0000874841-16-000136.txt : 20160602 0000874841-16-000136.hdr.sgml : 20160602 20160602161319 ACCESSION NUMBER: 0000874841-16-000136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160531 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160602 DATE AS OF CHANGE: 20160602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC SUNWEAR OF CALIFORNIA INC CENTRAL INDEX KEY: 0000874841 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 953759463 STATE OF INCORPORATION: CA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-21296 FILM NUMBER: 161692611 BUSINESS ADDRESS: STREET 1: 3450 EAST MIRALOMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92806 BUSINESS PHONE: 714-414-4000 MAIL ADDRESS: STREET 1: 3450 EAST MIRALOMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92806 8-K 1 form8-kaprilmor.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 31, 2016
 
 
PACIFIC SUNWEAR OF CALIFORNIA, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
California
 
0-21296
 
95-3759463
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3450 East Miraloma Avenue
Anaheim, CA
 
92806-2101
(Address of principal executive offices)
 
(Zip Code)
(714) 414-4000
Registrant’s telephone number, including area code
 
 
Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)
o
Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))
o
Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 31, 2016, Craig Gosselin resigned as Senior Vice President, General Counsel and Human Resources of Pacific Sunwear of California, Inc. (the "Company") to pursue another opportunity. Mr. Gosselin's resignation is effective as of the end of June 2016. Since Mr. Gosselin's resignation was voluntary, he will not be entitled to receive severance benefits from the Company.
Item 7.01
Regulation FD Disclosure
As previously disclosed in a Current Report on Form 8-K filed by the Company on April 8, 2016, the Company and its two subsidiaries (collectively with the Company, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). The Chapter 11 cases are being administered under the caption "In re Pacific Sunwear of California, Inc., et al.", Case Nos. 16-10881, 16-10882 and 16-10883 (the "Chapter 11 Cases").
On May 31, 2016, the Debtors filed their monthly operating report for the period of April 3, 2016 through April 30, 2016 (the "April Monthly Operating Report") with the Bankruptcy Court. The April Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein be reference.
Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court, can be accessed at pacsun.com, cases.primeclerk.com/pacsun (the court-appointed claims agent site), or www.deb.uscourts.gov, the official Bankruptcy Court website.
The information in Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Cautionary Statement Regarding April Monthly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the April Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The April Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases and is in a format acceptable to the U.S. Trustee. The forecasts contained in the April Monthly Operating Report reflect estimates and assumptions made by management of the Company with respect to cash receipts and disbursements, as well as numerous other factors. These factors are difficult to predict accurately and in many cases are outside of the Company’s control. Consequently, it is likely that actual results will differ from those reflected in the April Monthly Operating Report and such differences may be significant. The Company has not made and does not make any representation to any person regarding the Company’s future results. Furthermore, the Company is not required to publicly update the April Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the April Monthly Operating Report is based are erroneous. The April Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the April Monthly Operating Report is complete. The April Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the April Monthly Operating Report should not be viewed as indicative of future results.
Cautionary Statement Regarding Forward-Looking Statements
This Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. We are providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in the forward-looking statements contained herein. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events or performance (often, but not always identifiable by the use of the 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 these forward-looking statements. All forward-looking statements included in this Report are based on information available to us as of the date hereof, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, but are not limited to: those described under the “Risk Factors” section and elsewhere in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2015 and September 10, 2015, most recent Annual Report on Form 10-K filed with the SEC on March 26, 2015, as well as in other past filings with the SEC; and risks and uncertainties relating to the bankruptcy filing by the Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, (ii) the ability of the Company and its subsidiaries to consummate the transactions contemplated by the Restructuring Support Agreement with respect to the Chapter 11 Cases, (iii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the cases in general, (v) the length of time the Company will operate under the Chapter 11 Cases, (vi) risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate the transactions contemplated by the Restructuring Support Agreement, (vii) the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations, (viii) the ability to operate the Company’s business and consummate the transactions contemplated by the Restructuring Support Agreement, (ix) the transactions contemplated by the DIP Credit Agreement, and the Restructuring Support Agreement being subject to closing conditions, which conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; (x) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties, (xi) the Company’s ability to maintain contracts, trade credit and other customer and/or vendor relationships that are essential to the Company’s operations, and (xii) the Company’s ability to retain key executives and employees. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur after such statements are made.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
The Exhibit Index appearing after the signature page to this Current Report on Form 8-K is incorporated herein by reference.





