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 3, 1997
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 September 5, 1997 was 9,103,741.
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
FORM 10-Q
FOR THE QUARTER ENDED AUGUST 3, 1997
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements:
Balance Sheets as of August 3, 1997 (unaudited) and February 2, 1997.............. 3
Statements of Operations (unaudited) for the second quarter and first half
ended August 3, 1997 and August 4, 1996....................................... 4
Statements of Cash Flows (unaudited) for the first half ended
August 3, 1997 and August 4, 1996............................................. 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
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
BALANCE SHEETS
ASSETS
AUGUST 3, FEBRUARY 2,
1997 1997
---- ----
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 12,923,832 $ 9,962,626
Short-term investments 19,718,780 --
Accounts receivable 901,750 583,811
Merchandise inventories 31,554,197 19,760,412
Prepaid expenses, includes $2,108,640 and $1,910,681 of prepaid rent,
respectively 3,314,202 3,216,160
Deferred taxes 1,358,733 1,358,733
------------- -------------
Total current assets 69,771,494 34,881,742
PROPERTY AND EQUIPMENT:
Leasehold improvements 29,882,235 25,210,439
Furniture, fixtures and equipment 23,757,703 20,244,954
------------- -------------
53,639,938 45,455,393
Less accumulated depreciation and amortization (18,167,724) (15,952,174)
------------- -------------
Net property and equipment 35,472,214 29,503,219
OTHER ASSETS:
Goodwill, net of accumulated amortization of $305,606 and $292,165,
respectively 783,137 796,578
Deposits and other assets 806,869 523,018
------------- -------------
Total other assets 1,590,006 1,319,596
------------- -------------
Total assets $ 106,833,714 $ 65,704,557
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 12,398,401 $ 6,686,561
Accrued liabilities (Note 7) 5,957,364 6,035,689
Income taxes payable 16,460 469,258
------------- -------------
Total current liabilities 18,372,225 13,191,508
DEFERRED COMPENSATION 781,322 371,057
DEFERRED RENT 3,394,366 3,139,487
DEFERRED TAXES 1,456,463 1,456,463
SHAREHOLDERS' EQUITY:
Preferred Stock, par value $.01; authorized, 5,000,000 shares; none issued
and outstanding
Common Stock, par value $.01; authorized, 22,500,000 shares; issued and
outstanding, 9,099,653 and 8,092,107 shares, respectively 90,997 80,921
Additional paid-in capital 62,007,080 30,737,782
Retained earnings 20,731,261 16,727,339
------------- -------------
Total shareholders' equity 82,829,338 47,546,042
------------- -------------
Total liabilities and shareholders' equity $ 106,833,714 $ 65,704,557
============= =============
See accompanying notes
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE SECOND QUARTER ENDED FOR THE FIRST HALF ENDED
---------------------------- ------------------------
AUGUST 3, 1997 AUGUST 4, 1996 AUGUST 3, 1997 AUGUST 4, 1996
-------------- -------------- -------------- --------------
Net sales $ 48,326,141 $34,566,703 $87,258,877 $62,207,678
Cost of goods sold, including buying,
distribution, and occupancy costs 32,477,214 23,748,899 59,702,842 44,111,770
------------ ----------- ----------- -----------
Gross margin 15,848,927 10,817,804 27,556,035 18,095,908
Selling, general and administrative expenses 11,379,171 8,391,653 21,321,703 15,967,993
------------ ----------- ----------- -----------
Operating income 4,469,756 2,426,151 6,234,332 2,127,915
Interest income 293,888 17,821 389,590 47,481
------------ ----------- ----------- -----------
Income before income tax expense 4,763,644 2,443,972 6,623,922 2,175,396
Income tax expense 1,884,000 959,000 2,620,000 860,000
------------ ----------- ----------- -----------
Net income $ 2,879,644 $ 1,484,972 $ 4,003,922 $ 1,315,396
============ =========== =========== ===========
Net income per common and
common equivalent share $ 0.32 $ 0.18 $ 0.46 $ 0.16
------------ ----------- ----------- -----------
Weighted average common and common
equivalent shares outstanding 8,960,563 8,285,502 8,702,419 8,221,116
============ =========== =========== ===========
See accompanying notes
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE FIRST HALF ENDED
------------------------
AUGUST 3, 1997 AUGUST 4, 1996
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,003,922 $ 1,315,396
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 3,048,192 2,519,944
Change in:
Accounts receivable (317,939) (431,530)
Merchandise inventories (11,793,785) (6,305,686)
Prepaid expenses (98,042) (167,996)
Deposits and other assets (283,851) (78,671)
Accounts payable 5,711,840 2,869,867
Accrued liabilities (78,325) 924,488
Income taxes and deferred income taxes 404,960 (70,709)
Deferred rent 254,879 271,660
Deferred compensation 410,265 60,594
------------ ------------
