<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 4, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-21296
PACIFIC SUNWEAR OF CALIFORNIA, INC.
CALIFORNIA 95-3759463
(State of Incorporation) (I.R.S. Employer Identification No.)
5037 EAST HUNTER AVENUE
ANAHEIM, CALIFORNIA 92807
(Address of principal executive offices) (Zip code)
(714) 693-8066
(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
---- ----
The number of shares outstanding of the registrant's Common stock, par
value $.01 per share, at August 4, 1996 was 5,357,911.
<PAGE> 2
PACIFIC SUNWEAR OF CALIFORNIA, INC.
FORM 10-Q
For the Quarter Ended August 4, 1996
Index
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of August 4, 1996 (unaudited)
and February 4, 1996 3
Statements of Operations (unaudited) for the second quarter
and first half ended August 4, 1996 and July 30, 1995 4
Statements of Cash Flows (unaudited) for the first half
ended August 4, 1996 and July 30, 1995 5
Notes to Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE PAGE 13
2
<PAGE> 3
PACIFIC SUNWEAR OF CALIFORNIA, INC.
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
AUGUST 4, FEBRUARY 4,
1996 1996
------------ -----------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,257,160 $ 4,315,842
Accounts receivable 754,829 323,299
Merchandise inventories 21,714,530 15,408,844
Prepaid expenses, includes $1,691,805 and $1,575,311
of prepaid rent, respectively 2,619,166 2,451,170
Deferred taxes 1,160,179 1,160,179
------------ -----------
Total current assets 28,505,864 23,659,334
PROPERTY AND EQUIPMENT:
Leasehold improvements 23,377,346 22,044,879
Furniture, fixtures and equipment 18,636,550 16,667,276
------------ -----------
OTHER ASSETS: 42,013,896 38,712,155
Less accumulated depreciation and amortization (14,595,446) (12,088,943)
------------ -----------
Net property and equipment 27,418,450 26,623,212
OTHER ASSETS:
Goodwill, net of accumulated amortization of
$278,724 and $265,283, respectively 810,019 823,460
Deposits and other assets 443,410 364,739
------------ -----------
Total other assets 1,253,429 1,188,199
------------ -----------
Total assets $ 57,177,743 $51,470,745
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ -- $ 375,000
Accounts payable 8,138,363 5,268,496
Accrued liabilities, includes $1,637,151 and $1,349,268
of accrued compensation, respectively 3,671,902 2,747,414
Income taxes payable 397,952 468,661
------------ -----------
Total current liabilities 12,208,217 8,859,571
LONG-TERM DEBT -- 406,250
DEFERRED COMPENSATION 245,942 185,348
DEFERRED RENT 2,996,041 2,724,381
DEFERRED TAXES 985,808 985,808
SHAREHOLDERS' EQUITY:
Common stock, par value $.01; authorized, 15,000,000 shares;
issued and outstanding, 5,357,911 and 5,300,171 shares, respectively 53,579 53,002
Additional paid-in capital 30,057,244 28,940,869
Retained earnings 10,630,912 9,315,516
------------ -----------
Total shareholders' equity 40,741,735 38,309,387
------------ -----------
Total liabilities and shareholders' equity $ 57,177,743 $51,470,745
============ ===========
</TABLE>
3
<PAGE> 4
PACIFIC SUNWEAR OF CALIFORNIA, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SECOND QUARTER ENDED FOR THE FIRST HALF ENDED
---------------------------- ------------------------
AUGUST 4, 1996 JULY 30, 1995 AUGUST 4, 1996 JULY 30, 1995
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Net Sales $34,566,703 $25,671,857 $62,207,678 $45,149,004
Cost of goods sold, including buying,
distribution, and occupancy costs 23,748,899 18,481,843 44,111,770 33,307,208
----------- ----------- ----------- -----------
Gross margin 10,817,804 7,190,014 18,095,908 11,841,796
Selling, general and administrative expenses 8,391,653 6,833,438 15,967,993 12,563,848
----------- ----------- ----------- -----------
Operating income (loss) 2,426,151 356,576 2,127,915 (722,052)
Interest income (expense) 17,821 (12,171) 47,481 18,932
----------- ----------- ----------- -----------
Income (loss) before income tax expense
(benefit) 2,443,972 344,405 2,175,396 (703,120)
Income tax expense (benefit) 959,000 126,000 860,000 (303,000)
----------- ----------- ----------- -----------
Net income (loss) $ 1,484,972 $ 218,405 $ 1,315,396 $ (400,120)
=========== =========== =========== ==========
Net income (loss) per common and
common equivalent share $ 0.27 $ 0.04 $ 0.24 $ (0.08)
===== ===== ===== =====
Weighted average common and
