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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 NOVEMBER 3, 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.
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<S> <C>
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)
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(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 DECEMBER 6, 1996 WAS 8,083,777.
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
FORM 10-Q
FOR THE QUARTER ENDED NOVEMBER 3, 1996
INDEX
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PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements......................................................
Balance Sheets as of November 3, 1996 (unaudited) and February 4, 1996.... 3
Statements of Operations (unaudited) for the third quarter and nine months 4
ended November 3, 1996 and October 29, 1995...............................
Statements of Cash Flows (unaudited) for the first nine months ended 5
November 3, 1996 and October 29, 1995.....................................
Notes to Financial Statements............................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 7-11
Operations................................................................
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
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
BALANCE SHEETS
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NOVEMBER 3, FEBRUARY 4,
1996 1996
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents..................................... $ 6,006,550 $ 4,315,842
Accounts receivable........................................... 1,044,509 323,299
Merchandise inventories....................................... 22,684,879 15,408,844
Prepaid expenses, includes $1,787,939 and $1,575,311 of
prepaid rent, respectively................................. 2,688,126 2,451,170
Deferred taxes................................................ 1,160,179 1,160,179
------------ ------------
Total current assets....................................... 33,584,243 23,659,334
Property and Equipment:
Leasehold improvements........................................ 24,436,367 22,044,879
Furniture, fixtures and equipment............................. 19,782,715 16,667,276
------------ ------------
44,219,082 38,712,155
Less accumulated depreciation and amortization................ (15,649,422) (12,088,943)
------------ ------------
Net property and equipment................................. 28,569,660 26,623,212
Other Assets:
Goodwill, net of accumulated amortization of $285,444 and
$265,283, respectively..................................... 803,299 823,460
Deposits and other assets..................................... 485,564 364,739
------------ ------------
Total other assets......................................... 1,288,863 1,188,199
------------ ------------
Total assets.......................................... $ 63,442,766 $ 51,470,745
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt............................. $ -- $ 375,000
Accounts payable.............................................. 9,734,726 5,268,496
Accrued liabilities, includes $1,781,088 and $1,349,268 of
accrued compensation, respectively......................... 4,428,340 2,747,414
Income taxes payable.......................................... 1,188,091 468,661
------------ ------------
Total current liabilities.................................. 15,351,157 8,859,571
Long-term debt.................................................. -- 406,250
Deferred compensation........................................... 300,580 185,348
Deferred rent................................................... 3,087,670 2,724,381
Deferred taxes.................................................. 985,808 985,808
Shareholders' Equity:
Common stock, par value $.01; authorized, 22,500,000 shares;
issued and outstanding, 8,060,010 and 7,950,256 shares,
respectively............................................... 80,600 79,503
Additional paid-in capital.................................... 30,266,961 28,914,368
Retained earnings............................................. 13,369,990 9,315,516
------------ ------------
Total shareholders' equity................................. 43,717,551 38,309,387
------------ ------------
Total liabilities and shareholders' equity............ $ 63,442,766 $ 51,470,745
============ ============
</TABLE>
See accompanying notes
3
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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FOR THE THIRD QUARTER ENDED FOR THE NINE MONTHS ENDED
----------------------------------- -----------------------------------
NOVEMBER 3, 1996 OCTOBER 29, 1995 NOVEMBER 3, 1996 OCTOBER 29, 1995
---------------- ---------------- ---------------- ----------------
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Net sales........................... $ 43,247,154 $ 31,367,982 $105,454,832 $ 76,516,986
Cost of goods sold, including
buying, distribution, and
occupancy costs................... 28,959,797 21,705,616 73,071,566 55,012,824
