Pacific Sunwear of California, Inc. Form 10-Q

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.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

The number of shares outstanding of the registrant’s Common Stock, par value $.01 per share, at December 3, 2003, was 78,269,460.


			Page(s)
PART I	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of November 1, 2003 and February 1, 2003	3
		Condensed Consolidated Statements of Income and Comprehensive Income for the third quarter and nine months ended November 1, 2003 and November 2, 2002	4
		Condensed Consolidated Statements of Cash Flows for the nine months ended November 1, 2003 and November 2, 2002.	5
		Notes to Condensed Consolidated Financial Statements	6-13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14-23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4	Controls and Procedures		23-24

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		24
Item 2.	Changes in Securities and Use of Proceeds		24
Item 3.	Defaults Upon Senior Securities		24
Item 4.	Submission of Matters to a Vote of Security Holders		24
Item 5.	Other Information		24
Item 6.	Exhibits and Reports on Form 8-K		24

	SIGNATURE PAGE		25

PACIFIC SUNWEAR OF CALIFORNIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share amounts)


					November 1,			February 1,
					2003			2003

CURRENT ASSETS:
	Cash and cash equivalents				$	83,495		$	36,438
	Short-term investments					10,410			—
	Accounts receivable					3,888			2,916
	Merchandise inventories					169,184			123,433
	Prepaid expenses, includes $10,242 and $9,664 of prepaid rent, respectively					16,532			14,871
	Deferred tax asset					4,975			4,975

		Total current assets				288,484			182,633
PROPERTY AND EQUIPMENT:
	Land					12,156			12,156
	Buildings and building improvements					26,681			26,680
	Leasehold improvements					117,105			111,431
	Furniture, fixtures and equipment					167,283			148,377

		Total property and equipment				323,225			298,644
	Less accumulated depreciation and amortization					(119,462	)		(97,131	)

		Net property and equipment				203,763			201,513
OTHER ASSETS:
	Goodwill					6,492			6,492
	Deferred compensation and other assets					10,310			9,105

		Total other assets				16,802			15,597

				Total assets	$	509,049		$	399,743

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable				$	37,564		$	28,456
	Accrued liabilities					41,278			34,522
	Income taxes payable					7,450			8,000
	Current portion of long-term debt					864			829
	Current portion of capital lease obligations					1,088			1,521

		Total current liabilities				88,244			73,328
LONG-TERM LIABILITIES:
	Long-term debt					453			1,102
	Long-term capital lease obligations					1,483			2,236
	Deferred compensation (Note 8)					14,261			7,097
	Deferred rent					11,808			10,574
	Deferred tax liability					3,015			3,015

		Total long-term liabilities				31,020			24,024
Commitments and contingencies (Note 7)
SHAREHOLDERS’ EQUITY:
	Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued and outstanding					—			—
	Common stock, $.01 par value; 170,859,375 shares authorized; 78,018,331 and 74,233,146 shares issued and outstanding, respectively					780			742
	Additional paid-in capital					134,250			92,761
	Retained earnings					254,755			208,888

		Total shareholders’ equity				389,785			302,391

			Total liabilities and shareholders’ equity		$	509,049		$	399,743

PACIFIC SUNWEAR OF CALIFORNIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited)
(in thousands, except share and per share amounts)


	For the Third Quarter Ended					For the Nine Months Ended

	November 1, 2003		November 2, 2002			November 1, 2003		November 2, 2002

Net sales	$	281,253	$	228,239		$	713,976	$	580,803
Cost of goods sold, including buying, distribution and occupancy costs		180,636		149,324			469,671		392,116

Gross margin		100,617		78,915			244,305		188,687
Selling, general and administrative expenses		61,358		52,959			170,499		145,126

Operating income		39,259		25,956			73,806		43,561
Interest income/(expense), net		213		(140	)		342		(593	)

Income before income tax expense		39,472		25,816			74,148		42,968
Income tax expense		14,963		9,914			28,281		16,500

Net income	$	24,509	$	15,902		$	45,867	$	26,468

Comprehensive income	$	24,509	$	15,902		$	45,867	$	26,468

Net income per share, basic (Note 2)	$	0.32	$	0.22		$	0.60	$	0.36

Net income per share, diluted (Note 2)	$	0.31	$	0.21		$	0.59	$	0.35

Weighted average shares outstanding, basic (Note 2)		77,685,516		73,955,606			76,031,944		73,879,124

Weighted average shares outstanding, diluted (Note 2)		79,876,426		74,923,747			78,322,218		74,947,662