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 hereunto duly authorized.
Dated: June 2, 2016
 
PACIFIC SUNWEAR OF CALIFORNIA, INC.
 
 
 
/s/ CRAIG E. GOSSELIN
 
Craig E. Gosselin
Senior Vice President, General Counsel and Human Resources






EXHIBIT INDEX
EXHIBIT NUMBER
 
DESCRIPTION
 
 
 
99.1
 
April Monthly Operating Report



EX-99.1 2 exhibit991aprilmor.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re Pacific Sunwear of California, Inc., et al
 
 
 
Case No. 16-10882
 
 
Reporting Period: 4/3/2016 to 4/30/2016
 
 
 
 
 
MONTHLY OPERATING REPORT
File with Court and submit copy to United States Trustee within 20 days after end of month
 
 
 
 
 
Submit copy of report to any official committee appointed in the case.
 
 
 
 
 
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Affidavit/Supplement Attached
Schedule of Cash Receipts and Disbursements
MOR-1
Yes
 
 
Schedule of Bank Accounts with Book Balances
MOR-1a
Yes
 
 
Bank Reconciliation (or copies of debtor's bank reconciliations)
MOR-1b
No
Yes
MOR-1b Declaration
Schedule of Professional Fees Paid
MOR-1c
Yes
 
 
Copies of bank statements
 
No
Yes
MOR-1b Declaration
Cash disbursements journals
 
No
Yes
MOR-1b Declaration
Statement of Operations
MOR-2
Yes
 
 
Balance Sheet
MOR-3
Yes
 
 
Status of Post petition Taxes
MOR-4
Yes
 
 
Copies of IRS Form 6123 or payment receipt
 
No
Yes
Available upon request
Copies of tax returns filed during reporting period
 
No
Yes
Available upon request
Summary of Unpaid Post petition Debts
MOR-4
Yes
 
 
Listing of aged accounts payable
MOR-4
Yes
 
 
Debtor Questionnaire
MOR-5
Yes
 
 
 
 
 
 
 
Global Notes:
 
 
 
 
This Monthly Operating Report ("MOR") has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in these bankruptcy cases. The financial information contained herein is unaudited, limited in scope and as discussed below, not prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").
The results of operations contained herein are not necessarily indicative of the results which may be expected from any other period or for the full year and may not necessarily reflect the results of operations, financial position and schedule of receipts and disbursements in the future. The amounts in MOR 3 currently classified as liabilities subject to compromise may be subject to future change as the Debtors complete their analysis of pre and post-petition liabilities. The Debtors caution readers not to place undue reliance on the MOR. There can be no assurance that such information is complete and the MOR may be subject to revision.
Notes:
 
 
 
 
The Debtors filed bankruptcy on Thursday, April 7, 2016. The reporting period used for the monthly operating report covers the April fiscal month from April 3 - 30, 2016.
 
 
 
 
 
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
 
 
 
 
 
/s/ Ernie Sibal
 
5/27/2016
 
Signature of Debtor
 
Date
 
 
 
 
 
 
 
/s/ Ernie Sibal
 
5/27/2016
 
Signature of Joint Debtor
 
Date
 
 
 
 
 
 
 
/s/ Ernie Sibal
 
5/27/2016
 
Signature of Authorized Individual*
 
Date
 
 
 
 
 
 
 
Ernie Sibal
 
CFO
 
Printed Name of Authorized Individual
 
Title of Authorized Individual
 
 
 
 
 
*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.