Net cash provided by operating activities 1,262,116 907,357
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments (19,718,780) --
Investment in property and equipment (9,003,746) (3,301,741)
------------ ------------
Net cash used in investing activities (28,722,526) (3,301,741)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 30,085,073 --
Principal payments under loan agreement -- (781,250)
Proceeds from exercise of stock options 336,543 1,116,952
------------ ------------
Net cash provided by financing activities 30,421,616 335,702
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS: 2,961,206 (2,058,682)
CASH AND CASH EQUIVALENTS, beginning of period 9,962,626 4,315,842
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 12,923,832 $ 2,257,160
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ 2,381 $ 10,811
Income taxes $ 2,215,040 $ 626,650
- --------------------------
Non-cash transaction: During the first half ended August 3, 1997 and August 4,
1996 , the Company recorded an increase to additional paid-in capital of
$857,758 and $304,059, respectively, related to tax benefits associated with the
exercise of non-qualified stock options.
See accompanying notes
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements are unaudited except for the
February 2, 1997 balance sheet. These statements have been prepared in
accordance with generally accepted accounting principles for 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 1997" is a 52-week period
which ends February 1, 1998.
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 3, 1997 are not necessarily indicative of
the results that may be expected for the fiscal year ending February 1, 1998.
For further information, refer to the financial statements and notes thereto as
of and for the years ended February 2, 1997, February 4, 1996 and January 29,
1995.
NOTE 2 - CASH AND CASH EQUIVALENTS; SHORT-TERM INVESTMENTS
Cash and cash equivalents include cash on hand and marketable
securities with original maturities of three months or less.
Short-term investments consist of highly liquid investments with
original maturities between three and twelve months. Management determines the
proper classifications of investments at the time of purchase and reevaluates
such designations as of each balance sheet date. At August 3, 1997 all
securities are classified as held-to-maturity under the provisions of SFAS No.
115 "Accounting for Certain Investments in Debt and Equity Securities" based on
the Company's positive intent and ability to hold the securities to maturity. In
accordance with SFAS No. 115, these securities are carried at amortized cost,
which approximates fair market value.
NOTE 3 - FOLLOW-ON OFFERING
On June 16, 1997 the Company issued 840,000 shares of its common stock
in a follow-on stock offering and on July 17, 1997 issued an additional 31,500
shares upon the partial exercise of the underwriters' over-allotment option. The
Company's net proceeds, after deducting expenses associated with the offering,
were $30.1 million.
NOTE 4 - NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income per common and common equivalent share are based on the
weighted average number of common and common equivalent shares outstanding
during the relevant periods.
Stock Split - On October 9, 1996, the Company effected a three-for-two
stock split. Earnings per share and share outstanding amounts have been given
retroactive effect in these financial statements.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
No. 128") which is effective for financial statements issued for periods ending
after December 15, 1997. SFAS No. 128 requires the disclosure of basic and
diluted earnings per share. For the second quarter, the amount reported as net
income per common and common equivalent share is not materially different from
that which would have been reported for basic and diluted earnings per share in
accordance with SFAS No. 128. For the first half ended August 3, 1997 and August
4, 1996, the amount of basic earnings per share would have been $.48 in
comparison to $.46 per common and common equivalent share and $.17 in comparison
to $.16 per common and common equivalent share, respectively.
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NOTE 5 - CREDIT FACILITY
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 for cash advances, and $9.0 million (as
amended in June 1997) for commercial letters of credit. Interest on advances
under the line of credit facility is payable monthly at the bank's prime rate
(8.5% at August 3, 1997). At August 3, 1997, the Company had $4.4 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 capital stock. At August 3, 1997, the Company was in compliance with such
covenants.
NOTE 6 - FEDERAL AND STATE INCOME TAX EXPENSE
The combined federal and state income tax expense was calculated using
estimated effective annual statutory tax rates.
