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 APRIL 30, 2000
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.)
5200 EAST LA PALMA 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 May 18, 2000 was 31,655,728.
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 2000
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of April 30, 2000 (unaudited)
and January 30, 2000...............................................3
Consolidated Statements of Income and Comprehensive Income
(unaudited) for the thirteen weeks ended April 30, 2000 and
May 2, 1999........................................................4
Consolidated Statements of Cash Flows (unaudited) for the
thirteen weeks ended April 30, 2000 and May 2, 1999................5
Notes to Consolidated Financial Statements.........................6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................8-12
Item 3. Quantitative and Qualitative Disclosures About Market Risk............12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.....................................................13
Item 2. Changes in Securities and Use of Proceeds.............................13
Item 3. Defaults Upon Senior Securities.......................................13
Item 4. Submission of Matters to a Vote of Security Holders...................13
Item 5. Other Information.....................................................13
Item 6. Exhibits and Reports on Form 8-K......................................13
SIGNATURE PAGE........................................................14
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
APRIL 30, JANUARY 30,
2000 2000
----------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents (Note 2) $ 17,629,533 $ 32,416,794
Accounts receivable 5,272,770 2,178,105
Merchandise inventories 68,886,573 60,002,230
Prepaid expenses, includes $5,222,299 and $4,874,867 of prepaid rent,
respectively 7,088,089 7,043,428
Deferred taxes 2,541,765 2,541,765
------------- -------------
Total current assets 101,418,730 104,182,322
PROPERTY AND EQUIPMENT:
Leasehold improvements 71,657,011 66,998,372
Furniture, fixtures and equipment 70,404,377 63,992,331
------------- -------------
142,061,388 130,990,703
Less accumulated depreciation and amortization (41,235,798) (37,777,329)
------------- -------------
Net property and equipment 100,825,590 93,213,374
OTHER ASSETS:
Goodwill, net of accumulated amortization of $1,062,801 and $984,960,
respectively 7,036,964 7,114,805
Deferred compensation and other assets (Note 6) 4,868,852 4,831,038
------------- -------------
Total other assets 11,905,816 11,945,843
------------- -------------
Total assets $ 214,150,136 $ 209,341,539
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 17,331,439 $ 20,113,199
Accrued liabilities (Note 5) 12,355,066 13,874,533
Income taxes payable 1,512,641 2,844,051
------------- -------------
Total current liabilities 31,199,146 36,831,783
DEFERRED COMPENSATION 5,644,764 4,436,776
OTHER LONG-TERM LIABILITIES 28,316 28,316
DEFERRED RENT 6,116,683 5,831,988
DEFERRED TAXES 387,012 387,012
SHAREHOLDERS' EQUITY:
Preferred stock, par value $.01; authorized, 5,000,000; none issued
and outstanding
Common stock, par value $.01; authorized, 75,937,500 shares; issued and
outstanding, 31,652,190 and 31,462,751 shares, respectively 316,522 314,628
Additional paid-in capital 72,760,997 69,619,372
Retained earnings 97,696,696 91,891,664
------------- -------------
Total shareholders' equity 170,774,215 161,825,664
------------- -------------
Total liabilities and shareholders' equity $ 214,150,136 $ 209,341,539
============= =============
See accompanying notes
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
FOR THE THIRTEEN WEEKS ENDED
------------------------------
APRIL 30, 2000 MAY 2, 1999
-------------- -----------
Net sales $112,561,439 $ 81,442,910
Cost of goods sold, including buying,
distribution and occupancy costs 74,666,995 55,297,787
------------ ------------
Gross margin 37,894,444 26,145,123
Selling, general and administrative expenses 28,746,097 19,681,292
------------ ------------
Operating income 9,148,347 6,463,831
Interest income 337,685 112,238
------------ ------------
Income before income tax expense 9,486,032 6,576,069
Income tax expense (Note 4) 3,681,000 2,533,000
------------ ------------
Net income $ 5,805,032 $ 4,043,069
============ ============
Comprehensive income (Note 1) $ 5,805,032 $ 4,043,069
============ ============
Net income per share, basic (Note 3) $ 0.18 $ 0.13
------------ ------------
Net income per share, diluted (Note 3) $ 0.18 $ 0.13
------------ ------------
Weighted average shares outstanding, basic
(Note 3) 31,542,983 30,732,074
============ ============
Weighted average shares outstanding,
diluted (Note 3) 32,604,718 31,858,811
============ ============