common equivalent shares outstanding 5,523,668 5,314,024 5,480,744 5,165,930
=========== =========== =========== ==========
</TABLE>
4
<PAGE> 5
PACIFIC SUNWEAR OF CALIFORNIA, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
FOR THE FIRST HALF ENDED
------------------------
AUGUST 4, 1996 JULY 30, 1995
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,315,396 $ (400,120)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 2,519,944 1,980,685
Change in:
Accounts receivable (431,530) (554,777)
Merchandise inventories (6,305,686) (3,061,034)
Prepaid expenses (167,996) (354,695)
Deposits and other assets (78,671) 4,967
Accounts payable 2,869,867 4,477,440
Accrued liabilities 924,488 161,745
Income taxes and deferred income taxes (70,709) (343,900)
Deferred rent 271,660 342,013
Deferred compensation 60,594 196,092
----------- ----------
Net cash provided by operating activities 907,357 2,448,416
CASH FLOWS FROM INVESTING ACTIVITIES:
Short-term investment maturities -- 3,718,018
Investment in property and equipment (3,301,741) (6,879,163)
----------- ----------
Net cash used in investing activities (3,301,741) (3,161,145)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under loan agreement and
capital lease obligations (781,250) (194,774)
Net principal borrowings under loan agreement -- 1,200,000
Proceeds from exercise of stock options 1,116,952 82,443
----------- ----------
Net cash provided by financing activities 335,702 1,087,669
----------- ----------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (2,058,682) 374,940
CASH AND CASH EQUIVALENTS, beginning of period 4,315,842 1,998,235
----------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 2,257,160 $2,373,175
=========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 10,811 $ 88,423
Income taxes $ 626,650 $ 40,900
----------- ----------
</TABLE>
Non-cash transaction: During the first half ended August 4, 1996 and July 30,
1995, the Company recorded an increase to additional paid in capital of $304,059
and $0, respectively, related to the tax benefits associated with the exercise
of non-qualified stock options.
5
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements are unaudited except for the February 4,
1996 balance sheet. These statements have been prepared in accordance with
generally accepted accounting principles for the interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The Company's fiscal year is the 52- or 53-week period which ends on the Sunday
closest to the end of January. "Fiscal 1996" is a 52-week period which ends on
February 2, 1997.
In the opinion of management, all adjustments consisting only of normal
recurring entries necessary for a fair presentation have been included. The
preparation of financial statements in conformity with generally accepted
accounting principles necessarily requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported expenses during the reported period. Actual results
could differ from these estimates. The results of operations for the second
quarter and first half ended August 4, 1996 are not necessarily indicative of
the results that may be expected for the fiscal year ending February 2, 1997.
For further information, refer to the financial statements and notes thereto as
of and for the years ended February 4, 1996, January 29, 1995, and January 30,
1994.
NOTE 2 - CREDIT AGREEMENT
The Company has a credit facility with a bank which expires in August, 1998. The
credit facility provides for an $11,500,000 line of credit, under which no
borrowings were outstanding as of August 4, 1996. Interest on advances under the
line of credit facility is payable monthly at the bank's prime rate (8.25% at
August 4, 1996). The line of credit facility includes sub-limits of $7,500,000
each for cash advances and commercial letters of credit outstanding. At August
4, 1996, the Company had $1.8 million in letters of credit and no cash advances
outstanding. The loan agreement subjects the Company to various restrictive
covenants, including maintenance of certain financial ratios, and prohibits
payments of dividends on common stock. At August 4, 1996, the Company was in
compliance with these covenants.
NOTE 3 - NET INCOME (LOSS) INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income (loss) per common and common equivalent share are based on the
weighted average number of common and common equivalent shares outstanding
during the relevant periods.
