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. 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 3 PACIFIC SUNWEAR OF CALIFORNIA, INC. BALANCE SHEETS ASSETS AUGUST 4, FEBRUARY 4, 1996 1996 ------------ ----------- (unaudited) 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 ============ =========== 3 4 PACIFIC SUNWEAR OF CALIFORNIA, INC. STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE SECOND QUARTER ENDED FOR THE FIRST HALF ENDED ---------------------------- ------------------------ AUGUST 4, 1996 JULY 30, 1995 AUGUST 4, 1996 JULY 30, 1995 -------------- ------------- -------------- ------------- 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 =========== =========== =========== ========== 4 5 PACIFIC SUNWEAR OF CALIFORNIA, INC. STATEMENTS OF CASH FLOWS (unaudited) FOR THE FIRST HALF ENDED ------------------------ AUGUST 4, 1996 JULY 30, 1995 -------------- ------------- 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 ----------- ---------- 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 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 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 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 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 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 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 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. Votes Cast Votes Nominees For Withheld -------- ---------- -------- 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 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 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