PACIFIC SUNWEAR OF CALIFORNIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)


					For the Nine Months Ended

					November 1, 2003			November 2, 2002

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income					$	45,867		$	26,468
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization					26,939			24,903
	Loss on disposal of equipment					1,492			3,125
	Change in operating assets and liabilities:
		Accounts receivable				(972	)		625
		Merchandise inventories				(45,751	)		(47,515	)
		Prepaid expenses				(1,661	)		(1,682	)
		Deferred compensation and other assets				5,959			615
		Accounts payable				9,108			3,032
		Accrued liabilities				6,756			9,902
		Income taxes and deferred taxes				13,899			1,447
		Deferred rent				1,234			1,365

				Net cash provided by operating activities		62,870			22,285
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of short-term investments					(10,410	)		—
	Investment in property and equipment					(30,681	)		(30,127	)

			Net cash used in investing activities			(41,091	)		(30,127	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from exercise of stock options					27,111			1,609
	Net borrowings under credit facility					—			9,000
	Principal payments under capital lease obligations					(1,186	)		(623	)
	Principal payments under long-term debt obligations					(614	)		(25,280	)
	Cash paid in-lieu of fractional shares due to 3-for-2 stock split					(33	)		—

				Net cash provided by/(used in) financing activities		25,278			(15,294	)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS:						47,057			(23,136	)
CASH AND CASH EQUIVALENTS, beginning of period						36,438			23,136

CASH AND CASH EQUIVALENTS, end of period					$	83,495		$	—

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
	Interest				$	185		$	836
	Income taxes				$	14,382		$	15,053

Supplemental disclosures of non-cash transactions (in thousands): During the nine months ended November 1, 2003 and November 2, 2002, the Company recorded an increase to additional paid-in capital of $14,449 and $694, respectively, related to tax benefits associated with the exercise of non-qualified stock options. Also, during the nine months ended November 2, 2002, the Company recorded an increase to additional paid-in capital of $291 related to the issuance of restricted stock to satisfy certain deferred compensation liabilities. In addition, during the nine months ended November 2, 2002, the Company purchased a prepaid three-year computer maintenance agreement under a long-term debt obligation for $2,413.

PACIFIC SUNWEAR OF CALIFORNIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, all amounts in thousands except share and per share amounts, unless otherwise indicated)

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 GAAP for complete financial statements. The condensed consolidated financial statements include the accounts of Pacific Sunwear of California, Inc. and its wholly owned subsidiaries, Pacific Sunwear Stores Corp. and ShopPacSun.com Corp. (the “Company”). All intercompany transactions have been eliminated in consolidation.

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. “Fiscal 2003” is the 52-week period ending January 31, 2004. “Fiscal 2002” was the 52-week period ended February 1, 2003. “Fiscal 2001” was the 52-week period ended February 2, 2002.

In the opinion of management, all adjustments consisting only of normal recurring entries necessary for a fair presentation have been included. The preparation of consolidated financial statements in conformity with GAAP necessarily requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported revenues and expenses during the reporting period. Actual results could differ from these estimates. The results of operations for the third quarter and nine months ended November 1, 2003, are not necessarily indicative of the results that may be expected for fiscal 2003. For further information, refer to the Company’s consolidated financial statements and notes thereto on Form 10-K for the year ended February 1, 2003.

Revenue Recognition – Sales are recognized upon purchase by customers at the Company’s retail store locations or upon shipment of orders received through the Company’s website. The Company has accrued $.8 million as of November 1, 2003 for estimated sales returns by customers based on historical sales return results. Actual return rates have historically been within management’s expectations and the accruals established.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand and marketable securities with original maturities of three months or less.

Investments – Held to Maturity – Held-to-maturity investments consist of marketable corporate and U.S. agency debt instruments with original maturities of three months to one year and are carried at amortized cost. Cost is determined by specific identification. As of November 1, 2003, the market value of the Company’s portfolio is $10.4 million, consisting of corporate debentures of $6.0 million and U.S. agency debentures of $4.4 million.

Inventory Valuation – Merchandise inventories are stated at the lower of cost (first-in, first-out method) or market. Cost is determined using the retail inventory method. At any one time, inventories include items that have been marked down to management’s best estimate of their fair market value. Management bases the decision to mark down merchandise upon the age of the item and its current rate of sale.