------------ ------------ ------------ ------------
Gross margin........................ 14,287,357 9,662,366 32,383,266 21,504,162
Selling, general and administrative
expenses.......................... 9,837,141 7,520,546 25,805,134 20,084,395
------------ ------------ ------------ ------------
Operating income.................... 4,450,216 2,141,820 6,578,132 1,419,767
Interest income..................... 89,862 35,324 137,342 54,257
------------ ------------ ------------ ------------
Income before income tax expense.... 4,540,078 2,177,144 6,715,474 1,474,024
Income tax expense.................. 1,801,000 854,000 2,661,000 551,000
------------ ------------ ------------ ------------
Net income.......................... $ 2,739,078 $ 1,323,144 $ 4,054,474 $ 923,024
============ ============ ============ ============
Net income per common and common
equivalent share.................. $ 0.33 $ 0.17 $ 0.49 $ 0.12
------------ ------------ ------------ ------------
Weighted average common and common
equivalent shares outstanding..... 8,342,081 7,975,304 8,268,413 8,001,911
============ ============ ============ ============
</TABLE>
See accompanying notes
4
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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FOR THE NINE MONTHS ENDED
-------------------------------------
NOVEMBER 3, 1996 OCTOBER 29, 1995
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Cash Flows from Operating Activities:
Net income.................................................. $ 4,054,474 $ 923,024
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................ 3,852,948 3,097,775
Change in:
Accounts receivable.................................... (721,210) (506,257)
Merchandise inventories................................ (7,276,035) (5,373,203)
Prepaid expenses....................................... (236,956) (422,543)
Deposits and other assets.............................. (120,825) (199,679)
Accounts payable....................................... 4,466,230 2,742,752
Accrued liabilities.................................... 1,680,926 725,223
Income taxes and deferred income taxes................. 1,163,972 499,230
Deferred rent.......................................... 363,289 671,208
Deferred compensation.................................. 115,232 291,123
------------ ------------
Net cash provided by operating activities........... 7,342,045 2,448,653
Cash flows from investing activities:
Short-term investment maturities............................ -- 4,512,035
Investment in property and equipment........................ (5,779,235) (8,339,310)
------------ ------------
Net cash used in investing activities............... (5,779,235) (3,827,275)
Cash Flows from Financing Activities:
Principal payments under loan agreement and capital lease
obligations.............................................. (781,250) (288,524)
Net principal borrowings under loan agreement............... -- 1,000,000
Proceeds from exercise of stock options..................... 909,148 110,103
------------ ------------
Net cash provided by financing activities........... 127,898 821,579
------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents.......... 1,690,708 (557,043)
Cash and cash equivalents, beginning of period................ 4,315,842 1,998,235
------------ ------------
Cash and cash equivalents, end of period...................... $ 6,006,550 $ 1,441,192
============ ============
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest.................................................... $ 10,811 $ 106,087
Income taxes................................................ $ 1,497,028 $ 51,770
</TABLE>
Non-cash transactions: During the nine months ended November 3, 1996 and October
29, 1995, the Company recorded an increase to additional paid-in capital of
$444,542 and $0, respectively, related to tax benefits associated with the
exercise of non-qualified stock options.
See accompanying notes
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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 third
quarter and nine months ended November 3, 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 -- NET INCOME PER SHARE AND STOCK SPLIT
Stock split -- On October 9, 1996 the Company effected a three-for-two
stock split. Shareholders' equity has been restated to give retroactive
recognition to the stock split in prior periods by reclassifying from additional
paid-in capital to common stock the par value ($26,501) of the additional shares
arising from the split.
Net income per common and common equivalent share is based on the weighted
average number of common and common equivalent shares outstanding during the
relevant periods after giving effect to the stock split.
NOTE 3 -- FEDERAL AND STATE INCOME TAX
The combined federal and state income tax expense were calculated using
estimated effective annual statutory tax rates.
NOTE 4 -- NEW ACCOUNTING PRONOUNCEMENT
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which was 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 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.