NOTE 4 - FEDERAL AND STATE INCOME TAX
The combined federal and state income tax benefit were calculated using
estimated effective annual statutory tax rates.
NOTE 5- STOCK-BASED COMPENSATION
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which will be effective for the Company beginning February 5,
1996. SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not require) compensation
cost to
6
<PAGE> 7
be measured based on the fair value of the equity instrument awarded. Companies
are permitted, however, to continue to apply APB Opinion No. 25, which
recognizes compensation cost based on the intrinsic value of the equity
instrument awarded. The Company will continue to apply APB Opinion No. 25 to its
stock-based compensation awards to employees and will disclose the required pro
forma effect on net income and earnings per share in financial statements filed
with Form 10-K for the fiscal year ended February 2, 1997.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The thirteen weeks ended August 4, 1996 (second quarter) as compared to the
thirteen weeks ended July 30, 1995 (second quarter)
Net sales increased to $34.6 million for the second quarter of fiscal 1996 from
$25.7 million for the second quarter of fiscal 1995, an increase of $8.9
million, or 34.6%. Of this $8.9 million increase, $2.0 million is attributable
to a 7.4% increase in comparable store net sales (stores are deemed comparable
stores on the first day of the first fiscal month following the one year
anniversary of their opening) in the second quarter of fiscal 1996 compared to
the comparable thirteen week period ended August 6, 1995. Fiscal 1995 was a
fifty-three week period ended February 4, 1996 and fiscal 1996 will be a
fifty-two week period ending February 2, 1997. The increase in comparable store
net sales is primarily attributable to the addition of footwear and junior
apparel merchandise in selected stores. In addition, the extra week in the prior
fiscal year caused a change in the measurement period used in making period to
period comparisons. $1.1 million of the increase in sales is attributable to
this one week shift in the fiscal calendar. An additional $1.9 million was
attributable to sales generated by thirteen new stores opened in the first half
of fiscal 1996 and $3.9 million was attributable to sales generated by stores
not yet qualifying as comparable stores. In fiscal 1996, the Company has
significantly expanded the number of stores offering footwear and junior female
apparel compared to fiscal 1995. Sales of this merchandise represented
approximately 12% of total sales for the second quarter of fiscal 1996 versus
approximately 1% of total sales for the second quarter of fiscal 1995. The
average retail prices of the Company's merchandise increased approximately 6% in
the second quarter of fiscal 1996 compared to the second quarter of fiscal 1995,
as a result of adding footwear, an increase in the sales of jeanswear as a
percentage of total net sales, and a decrease in T-shirts as a percentage of
total net sales.
Gross margin, after buying, distribution and occupancy costs, increased to $10.8
million for the second quarter of fiscal 1996 from $7.2 million for the second
quarter of fiscal 1995, an increase of $3.6 million, or 50.0%. As a percentage
of net sales, gross margin increased to 31.2% from 28.0%. Of this 3.2% increase
in gross margin as a percentage of net sales, 1.8% was due to a decrease in
occupancy costs as a percentage of net sales. This decrease in occupancy as a
percentage of net sales is primarily related to higher comparable store net
sales. Merchandise margins increased 1.1% as a percentage of net sales for the
second quarter of fiscal 1996 compared to first quarter of fiscal 1995, and
buying and distribution costs decreased by .3%. The increase in merchandise
margins was primarily due to an increase in initial markup.
Selling, general and administrative expenses increased to $8.4 million for the
second quarter of fiscal 1996 from $6.8 million for the second quarter of fiscal
1995, an increase of $1.6 million, or 23.5%. As a percentage of net sales, these
expenses decreased to 24.3% from 26.5%. This 2.2% decrease as a percentage of
net sales was due to a decrease in general and administrative expenses as a
percentage of net sales resulting from higher comparable store net sales and
higher total net sales.
Net interest income was $18,000 for the second quarter of fiscal 1996 compared
to net interest expense of $12,000 for the second quarter of fiscal 1995. This
$30,000 difference is primarily attributable to lower average borrowings in the
second quarter of fiscal 1996 compared to the second quarter of fiscal 1995.