Goodwill and Other Intangible Assets – On February 3, 2002, the Company adopted Statement of Financial Accounting Standards No. 142 (SFAS 142), “Goodwill and Intangible Assets,” which revised the accounting for purchased goodwill and intangible assets. Under SFAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but are tested for impairment annually and also in the event of

an impairment indicator. The Company completed the required transitional impairment test and the annual test and determined that no impairment existed. Any subsequent impairment losses will be reflected in operating income. With the adoption of SFAS 142, the Company discontinued amortization of goodwill.

The Company evaluates the recoverability of goodwill at least annually based on a two-step impairment test. The first step compares the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Fair value is determined based on estimated future cash flows, discounted at a rate that approximates the Company’s cost of capital. Such estimates are subject to change and the Company may be required to recognize impairment losses in the future.

Other Long-Lived Assets – On February 3, 2002, the Company adopted SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which superseded previous guidance on financial accounting and reporting for the impairment or disposal of long-lived assets and for segments of a business to be disposed of. Upon adoption of SFAS 144, the Company reviewed long-lived assets and determined that no impairment existed. Under SFAS 144, long-lived assets, including amortizing intangible assets, will be tested for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

Income Taxes – Current income tax expense is the amount of income taxes expected to be payable for the current year. A deferred income tax asset or liability is established for the expected future consequences of temporary differences in the financial reporting and tax bases of assets and liabilities. The Company considers future taxable income and ongoing prudent and feasible tax planning in assessing the value of its deferred tax assets. If the Company determines that it is more likely than not that these assets will not be realized, the Company would reduce the value of these assets to their expected realizable value through a valuation allowance, thereby decreasing net income. Evaluating the value of these assets is necessarily based on the Company’s judgment. If the Company subsequently determined that the deferred tax assets, which had been written down, would be realized in the future, the value of the deferred tax assets would be increased, thereby increasing net income in the period when that determination was made. The combined federal and state income tax expense was calculated using estimated effective annual tax rates.

Litigation – The Company is involved from time to time in litigation incidental to its business. Management believes that the outcome of current litigation will not have a material adverse effect upon the results of operations or financial condition of the Company and, from time to time, may make provisions for potential litigation losses. Depending on the actual outcome of pending litigation, charges in excess of any provisions could be recorded in the future which may have an adverse effect on the Company’s operating results (see Note 7).

Stock Splits – On each of August 25, 2003, and December 18, 2002, the Company effected a three-for-two stock split. All share and per share amounts have been restated to give retroactive recognition to the stock splits in prior periods.

Stock-Based Compensation – The Company accounts for stock-based compensation in accordance with Accounting Principles Board Opinion No. 25 (APB 25). In March 2000, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 44 of APB 25, “Accounting for Certain Transactions Involving Stock Compensation,” which, among other things, addressed accounting consequences of a modification that reduces the exercise price of a fixed stock option award (otherwise known as repricing). The adoption of this interpretation did not impact the Company’s consolidated financial statements.

In December 2002, the FASB issued SFAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” SFAS 148 amends SFAS 123, “Accounting for Stock-Based Compensation,” to provide alternative methods for voluntary transition to SFAS 123’s fair value method of accounting for stock-based employee compensation (“the fair value method”). SFAS 148 also requires disclosure of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income (loss) and earnings (loss) per share in annual and interim financials statements. The Company is required

to follow the prescribed disclosure format and has provided the additional disclosures required by SFAS 148 for the quarterly period ended November 1, 2003 below.

SFAS 123, “Accounting for Stock-Based Compensation,” requires the disclosure of pro forma net income and earnings per share. Under SFAS 123, the fair value of stock-based awards to employees is calculated through the use of option-pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company’s stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Company’s calculations were made using the Black-Scholes option-pricing model with the following weighted average assumptions: expected life, 5 years; stock volatility, 40.4% for fiscal 2003 and 55.1% for fiscal 2002; risk-free interest rates, 3.3% for fiscal 2003 and 2.9% for fiscal 2002; and no dividends during the expected term. The Company’s calculations are based on a single-option valuation approach and forfeitures are recognized as they occur. If the computed fair values of the fiscal 2003 and fiscal 2002 awards had been amortized to expense over the vesting period of the awards, net income and earnings per share for the third quarter and nine months ended November 1, 2003 and November 2, 2002 would have been reduced to the pro forma amounts indicated below:


			For the Third Quarter Ended						For the Nine Months Ended

			November 1, 2003			November 2, 2002			November 1, 2003			November 2, 2002

		Net Income
	As reported		$	24,509		$	15,902		$	45,867		$	26,468
	Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(1,437	)		(1,369	)		(4,515	)		(4,263	)