Exhibit 99.1

In re Pacific Sunwear of California, Inc., et al
 
 
Case No. 16-10882

 
 
Reporting Period: 4/3/2016 to 4/30/2016
 
 
 
 
 
 
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD APRIL 3 TO APRIL 30, 2016
 
 
 
 
 
 
 
 
MOR-1
 
 
 
 
($ in thousands)
Pacific Sunwear of California, Inc.
Pacific Sunwear Stores Corp
Miraloma Borrower Corporation [1]
Consolidated
 
 
 
 
 
Cash Receipts [2]
$
3,449

$
47,956

$

$
51,404

 
 
 
 
 
Cash Disbursements
 
 
 
 
Merchandise Vendor Payments
(9,958
)


(9,958
)
Payroll, Payroll Taxes, and Benefits
(3,874
)
(6,785
)

(10,659
)
Rent & Occupancy




Sales Tax Remittance
(308
)
(3,175
)

(3,483
)
Other Disbursements
(6,503
)
(1,715
)

(8,218
)
Total Disbursements [2]
$
(20,643
)
$
(11,675
)
$

$
(32,318
)
 
 
 
 
 
Net Operating Cash Flow
$
(17,194
)
$
36,281

$

$
19,086

 
 
 
 
 
Net Cash Flow
$
(17,194
)
$
36,281

$

$
19,086

 
 
 
 
 
Disbursements for calculating US Trustee Quarterly Fees:
 
 
 
Total Disbursements
$
20,643

$
11,675

$

$
32,318

 
 
 
 
 
[1] Miraloma Borrower Corporation does not maintain bank accounts and therefore, does not have disbursements to report during the period.
[2] Disbursement amounts include all payments clearing the bank during the period. Intercompany transfers and net DIP loan activity are not included.




Exhibit 99.1

In re Pacific Sunwear of California, Inc., et al
 
Case No. 16-10882
 
 
 
Reporting Period: 4/3/2016 to 4/30/2016
 
 
 
 
 
 
MOR-1a - Schedule of Bank Accounts with Book Balances
 
 
 
 
 
 
 
Bank Account
Pacific Sunwear of California, Inc.
Pacific Sunwear Stores Corp
Miraloma Borrower Corporation
Consolidated
104000 CASH ON HAND
$
2,519

$
416,481


$
419,000

100000 CASH - HELD CHECK ACCRUAL




100002 CC DEP - AMEX

131,452


131,452

100003 CC DEP - VISA/MC

5,130,489


5,130,489

100004 CC DEP - DISCOVER

131,848


131,848

100005 CC DEP - PSUN CC

88,781


88,781

100006 CC DEP - AMEX - E4X

56,470


56,470

100052 GENERAL CASH ACCT - B OF A
3,678



3,678

100053 PAYROLL - PARENT B OF A
664



664

100054 PAYROLL - STORES B OF A

1,332


1,332

100056 FUNDING - CITI NON-CA CIGNA




100057 PAYROLL - 401K B OF A
7,359,373

(7,359,373
)


100070 DISBURSE - STORES - WELLS FARG
0

(656,497
)

(656,497
)
100071 DISBURSE - PARENT - WELLS FARG
(670,457
)