Income tax expense was $959,000 for the second quarter of fiscal 1996 compared
to $126,000 for the second quarter of fiscal 1995. The effective income tax rate
for the second quarter of fiscal 1996 was 39.2% compared to 36.6% for the second
quarter of fiscal 1995. The higher effective income tax rate for
8
<PAGE> 9
the second quarter of 1996 was due to an increase in taxable interest income in
the second quarter of 1996. Interest income for the second quarter of 1995 was
mostly non-taxable.
The twenty-six weeks ended August 4, 1996 (first half) as compared to the
twenty-six weeks ended July 30, 1995 (first half)
Net sales increased to $62.2 million for the first half of fiscal 1996 from
$45.1 million for the first half of fiscal 1995, an increase of $17.1 million,
or 37.9%. Of this $17.1 million increase, $4.0 million is attributable to a 8.7%
increase in comparable store net sales (stores are deemed comparable stores on
the first day of the first fiscal month following the one year anniversary of
their opening) in the first half of fiscal 1996 compared to the comparable
twenty-six week period ended August 6, 1995. Fiscal 1995 was a fifty-three week
period ended February 4, 1996 and fiscal 1996 will be a fifty-two week period
ending February 2, 1997. The increase in comparable store net sales is primarily
attributable to the addition of footwear and junior apparel merchandise in
selected stores. In addition, the extra week in the prior fiscal year caused a
change in the measurement period used in making period to period comparisons.
$1.7 million of the increase in sales is attributable to this one week shift in
the fiscal calendar. An additional $2.5 million was attributable to sales
generated by thirteen new stores opened in the first half of fiscal 1996 and
$8.9 million was attributable to sales generated by stores not yet qualifying as
comparable stores. In fiscal 1996, the Company has significantly expanded the
number of stores offering footwear and junior female apparel compared to fiscal
1995. Sales of this merchandise represented approximately 9% of total sales for
the first half of fiscal 1996 versus approximately 1% of total sales for the
first half of fiscal 1995. The average retail prices of the Company's
merchandise increased approximately 4% in the first half of fiscal 1996 compared
to the first half of fiscal 1995, as a result of adding footwear, an increase in
the sales of jeanswear as a percentage of total net sales, and a decrease in
T-shirts as a percentage of total net sales.
Gross margin, after buying, distribution and occupancy costs, increased to $18.1
million for the first half of fiscal 1996 from $11.8 million for the first half
of fiscal 1995, an increase of $6.3 million, or 53.4%. As a percentage of net
sales, gross margin increased to 29.1% from 26.2%. Of this 2.9% increase in
gross margin as a percentage of net sales, 2.0% was due to a decrease in
occupancy costs as a percentage of net sales. This decrease in occupancy as a
percentage of net sales is primarily related to higher comparable store net
sales. Merchandise margins increased .6% as a percentage of net sales for the
first half of fiscal 1996 compared to first half of fiscal 1995, and buying and
distribution costs decreased by .3%. The increase in merchandise margins was
primarily due to an increase in initial markup.
Selling, general and administrative expenses increased to $16.0 million for the
first half of fiscal 1996 from $12.6 million for the first half of fiscal 1995,
an increase of $3.4 million, or 27.0%. As a percentage of net sales, these
expenses decreased to 25.7% from 27.9%. This 2.2% decrease as a percentage of
net sales was due to a decrease in general and administrative expenses as a
percentage of net sales resulting from higher comparable store net sales and
higher total net sales.
Net interest income was $47,000 for the first half of fiscal 1996 compared to
$19,000 for the first half of fiscal 1995. This $28,000 difference is primarily
attributable to lower average borrowings in the first half of fiscal 1996
compared to the first half of fiscal 1995.
Income tax expense was $860,000 for the first half of fiscal 1996 compared to an
income tax benefit of $(303,000) for the first half of fiscal 1995. The
effective income tax (benefit) rate for the first half of fiscal 1996 was 39.5%
compared to (43.1)% for the first half of fiscal 1995.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
The Company finances its operations from internally generated cash flow,
short-term investments, short-term borrowings and equity financing. The
Company's primary capital requirements have been for the construction of new
stores, remodeling, relocation, and/or expansion of selected stores and
financing of inventories.