6
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The thirteen weeks ended November 3, 1996 (third quarter) as compared to the
thirteen weeks ended October 29, 1995 (third quarter)
Net sales increased to $43.2 million for the third quarter of fiscal 1996
from $31.4 million for the third quarter of fiscal 1995, an increase of $11.8
million, or 37.6%. Of this $11.8 million increase, $6.9 million was attributable
to a 22.9% increase in comparable store net sales in the third quarter of fiscal
1996 compared to the comparable thirty-nine week period ended November 5, 1995,
$3.9 million was attributable to sales generated by 20 new stores opened in the
first nine months of fiscal 1996, $1.9 million was attributable to sales
generated by stores opened prior to fiscal 1996 and not yet included in the
comparable store base and $0.1 million was attributable to the expansion or
relocation of 2 existing stores. Offsetting these increases was a $1.0 million
decrease in sales attributable to a one week shift in the fiscal calendar, which
was caused by a change in the measurement period used for period-to-period
comparisons (fiscal 1995 was a 53-week period and fiscal 1996 will be a 52-week
period). The increase in comparable store net sales was primarily attributable
to the addition of footwear and juniors to certain of the Company's stores, and,
to a lesser extent, to increases in sales of young men's merchandise. In fiscal
1996, the Company significantly expanded the number of stores offering footwear
and juniors. Sales of this merchandise represented approximately 12% of net
sales for the third quarter of fiscal 1996 as compared to approximately 1% of
net sales for the third quarter of fiscal 1995. As a result of the addition of
footwear, an increase in the sales of pants as a percentage of net sales and a
decrease in T-shirt sales as a percentage of net sales, the average retail price
per unit sold increased approximately 13% in the third quarter of fiscal 1996
compared to the third quarter of fiscal 1995.
Gross margin, after buying, distribution and occupancy costs, increased to
$14.3 million for the third quarter of fiscal 1996 from $9.7 million for the
third quarter of fiscal 1995, an increase of $4.6 million, or 47.4%. As a
percentage of net sales, gross margin increased to 33.0% from 30.9%. Of this
2.1% increase in gross margin as a percentage of net sales, 2.1% was due to a
decrease in occupancy costs as a percentage of net sales. This decrease in
occupancy as a percentage of net sales was primarily related to higher
comparable store net sales. Net merchandise margins increased 0.5% as a
percentage of net sales for the third quarter of fiscal 1996 compared to third
quarter of fiscal 1995, due to an increase in sales of private brand merchandise
as a percentage of net sales and improved sourcing of private brand merchandise,
partially offset by an increase in markdowns of both branded and private brand
merchandise. Buying and distribution costs as a percentage of net sales
increased 0.5% in the third quarter of fiscal 1996 compared to the third quarter
of fiscal 1995 due to an increase in freight costs as the Company used air
freight to expedite shipments to its stores during the back-to-school period.
Selling, general and administrative expenses increased to $9.8 million for
the third quarter of fiscal 1996 from $7.5 million for the third quarter of
fiscal 1995, an increase of $2.3 million, or 30.7%. As a percentage of net
sales, these expenses decreased to 22.7% from 23.9%. Of this 1.2% decrease as a
percentage of net sales, 1.0% was due to a decrease in general and
administrative expenses as a percentage of net sales as a result of leveraging
these expenses over higher net sales, and 1.1% was attributable to a decrease in
store selling expenses as a percentage of net sales primarily as a result of an
increase in comparable store net sales and higher total net sales. Partially
offsetting these decreases was an increase of 0.9% ($0.5 million) in store
expansion/relocation and closing expenses (primarily for the write-off of store
leasehold improvements and furniture and fixtures) as a percentage of net sales.
Income tax expense was $1.8 million for the third quarter of fiscal 1996
compared to $.9 million for the third quarter of fiscal 1995. The effective
income tax rate for the third quarter of fiscal 1996 was 39.7% compared to 39.2%
for the third quarter of fiscal 1995. The higher effective income tax rate for
the third quarter of fiscal 1996 was primarily due to an increase in taxable
interest income in the third quarter of fiscal 1996. Interest income for the
third quarter of fiscal 1995 was mostly non-taxable.