See accompanying notes
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THIRTEEN WEEKS ENDED
---------------------------------
APRIL 30, 2000 MAY 2, 1999
-------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,805,032 $ 4,043,069
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 4,219,299 3,095,081
Change in:
Accounts receivable (3,094,665) (1,516,047)
Merchandise inventories (8,884,343) (3,974,992)
Prepaid expenses (44,661) (844,304)
Deferred compensation and other assets 1,447,827 (282,282)
Accounts payable (2,781,760) (564,580)
Accrued liabilities (1,519,467) (970,301)
Income taxes and deferred income taxes 569,603 2,472,982
Deferred rent 284,695 211,031
------------- -------------
Net cash (used) provided by operating activities (3,998,440) 1,669,657
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in property and equipment (11,741,172) (10,744,403)
------------- -------------
Net cash used in investing activities (11,741,172) (10,744,403)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 952,351 1,296,036
------------- -------------
Net cash provided by financing activities 952,351 1,296,036
------------- -------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS: (14,787,261) (7,778,710)
CASH AND CASH EQUIVALENTS, beginning of period 32,416,794 19,031,738
------------- -------------
CASH AND CASH EQUIVALENTS, end of period $ 17,629,533 $ 11,253,028
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ -- $ --
Income taxes $ 3,111,397 $ 60,018
- --------------------------------------------------------------------------------
Supplemental disclosures of non-cash transactions: During the three months ended
April 30, 2000 and May 2, 1999, the Company recorded an increase to additional
paid-in capital of $1,901,013 and $1,313,488, respectively, related to tax
benefits associated with the exercise of non-qualified stock options. In
addition, during the three months ended April 30, 2000 and May 2, 1999, the
Company recorded an increase to additional paid-in capital of $290,155 and
$290,354, respectively, related to the issuance of restricted stock to satisfy
certain deferred compensation liabilities.
See accompanying notes
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements are unaudited except
for the January 30, 2000 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 consolidated financial statements include the accounts of
Pacific Sunwear of California, Inc. and its wholly-owned subsidiaries (the
"Company"). All significant intercompany transactions have been eliminated in
consolidation.
The Company's fiscal year is the 52- or 53-week period which ends on the
Sunday closest to the end of January. "Fiscal 2000" is a 53-week period which
ends February 4, 2001.
In the opinion of management, all adjustments consisting only of normal
recurring entries necessary for a fair presentation have been included. The
preparation of the consolidated 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 consolidated financial statements and reported expenses during the reported
period. Actual results could differ from these estimates. The results of
operations for the first quarter ended April 30, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
February 4, 2001. For further information, refer to the financial statements and
notes thereto as of and for the years ended January 30, 2000, January 31, 1999
and February 1, 1998.
NOTE 2 - CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and marketable securities
with original maturities of three months or less.
NOTE 3 - NET INCOME PER SHARE, BASIC AND DILUTED
The following table summarizes the computation of EPS:
FIRST QUARTER ENDED: APRIL 30, 2000 MAY 2, 1999
----------------------------------- -----------------------------------
PER SHARE NET PER SHARE
NET INCOME SHARES AMOUNT INCOME SHARES AMOUNT
---------- ------ ------ ------ ------ ------
BASIC EPS:
$5,805,032 31,542,983 $0.18 $4,043,069 30,732,074 $0.13
DILUTED EPS:
Effect of dilutive stock options 1,061,735 1,126,737
$5,805,032 32,604,718 $0.18 $4,043,069 31,858,811 $0.13
Options to purchase 18,396 and 14,856 shares of common stock in the
first thirteen weeks of fiscal 2000 and the first thirteen weeks of fiscal 1999,
respectively, were not included in the computation of diluted earnings per
common share because the option exercise price was greater than the average
market price of the common stock.
Stock Split - On June 8, 1999, the Company effected a three-for-two
stock split. Earnings per share and share outstanding amounts have been restated
to give retroactive effect to the stock split in these financial statements.
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NOTE 4 - FEDERAL AND STATE INCOME TAX EXPENSE
The combined federal and state income tax expense was calculated using
estimated effective annual tax rates.
