
|
|
|
|
|
|
|
|
|
34,783
|
|
|
|
1,100
|
|
Stock purchase plan and other
|
|
|
(11
|
)
|
|
|
|
|
|
|
(58
|
)
|
|
|
(265
|
)
|
|
|
|
|
|
|
615
|
|
|
|
292
|
|
Cash dividends ($0.07 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,646
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,646
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance May 27, 2017
|
|
|
85,024
|
|
|
$
|
125
|
|
|
$
|
157,760
|
|
|
$
|
728,268
|
|
|
$
|
(8,306
|
)
|
|
$
|
(597,089
|
)
|
|
$
|
280,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
8
PIER 1 IMPORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MAY 27, 2017
AND MAY 28, 2016
(unaudited)
Throughout this report, references to the Company include Pier 1 Imports, Inc. and its consolidated subsidiaries. The accompanying unaudited
financial statements should be read in conjunction with the Companys Form 10-K for the year ended February 25, 2017. 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. Fiscal 2018 consists of a 53-week year ending on March 3, 2018. Fiscal 2017 consisted of a
52-week year which ended on February 25, 2017. The results of operations for the three months ended May 27, 2017 and May 28, 2016, 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 Companys products have occurred during the holiday season beginning in November and continuing through December. The Company conducts business as one
operating segment under the name Pier 1 Imports. As of May 27, 2017, the Company had no financial instruments with fair market values that were materially different from their carrying values, unless otherwise disclosed.
NOTE 1 LOSS PER SHARE
Basic loss per share
amounts were determined by dividing net loss by the weighted average number of common shares outstanding for the period. Outstanding stock options and shares of unvested restricted stock totaling 1,783,047 and 2,312,957 were excluded from the
computation of diluted loss per share for the three months ended May 27, 2017 and May 28, 2016, respectively, as the effect would be antidilutive. Loss per share amounts were calculated as follows (in thousands except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
May 27,
2017
|
|
|
May 28,
2016
|
|
Net loss
|
|
$
|
(2,986
|
)
|
|
$
|
(6,020
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
81,080
|
|
|
|
81,663
|
|
Effect of dilutive stock options
|
|
|
|
|
|
|
|
|
Effect of dilutive restricted stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
81,080
|
|
|
|
81,663
|
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 2 MATTERS CONCERNING
SHAREHOLDERS EQUITY
Restricted stock compensation
For the three months ended May 27, 2017 and May 28, 2016, the Company
recorded compensation expense related to restricted stock of $1,069,000 and $1,650,000, respectively. As of May 27, 2017, there was approximately $32,625,000 of total unrecognized compensation expense related to unvested restricted stock that
may be recognized over a weighted average period of approximately two years if certain performance targets are achieved.
During the first quarter of
fiscal 2018, the Company awarded 2,585,086 shares of restricted stock. A total of 856,797 shares were time based and will be expensed ratably over the requisite service period. The Company began expensing these shares during the first
quarter of fiscal 2018. The remaining shares are performance based and may vest following the end of fiscal 2020 if the Company achieves certain performance targets as determined by the Compensation Committee of the Board of Directors. The Company
expenses the performance-based shares when it becomes probable that the relevant performance targets will be achieved.
Share repurchase program
During the first three months of fiscal 2018, the Company repurchased 500,000 shares of the Companys common stock at a weighted average cost of $6.28 per share for a total cost of $3,138,000, and $33,472,000 remained available for
further share repurchases under the $200 million board-approved share repurchase program announced on April 10, 2014 (April 2014 program). Of the $3,138,000 in total shares repurchased in the first three months of fiscal 2018,
$311,000 were settled subsequent to the first quarter of fiscal 2018. Shares repurchased during the period but settled subsequent to the period end are considered non-cash financing activities and are excluded from the Consolidated Statements of
Cash Flows. Subsequent to quarter end, through June 29, 2017, the Company utilized a total of $2,450,000 to repurchase 460,000 shares of the Companys common stock under the April 2014 program at a weighted average cost of $5.33. As of
June 29, 2017, $31,022,000 remained available for further share repurchases under the program.
NOTE 3 LONG-TERM DEBT AND AVAILABLE CREDIT
Revolving Credit Facility
At the end of the first quarter of fiscal 2018, the Company had a $350,000,000 secured revolving credit
facility with a $100,000,000 accordion feature (Revolving Credit Facility). Credit extensions under the Revolving Credit Facility were limited to the lesser of $350,000,000 or the amount of the calculated borrowing base, which was
$326,962,000 as of May 27, 2017. The Company had no cash borrowings and $42,191,000 in letters of credit and bankers acceptances outstanding under the Revolving Credit Facility, with $284,771,000 remaining available for cash borrowings,
all as of May 27, 2017.
On June 2, 2017, subsequent to quarter end, the Company entered into a Second Amended and Restated Credit Agreement
which amended certain terms of the Revolving Credit Facility. The amended Revolving Credit Facility extends the maturity date from June 18, 2018 to June 2, 2022, and increases the amount of the accordion feature to $150,000,000. The
amended Revolving Credit Facility continues to be secured primarily by the Companys eligible merchandise inventory and third-party credit card receivables and certain related assets on a first priority basis and on a second lien basis by
substantially all other assets of certain of the Companys subsidiaries, subject to certain exceptions. As of June 2, 2017, the Company had no borrowings under the amended Revolving Credit Facility and approximately $42,191,000 in letters
of credit and bankers acceptances outstanding.
