Item 7.01 Regulation FD Disclosure
Pier 1 Imports, Inc. (the "Company") announced on February 18, 2020, that, among
other things, the Company and its subsidiaries (together, the "Debtors") each
filed a voluntary petition in the U.S. Bankruptcy Court for the Eastern District
of Virginia (the "Bankruptcy Court") requesting relief under Chapter 11 of Title
11 of the United States Bankruptcy Code (collectively, the "Chapter 11
Proceedings"). The Chapter 11 Proceedings are being jointly administered under
the caption and case number: In re Pier 1 Imports, Inc., et al., Case No.
20-30805 (KRH).
On July 31, 2020, the Debtors filed with the Bankruptcy Court their monthly
operating report for the period beginning June 1, 2020 and ending June 30, 2020
(the "Monthly Operating Report"). The Monthly Operating Report is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. This Current
Report on Form 8-K (including the exhibit hereto) (this "Form 8-K") will not be
deemed an admission as to the materiality of any information disclosed herein.
The Monthly Operating Report and other documents filed with the Bankruptcy Court
are available for inspection at https://dm.epiq11.com/case/pier1. Documents and
other information available on such website are not part of this Form 8-K and
are not deemed to be incorporated by reference in this Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, are not
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and are not deemed to be incorporated by reference
into any of the Company's filings with the Securities and Exchange Commission
(the "SEC"), whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly
set forth by specific reference in such a filing.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles, is in a format prescribed by applicable
bankruptcy laws or rules, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
As reported in a Form 12b-25 filed by the Company on May 28, 2020, the Company
is not filing an Annual Report on Form 10-K for the fiscal year ended February
29, 2020, or any other reports on Forms 10-Q or 10-K for subsequent periods.
Instead, the Company intends to file Current Reports on Form 8-K containing the
Company's monthly operating reports that are filed by the Company with the
Bankruptcy Court.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this Form 8-K and the Monthly Operating Report
may constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Exchange Act. The Company may
also make forward-looking statements in other reports filed with the SEC, in
press releases, in presentations and in material delivered to the Company's
stakeholders, including creditors and 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 words such as
"believe," "expect," "estimate," "anticipate," "plan," "may," "will," "intend"
and other similar expressions.
Risks and uncertainties that may affect the Company's operations and performance
include, among others: risks and uncertainties associated with the Chapter 11
Proceedings; the effects of public health emergencies, including the COVID-19
pandemic; risks and uncertainties related to, and the impact of, the closure of
the Company's stores nationwide and its corporate headquarters, the length of
time its stores and corporate headquarters are closed and the associated costs
and loss of revenue and impact on liquidity; the failure by the Company to
identify, develop and successfully implement immediate action plans; the
inability of the Company to source, ship and deliver items of acceptable quality
to its U.S. distribution and fulfillment centers, stores and customers at
reasonable prices and rates in a timely fashion; risks related to outsourcing
certain business processes to third-party vendors, including disruptions in
business, cyber security threats and increased costs; an overall decline in the
health of the U.S. economy and its impact on consumer confidence and spending;
disruptions in the Company's domestic supply chain or e-commerce website;
failure to successfully manage and execute the Company's marketing initiatives;
the Company's access to adequate operating cash flow, trade credit, borrowed
funds and capital to fund its operations and pay its obligations as they become
due, including the impact of continued deterioration of the Company's financial
performance or adverse trends or disruption in the global credit and equity
markets; failure to attract, motivate and retain an effective management team or
changes in the cost or availability of a suitable workforce; risks related to
the Company's dependence on technology in the operation of its business; failure
to protect consumer data; risks related to cybersecurity and e-commerce related
fraud; factors beyond the Company's control, including general economic and
market conditions, fluctuations in the Company's financial condition; and
regulatory and legal risks.
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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 fiscal year ended March 2, 2019, as
filed with the SEC and in the Company's other filings with the SEC.
Item 9.01 Financial Statements and Exhibits
(a) - (c) Not Applicable.
(d) Exhibits.
Exhibit Description
99.1 Monthly Operating Report for the period beginning June 1, 2020 and
ending June 30, 2020
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