NOTE 5 - ACCRUED LIABILITIES
Accrued liabilities consist of the following:
APRIL 30, JANUARY 30,
2000 2000
----------- -----------
Compensation and benefits $ 3,749,835 $ 7,368,490
Sales tax payable 1,990,413 1,106,142
Gift certificates and store merchandise credits 1,264,783 1,882,692
Reserve for store expansion/relocation and closing costs 1,117,205 1,045,797
Accrued advertising 1,100,881 --
Other accrued liabilities 3,131,949 2,471,412
----------- -----------
$12,355,066 $13,874,533
=========== ===========
NOTE 6 - DEFERRED COMPENSATION AND OTHER ASSETS
Deferred compensation and other assets consist of the following:
APRIL 30, JANUARY 30,
2000 2000
---------- ----------
Deferred compensation $4,445,058 $4,505,058
Covenant not-to-compete 116,666 129,167
Security deposits 297,128 186,813
Other assets 10,000 10,000
---------- ----------
$4,868,852 $4,831,038
========== ==========
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF CONSOLIDATED OPERATIONS
RESULTS OF OPERATIONS
The thirteen weeks ended April 30, 2000 (first quarter) as compared to the
thirteen weeks ended May 2, 1999 (first quarter)
Net Sales
Net sales increased to $112.6 million for the first thirteen weeks of
fiscal 2000 from $81.4 million for the first thirteen weeks of fiscal 1999, an
increase of $31.2 million, or 38.3%. Of this $31.2 million increase, $19.6
million was attributable to net sales generated by 111 new stores opened in
fiscal 1999 not yet included in the comparable store base, $5.2 million was
attributable to a 7.0% increase in comparable store net sales in the first
thirteen weeks of fiscal 2000, $4.7 million was attributable to net sales
generated by 53 new stores opened in fiscal 2000 not yet included in the
comparable store base, and $2.0 million was attributable to other non-comparable
store sales. Offsetting these increases was a $.3 million decrease in net sales
attributable to the closing of three stores during fiscal 1999. Other
non-comparable store sales consist of sales from stores that have been expanded
or relocated and not yet included in the comparable store base as well as
merchandise sold over the internet. Stores are deemed comparable stores on the
first day of the first month following the one year anniversary of their opening
or expansion/relocation. Retail prices of the Company's merchandise remained
relatively unchanged in the first thirteen weeks of fiscal 2000 compared to the
first thirteen weeks of fiscal 1999 and had no significant impact on the net
sales increase for the first thirteen weeks of fiscal 2000.
Gross Margin
Gross margin, after buying, distribution and occupancy costs, increased
to $37.9 million for the first thirteen weeks of fiscal 2000 from $26.1 million
for the first thirteen weeks of fiscal 1999, an increase of $11.8 million, or
45.2%. As a percentage of net sales, gross margin was 33.7% for the first
thirteen weeks of fiscal 2000 compared to 32.1% for the first thirteen weeks of
fiscal 1999. Of this 1.6% increase, net merchandise margins increased 1.3% as a
percentage of net sales for the first thirteen weeks of fiscal 2000 compared to
the first thirteen weeks of fiscal 1999 and occupancy costs for the first
thirteen weeks of fiscal 2000 decreased .2% as a percentage of net sales
compared to the first thirteen weeks of fiscal 1999, which was related to higher
comparable store net sales. In addition distribution costs for the first
thirteen weeks of fiscal 2000 decreased .1% as a percentage of net sales
compared to the first thirteen weeks of fiscal 1999.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $28.7 million
for the first thirteen weeks of fiscal 2000 from $19.7 million for the first
thirteen weeks of fiscal 1999, an increase of $9.0 million, or 45.7%. As a
percentage of net sales, these expenses increased to 25.5% from 24.2%. All of
this 1.3% net increase as a percentage of net sales was due to an increase in
advertising as a percentage of net sales which was related to the Company's
first ever national television advertising campaign which commenced in February
2000. In addition, store payroll increased .4% as a percentage of net sales,
primarily due to 53 new store openings in the first thirteen weeks of fiscal
2000 compared to 29 new store openings in the first thirteen weeks of fiscal
1999. Offsetting the increase in store payroll was a decrease of .4% in general
and administrative expenses as a percentage of net sales primarily a result of
leveraging these expenses over higher total net sales.
Income Tax Expense
Income tax expense was $3.7 million for the first thirteen weeks of
fiscal 2000 compared to $2.5 million for the first thirteen weeks of fiscal
1999. The effective income tax rate was 38.8% for the first thirteen weeks of
fiscal 2000 as compared to 38.5% for the first thirteen weeks of fiscal 1999.