Credit extensions under the amended Revolving Credit Facility are limited to the lesser of
$350,000,000 or the amount of the calculated borrowing base. At the Companys option, borrowings will bear interest at either (a) the adjusted LIBOR rate plus a spread varying from 125 to 150 basis points per annum, depending on the amount
then borrowed under the amended Revolving Credit Facility, or (b) the prime rate plus a spread varying from 25 to 50 basis points per annum, depending on the amount then borrowed under the amended Revolving Credit Facility. Provided that there
is no default and no default would occur as a result thereof, the Company may request that the amended Revolving Credit Facility be increased to an amount not to exceed $500,000,000. The amendment did not result in any other material changes to the
Revolving Credit Facility.
Term Loan Facility
The Company has a senior secured term loan facility that matures on April 30, 2021
(Term Loan Facility). As of May 27, 2017, February 25, 2017 and May 28, 2016, the Company had $194,500,000, $195,000,000 and $196,500,000 outstanding, respectively, under the Term Loan Facility with carrying values of
$191,378,000, $191,676,000 and $192,568,000, respectively, net of unamortized discounts and debt issuance costs.
10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The fair value of the amount outstanding under the Term Loan Facility was approximately $186,720,000 as of
May 27, 2017, which was measured at fair value using the quoted market price. The fair value measurement is classified as Level 2 in the fair value hierarchy based on the frequency and volume of trading for which the price was readily
available. Level 2 inputs include quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the asset or liability.
NOTE 4 DEFINED BENEFIT PLANS
The Company maintains supplemental retirement plans for certain of its current and former executive officers. These 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. The plans are not funded and thus have no plan assets.
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 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 cost are shown in the table below (in thousands). The amortization of amounts related to unrecognized prior service
cost and net actuarial loss was reclassified out of other comprehensive income (loss) as a component of net periodic benefit cost.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
May 27,
2017
|
|
|
May 28,
2016
|
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
72
|
|
|
$
|
387
|
|
Interest cost
|
|
|
72
|
|
|
|
193
|
|
Amortization of unrecognized prior service cost
|
|
|
7
|
|
|
|
15
|
|
Amortization of net actuarial loss
|
|
|
132
|
|
|
|
450
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
283
|
|
|
$
|
1,045
|
|
|
|
|
|
|
|
|
|
|
NOTE 5 INCOME TAX
The income tax benefit for the first quarter of fiscal 2018 was $1,813,000, compared to $4,054,000 during the same period in the prior fiscal year. The
decrease in the income tax benefit is primarily due to the Companys lower pre-tax loss generated in the first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017. The effective tax rate for the first quarter of fiscal 2018
was 37.8%, compared to 40.2% in the same period during fiscal 2017. The lower effective tax rate for the first quarter of fiscal 2018 primarily relates to deduction limitations for certain executive compensation in the first quarter of fiscal 2017,
which increased the effective tax rate for such period.
As of May 27, 2017, the Company had total unrecognized tax benefits of $6,393,000, the
majority of which, if recognized, would affect the Companys effective tax rate. It is reasonably possible a significant portion of the Companys gross unrecognized tax benefits could decrease within the next twelve months primarily due to
settlements with certain taxing jurisdictions.
NOTE 6 COMMITMENTS AND CONTINGENCIES
Putative class action complaints were filed in the United States District Court for the Northern District of Texas Dallas Division against Pier 1
Imports, Inc., Alexander W. Smith and Charles H. Turner in August and October 2015 alleging
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
violations under the Securities Exchange Act of 1934, as amended. The lawsuits, which have been consolidated into a single action captioned Town of Davie Police Pension Plan, Plaintiff, v. Pier 1
Imports, Inc., Alexander W. Smith and Charles H. Turner, Defendants, were filed on behalf of a purported putative class of investors who purchased or otherwise acquired stock of Pier 1 Imports, Inc. between December 19, 2013 and
December 17, 2015. The plaintiffs seek to recover damages purportedly caused by the Defendants alleged violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder. The complaint seeks certification as a class action, unspecified compensatory damages plus interest and attorneys fees. Although the ultimate outcome of litigation cannot be predicted with certainty, the
Company believes that this lawsuit is without merit and intends to defend against it vigorously.
The Company announced in January 2016 a voluntary recall
of its Swingasan Chair and Stand in cooperation with the Consumer Products Safety Commission (CPSC). In September 2016, the Company received a staff investigatory letter from the CPSC indicating that the CPSC is investigating
whether the Company complied with certain reporting requirements of the Consumer Product Safety Act with respect to the recall. The Company is responding to the inquiry and cooperating with the CPSC. It is not possible at this time to
determine what, if any, actions will be taken by the CPSC as a consequence of the inquiry, whether a civil penalty will be assessed or, if assessed, the amount thereof. Given the nature of this matter and the uncertainty as to whether the
matter will progress beyond the investigative phase, a reasonable estimate of potential loss or range of loss cannot be made at this time and no assurances can be given that a penalty, if assessed, would not have a material adverse effect on the
Companys financial condition, results of operations or liquidity.