(670,457
)
100072 GENERAL CASH ACCT - WELLS FARG
599,520



599,520

100075 UTILITY DEPOSIT - WELLS FARGO

441,372


441,372

101000 DEP - AMAZON TENDER




101000 DEP - AMERICAN SAVINGS BANK

30,959


30,959

101000 DEP - BANCO POPULAR 2

60,260


60,260

101000 DEP - CITIZENS BANK

67,773


67,773

101000 DEP - ECOM B OF A

11,731


11,731

101000 DEP - ECOM B OF A (PAYPAL)

23,209


23,209

101000 DEP - JP MORGAN CHASE

224,353


224,353

101000 DEP - KEY BANK OF NEW YORK

38,156


38,156

101000 DEP - M&T BANK

25,933


25,933

101000 DEP - PNC BANK

119,519


119,519

101000 DEP - PNC RCC

5,623


5,623

101000 DEP - QUEENSTOWN BANK

1,944


1,944

101000 DEP - REGIONS

89,966


89,966

101000 DEP - US BANK

104,183


104,183

101000 DEP - WELLS FARGO BANK - CC

50,671


50,671

101000 DEP - WELLS FARGO BANK - STORE

923,763


923,763

101000 DEPOSITORY CLEARING




101001 ACH PAYMENTS - UTILITIES

223,984


223,984

101400 CC CLEARING - PLCC




101401 CC CLEARING - AMEX




101402 CC CLEARING - VISA/MC




101403 CC CLEARING - DISCOVER




101404 CC CLEARING - PAYPAL




101405 CC CLEARING - AMEX - E4X




103000 CD - MANUFACTURERS BANK UTIL

11,799


11,799

103001 CD - WELLS FARGO NEV TAX

10,019


10,019

 
$
7,295,298

$
406,200

$

$
7,701,497




Exhibit 99.1

In re Pacific Sunwear of California, Inc., et al
 
 
 
Case No. 16-10882
 
 
 
 
 
 
Reporting Period: 4/3/2016 to 4/30/2016
 
 
 
 
 
 
 
 
 
 
MOR-1b - Declaration Regarding the Status of Bank Reconciliations of the Debtors
 
 
 
 
 
 
 
 
 
 
 
 
Ernie Sibal hereby declares under penalty of perjury:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
I am the Chief Financial Officer for Pacific Sunwear of California, Inc. et al., the above-captioned debtors and debtors in possession (collectively, the "Debtors"). I am familiar with the debtors day-to-day operations, business affairs and books and records.
 
 
 
 
 
 
 
 
 
 
2
All statements in the Declaration are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors' operations and financial condition. If I were called upon to testify, I could and would testify to each of these facts set forth herein based on such personal knowledge, review of documents or opinion. I am authorized to submit this Declaration on behalf of the Debtors.
 
 
 
 
 
 
 
 
 
 
3
To the best of my knowledge, all of the Debtors' bank balances as of April 30, 2016 have been reconciled in an accurate and timely manner.
 
 
 
 
 
 
 
 
 
 
Dated:
5/27/2016
 
 
 
Respectfully submitted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Ernie Sibal
 
 
 
 
 
 
 
 
By: Ernie Sibal
 
 
 
 
 
 
 
 
Title: Chief Financial Officer
 
 





Exhibit 99.1

In re Pacific Sunwear of California, Inc., et al
 
 
 
 
Case No. 16-10882
 
 
 
 
 
Reporting Period: 4/3/2016 to 4/30/2016
MOR - 1c
 
 
 
 
 
 
 
 
 
 
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID
 
This schedule is to include all retained professional payments from case inception to current month
 
 
 
 
 
 
 
 
 
 
Payee
Period Covered
Amount Approved
 
Check
Amount Paid
Year-To-Date
Payor
Number
Date
Fees
Expenses
Fees
Expenses
None paid from case inception to current month.
 
 
 
 
 
 
 





Exhibit 99.1

Pacific Sunwear of California, Inc. et al
 
 
 
Consolidating Statement of Operations [1]
 
 
 
Period April 3 - April 30, 2016
 
 
 
 
MOR-2
 
 
 
 
 
$ in thousands
Pacific Sunwear of California, Inc.
Pacific Sunwear Stores Corp
Miraloma Borrower Corporation
Eliminations
 Consolidated
Net Sales
$
18,481

$
45,695

$

$
(18,481
)
$
45,695

Cost of Goods Sold
(16,805
)
(26,597
)