	Pro forma		$	23,072		$	14,533		$	41,352		$	22,205

	Net Income Per Share, Basic
	As reported		$	0.32		$	0.22		$	0.60		$	0.36
	Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(0.02	)		(0.02	)		(0.06	)		(0.06	)

	Pro forma		$	0.30		$	0.20		$	0.54		$	0.30

Net Income Per Share, Diluted
	As reported		$	0.31		$	0.21		$	0.59		$	0.35
	Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(0.02	)		(0.01	)		(0.06	)		(0.05	)

	Pro forma		$	0.29		$	0.20		$	0.53		$	0.30

New Accounting Pronouncements – In April 2002, the FASB issued SFAS 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS 145 amended certain provisions of SFAS 13 and requires the fair value recognition of guarantee obligations under which the Company may become secondarily liable. The Company adopted SFAS 145 during fiscal 2002. The adoption of SFAS 145 resulted in the recognition of a $.5 million liability related to the Company’s guarantee of an assignee’s performance under a lease obligation (see Note 7).

In June 2002, the FASB issued SFAS 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses financial accounting and reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force Issue 94-3 (EITF 94-3), “Liability Recognition for

Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost, as defined in EITF 94-3, was recognized at the date of an entity’s commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. The Company adopted the provisions of SFAS 146 for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS 146 has not had a material impact on the Company’s financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others.” FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002; while the provisions of the disclosure requirements are effective for financial statements of interim or annual reports ending after December 15, 2002. The adoption of FIN 45 has not had a material impact on the Company’s financial position or results of operations upon adoption.

In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities.” In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. Since the Company does not currently have any variable interest entities, the adoption of the provisions of FIN 46 did not have a material impact on the Company’s financial position or results of operations.

On February 2, 2003, the Company adopted EITF 02-16, “Accounting by a Reseller for Cash Consideration Received from a Vendor.” The consensus reached by the EITF addressed the accounting for cash consideration received from a vendor, which includes vendor allowances, rebates, cooperative advertising payments, etc. The consensus of the EITF establishes an overall presumption that cash received from a vendor is a reduction in the price of a vendor’s products and should be recognized accordingly as a reduction in cost of sales at the time the related inventory is sold. Some consideration could be characterized as a reduction of expense if the cash received represents a reimbursement of specific, incremental, identifiable costs incurred by the retailer to sell the vendor’s products. The adoption of EITF 02-16 did not have a material impact on the Company’s financial position or results of operations.

Reclassifications – Certain prior year amounts have been reclassified to conform to the current year presentation.

The Company has a credit facility with a bank, which expires on March 31, 2004. The credit facility provides for a $45.0 million line of credit (the “Credit Line”) to be used for cash advances, commercial letters of credit and shipside bonds. Interest on the Credit Line is payable monthly at the bank’s prime rate (4.25% at November 1, 2003) or at optional interest rates that are primarily dependent upon the London Inter-bank Offered Rates for the time period chosen. The Company did not borrow under the Credit Line at any time during the nine months ended November 1, 2003. The Company had $23.5 million outstanding in letters of credit at November 1, 2003. The credit facility subjects the Company to various restrictive covenants, including maintenance of certain financial ratios, and prohibits payment of cash dividends on common stock. At November 1, 2003, the Company was in compliance with all of the covenants.


	November 1,		February 1,
	2003		2003

Accrued compensation and benefits	$	16,380	$	14,420
Excess facilities and sublease loss charges (Note 7)		3,899		3,803
Sales tax payable		3,239		2,290
Accrued gift cards and store merchandise credits		2,216		5,967
Accrued medical insurance costs		1,853		980
Accrued store expansion/relocation and closing costs		1,212		1,069
Other accrued liabilities		12,479		5,993

	$	41,278	$	34,522

The following table summarizes the computation of EPS (all amounts in thousands except share and per share amounts):

Options to purchase 2,073 and 3,485,120 shares of common stock in the third quarter of fiscal 2003 and fiscal 2002, respectively, and 14,335 and 2,149,792 shares of common stock in the first nine months of fiscal 2003 and fiscal 2002, respectively, were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the Company’s common stock.