The Company is a defendant in lawsuits pending in federal courts in California
containing various class action allegations under California state wage-and-hour laws. These lawsuits seek unspecified monetary damages, injunctive relief and attorneys fees. While it is not possible to predict the outcome of these lawsuits,
as of the date of this report, the Company does not believe any reasonably foreseeable resolution of these matters would have a material adverse effect on the Companys financial condition, results of operations or liquidity.
There are various other claims, lawsuits, inquiries, investigations and pending actions against the Company incident to the operations of its business. The
Company considers these other matters to be ordinary and routine in nature. The Company maintains insurance against the consolidated class action noted in the first paragraph in this Note and liability insurance against most of the other matters
noted in this paragraph. It is the opinion of management, after consultation with counsel, that the ultimate resolution of such matters will not have a material adverse effect, either individually or in the aggregate, on the Companys financial
condition, results of operations or liquidity.
NOTE 7 NEW ACCOUNTING STANDARDS
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09,
Revenue
from Contracts with Customers (Topic 606)
. In August 2015, the FASB issued ASU 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.
ASU 2015-14 defers the effective date of revenue
standard ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. During fiscal 2017, additional ASUs were issued related to this revenue guidance. In March 2016, the FASB issued ASU 2016-08,
Revenue from
Contracts with Customers: Principal versus Agent Considerations.
ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. In April 2016, the FASB
issued ASU 2016-10,
Identifying Performance Obligations and Licensing,
which clarifies the implementation guidance on identifying performance obligations. In December 2016, the FASB issued ASU 2016-20,
Technical
Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.
ASU 2016-20 allows entities not to make quantitative disclosures about remaining performance obligations in certain cases and requires entities that use any
of the new or previously existing optional exemptions to expand their qualitative disclosures. ASU 2016-20 also makes additional technical corrections and improvements to the new revenue standard. The amendments have the same effective date and
transition requirements as the revenue standard. The above ASUs are effective for the Company beginning in fiscal 2019. Early adoption is permitted in fiscal 2018. The Company anticipates the adoption of this guidance will result in a change in the
timing of revenue recognition for breakage income related to gift cards. The Company plans to adopt this standard in fiscal 2019, using the modified retrospective method. Under this method, the Company expects to record a cumulative adjustment to
retained earnings. Based on the Companys preliminary assessment, we anticipate the adoption of this guidance will not have a material impact on the Companys financial statements.
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842),
which provides new
guidance on accounting for leases. The Company leases its corporate headquarters, retail stores and the majority of its distribution and fulfillment centers. Under ASU 2016-02, lessees will be required to recognize most leases on the
balance sheet; therefore, ASU 2016-02 is expected to have a significant impact on the Companys balance sheet. ASU 2016-02 is effective for the Company beginning in fiscal 2020. Early adoption is permitted. ASU 2016-02 must be adopted
using a modified retrospective transition, with the new guidance applied to the beginning of the earliest comparative period presented. The Company will continue to evaluate the impact of the adoption of ASU 2016-02 on its financial statements.
In April 2015, the FASB issued ASU 2015-05,
Customers Accounting for Fees Paid in a Cloud Computing Arrangement
. ASU 2015-05
provides more specific guidance related to how companies account for cloud computing costs. The Company adopted ASU 2015-05 on a prospective basis in the first quarter of fiscal 2017. The adoption of ASU 2015-05 did not have a material impact on the
Companys financial statements. In December 2016, the FASB issued ASU 2016-19,
Technical Corrections and Improvements
to clarify guidance, correct errors and make minor improvements to the Accounting Standards Codification
(ASC). ASU 2016-19 amends ASC 350-40 to clarify that after ASU 2015-05 is adopted, companies are required to record an intangible asset for the license acquired in a software licensing arrangement. The asset for the software license is
required to be recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid for over time. Companies are required to record a liability for any of the software licensing fees that are not
paid on or before the acquisition date of the license. The Company adopted the provisions of ASU 2016-19 on a prospective basis in the first quarter of fiscal 2018. ASU 2016-19 did not have a material impact on the Companys financial
statements upon adoption.
In March 2016, the FASB issued ASU 2016-09,
Compensation Stock Compensation (Topic 718): Improvements to
Employee Share-Based Payment Accounting
, which outlines new provisions intended to simplify various aspects related to accounting for share-based payments and their presentation in the financial statements. ASU 2016-09 requires entities to
record excess tax benefits and deficiencies as income tax benefit or expense in the income statement. In addition, excess tax benefits are required to be presented as an operating activity in the Statement of Cash Flows. The Company adopted these
provisions of ASU 2016-09 on a prospective basis in the first quarter of fiscal 2018. ASU 2016-09 also allows an entity to make an accounting policy election to either recognize forfeitures of share-based payment awards as they occur or estimate the
number of awards expected to forfeit. The Company adopted this provision of ASU 2016-09 on a modified retrospective basis in the first quarter of fiscal 2018. The Company will recognize forfeitures of share-based payment awards as they occur and
recorded a cumulative adjustment to retained earnings for this change. The adoption of ASU 2016-09 did not have a material impact on the Companys financial statements. Subsequent to the adoption of ASU 2016-09, the Company expects increased
volatility of income tax expense or benefit.