19,181

(24,221
)
Gross Margin
1,676

19,098


700

21,475

Expenses:
 
 
 
 
 
Operating Expenses [2]
6,573

24,759

(106
)

31,225

Derivative Liab (Gain) Loss
(481
)
0



(481
)
Net Interest (Income) Expense
1,642

300

83


2,026

Income Tax Provision (Benefit)

167



167

Total Expenses
7,734

25,226

(24
)

32,936

Net Income Prior to Reorganization Items
(6,058
)
(6,128
)
24

700

(11,462
)
Reorganization Items
(2,339
)



(2,339
)
Net Income After Reorganization Items
(8,397
)
$
(6,128
)
$
24

$
700

$
(13,801
)
 
 
 
 
 
 
Notes:
 
 
 
 
 
[1] The unaudited financial statements have been derived from the books and records of the Debtors. The information furnished in this report includes primarily normal recurring adjustments, but may not include all of the adjustments that would typically be made for the quarterly and annual financial statements in accordance with US GAAP. Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of their quarterly and annual financial information in accordance with US GAAP. Accordingly, upon the application of such procedures, the financial information may be subject to change and that these changes could be material.
[2] Operating expenses include direct store expenses and selling, general, and administrative expenses.





Exhibit 99.1

Pacific Sunwear of California, Inc. et al
 
 
 
 
Consolidating Balance Sheet
 
 
 
 
As of April 30, 2016
 
 
 
 
 
MOR-3
 
 
 
 
 
$ in thousands
Pacific Sunwear of California, Inc.
Pacific Sunwear Stores Corp
Miraloma Borrower Corporation
Eliminations
 Consolidated
Assets
 
 
 
 
 
Cash and cash equivalents
$
7,295

$
406

$

$

$
7,701

Other current assets
3,225

4,586



7,811

Intercompany Inventory
(78,877
)
59,192


19,685


Inventories
90,256

34,495


(27,183
)
97,569

Prepaid expenses
8,728

5,517

201


14,446

Property and equipment, net
2,974

62,587

19,011


84,572

Intangible assets, net
9,889

923



10,812

Other assets
56,687

23,747

162

(56,539
)
24,057

Deferred income taxes
3,344




3,344

Intercompany Asset
(94,731
)
112,092

(3,539
)
(13,822
)

Total Assets
$
8,790

$
303,545

$
15,835

$
(77,858
)
$
250,312

Liabilities
 
 
 
 
 
Not Subject to Compromise
 
 
 
 
 
Accounts payable (post-petition)
$
18,146

$
773

$

$

$
18,919

Other current liabilities [1]
15,212

27,682



42,894

Current portion of long-term debt

251

326


577

DIP Loan
16,639




16,639

Other liabilities
21

23,314



23,335

Long-term debt

11,640

15,030


26,670

Intercompany Liability
(175,000
)
187,793

1,028

(13,822
)

Subject to Compromise
 
 
 
 
 
Accounts payable (prepetition)
25,839

20,518



46,357

Other current liabilities
1,473

79



1,552

Current portion of long-term debt
78,132




78,132

Other liabilities
1,948




1,948

Deferred rent

14,150



14,150

Deferred lease incentives

12,939



12,939

Total Liabilities
$
(17,591
)
$
299,140

$
16,384

$
(13,822
)
$
284,111

Equity
 
 
 
 
 
Common stock
$
704

$

$

$

$
704

Preferred stock





Additional paid-in capital
27,292

56,539

0

(56,539
)
27,292

Current year Net Income
(18,523
)
(20,034
)
43

19,685

(18,828
)
Retained Earnings
16,908

(32,100
)
(592
)
(27,183
)
(42,968
)
Total Equity
$
26,382

$
4,405

$
(549
)
$
(64,037
)
$
(33,799
)
Total Liabilities and Equity
$
8,790

$
303,545

$
15,835

$
(77,858
)
$
250,312

 
 
 
 
 
 
[1] Other current liabilities not subject to compromise may include prepetition accruals for which invoices have not been received.