7
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The thirty-nine weeks ended November 3, 1996 (nine months) as compared to the
thirty-nine weeks ended October 29, 1995 (nine months)
Net sales increased to $105.5 million for the first nine months of fiscal
1996 from $76.5 million for the first nine months of fiscal 1995, an increase of
$29.0 million, or 37.9%. Of this $29.0 million increase, $10.9 million was
attributable to a 14.3% increase in comparable store net sales in the first nine
months of fiscal 1996 compared to the comparable thirty-nine week period ended
November 5, 1995, $10.9 million was attributable to sales generated by stores
opened prior to fiscal 1996 and not yet included in the comparable store base,
$6.4 million was attributable to sales generated by 20 new stores opened in the
first nine months of fiscal 1996 and $0.1 million was attributable to the
expansion or relocation of two existing stores. In addition, there was a $0.7
million increase in sales attributable to a one week shift in the fiscal
calendar, which was caused by a change in the measurement period used for
period-to-period comparisons (fiscal 1995 was a 53-week period and fiscal 1996
will be a 52-week period). The increase in comparable store net sales was
primarily attributable to the addition of footwear and juniors to certain of the
Company's stores, and, to a lesser extent, to increases in sales of young men's
merchandise. In fiscal 1996, the Company significantly expanded the number of
stores offering footwear and juniors. Sales of this merchandise represented
approximately 11% of net sales for the first nine months of fiscal 1996 as
compared to approximately 1% of net sales for the first nine months of fiscal
1995. As a result of the addition of footwear, an increase in the sales of pants
as a percentage of net sales and a decrease in T-shirt sales as a percentage of
net sales, the average retail price per unit sold increased approximately 7% in
the first nine months of fiscal 1996 compared to the first nine months of fiscal
1995.
Gross margin, after buying, distribution and occupancy costs, increased to
$32.4 million for the first nine months of fiscal 1996 from $21.5 million for
the first nine months of fiscal 1995, an increase of $10.9 million, or 50.7%. As
a percentage of net sales, gross margin increased to 30.7% from 28.1%. Of this
2.6% increase in gross margin as a percentage of net sales, 2.1% was due to a
decrease in occupancy costs as a percentage of net sales, which was primarily
related to an increase in comparable store net sales. In addition, merchandise
margins increased 0.5% as a percentage of net sales for the first nine months of
fiscal 1996 compared to the first nine months of fiscal 1995, primarily due to
an increase in sales of higher margin private brand merchandise as a percentage
of net sales and improved sourcing of private brand merchandise, partially
offset by an increase in markdowns of both branded and private brand
merchandise.
Selling, general and administrative expenses increased to $25.8 million for
the first nine months of fiscal 1996 from $20.1 million for the first nine
months of fiscal 1995, an increase of $5.7 million, or 28.4%. As a percentage of
net sales, these expenses decreased to 24.5% from 26.2%. Of this 1.7% decrease
as a percentage of net sales, 1.7% was due to a decrease in general and
administrative expenses as a percentage of net sales as a result of leveraging
these expenses over higher net sales, and 0.5% was attributable to a decrease in
store selling expenses as a percentage of net sales primarily as a result of an
increase in comparable store net sales. Partially offsetting these decreases was
an increase of 0.5% ($0.7 million) in store expansion/relocation and closing
expenses (primarily the write-off of store leasehold improvements and furniture
and fixtures) as a percentage of net sales.
Income tax expense was $2.7 million for the first nine months of fiscal
1996 compared to $0.6 million for the first nine months of fiscal 1995. The
effective income tax rate for the first nine months of fiscal 1996 was 39.6%
compared to 37.4% for the first nine months of fiscal 1995. The higher effective
income tax rate for the first nine months of fiscal 1996 was primarily due to an
increase in taxable interest income in the first nine months of fiscal 1996.
Interest income for the first nine months of fiscal 1995 was mostly non-taxable.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations from internally generated cash
flow, short-term borrowings and equity financing. The Company's primary capital
requirements have been for the construction of new stores, remodeling,
relocation, or expansion of selected existing stores and financing of
inventories.
Net cash provided by operating activities for the first nine months of
fiscal 1996 was $7.3 million compared to $2.4 million for the first nine months
of fiscal 1995. This $4.9 million increase is primarily
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attributable to a $3.1 million increase in net income, a $.8 million increase in
depreciation, a $1.6 million increase in accrued expenses and income taxes,
offset by decreases of other items of $.6 million. Working capital at November
3, 1996 was $18.2 million compared to $14.8 million at February 4, 1996, an
increase of $3.4 million. Inventories at November 3, 1996 were $22.7 million
compared to $15.4 million at February 4, 1996, an increase of $7.3 million. The
Company's average store inventories vary throughout the year and increase in
advance of the peak selling periods of spring break, back-to-school and
Christmas. The increase in inventories at November 3, 1996 was primarily related
to opening new stores with larger average square footage than existing stores,
and the addition of juniors and footwear to certain of the Company's existing
stores. The increase in accounts payable of $4.5 million at November 3, 1996
compared to February 4, 1996 was attributable to the increase in inventories at
November 3, 1996.