In May 2017, the FASB issued ASU 2017-09,
Scope of Modification Accounting.
ASU 2017-09
clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as
modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the awards fair value, vesting conditions and classification as an equity or liability instrument are the same immediately
before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15,
2017. Early adoption is permitted. ASU 2017-09 is effective for the Company beginning in fiscal 2019. The Company is evaluating the impact of the adoption of this guidance on its financial statements but does not expect it to have a material impact.
13
PART I
Item 2.
Managements 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
Companys Consolidated Financial Statements as of February 25, 2017, and for the fiscal year then ended, the related Notes to Consolidated Financial Statements and Managements Discussion and Analysis of Financial Condition and
Results of Operations, all contained in the Companys Annual Report on Form 10-K for the fiscal year ended February 25, 2017.
Management
Overview
Pier 1 Imports, Inc. (together with its consolidated subsidiaries, the Company) is dedicated to offering customers exclusive,
one-of-a-kind products that reflect high quality at a great value. Starting with a single store in 1962, Pier 1 Imports product is now available in retail stores throughout the U.S. and Canada and online at pier1.com. The Company directly
imports merchandise from many countries, and sells a wide variety of decorative accessories, furniture, candles, housewares, gifts and seasonal products. Fiscal 2018 consists of a 53-week year ending on March 3, 2018. Fiscal 2017 consisted of a
52-week year which ended on February 25, 2017. The results of operations for the three months ended May 27, 2017 and May 28, 2016, 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 Companys products have occurred during the holiday season beginning in November and continuing through December. The Company conducts business as one operating segment.
As of May 27, 2017, the Company operated 1,016 stores in the U.S. and Canada.
As an omni-channel retailer, the Companys strategy is to ensure
that customers have an extraordinary experience, regardless of how they shop. By enabling the customer to interact with the brand both in-store and online, the Company expects to maximize selling opportunities, extend brand reach and capture greater
market share. The Companys strategy has required and is expected to continue to require, investment in systems, distribution and fulfillment centers, call centers, distribution network and store development, including new in-store selling
tools such as computers and tablets.
During the first quarter of fiscal 2018, net sales decreased 2.1% from the prior year first quarter, and company
comparable sales decreased 0.2%. The company comparable sales decrease for the first quarter of fiscal 2018 resulted primarily from decreased in-store traffic and average ticket, partially offset by increased in-store conversion and online
direct-to-customer sales. During the first quarter of fiscal 2018, e-Commerce sales accounted for approximately 24% of net sales compared to 19% in the same period of the previous fiscal year. A significant portion of e-Commerce sales touch the
retail stores, either by originating on in-store PCs and tablets, or through in-store pick-up.
Gross profit for the first quarter of fiscal 2018 was
$151.6 million, or 37.0% of sales, compared to $149.0 million, or 35.6% of sales, in the same period last year, an increase of 140 basis points. For the first quarter of fiscal 2018, merchandise margin (the result of adding back delivery and
fulfillment net costs and store occupancy costs to gross profit see
Reconciliation of Non-GAAP Financial Measures
) was $240.2 million, or 58.6% of sales, compared to $232.5 million, or 55.6% of sales, for the same
period last year. The year-over-year improvement in merchandise margin is primarily attributable to improved operations within the Companys supply chain and reduced clearance. Delivery and fulfillment net costs for the first quarter of fiscal
2018 were $16.7 million, or 4.1% of sales, compared to $10.8 million, or 2.6% of sales, in the same period last year. The increase is primarily due to additional free shipping promotions. The increase also reflects the increase in direct-to-customer
sales as compared to prior year. To the extent these sales have grown and continue to grow, delivery and fulfillment net costs have also increased and are expected to continue to increase. Store occupancy costs decreased in dollars during the first
quarter of fiscal 2018; however, as a percentage of sales, these costs deleveraged to 17.5% as a result of lower sales compared to 17.4% during the same period last year. For the three months ended May 27, 2017, contribution from operations
(gross profit less compensation from operations and operational expenses) totaled $74.9 million, compared to $68.7 million during the same period last year see
Reconciliation of Non-GAAP Financial Measures.
14
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
(continued)
Operating loss for the first quarter of
fiscal 2018 was $2.3 million, or (0.6%) of sales, compared to an operating loss of $7.8 million, or (1.9%) of sales, for the same period in the prior year. Net loss for the first quarter of fiscal 2018 was $3.0 million, or ($0.04) per share,
compared to a net loss of $6.0 million, or ($0.07) per share, for the first quarter of fiscal 2017. EBITDA (earnings before interest, taxes, depreciation and amortization) for the first quarter of fiscal 2018 was $11.6 million, compared to $6.8
million in the first quarter of fiscal 2017 see
Reconciliation of Non-GAAP Financial Measures.
As an omni-channel retailer, the
Companys strategies and plans are being enhanced to address sales trends, restore merchandise margin and reduce costs across the organization. These enhancements include, but are not limited to: improving merchandise assortments; enhancing
marketing programs; optimizing the real estate portfolio; reducing store and administrative expenses; improving supply chain efficiencies; managing inventory levels; improving promotional effectiveness; and managing capital expenditures.