Net cash provided by operating activities for the first half of fiscal 1996 was
$.9 million compared to $2.4 million for the first half of fiscal 1995. The
decrease was primarily attributable to an increase in merchandise inventories
and a decrease in cash provided by accounts payable and accrued liabilities,
offset by increases in net income and depreciation and amortization. Working
capital at August 4, 1996 was $16.3 million compared to $14.8 million at
February 4, 1996, an increase of $1.5 million. Inventories at August 4, 1996
were $21.7 million compared to $15.4 million at February 4, 1996, an increase of
$6.3 million. This increase was related to opening thirteen new stores, with 50%
larger average square footage than existing stores, and the addition of junior
female apparel and footwear to 57 and 26 stores, respectively. The increase in
accounts payable of $2.9 million at August 4, 1996 compared to February 4, 1996
was attributable to the increase in inventories at August 4, 1996.
Net cash used in investing activities was $3.3 million for the first half of
fiscal 1996 compared to $3.2 million for the first half of fiscal 1995. Net cash
invested in property and equipment for the first half of fiscal 1996 was $3.3
million compared to $6.9 million for the first half of fiscal 1995, due to fewer
new stores opened in the first half of fiscal 1996. These expenditures related
primarily to the construction of new stores.
Net cash provided by financing activities for the first half of fiscal 1996 was
$.3 million compared to $1.1 million for the first half of fiscal 1995. During
the first half of 1996, the Company paid off a term loan with its bank of $.8
million compared to net borrowings of $1.0 million in the first half of fiscal
1995. In the first half of fiscal 1996, the Company received proceeds of $1.1
million from the exercise of stock options compared to $.1 million in the same
period last year. At August 4, 1996, the Company had $1.8 million in letters of
credit outstanding.
The Company plans to open approximately 17 stores, and expand the size of six
existing stores during the remainder of fiscal 1996. The Company estimates that
capital expenditures during the remainder of fiscal 1996 will be approximately
$4.0 million.
The Company reviews the operating performance of its stores on an ongoing basis
to determine which stores, if any, to expand, relocate or close and records
store expansion/relocation and closing costs as stores are (or identified to be)
expanded, relocated or closed.
Management believes that the Company's working capital, bank loan agreement and
cash flow from operating activities will be sufficient to meet the Company's
operating and capital expenditure requirements through the end of fiscal 1996.
The Company does not believe that inflation has had a material effect on the
results of operations during the past three years. There can be no assurance
that the Company's business will not be affected by inflation in the future.
10
<PAGE> 11
SEASONALITY AND QUARTERLY RESULTS
The Company's business is seasonal by nature, with the Christmas and
back-to-school periods historically accounting for the largest percentage of
annual net sales. The Company's first quarter historically accounts for the
smallest percentage of annual net sales. In fiscal 1995 and 1994, the Christmas
and back-to-school periods together accounted for approximately 36% of the
Company's annual net sales and a higher percentage of the Company's operating
income. In fiscal 1995, approximately 43% of the Company's annual net sales
occurred in the first half of the fiscal year and 57% in the second half,
excluding net sales generated by new stores. The Company's quarterly results of
operations may also fluctuate significantly as a result of a variety of factors,
including the timing of store openings and the amount of revenue contributed by
new stores.
CERTAIN RISKS AND UNCERTAINTIES; FORWARD LOOKING STATEMENTS
The Company's success is largely dependent upon its ability to gauge the fashion
tastes of its customers and provide merchandise that satisfies customer demand.
Any inability to provide appropriate merchandise in sufficient quantities in a
timely manner could have a material adverse effect on the Company's business,
operating results and financial condition.