Net cash used in investing activities was $5.8 million for the first nine
months of fiscal 1996 compared to $3.8 million for the first nine months of
fiscal 1995. Net cash used in investment in property and equipment for the first
nine months of fiscal 1996 was $5.8 million compared to $8.3 million for the
first nine months of fiscal 1995. These expenditures related primarily to the
construction of new stores. The decrease in the first nine months of fiscal 1996
compared to the same period of the prior year was primarily due to having opened
only 20 new stores in the fiscal 1996 period as compared to 51 new stores in the
prior period. In the first nine months of fiscal 1996, $4.6 million was expended
for the 30 new stores to be opened in fiscal 1996, $0.8 million for expansions
or relocations of certain existing stores and $0.4 million related to the
Company's computer hardware and software and materials handling system.
Net cash provided by financing activities for the first nine months of
fiscal 1996 was $0.1 million compared to $0.8 million for the first nine months
of fiscal 1995. In the first nine months of fiscal 1996, the Company paid off a
term loan from its bank of $0.8 million compared to net borrowings of $0.7
million in the first nine months of fiscal 1995. In the first nine months of
fiscal 1996, the Company received proceeds of $0.9 million from the exercise of
stock options compared to $0.1 million in the same period last year.
The Company has a credit facility with a bank which expires in August 1998.
The credit facility provides for an $11.5 million line of credit, which includes
sub-limits of $7.5 million each for cash advances and commercial letters of
credit. Interest on advances under the line of credit facility is payable
monthly at the bank's prime rate (8.25% at November 3, 1996). At November 3,
1996, the Company had $1.2 million in letters of credit outstanding and no cash
advances outstanding. The loan agreement subjects the Company to various
restrictive covenants, including maintenance of certain financial ratios, and
prohibits payment of cash dividends on common stock. At November 3, 1996, the
Company was in compliance with all of its covenants.
The Company has minimum annual rental commitments under existing store
leases and the lease for its corporate offices and distribution center of
approximately $15.1 million in fiscal 1997 and $15.0 million in fiscal 1998.
The Company estimates that capital expenditures for the fourth quarter of
fiscal 1996 will be approximately $2.5 million in connection with opening 10 new
stores, expanding or relocating five existing stores, and commencing
construction on approximately 7 to 12 stores that will open during fiscal 1997.
In fiscal 1996, the Company's average cost to build a new store, including
leasehold improvements, furniture and fixtures and landlord allowances, was
approximately $190,000. In fiscal 1996, the average cost of expanding or
relocating stores was approximately $250,000. The average total cost to build
new stores will vary in the future, depending on various factors, including
changes in store design, local construction costs and landlord allowances. The
Company's average initial inventory for new stores opened in fiscal 1996 was
approximately $130,000.
The Company plans to open approximately 40 stores, and expand or relocate
10 to 15 existing stores, during fiscal 1997. The Company estimates that capital
expenditures in fiscal 1997 will total approximately $13 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. The
Company anticipates expanding or relocating five stores to larger spaces in the
fourth quarter of fiscal 1996 and plans to expand or relocate 10 to 15 stores in
fiscal 1997. The Company anticipates closing three stores in the fourth quarter
of fiscal 1996 and two stores in fiscal 1997.
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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 1997.
NEW ACCOUNTING PRONOUNCEMENTS
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which was 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 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.
In March 1995, the Financial Accounting Standards Board issued Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to Be Disposed Of" ("SFAS No. 121"). SFAS No. 121 establishes accounting
standards for the impairment of long-lived assets, certain identifiable
intangibles and goodwill related to those assets to be held and used and
long-lived assets and certain identifiable intangibles to be disposed of. The
Company adopted SFAS No. 121 in the first interim period of fiscal 1996 and such
adoption did not impact its financial position or results of operations.
INFLATION
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.
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, excluding net
sales generated by new stores, 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.
IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
The preceding Management's Discussion and Analysis contains forward looking
statements within the meaning of section 27A of the Securities Act of 1933 (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"), and the Company intends that such forward-looking statements be
subject to the safe harbors created thereby. These forward-looking statements
include the plans and objectives of management for future operations, including
plans and objectives relating to the future economic performance of the Company.