Profitability in fiscal 2018 may be challenged by store traffic declines, increases in media spending, additional delivery and fulfillment net costs and promotional and clearance activity.
The Company has five focus areas to drive performance and achieve its objectives:
|
1.
|
Brand traffic, conversion and average ticket;
|
|
2.
|
Stores as sales and customer experience centers;
|
|
3.
|
Merchandise margin and gross profit;
|
|
4.
|
Fulfillment and home delivery; and
|
|
5.
|
Selling, general and administrative expenses.
|
The Company is on track to close approximately 20 to 25 net
stores by the end of fiscal 2018. These closures are consistent with, and a part of, the real estate optimization plan previously announced by the Company. The real estate optimization plan includes three parts: (1) closure of approximately 100
stores over a three to four fiscal-year period which commenced in fiscal 2016, primarily through natural lease expirations and relocations; (2) a more modest new store opening and relocation program; and (3) ongoing renegotiations of rent
commitments.
During the first three months of fiscal 2018, the Company utilized $13.6 million for capital expenditures, which was deployed toward
technology and infrastructure initiatives and new and existing stores. Of that amount, $7.3 million related to fixed asset purchases that occurred prior to the end of fiscal 2017. Capital spend in fiscal 2018 is expected to be approximately $55
million to support ongoing investments in technology, stores and distribution centers.
On April 10, 2014, the Company announced a $200 million
board-approved share repurchase program (April 2014 program). During the first three months of fiscal 2018, the Company repurchased 500,000 shares of its common stock under the April 2014 program at a weighted average cost of $6.28 per
share for a total cost of $3.1 million, and $33.5 million remained available for further repurchases under the program. Subsequent to quarter end, through June 29, 2017, the Company utilized a total of $2.4 million under the April 2014 program
to repurchase 460,000 shares of the Companys common stock at a weighted average cost of $5.33, and $31.0 million remained available for further repurchases under the program. During the first three months of fiscal 2018, the Company paid
quarterly cash dividends totaling approximately $5.6 million. On June 28, 2017, subsequent to quarter end, the Company announced a $0.07 per share quarterly cash dividend payable on August 2, 2017, to shareholders of record on
July 19, 2017.
On May 1, 2017, Alasdair James joined the Company as President and Chief Executive Officer. Mr. James was also elected to
the Companys Board of Directors effective May 1, 2017. Upon Mr. James assuming his role as President and Chief Executive Officer, Terry London was appointed to serve as Executive Chairman and will serve in this role through
July 31, 2017. On August 1, 2017, Mr. London will reassume the role of Non-Executive Chairman of the Board.
On June 2, 2017,
subsequent to quarter-end, the Company entered into a Second Amended and Restated Credit Agreement which amended certain terms of its $350 million secured revolving credit facility (Revolving Credit Facility). The amendment extends the
maturity date from June 18, 2018 to June 2, 2022, and increases the amount of the accordion feature to $150 million. The amended Revolving Credit Facility continues to be secured primarily by the Companys eligible merchandise
inventory and third-party credit card receivables and certain related assets on a first priority basis and on a
15
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
(continued)
second lien basis by substantially all
other assets of certain of the Companys subsidiaries, subject to certain exceptions. The amendment did not result in any other material changes to the Revolving Credit Facility. See Note 3 of the
Notes to Consolidated Financial
Statements
for more information regarding the amended Revolving Credit Facility.
Results of Operations
Management reviews a number of key performance indicators to evaluate the Companys financial performance. The following table summarizes those key
performance indicators:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
May 27,
2017
|
|
|
May 28,
2016
|
|
Key Performance Indicators
|
|
|
|
|
|
|
|
|
Total sales decline
|
|
|
(2.1%)
|
|
|
|
(4.2%)
|
|
Company comparable sales decline
|
|
|
(0.2%)
|
|
|
|
(2.5%)
|
|
Gross profit as a % of sales
|
|
|
37.0%
|
|
|
|
35.6%
|
|
Contribution from operations as a % of sales
(1)
|
|
|
18.3%
|
|
|
|
16.4%
|
|
Selling, general and administrative expenses as a % of sales
|
|
|
34.2%
|
|
|
|
34.1%
|
|
Operating loss as a % of sales
|
|
|
(0.6%)
|
|
|
|
(1.9%)
|
|
Net loss (in millions)
|
|
|
($3.0)
|
|
|
|
($6.0)
|
|
Net loss as a % of sales
|
|
|
(0.7%)
|
|
|
|
(1.4%)
|
|
EBITDA (in millions)
(1)
|
|
|
$11.6
|
|
|
|
$6.8
|
|
EBITDA as a % of sales
|
|
|
2.8%
|
|
|
|
1.6%
|
|
Total retail square footage (in thousands)
|
|
|
8,031
|
|
|
|
8,121
|
|
(1)
|
See reconciliation of Gross Profit to Contribution from Operations and Net Income to EBITDA in
Reconciliation of Non-GAAP Financial Measures.
|
Company Comparable Sales Calculation
The company comparable sales calculation includes all in-store sales, including direct-to-customer (as
defined below), provided that the store was open prior to the beginning of the preceding fiscal year and was still open at period end. In addition, company comparable sales include all orders placed online outside of a store as
direct-to-customer sales. Remodeled or relocated stores are included if they meet specific criteria. Those criteria include the following: the new store is within a specified distance serving the same market, no significant change in store
size, and no significant overlap or gap between the store closing and reopening. Such stores are included in the company comparable sales calculation in the first full month after the reopening. If a relocated or remodeled store does not meet
the above criteria, it is excluded from the calculation until it meets the Companys established definition as described above.