NOTE 7 - ACCRUED LIABILITIES
Accrued liabilities consist of the following:
AUGUST 3, FEBRUARY 2,
1997 1997
---------- -----------
Accrued compensation and benefits $2,426,486 $2,939,217
Reserve for store expansion/relocation and closing costs 1,207,165 1,424,315
Sales tax payable 927,644 401,181
Other accrued liabilities 1,396,069 1,270,976
---------- ----------
$5,957,364 $6,035,689
========== ==========
NOTE 8 - SUBSEQUENT EVENT
Effective September 4, 1997 the Company completed its acquisition from
Good Vibrations, Inc., a Florida corporation, of the store assets and inventory,
leasehold improvements and lease rights pertaining to 15 retail stores operated
by Good Vibrations. The purchase price for this acquisition was approximately
$10.5 million. The stores are located in regional malls in Florida, offering
casual young men's apparel, junior apparel, accessories and footwear to teens
and young adults.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The thirteen weeks ended August 3, 1997 (second quarter) as compared to the
thirteen weeks ended August 4 ,1996 (second quarter)
Net Sales
Net sales increased to $48.3 million for the second quarter of fiscal
1997 from $34.6 million for the second quarter of fiscal 1996, an increase of
$13.7 million, or 39.6%. Of this $13.7 million increase, $4.9 million was
attributable to net sales generated by new stores opened in fiscal 1996 and not
yet included in the comparable store base, $4.4 million was attributable to a
13.8% increase in comparable store net sales in the second quarter of fiscal
1997, $3.7 million was attributable to net sales generated by 21 new stores
opened in fiscal 1997 and not yet included in the comparable store base and $1.3
million was attributable to 13 stores that have been expanded or relocated to
the larger format and not yet included in the comparable store base. Offsetting
these increases was a $.6 million decrease due to closing six stores. 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. Net sales of
footwear and junior female apparel represented approximately 24% of total net
sales for the second quarter of fiscal 1997 compared to approximately 12% for
the second quarter of fiscal 1996. The average retail price per unit sold
increased approximately 8% in the second quarter of fiscal 1997 compared to the
second quarter of fiscal 1996, primarily attributable to a change in the mix of
products sold, including the addition of footwear, an increase in sales of pants
as a percentage of net sales and a decrease in T-shirt sales as a percentage of
net sales.
Gross Margin
Gross margin, after buying, distribution and occupancy costs, increased
to $15.8 million for the second quarter of fiscal 1997 from $10.8 million for
the second quarter of fiscal 1996, an increase of $5.0 million, or 46.3%. As a
percentage of net sales, gross margin increased to 32.7% from 31.2%. Of this
1.5% net increase, 1.5% was due to a decrease in occupancy costs as a percentage
of net sales which was related to higher comparable store net sales, and .5% was
due to an increase in net merchandise margins as a percentage of net sales for
the second quarter of fiscal 1997 compared to the second quarter of fiscal 1996.
Partially offsetting these decreases was an increase in buying and distribution
cost of .5% as a percentage of net sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $11.4 million
for the second quarter of fiscal 1997 from $8.4 million for the second quarter
of fiscal 1996, an increase of $3.0 million, or 35.7%. As a percentage of net
sales, these expenses decreased to 23.6% from 24.3%. Of this .7% net decrease as
a percentage of net sales, .8% 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, and .2% was due to a
decrease in store expansion/relocation and closing expenses as a percentage of
net sales. Partially offsetting these decreases was a .3% increase in general
and administrative expenses as a percentage of net sales compared to fiscal
1996.
Income Tax Expense
Income tax expense was $1.9 million for the second quarter of fiscal
1997 compared to $1.0 million for the second quarter of fiscal 1996. The
effective income tax rate for the second quarter of fiscal 1997 was 39.5 %
compared to 39.2% for the second quarter of fiscal 1996.
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The twenty-six weeks ended August 3, 1997 (first half) as compared to the
twenty-six weeks ended August 4 ,1996 (first half)
Net Sales
Net sales increased to $87.3 million for the first half of fiscal 1997
from $62.2 million for the first half of fiscal 1996, an increase of $25.1
million, or 40.4%. Of this $25.1 million increase, $10.8 million was
attributable to net sales generated by new stores opened in fiscal 1996 and not
yet included in the comparable store base, $8.8 million was attributable to a
15.5% increase in comparable store net sales in the first half of fiscal 1997,
$4.3 million was attributable to 21 new stores opened in fiscal 1997 and not yet
included in the comparable store base and $2.0 million was attributable to 13
stores that have been expanded or relocated to the larger format and are not yet
included in the comparable store base. Offsetting these increases was a $.8
million decrease due to closing six stores. 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. Net sales of footwear and juniors represented
approximately 22% of total net sales for the first half of fiscal 1997 compared
to approximately 9% for the first half of fiscal 1996. The average retail price
per unit sold increased approximately 9% in the first half of fiscal 1997
compared to the first half of fiscal 1996, primarily attributable to a change in
the mix of products sold, including the addition of footwear, an increase in
sales of pants as a percentage of net sales and a decrease in T-shirt sales as a
percentage of net sales.