The forward-looking statements and associated risks set forth may include or
relate to: (i) the planned opening of approximately 40 stores and expansion or
relocation of 10 to 15 stores in fiscal 1997; (ii) the increase in average new
store size; (iii) the success of the Company's juniors and footwear
merchandising initiatives; (iv) statements regarding increased sales per store
and sales growth as a consequence of adding new stores; (v) the timely ability
of branded and private brand merchandise in sufficient quantities to satisfy
customer demand; (vi) the growth in store operating and general and
10
<PAGE> 11
administrative expenses as a result of store expansion; and (vii) the
sufficiency of the Company's working capital, bank line of credit and cash flow
from operating activities for the Company's future operating and capital
requirements.
The forward-looking statements are further qualified by important factors
that could cause actual results to differ materially from those in the
forward-looking statements, including, without limitation, the following: (i)
the ability of the Company to gauge the fashion tastes of its customers and
provide merchandise that satisfies customer demand; (ii) a decline in demand for
the merchandise offered by the Company; (iii) the ability of the Company to
locate and obtain favorable store sites, negotiate acceptable lease terms, and
hire and train employees; (iv) management's ability to manage the Company's
planned expansion; (v) the unavailability of merchandise from the Company's
vendors and private brand sources; (vi) the effect of economic conditions; (vii)
the effect of severe weather or natural disasters; (viii) the effect of
competitive pressures from other retailers, particularly including those in the
recently introduced juniors and footwear categories; and (ix) a disruption of
trade with the countries in which the Company's private brand contract
manufacturers are located. Results actually achieved thus may differ materially
from expected results in these statements. In addition, as disclosed above, the
business and operations of the Company are subject to substantial risks which
increase the uncertainty inherent in such forward-looking statements. Any of the
other factors disclosed above could cause the Company's net income or growth in
net income to differ materially from prior results.
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 -- Not Applicable
Item 5 -- Other Information -- Not Applicable
Item 6 -- Exhibits and Reports on Form 8-K
(a) Exhibits:
10.1 Employment Agreement, dated as of October 1, 1996, by and between
Pacific Sunwear of California, Inc. and Greg H. Weaver.
(27) Financial Data Schedule
(b) Reports on Form 8-K:
No reports were filed on form 8-K during the quarter for which this
report is filed.
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: December 16, 1996 /s/ Greg H. Weaver
--------------------------------------
President, Chief Executive Officer
and Director
Date: December 16, 1996 /s/ Carl W. Womack
--------------------------------------
Senior Vice President, Chief
Financial Officer and Secretary
13
<PAGE> 1
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is entered into as of October
1, 1996, by and between Pacific Sunwear of California, Inc., a California
corporation (the "Company"), and Greg H. Weaver ("Executive").
The Company desires to employ Executive, and Executive desires to be an
employee of the Company, pursuant to the terms and conditions set forth herein.
In consideration of the foregoing and the promises and covenants set forth
below, the parties agree as follows:
1. Employment. The Company hereby employs Executive as President and Chief
Executive Officer, and Executive agrees to be employed in such positions during
the term of this Agreement. Executive shall devote his full time and efforts to
perform his duties faithfully and diligently and, to the best of his ability, to
advance the interests of the Company.
2. Compensation. The Company shall pay Executive a base salary of $375,000
per year, with such increases as may be approved by the Company's Board of
Directors, payable in accordance with the Company's practices in effect from
time to time. Notwithstanding the foregoing, the minimum annual adjustment to
the base salary of Executive, commencing October 1, 1997, shall be equal to the
greater of (i) the percentage by which the Consumer Price Index for the last
month of the then current year of the term of this Agreement shall have
increased as compared to the Consumer Price Index of the same month of the
immediately preceding year and (ii) 5% of Executive's then annual base salary.
"Consumer Price Index" refers to the Consumer Price Index -- Los Angeles
Metropolitan Area -- All items compiled by the U.S. Department of Labor, Bureau
of Labor Statistics, based on 1967 as 100.