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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 used in operating activities for the first thirteen weeks of
fiscal 2000 was $4.0 million compared to $1.7 million in net cash provided by
operating activities for the first thirteen weeks of fiscal 1999. This $5.7
million decrease was attributable to an increase in inventories net of accounts
payable of $7.1 million, a decrease in accrued income taxes and deferred income
taxes of $1.9 million and an increase in accounts receivable of $1.6 million.
These were offset by an increase in net income of $1.8 million, an increase in
deferred compensation and other assets of $1.7 million, an increase in
depreciation and amortization of $1.1 million and net increases in other items
amounting to $.3 million. Working capital at April 30, 2000 was $70.2 million
compared to $67.4 million at January 30, 2000, an increase of $2.8 million.
Inventories at April 30, 2000 were $68.9 million compared to $60.0 million at
January 30, 2000, an increase of $8.9 million. This increase was primarily
related to opening 53 new stores and expanding/relocating twelve stores with in
excess of 50% larger average square footage than their previous locations. 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.
Net cash used in investing activities was $11.7 million for property and
equipment for the first thirteen weeks of fiscal 2000 compared to $10.7 million
for property and equipment for the first thirteen weeks of fiscal 1999. The
increase in property and equipment was primarily due to an increase in the
number of new stores opened in the first thirteen weeks of fiscal 2000 versus
the first thirteen weeks of fiscal 1999.
Net cash provided by financing activities, primarily proceeds received
from the exercise of stock options, for the first thirteen weeks of fiscal 2000
was $1.2 million compared to $1.3 million for the first thirteen weeks of fiscal
1999.
The Company has a credit facility with a bank, which expires in August
2001. The credit facility provides for a $35.0 million line of credit, which can
be used for cash advances, commercial letters of credit and shipside bonds.
Interest on cash advances under the line of credit facility is payable monthly
at the bank's prime rate (9.0% at April 30, 2000). At April 30, 2000, the
Company had $13.2 million in letters of credit 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 April 30, 2000, the Company was in compliance with all of its
covenants.
The Company plans to open approximately 82 new stores, of which 40 will
be PacSun stores, 13 will be PacSun Outlet stores and 29 will be d.e.m.o. stores
during the remainder of fiscal 2000. The Company also plans to expand or
relocate 23 existing smaller stores during the remainder of fiscal 2000. The
Company estimates that capital expenditures during the remainder of fiscal 2000
will be approximately $35 million.
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 did not close
any stores during the first thirteen weeks of fiscal 2000. The Company
anticipates closing three to five stores in fiscal 2000.
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 2000.
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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.
NEW ACCOUNTING PRONOUNCEMENTS
Accounting for Derivatives and Hedging Activities -- In June 1998, the
Financial Accounting Standards Board issued SFAS No. 133, "Accounting for
Derivatives and Hedging Activities." The provisions of SFAS No. 133 are
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000. The Company does not believe that the adoption of SFAS. No. 133 will have
a significant impact on the Company's consolidated financial statements.
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 1999 and fiscal 1998,
excluding sales generated by new and relocated/expanded stores, the Christmas
and back-to-school periods together accounted for approximately 33% and 34%,
respectively, of the Company's annual net sales and a higher percentage of the
Company's operating income. In fiscal 1999, excluding net sales generated by new
and relocated/expanded stores, approximately 45% of the Company's annual net
sales occurred in the first half of the fiscal year and 55% 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; 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This report on Form 10-Q contains "forward-looking statements" within
the meaning of Sections 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and the Company intends that such
forward-looking statements be subject to the safe harbors created thereby. The
Company is hereby providing cautionary statements identifying important factors
that could cause the Company's actual results to differ materially from those
projected in forward-looking statements of the Company herein. Any statements
that express, or involve discussions as to expectations, beliefs, plans,
objectives, assumptions, future events or performance (often, but not always
through the use of words or phrases such as "will result," "expects to," "will
continue," "anticipates," "plans," "intends," "estimated," "projects" and
"outlook") are not historical facts and may be forward-looking and, accordingly,
such statements involve estimates, assumptions and uncertainties which could
cause actual results to differ materially from those expressed in the
forward-looking statements. Such uncertainties include, among others, the
following factors:
FLUCTUATIONS IN COMPARABLE STORE NET SALES RESULTS. The Company's
comparable store net sales results have fluctuated significantly in the past, on
a monthly, quarterly and annual basis, and are expected to continue to fluctuate
in the future. A variety of factors affect the Company's comparable store net
sales results, including changes in fashion trends, changes in the Company's
merchandise mix, calendar shifts of holiday periods, actions by competitors,
weather conditions and general economic conditions. The Company's comparable
store net sales results for any particular fiscal month, fiscal quarter or
fiscal year in the future may decrease. As a result of these or other factors
the Company's future comparable store net sales results are likely to have a
significant effect on the market price of the Company's common stock.