16
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
(continued)
Net Sales
Net sales
consisted almost entirely of sales to retail customers, net of discounts and returns, but also included delivery revenues, wholesale sales and royalties, and gift card breakage. Net sales during the period were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
May 27,
2017
|
|
|
May 28,
2016
|
|
Retail sales
|
|
$
|
406,663
|
|
|
$
|
414,681
|
|
Other
(1)
|
|
|
2,862
|
|
|
|
3,689
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
409,525
|
|
|
$
|
418,370
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company supplies merchandise and licenses the Pier 1 Imports name to Grupo Sanborns, which sells Pier 1 Imports merchandise primarily in a store within a store format in Mexico and El Salvador and online
in Mexico. Other sales consisted primarily of these wholesale sales and royalties received from Grupo Sanborns and gift card breakage.
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Net
sales for the first quarter of fiscal 2018 were $409.5 million, a decrease of 2.1%, compared to $418.4 million for the first quarter of fiscal 2017. At the end of the first quarter of fiscal 2018, the Company operated 11 fewer stores than at the end
of the first quarter of fiscal 2017. Company comparable sales for the first quarter of fiscal 2018 decreased 0.2%, compared to the same period last year primarily resulting from decreased in-store traffic and average ticket, partially offset by
increased in-store conversion and online direct-to-customer (as defined below) sales.
The Companys e-Commerce sales accounted for approximately 24%
and 19% of net sales for the three months ended May 27, 2017 and May 28, 2016, respectively. E-Commerce sales are comprised of customer orders placed online which were delivered directly to the customer (direct-to-customer) or
those picked up by the customer at a store location.
Sales at the Companys Canadian stores are subject to fluctuations in currency conversion
rates. The year-over-year decline in the value of the Canadian Dollar, relative to the U.S. Dollar, negatively impacted net sales and company comparable sales by approximately 20 basis points for the current quarter. Sales on the Pier 1 credit
card comprised 36.9% of U.S. sales for the trailing twelve months ended May 27, 2017, compared to 34.4% for the comparable period in fiscal 2017. The Companys proprietary credit card program provides both economic and strategic benefits
to the Company.
The decrease in net sales for the period was comprised of the following incremental components (in thousands):
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Net Sales
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Net sales for the three months ended May 28, 2016
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$
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418,370
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Incremental sales growth (decline) from:
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Company comparable sales
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(1,002
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)
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New stores opened during fiscal 2018
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19
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Stores opened during fiscal 2017
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1,043
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Closed stores and other
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(8,905
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)
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Net sales for the three months ended May 27, 2017
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$
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409,525
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17
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
(continued)
A summary reconciliation of the
Companys stores open at the beginning of fiscal 2018 to the number open at the end of the first quarter is as follows (openings and closings include relocated stores):
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United States
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Canada
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Total
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Open at February 25, 2017
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941
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77
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1,018
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Openings
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1
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1
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Closings
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(3
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)
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(3
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)
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Open at May 27, 2017
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939
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77
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1,016
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Gross Profit and Merchandise Margin
In the first quarter of fiscal 2018, gross profit was 37.0% of sales,
compared to 35.6% of sales for the same period last year, an increase of 140 basis points. Merchandise margin (see
Reconciliation of Non-GAAP Financial Measures
) in the first quarter of fiscal 2018 was $240.2 million, or 58.6% of
sales, compared to $232.5 million, or 55.6% of sales, for the same period last year. The year-over-year improvement in merchandise margin is primarily attributable to improved operations within the Companys supply chain and reduced clearance.
Delivery and fulfillment net costs for the first quarter of fiscal 2018 were $16.7 million, or 4.1% of sales, compared to $10.8 million, or 2.6% of sales, in the same period last year. The increase in delivery and fulfillment net costs is primarily
due to additional free shipping promotions. The increase also reflects the increase in direct-to-customer sales as compared to prior year. Store occupancy costs decreased in dollars during the first quarter fiscal 2018; however, as a percentage of
sales, these costs deleveraged to 17.5% as a result of lower sales compared to 17.4% during the same period last year.
Selling, General &
Administrative Expenses, Depreciation and Operating Loss
In the first quarter of fiscal 2018, selling, general and administrative (SG&A) expenses were $140.2 million, compared to $142.7 million for the same period in
fiscal 2017. As a percentage of sales, SG&A expenses were 34.2% in the first quarter of fiscal 2018, compared to 34.1% for the same period in fiscal 2017.