In addition, Executive shall receive a monthly car lease allowance of $800
per month, reimbursement for all other automobile expenses, family medical
insurance, four weeks vacation per year and other benefits that are comparable
to the benefits offered to other executive officers of the Company in general.
The Company also shall provide Executive with a $1,000,000 term life insurance
policy wherein Executive or a person designated by Executive is the beneficiary,
subject to Executive completing and passing any required physical examinations.
The Company also shall reimburse Executive for all out-of-pocket expenses
reasonably incurred and paid by him in the performance of his duties pursuant to
this Agreement. Such reimbursement shall be in accordance with the Company's
policies, and Executive shall furnish to the Company the documentation required
to support the deductibility of such expenses for federal income tax purposes.
All payments made under this Agreement are subject to all deductions required by
law.
Executive also shall be entitled to participate in an annual bonus program
wherein Executive shall receive a bonus equal to a percentage of his base
salary, not to exceed 75% of his base salary, based upon the achievement of
financial performance criteria to be established by the Company in consultation
with Executive. The bonus payment, if any, shall be made reasonably promptly
after audited financial statements are available to the Company for the purpose
of determining the satisfaction of the financial performance criteria.
3. Term.
(a) The term of this Agreement (the "Term") shall commence on the date
hereof and shall terminate on October 18, 1997; provided, however, if the
Company does not give Executive written notice at least 60 days prior to
the end of the Term of the Company's intention to not have the Term
extended for a one year period, then the Term shall automatically be
extended for one year and shall be automatically extended each year
thereafter unless the Company gives Executive written notice at least 60
days prior to the end of the Term (any such notice being a "60 Day Notice")
of the Company's intention not to extend the Term.
(b) The Term may be terminated at any time upon the occurrence of any
of the following events:
(i) The death or permanent disability of Executive;
<PAGE> 2
(ii) Executive's voluntary resignation;
(iii) Executive's discharge for cause; or
(iv) Upon the 30th day following written notice of termination
other than for cause (the "Termination Without Cause Notice") from the
Company to Executive.
(c) Executive shall be considered permanently disabled if Executive is
absent from employment or unable to render services hereunder on a
full-time basis by reason of physical or mental illness or disability for
six months or more in the aggregate in any consecutive twelve month period
during the Term.
(d) As used in Paragraph 3(b)(ii), "voluntary resignation" means
Executive has resigned for any reason other than at the express written
request, whether or not for cause, of the Board.
(e) As used in Paragraph 3(b)(iii), "cause" shall mean only that (i)
Executive has refused to perform or discharge his material obligations or
duties hereunder for 30 days after notice from the Board of such refusal,
or (ii) Executive has engaged in illegal or other wrongful conduct
substantially detrimental to the business or reputation of the Company.
(f) If this Agreement is terminated pursuant to Paragraphs 3(b)(i),
3(b)(ii) or 3(b)(iii), this Agreement shall terminate immediately or at
such later date as shall be designated by the Board and all of Executive's
rights hereunder shall terminate effective upon such termination, except
for payment of amounts earned by or owed to Executive prior to Executive's
termination hereunder, including, without limitation, a Pro Rata Portion of
the Bonus (as defined below).
Except as provided above and as otherwise specified in any notice of
termination, Executive shall not continue after termination to be an
employee of the Company for any purpose and all rights Executive might
thereafter have as an employee pursuant to any plan shall cease except as
expressly provided to the contrary in writing under any such plan.
(g) If the Company should terminate this Agreement pursuant to
Paragraph 3(b)(iv) by giving a Termination Without Cause Notice or shall at
any time give a 60 Day Notice:
(i) Executive shall cease to be Chief Executive Officer and
President of the Company, and to hold such other office or position
Executive then holds in the Company or any subsidiary or affiliate
thereof, effective upon the date specified in the Termination Without
Cause Notice or the 60 Day Notice, as the case may be (the "Effective
Date"), and if requested by a majority of the members of the Board,
shall resign from the Board and from any of the Boards of Directors of
the Company's subsidiaries or affiliated companies of which Executive
may be a member.