MERCHANDISING/FASHION SENSITIVITY. The Company's success is largely
dependent upon its ability to gauge the fashion tastes of its customers and to
provide merchandise that satisfies customer demand in a timely manner. The
Company's failure to anticipate, identify or react appropriately in a timely
manner to changes in fashion trends could have a material adverse effect on the
Company's business, financial condition and results of operations. Misjudgements
or unanticipated fashion misjudgements could have a material adverse effect on
the Company's image with its customers.
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PRIVATE LABEL MERCHANDISE. Sales from private label merchandise
accounted for approximately 36% of net sales in fiscal 1999 and fiscal 1998. The
Company may increase the percentage of net sales in private label merchandise in
the future, although there can be no assurance that the Company will be able to
achieve increases in private label merchandise sales as a percentage of net
sales. Because the Company's private label merchandise generally carries higher
merchandise margins than its other merchandise, the Company's failure to
anticipate, identify and react in a timely manner to fashion trends with its
private label merchandise, particularly if the percentage of net sales derived
from private label merchandise increases, may have a material adverse affect on
the Company's business, financial condition and results of operations.
RISKS OF NEW SPECIALTY STORE CONCEPT NAMED "D.E.M.O.". The Company
opened the first d.e.m.o. store in April of fiscal 1998, and as of the end of
April 30, 2000 operated 51 d.e.m.o. stores. The operation of its d.e.m.o. stores
is subject to numerous risks, including unanticipated operating problems, lack
of experience, lack of customer acceptance, new vendor relationships and
competition from existing and new retailers. There can be no assurance that the
Company's d.e.m.o. stores will achieve sales and profitability levels that
justify the Company's investment in this new retail format. Expansion of the
d.e.m.o. format also involves other risks that could have a material adverse
effect on the Company, including (i) the diversion of management's attention
from the Company's core business, (ii) difficulties with the hiring, retention
and training of key personnel for the d.e.m.o. stores, (iii) risks associated
with new vendors and (iv) difficulties with locating and obtaining favorable
store sites and negotiating acceptable lease terms.
INTERNET SALES. The Company began selling merchandise over the internet
in June 1999. The internet operations involve, among other things, internet web
site design activities, investment in new systems, distribution center
enhancements, training of personnel and hiring of additional personnel to handle
new functions. The Company's internet operations are subject to numerous risks,
including unanticipated operating problems, reliance on third party computer
hardware and software providers, system failures and the need to invest in
additional computer systems, lack of experience in managing the new internet
business, lack of customer acceptance and lack of experience in the fulfillment
and shipping of individual orders to customers. There can be no assurance that
the internet operations will achieve sales and profitability levels that justify
the Company's investment therein. The internet operations also involve other
risks that could have a material adverse effect on the Company, including (i)
the diversion of management's attention from the Company's core business, (ii)
the failure to reach profitability within the foreseeable future, (iii)
difficulties with hiring, retention and training of key personnel to conduct the
Company's internet operations, (iv) diversion of sales from PacSun stores, (v)
rapid technological change, (vi) liability for online content and (vii) risks
related to the failure of the computer systems that operate the web site and its
related support systems, including computer viruses, telecommunication failures
and electronic break-ins and similar disruptions. In addition, the internet
operations involve risks which are beyond the Company's control that could have
a material adverse effect on the Company, including (i) price competition
involving the items the Company intends to sell, (ii) the entry of the Company's
vendors into the internet business, in direct competition with the Company,
(iii) the level of merchandise returns experienced by the Company, (iv)
governmental regulation, (v) online security breaches, (vi) credit card fraud,
(vii) general economic conditions and economic conditions specific to the
internet, online commerce and the apparel industry and (viii) competition from
other internet web sites that may have significantly more capital resources and
experience in internet sales than the Company.