Exhibit 99.1

In re Pacific Sunwear of California, Inc., et al
 
 
Case No. 16-10882
 
 
 
Reporting Period: 4/3/2016 to 4/30/2016
 
 
 
 
 
 
STATUS OF POSTPETITION TAXES
MOR - 4
 
 
 
 
The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.
 
 
 
 
 
$ in thousands
Beginning Tax Liability
Amount Withheld or Accrued
Amount Paid
Ending Tax Liability
Federal
 
 
 
 
Withholding
$

$
994

$
994

$

FICA-Employee

640

640


FICA-Employer

638

638


Unemployment

17

17


Income




   Total Federal Taxes
$

$
2,288

$
2,288

$

State and Local
 
 
 
 
Withholding - State
$

$
278

$
278

$

Withholding - Local

9

9


Sales

3,973

566

3,407

Unemployment

32

32


Real Property [1]
 
 
 
 
Personal Property

75

75


Gross Receipts Taxes/Business Licenses

17

17


   Total State and Local
$

$
4,384

$
976

$
3,407

Total Taxes
$

$
6,672

$
3,265

$
3,407

 
 
 
 
 
[1] Real property taxes are paid through mortgage payments, and as such, are not included on this schedule.
 
 
 
 
 
SUMMARY OF UNPAID POSTPETITION DEBTS [2]
 
 
 
 
 
$ in thousands
 
Number of Days Past Due
 
 
 
Current
0-30
31-60
Total
Accounts Payable [3]
$
18,919

 
 
$
18,919

Taxes Payable
3,407

 
 
3,407

Total Post petition Debts
$
22,326

$

$

$
22,326

 
 
 
 
 
[2] The Debtor is in the process of actively reviewing accounts payable and liabilities; therefore, these figures may be subject to change.
[3] Accounts Payable excludes other accrued liabilities which include accruals for wages, benefits, royalties, freight, taxes, capital leases, insurance and other expenses that may not be payable as of the filing of this report. Other accrued liabilities may also include prepetition accruals for which invoices have not been received.
 
 
 
 
 
Explain how and when the Debtor intends to pay any past-due post petition debts.
 
N/A
 
 
 
 






Exhibit 99.1

In re Pacific Sunwear of California, Inc., et al
Case No. 16-10882
Reporting Period: 4/3/2016 to 4/30/2016
 
 
 
 
 
 
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING [1]
 
 
 
 
 
 
Accounts Receivable Reconciliation
Amount
d
Total Accounts Receivable at the beginning of the reporting period
N/A
 
+ Amounts billed during the period
N/A
 
- Amounts collected during the period
N/A
 
Total Accounts Receivable at the end of the reporting period
N/A
 
 
 
 
Accounts Receivable Aging
Amount
 
0 - 30 days old
N/A
 
31 - 60 days old
N/A
 
61 - 90 days old
N/A
 
91+ days old
N/A
 
Total Accounts Receivable
N/A
 
Amount considered uncollectible (Bad Debt)
N/A
 
Accounts Receivable (Net)
N/A
 
 
 
 
[1] Debtors' customer sales are collected at the time of transaction in the form of cash or credit card payments; therefore the Debtors do not carry significant trade payables balances. Certain other accounts receivable for rebates, holdbacks, vendor overpayments and credits, excess merchandise sold to third party resellers, and other non-trade receivables are included in the other current assets line item on the balance sheet.
 
 
 
DEBTOR QUESTIONNAIRE
 
 
 
Must be completed each month
Yes
No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.
 
X
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.
 
X
3. Have all post petition tax returns been timely filed? If no, provide an explanation below.
X
 
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.
X
 
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.
Note 2
 
 
 
 
[2] Pursuant to the First Day Utility Order, the Debtors opened an adequate assurance account with Wells Fargo and funded $441K on 4/19/16.