(ii) The Company shall be obligated and shall continue to pay
Executive a salary at Executive's then annual salary (without regard to
any bonus) for a period of one year following the Effective Date. Such
payments shall be made in installments payable as provided in Section 2
hereof. The Company also shall pay Executive in a single payment within
60 days of the end of the Company's fiscal year a Pro Rata Portion of
the Bonus (as defined below). "Pro Rata Portion of the Bonus" means an
amount equal to any bonus to which Executive would have been entitled
had Executive remained an employee for the balance of the fiscal year in
which his employment terminated multiplied by a fraction, the numerator
of which is the number of days from February 1 to the date of
Executive's termination, and the denominator of which is 365.
(h) Executive must give the Company written notice of at least 60 days
prior to Executive's voluntary resignation.
4. Return of Documents and Property. Upon the termination of Executive's
employment by the Company, or at any time upon the request of the Company,
Executive (or his heir or personal representative) shall deliver to the Company
(a) all documents and materials containing trade secrets and other confidential
information relating to the Company's business and affairs, and (b) all other
documents, materials and other
2
<PAGE> 3
property belonging to the Company or its affiliated companies that are in the
possession or under the control of Executive.
5. Assignment. Executive's rights and obligations under this Agreement
shall not be assignable by Executive. The Company's rights and obligations under
this Agreement shall not be assignable by the Company except as incident to the
transfer, by merger, liquidation, or otherwise, of all or substantially all of
the business of the Company.
6. Notices. Any notice required or permitted under this Agreement shall be
given in writing and shall be deemed to have been effectively made or given if
personally delivered, or if telegraphed, telexed, cabled, or mailed to the other
party at its address set forth below in this Section 6, or at such other address
as such party may designate by written notice to the other party hereto. Any
effective notice hereunder shall be deemed given on the date personally
delivered or on the date telegraphed, telexed, cabled or deposited in the United
States mail (sent by certified mail, return receipt requested) mailed, as the
case may be at the following address:
(i) If to the Company:
Pacific Sunwear of California, Inc.
5037 East Hunter Avenue
Anaheim, California 92705
Attention: Secretary
(ii) If to the Executive:
Mr. Greg H. Weaver
c/o Pacific Sunwear of California, Inc.
5037 East Hunter Avenue
Anaheim, California 92705
7. Miscellaneous. This Agreement constitutes the entire agreement of the
parties hereto relating to the subject matter hereof, and there are no written
or oral terms or representations made by either party other than those contained
herein. This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof, including that certain Severance Agreement
dated February 6, 1996, between the Company and Executive which is hereby deemed
terminated as of the date of this Agreement. This Agreement may only be amended
in writing signed by both parties. No waiver by any party of any breach of this
Agreement shall be deemed to be a waiver by any party of any preceding or
succeeding breach. The validity, interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
regard to conflicts of laws principles. The headings contained herein are for
reference purposes only and shall not in any away affect the meaning or
interpretation of this Agreement. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, all such
counterparts together shall constitute but one and the same instrument.
3
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
PACIFIC SUNWEAR OF CALIFORNIA, INC.
By:
----------------------------------
CARL W. WOMACK
Chief Financial Officer,
Vice President of Finance
and Secretary
"Executive"
-------------------------------------
GREG H. WEAVER
4
<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
November 3, 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> AUG-05-1996
<PERIOD-END> NOV-03-1996
<CASH> 6,006,550
<SECURITIES> 0
<RECEIVABLES> 1,044,509
<ALLOWANCES> 0
<INVENTORY> 22,684,879
<CURRENT-ASSETS> 33,584,243
<PP&E> 44,219,082
<DEPRECIATION> (15,649,422)
<TOTAL-ASSETS> 63,442,766
<CURRENT-LIABILITIES> 15,351,157
<BONDS> 0
0
0
<COMMON> 80,600
<OTHER-SE> 43,636,951
<TOTAL-LIABILITY-AND-EQUITY> 63,442,766
<SALES> 43,247,154
<TOTAL-REVENUES> 43,247,154
<CGS> 28,959,797
<TOTAL-COSTS> 9,837,141
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (89,862)
<INCOME-PRETAX> 4,540,078
<INCOME-TAX> 1,801,000
<INCOME-CONTINUING> 2,739,078
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,739,078
<EPS-PRIMARY> $0.33
<EPS-DILUTED> $0.33
</TABLE>