EXPANSION AND MANAGEMENT OF GROWTH. PacSun's continued growth depends to
a significant degree on its ability to open and operate stores on a profitable
basis and on management's ability to manage the Company's planned expansion.
During the remainder of fiscal 2000, the Company plans to open approximately 82
new stores, of which 40 will be PacSun stores, 13 will be PacSun Outlet stores
and 29 will be d.e.m.o. stores. The Company also plans to expand or relocate 23
existing smaller stores. The Company's planned expansion is dependant upon a
number of factors, including the ability of the Company to locate and obtain
favorable store sites, negotiate acceptable lease terms, obtain adequate
merchandise supply and hire and train qualified management level and other
employees. Factors beyond the Company's control may also affect the Company's
ability to expand, including general economic and business conditions affecting
consumer spending. There can be no assurance that the Company will achieve its
planned expansion or that such expansion will be profitable. As the Company's
operations grow, there could be increasing strain on the Company's resources,
and the Company could experience difficulties relating to a variety of
operational matters, including hiring, training and managing an increasing
number of employees, having sufficient working capital, bank line of credit and
cash flow from operating activities for the Company's future operating and
capital requirements, obtaining sufficient quantities of merchandise from its
preferred vendors, obtaining sufficient materials and contract manufacturers to
produce its private brand products and enhancing its distribution, financial and
operating systems. There can be no assurance that the Company will be able to
manage its growth effectively. Any failure to manage growth could have a
material adverse effect on the Company's business, financial condition and
results of operations.
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RELIANCE ON KEY PERSONNEL. The continued success of the Company is
dependant to a significant degree upon the services of its key personnel,
particularly its executive officers. The loss of the services of any member of
senior management could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company's success
in the future will also be dependent upon the Company's ability to attract and
retain qualified personnel. The Company's inability to attract and retain
qualified personnel in the future could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Executive Officers of the Registrant."
DEPENDANCE ON SINGLE DISTRIBUTION FACILITY. The Company's distribution
functions for all of its stores are handled from a single facility in Anaheim,
California. In addition, the Company processes shipments related to sales of
merchandise over the internet from the same facility. Any significant
interruption in the operation of the distribution facility due to natural
disasters, accidents or system failures, would have a material adverse effect on
the Company's business, financial condition and results of operations.
VOLATILITY OF STOCK PRICE. The market price of the Company's common
stock has fluctuated substantially in the past and there can be no assurance
that the market price of the common stock will not continue to fluctuate
significantly. Future announcements or management discussions concerning the
Company or its competitors, internet sales results, d.e.m.o. sales and
profitability results, quarterly variations in operating results or comparable
store net sales, changes in earnings estimates by analysts or changes in
accounting policies, among other factors, could cause the market price of the
common stock to fluctuate substantially. For example, in May 2000 the Company's
stock price decreased dramatically after it was reported that the Company's
comparable store net sales for the month of April 2000 were below consensus
analyst estimates. In addition, stock markets have experienced extreme price and
volume volatility in recent years. This volatility has had a substantial effect
on the market prices of securities of many small public companies for reason
frequently unrelated to the operating performance of the specific companies. See
Item 5. "Market for Registrant's Common Equity and Related Stockholder Matters."
The Company cautions that the risk factors described above could cause
actual results or outcomes to differ materially from those expressed in any
forward-looking statements of the Company made by or on behalf of the Company.
Further, management cannot assess the impact of each such factor on the
Company's business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any
forward-looking statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk related to changes in interest
rates. A discussion of the Company's accounting policies for financial
instruments and further disclosures relating to financial instruments is
included in the Summary of Significant Accounting Policies and Nature of
Business in the Notes to Consolidated Financial Statements in the Company's Form
10-K for the year ended January 30, 2000. The Company monitors the risks
associated with interest rates and financial instrument positions.
12
13
PART II-OTHER INFORMATION
Item 1 - Legal Proceedings - Not Applicable
Item 2 - Changes in Securities and Use of Proceeds - 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:
(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.
14
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: May 19, 2000 \s\ GREG H. WEAVER
--------------------------------------
Greg H. Weaver
Chairman of the Board
and Chief Executive Officer
Date: May 19, 2000 \s\ CARL W. WOMACK
--------------------------------------
Carl W. Womack
Senior Vice President, Chief
Financial Officer and Secretary
15
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(27) Financial Data Schedule