SG&A expenses are summarized in the tables below (in millions):
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Three Months Ended
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May 27, 2017
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May 28, 2016
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Expense
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% of Sales
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Expense
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% of Sales
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Compensation for operations
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$
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56.1
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13.7
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%
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$
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60.2
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14.4
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%
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Operational expenses
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20.6
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5.0
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%
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20.1
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4.8
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%
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Marketing
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29.5
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7.2
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%
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28.6
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6.8
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%
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Other selling, general and administrative
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34.0
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8.3
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%
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33.8
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8.1
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%
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Total selling, general and administrative
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$
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140.2
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34.2
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%
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$
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142.7
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34.1
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%
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The decrease in total SG&A expenses for the first quarter of fiscal 2018 was primarily due to a $4.1 million decrease in
compensation for operations, partially offset by investments in marketing, including television and digital advertising and an increase in store operational expenses.
Depreciation expense for the first quarter of fiscal 2018 was $13.7 million, compared to $14.1 million in the same period last year. The decrease was
primarily due to certain assets becoming fully depreciated and store closures, partially offset by capital expenditure additions.
Operating loss for the
first quarter of fiscal 2018 was $2.3 million, or (0.6%) of sales, compared to operating loss of $7.8 million, or (1.9%) of sales, for the same period last year.
18
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
(continued)
Income Taxes
The income
tax benefit for the first quarter of fiscal 2018 was $1.8 million, compared to $4.1 million during the same period in fiscal 2017. The decrease in the income tax benefit is primarily due to the Companys lower pre-tax loss generated in the
first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017. The effective tax rate for the first quarter of fiscal 2018 was 37.8%, compared to 40.2% in the same period during fiscal 2017. The lower effective tax rate for the
first quarter of fiscal 2018 primarily relates to deduction limitations for certain executive compensation in the first quarter of fiscal 2017, which increased the effective tax rate for such period.
Net Loss and EBITDA
For the first quarter of fiscal 2018, the Company reported a net loss of $3.0 million, or ($0.04) per share, compared to a
net loss of $6.0 million, or ($0.07) per share, for the same period last year. EBITDA was $11.6 million for the first quarter of fiscal 2018, compared to $6.8 million for the same period last year see
Reconciliation of Non-GAAP
Financial Measures.
19
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
(continued)
Reconciliation of Non-GAAP Financial
Measures
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). This Quarterly
Report on Form 10-Q references non-GAAP financial measures including merchandise margin, contribution from operations and EBITDA.
The Company believes
the non-GAAP financial measures referenced in this Quarterly Report on Form 10-Q allow management and investors to understand and compare results in a more consistent manner for the three-month periods ended May 27, 2017 and May 28, 2016.
Non-GAAP financial measures should be considered supplemental and not a substitute for the Companys results reported in accordance with GAAP for the periods presented.
Merchandise margin represents the result of adding back delivery and fulfillment net costs and store occupancy costs to gross profit. Contribution from
operations represents gross profit, less compensation for operations (which includes store and customer service payroll) and operational expenses. EBITDA represents earnings before interest, taxes, depreciation and amortization. Management believes
merchandise margin, contribution from operations and EBITDA are meaningful indicators of the Companys performance which provide useful information to investors regarding its financial condition and results of operations. Management uses
merchandise margin, contribution from operations and EBITDA, together with financial measures prepared in accordance with GAAP, to assess the Companys operating performance, to enhance its understanding of core operating performance and to
compare the Companys operating performance to other retailers. These non-GAAP financial measures should not be considered in isolation or used as an alternative to GAAP financial measures and do not purport to be an alternative to net income
or gross profit as a measure of operating performance. A reconciliation of net loss to EBITDA to contribution from operations to merchandise margin is shown below (in millions).
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Three Months Ended
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May 27, 2017
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May 28, 2016
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$ Amount
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% of Sales
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$ Amount
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% of Sales
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Merchandise margin (non-GAAP)
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$
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240.2
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58.6
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%
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$
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232.5
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55.6
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%
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Less: Delivery and fulfillment net costs
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16.7
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4.1
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%
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10.8
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2.6
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%
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Store occupancy costs
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71.9
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17.5
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%
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72.7
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17.4
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%
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Gross profit (GAAP)
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151.6
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37.0
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%
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149.0
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35.6
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%
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Less: Compensation for operations
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56.1
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13.7
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%
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60.2
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14.4
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%
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Operational expenses
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20.6
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5.0
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%
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20.1
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4.8
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%
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Contribution from operations (non-GAAP)
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74.9
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18.3
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%
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68.7
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16.4
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%
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Less: Other nonoperating income
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(0.2
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)
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(0.1
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%)
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(0.5
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(0.1
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%)
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Marketing and other SG&A
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63.5
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15.5
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%
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62.4
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14.9
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%
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EBITDA (non-GAAP)
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11.6
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2.8
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%
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6.8
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1.6
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%
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Less: Income tax benefit
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(1.8
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(0.5
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%)
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(4.1
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(1.0
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%)
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Interest expense, net
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2.7
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0.7
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%
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2.8
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0.7
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%
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Depreciation
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13.7
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3.4
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%
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14.1
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3.4
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%
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Net loss (GAAP)
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$
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(3.0
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)
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(0.7
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%)
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$
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(6.0
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)
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(1.4
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%)
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Liquidity and Capital Resources
The Company ended the first three months of fiscal 2018 with $161.6 million in cash and cash equivalents, compared to $154.5 million at the end of fiscal 2017
and $128.0 million at the end of the first three months of fiscal 2017. The increase from the end of fiscal 2017 was primarily the result of cash provided by operating activities of $28.9 million, partially offset by the utilization of cash to fund
the Companys capital expenditures of $13.6 million and to return excess capital to shareholders, including $5.6 million for cash dividends and $2.8 million to repurchase shares of the Companys common stock under the April 2014 program.