Gross Margin
Gross margin, after buying, distribution and occupancy costs, increased
to $27.6 million for the first half of fiscal 1997 from $18.1 million for the
first half of fiscal 1996, an increase of $9.5 million, or 52.5%. As a
percentage of net sales, gross margin increased to 31.6% from 29.1%. Of this
2.5% net increase, 1.9% was due to a decrease in occupancy costs as a percentage
of net sales which was related to higher comparable store net sales. In
addition, net merchandise margins increased .7% as a percentage of net sales for
the first half of fiscal 1997 compared to the first half of fiscal 1996 due to
an increase in initial markup and a decrease in markdowns as a percentage of net
sales. Offsetting these improvements was an increase in buying and distribution
costs of .1% as a percentage of net sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $21.3 million
for the second quarter of fiscal 1997 from $16.0 million for the first half of
fiscal 1996, an increase of $5.3 million, or 33.1%. As a percentage of net
sales, these expenses decreased to 24.4% from 25.7%. This 1.3% decrease as a
percentage of net sales 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.
Income Tax Expense
Income tax expense was $2.6 million for the first half of fiscal 1997
compared to $.9 million for the first half of fiscal 1996. The effective income
tax rate for the first half of fiscal 1997 was 39.6% compared to 39.5% for the
first half of fiscal 1996.
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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,
expansion, or relocation of selected stores and financing of inventories.
Net cash provided by operating activities for the first half of fiscal
1997 was $1.3 million compared to $.9 million for the first half of fiscal 1996.
The $.4 million increase was primarily attributable to an increase in net income
of $2.7 million and net increases of other items of $.3 million, offset by an
increase in merchandise inventories net of accounts payable of $2.6 million.
Working capital at August 3, 1997 was $51.4 million compared to $21.7 million at
February 2, 1997, an increase of $29.7 million. This increase was primarily
attributable to the increase in cash and short term investments as a result of a
follow-on offering completed in the second quarter of fiscal 1997. Inventories
at August 3, 1997 were $31.6 million compared to $19.8 million at February 2,
1997, an increase of $11.8 million. This increase was primarily related to
opening 21 new stores and expanding/relocating six stores with 50% larger
average square footage than existing stores, the addition of juniors and
footwear to certain of the Company's existing stores as well as a seasonal
increase in inventories in all stores. The increase in accounts payable of $5.7
million at August 3, 1997 compared to February 2, 1997 was primarily
attributable to the increase in inventories at August 3, 1997.
Net cash used in investing activities was $28.7 million for the first
half of fiscal 1997 compared to $3.3 million for the first half of fiscal 1996.
Of this $25.4 million increase, $19.7 million is attributable to the purchase of
short-term investments in fiscal 1997. Net cash invested in property and
equipment for the first half of fiscal 1997 was $9.0 million compared to $3.3
million for the first half of fiscal 1996, due to an increase in the number of
new stores opened and, to a lesser extent, an increase in the number of stores
expanded/relocated in the first half of fiscal 1997 compared to the first half
of fiscal 1996.
Net cash provided by financing activities for the first half of fiscal
1997 was $30.4 million compared to $.3 million for the first half of fiscal
1996. In the second quarter of fiscal 1997, the company issued 871,500 shares of
common stock pursuant to a registered public stock offering. The net proceeds to
the Company from the issuance of these shares were $30.1 million. Additionally,
the Company made no borrowings or repayments under its loan agreement, compared
to the repayment of a term loan of $.8 million in the first half of fiscal 1996.
In the first half of fiscal 1997, the Company received proceeds of $.3 million
from the exercise of stock options compared to $1.1 million in the first half of
fiscal 1996. At August 3, 1997, the Company had $4.4 million in letters of
credit outstanding.