The preceding Management's Discussion and Analysis contains various "forward
looking statements" within the meaning of section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which represent the Company's expectations or beliefs concerning future
events, including the following: the planned opening of 17 new stores and
expansion of six existing stores during the remainder of fiscal 1996, and the
sufficiency of the Company's working capital, bank loan agreement, and cash flow
from operating activities for the Company's future operating and capital
requirements. The Company cautions that these statements are further qualified
by important factors that could cause actual results to differ materially from
those in the forward looking statements, including, without limitations, the
following: decline in demand for the merchandise offered by the Company; the
ability of the Company to locate and obtain favorable store sites, negotiate
acceptable lease terms, obtain adequate merchandise supply and hire and train
employees; the ability of the Company to gauge the fashion tastes of its
customers and provide merchandise that satisfies customer demand; management's
ability to manage the Company's planned expansion; the unavailability of
merchandise from the Company's vendors and private label sources; the effect of
economic conditions; the effect of severe weather or natural disasters; and the
effect of competitive pressures from other retailers. Results actually achieved
thus may differ materially from expected results in these statements.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings - Not Applicable
Item 2 - Changes in Securities - Not Applicable
Item 3 - Defaults Upon Senior Securities - Not Applicable
Item 4 - Submission of Matters to a Vote of Security Holders
a) The 1996 Annual Meeting of the Shareholders of the Company was held on
June 4, 1996 (the "1996 Annual Meeting").
(b) At the 1996 Annual Meeting, Jon R. Stone, Peter L. Harris and Scott
Young were elected as Directors of the Company for a one year term
ending in 1997 and Julius Jensen III, Greg H. Weaver, Pearson C. Cummin
III and James B. McCurry were elected as Directors of the Company for a
two year term ending in 1998.
(c) In addition to the election of directors, the shareholders also
approved an amendment to the Company's 1992 Stock Award Plan to (i)
increase the number of shares underlying options to be granted annually
to non-employee directors under the Plan and (ii) increase the limit on
the number of shares that may be awarded to any employee during any
twelve month period from 125,000 to 275,000 shares. Voting at the
Annual Meeting for the election of directors was as set forth below.
Each of the nominees identified below was elected a director.
<TABLE>
<CAPTION>
Votes Cast Votes
Nominees For Withheld
-------- ---------- --------
<S> <C> <C>
Election of Jon R. Stone 4,664,505 414,990
Election of Peter L. Harris 4,813,756 265,739
Election of Scott Young 4,813,755 265,740
Election of Julius Jensen III 4,814,286 265,209
Election of Greg H. Weaver 4,814,286 265,209
Election of Pearson C. Cummin III 4,778,560 300,935
Election of James B. McCurry 4,814,186 265,309
</TABLE>
With respect to the amendment to the 1992 Stock Award Plan, 2,945,163
votes were cast for adoption of the amendment, 1,227,374 votes were
cast against, 6,264 votes abstained, and there were 900,694 broker
non-votes.
(d) Not applicable
Item 5 - Other Information - Not Applicable
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
No exhibits filed.
(b) Reports on Form 8-K:
No reports were filed on form 8-K during the quarter for which
this report is filed.
(27) Financial Data Schedule
12
<PAGE> 13
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.
Pacific Sunwear of California, Inc.
(Registrant)
Date: August 21, 1996 /s/ Greg H. Weaver
-----------------------------------
Greg H. Weaver
President, Chief Operating Officer
and Director
Date: August 21, 1996 /s/ Carl W. Womack
-----------------------------------
Carl W. Womack
Senior Vice President, Chief
Financial Officer and Secretary
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PACIFIC
SUNWEAR OF CALIFORNIA, INC.'S FORM 10Q FOR THE QUARTERLY PERIOD ENDED AUGUST 4,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10Q.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-02-1997
<PERIOD-START> MAY-06-1996
<PERIOD-END> AUG-04-1996
<CASH> 2,257,160
<SECURITIES> 0
<RECEIVABLES> 754,829
<ALLOWANCES> 0
<INVENTORY> 21,714,530
<CURRENT-ASSETS> 28,505,864
<PP&E> 42,013,896
<DEPRECIATION> (14,595,446)
<TOTAL-ASSETS> 57,177,743
<CURRENT-LIABILITIES> 12,208,217
<BONDS> 0
0
0
<COMMON> 53,579
<OTHER-SE> 40,688,156
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<SALES> 34,566,703
<TOTAL-REVENUES> 34,566,703
<CGS> 23,748,899
<TOTAL-COSTS> 8,391,653
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<INTEREST-EXPENSE> (17,821)
<INCOME-PRETAX> 2,443,972
<INCOME-TAX> 959,000
<INCOME-CONTINUING> 1,484,972
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<EPS-PRIMARY> $0.27
<EPS-DILUTED> $0.27
</TABLE>