20
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
(continued)
Cash Flows from Operating Activities
During the first three months of fiscal 2018, operating activities provided $28.9 million of cash, primarily as a result of an increase in accounts
payable and other liabilities and adjustments for non-cash items, partially offset by an increase in inventories and a net loss of $3.0 million. Inventory levels at the end of the first quarter of fiscal 2018 were $418.4 million, an increase of
$17.4 million, or 4.4%, from the end of fiscal 2017.
Cash Flows from Investing Activities
During the first three months of fiscal 2018, investing activities used $12.9 million of cash, which were primarily related to capital expenditures deployed
toward technology and infrastructure initiatives and new and existing stores. Of those capital expenditures, $7.3 million related to fixed asset purchases that occurred prior to the end of fiscal 2017. Capital spend in fiscal 2018 is expected to be
approximately $55 million to support ongoing investments in technology, stores and distribution centers.
Cash Flows from Financing Activities
During the first three months of fiscal 2018, financing activities used $8.8 million of cash, primarily resulting from cash outflows of $5.6 million for the
payment of dividends and $2.8 million for repurchases of the Companys common stock pursuant to the April 2014 program. See
Share Repurchase Program
below for more information.
Revolving Credit Facility
At the end of the first
quarter of fiscal 2018, the Company had a $350 million secured revolving credit facility with a $100 million accordion feature. Credit extensions under the Revolving Credit Facility were limited to the lesser of $350.0 million or the amount of the
calculated borrowing base, which was $327.0 million as of May 27, 2017. The Company had no cash borrowings and $42.2 million in letters of credit and bankers acceptances outstanding under the Revolving Credit Facility, with $284.8 million
remaining available for cash borrowings, all as of May 27, 2017.
On June 2, 2017, subsequent to quarter-end, the Company entered into a Second
Amended and Restated Credit Agreement which amended certain terms of its Revolving Credit Facility. The amended Revolving Credit Facility extends the maturity date from June 18, 2018 to June 2, 2022, and increases the amount of the
accordion feature to $150 million. The amended Revolving Credit Facility continues to be secured primarily by the Companys eligible merchandise inventory and third-party credit card receivables and certain related assets on a first priority
basis and on a second lien basis by substantially all other assets of certain of the Companys subsidiaries, subject to certain exceptions. As of June 2, 2017, the Company had no borrowings under the amended Revolving Credit Facility and
approximately $42.2 million in letters of credit and bankers acceptances outstanding. See Note 3 of the
Notes to Consolidated Financial Statements
for more information regarding the amended Revolving Credit Facility.
Term Loan Facility
The Company has a senior secured term
loan facility that matures on April 30, 2021 (Term Loan Facility). As of May 27, 2017, the Company had $194.5 million outstanding under the Term Loan Facility with a carrying value of $191.4 million, net of unamortized
discounts and debt issuance costs. The fair value of the amount outstanding under the Term Loan Facility was approximately $186.7 million as of May 27, 2017, which was measured at fair value using the quoted market price. The fair value
measurement is classified as Level 2 in the fair value hierarchy based on the frequency and volume of trading for which the price was readily available. Level 2 inputs include quoted prices in active markets for similar assets or liabilities; quoted
prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
21
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
(continued)
Share Repurchase Program
During the first three months of fiscal 2018, the Company repurchased 500,000 shares of its common stock at a weighted average cost of $6.28 per share for a
total cost of $3.1 million under the April 2014 program. Of the $3.1 million in total shares repurchased in the first three months of fiscal 2018, $0.3 million were settled subsequent to the first quarter of fiscal 2018. Shares repurchased during
the period but settled subsequent to the period end are considered non-cash financing activities and are excluded from the Consolidated Statements of Cash Flows. Subsequent to quarter end, through June 29, 2017, the Company utilized a total of
$2.4 million to repurchase 460,000 shares of the Companys common stock under the April 2014 program at a weighted average cost of $5.33. As of June 29, 2017, $31.0 million remained available for further share repurchases under the
program.
Dividends Payable
On June 28, 2017,
subsequent to quarter end, the Company announced a $0.07 per share quarterly cash dividend on the Companys outstanding shares of common stock. The $0.07 quarterly cash dividend will be paid on August 2, 2017, to shareholders of record on
July 19, 2017.
Sources of Working Capital
Working capital requirements are expected to be funded with cash from operations, available cash balances and, as needed, borrowings against the Companys
Revolving Credit Facility and Term Loan Facility. Given the Companys cash position and the various liquidity options available, the Company believes it has sufficient liquidity to fund its obligations for the foreseeable future, including
debt-related payments, capital expenditure requirements, cash dividends, share repurchases and a lump sum distribution payment of approximately $24 million under the Pier 1 Imports, Inc. Supplemental Retirement Plan to the Companys former
Chief Executive Officer during the second quarter of fiscal 2018.
Impact of Inflation
Inflation has not had a significant impact on the operations of the Company. However, the Companys management cannot be certain of the effect inflation
may have on the Companys operations in the future.
22