The Company plans to open approximately 31 stores, and expand or
relocate approximately 10 existing stores during the remainder of fiscal 1997.
The Company estimates that its capital expenditures during the remainder of
fiscal 1997 will approximate $7.0 million.
The Company purchased the store assets, leasehold improvements and
lease rights for 15 Good Vibrations stores for approximately $9.2 million in
cash and purchased inventories of approximately $1.3 million in cash at the
closing, which occurred on September 4, 1997. Of the $10.5 million purchase
price, $9.9 million was paid on the closing date and the balance of $.6 million
will be payable in two installments in October 1997 and March 1998.
The Company reviews the operating performance of its stores on an
ongoing basis to determine which stores, if any, to close and records closing
costs as stores are closed or identified to be closed. The Company closed three
stores in the first half of fiscal 1997 and anticipates closing no additional
stores during the remainder of fiscal 1997.
Management believes that the Company's working capital, bank line of
credit and cash flows from operating activities will be sufficient to meet the
Company's operating and capital expenditure requirements through the end of
fiscal 1998.
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.
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NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
No. 128") which is effective for financial statements issued for periods ending
after December 15, 1997. SFAS No. 128 requires the disclosure of basic and
diluted earnings per share. For the second quarter and first half ended August
3, 1997, the amount reported as net income per common and common equivalent
share is not materially different from that which would have been reported for
basic and diluted earnings per share in accordance with SFAS No. 128.
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 1996 and fiscal 1995,
excluding net sales generated by new and expanded/relocated 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 1996, excluding net sales generated by new and
expanded/relocated stores, approximately 43% of the Company's annual net sales
occurred in the first half of the fiscal year and 57% in the second half. 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, the timing and level of markdowns,
the timing of store closings, expansions and relocations, competitive factors
and general economic conditions.
SAFE HARBOR STATEMENT
The preceding "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section contains certain 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 herein may include
or relate to: (I) the planned opening of approximately 31 stores and expansion
or relocation of 10 stores during the remainder of fiscal 1997; (ii)
anticipation of closing no additional stores in fiscal 1997 and (iii)
sufficiency of the Company's working capital, bank line of credit and cash flows
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 locate and obtain favorable store sites, negotiate
acceptable lease terms, and hire and train employees; (ii) management's ability
to manage the Company's planned expansion; (iii) the availability of merchandise
from the Company's vendors and private brand sources; (iv) the effect of
economic conditions; and (v) the effect of competitive pressures from other
retailers, particularly including those in the recently introduced juniors and
footwear categories. Results actually achieved thus may differ materially from
expected results in these statements.
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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 1997 Annual Meeting of the Shareholders of the Company was held on May
22, 1997 (the "1997 Annual Meeting").
b) At the 1997 Annual Meeting , Greg H. Weaver, Pearson C. Cummin III, Peter L.
Harris, Julius Jensen III, and James B. McCurry were elected as Directors of the
Company for a one 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 authorized to be issued under the Plan by 200,000, (ii) amend the vesting
schedule for non-employee directors, (iii) permit the grant of certain types of
performance-based awards intended to meet the requirements of Section 162 (m) of
the Internal Revenue Code and (iv) respond to changes to Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended. 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
NAME FOR WITHHELD
---- --- --------
Election of Greg H. Weaver 5,624,114 534,247
Election of Pearson C. Cummin III 5,621,768 536,593
Election of Peter L. Harris 5,623,889 534,472
Election of Julius Jensen III 5,623,964 534,397
Election of James B. McCurry 5,177,492 980,869
With respect to the amendment to the 1992 Stock Award Plan, 4,078,902 were cast
for adoption of the amendment, 1,976,230 votes were cast against, 103,229 votes
abstained and there were no broker non-votes.
Item 5 - Other Information - Not Applicable
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
On June 18, 1997, the Company filed a Form 8- K which reported that
the Company had amended its bylaws as of June 18, 1997 to increase the number of
directors from five to six and had elected Sally Frame Kasaks to the board of
directors. Biographical information for Ms. Kasaks is included in the press
release issued by the Company on June 19, 1997, a copy of which was filed as
part of the Form 8-K.
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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: September 11, 1997 \s\ GREG H. WEAVER
--------------------------------------
Greg H. Weaver
Chief Executive Officer and Director
Date: September 11, 1997 \s\ CARL W. WOMACK
--------------------------------------
Carl W. Womack
Senior Vice President,
Chief Financial Officer and Secretary
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