The Company has minimum annual rental commitments under existing store leases, the lease for its former corporate offices and distribution center, capital leases for computer equipment, and other long-term debt obligations for multi-year computer maintenance contracts. The Company leases all of its retail store locations under operating leases. The Company leases equipment, from time to time, under capital leases. In addition, at any time, the Company is contingently liable for open letters of credit with foreign suppliers of merchandise. There were $23.5 million of open letters of credit outstanding as of November 1, 2003. As of November 1, 2003, the Company’s future financial commitments under these arrangements are as follows:


Contractual Obligations	Payments Due by Period
(in millions)
	Total		Less than		1-3		3-5		More than
			1 year		years		years		5 years

Operating lease obligations	$	587.0	$	79.1	$	158.0	$	153.0	$	196.9
Capital lease obligations		2.6		1.1		1.5		—		—
Long-term debt obligations		1.3		0.9		0.4		—		—
Letters of credit		23.5		23.5		—		—		—

Total	$	614.4	$	104.6	$	159.9	$	153.0	$	196.9

Litigation – During the first quarter ended May 3, 2003, the Company reached an agreement to settle all claims related to two lawsuits concerning overtime pay for a total of $4.0 million. The Company had accrued $3.9 million related to these matters at February 1, 2003. The suits are Auden v. Pacific Sunwear of California, Inc., which was filed September 17, 2001, and Adams v. Pacific Sunwear of California, Inc.,

which was filed August 2, 2002. The complaints allege that the Company improperly classified certain California-based employees as “exempt” from overtime pay. The court has granted preliminary approval of the settlement and a final approval is expected to be issued during the fourth quarter of fiscal 2003. The settlement did not have a material impact on results of operations for the third quarter or nine months ended November 1, 2003.

The Company is involved from time to time in litigation incidental to its business. Management believes that the outcome of current litigation will not have a material adverse effect upon the results of operations or financial condition of the Company.

Indemnities, Commitments, and Guarantees – During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include those given to various lessors in connection with facility leases for certain claims arising from such leases. The Company has issued guarantees in the form of standby letters of credit as security for merchandise shipments from overseas. There were $23.5 million of these letters of credit outstanding at November 1, 2003. The Company has also issued a guarantee of a sublease on one of its store locations under which the Company remains secondarily liable on the sublease should the sublessee default on its lease payments. The term of the sublease ends December 31, 2014. The Company has recorded $.5 million in accrued liabilities to recognize the estimated fair value of this guarantee. The aggregate rental payments remaining on the master lease agreement at November 1, 2003, were $6.1 million. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any liability for these above indemnities, commitments and guarantees in the accompanying consolidated balance sheets other than as noted.

The Company maintains a private label credit card through a third party to promote the PacSun brand image and lifestyle. The third party services the customer accounts and retains all risk and financial obligation associated with any outstanding balances on customer accounts. The Company has no financial obligation and does not provide any guarantee related to any outstanding balances resulting from the use of these private label credit cards by its customers.

Excess Facilities and Sublease Loss Charges – The Company remains liable under two operating leases covering its former corporate offices and a former store location. These facilities remain vacant at November 1, 2003. During fiscal 2002, the Company recorded sublease loss charges of $3.8 million to accrue for the difference between the Company’s remaining contractual lease obligations and the rate and timeframe within which the Company expected to be able to sublease these properties. In the third quarter of fiscal 2003, based on a review of real estate market conditions and on-going negotiations, the Company revised its sublease income and sublease commencement assumptions and increased its estimated sublease loss charges by $.1 million to a total of $3.9 million. To the extent management’s estimates relating to the Company’s ability to sublease these facilities at the assumed rates or within the assumed timeframes changes or is incorrect, additional charges may be recorded in the future up to the net remaining obligation under the corresponding leases. As of November 1, 2003, the aggregate remaining obligations under these leases were approximately $5.4 million for the former corporate offices and approximately $6.9 million for the former store location. These amounts are included in the contractual obligations table above.

During the year ended January 30, 2000, the Company granted a restricted stock award of 112,500 shares with a purchase price of $0.01 per share to its Chief Executive Officer. The 112,500 share award vests 25% on each of September 17, 2001, 2002, 2003 and 2004, if, in each instance, certain cumulative annual earnings per share growth targets have been satisfied. Under the award agreement, shares that do not vest at a given vesting date due to the cumulative annual earnings per share growth targets not being met remain available for future vesting if the cumulative annual earnings per share growth targets are met as of a subsequent vesting date. During the third quarter of fiscal 2003, the Company determined that it is probable that the cumulative annual earnings per share growth target for this award will be achieved in

fiscal 2003 and, accordingly, the Company recorded compensation expense of $2.1 million to recognize the cumulative value of the award to date. This expense accrual is included in deferred compensation liabilities on the balance sheet. The Company will be required to recognize additional compensation expense related to this award in future quarters based on additional vesting of the shares and the market price of the Company’s stock. For example, based on the closing market price of the Company’s stock at November 1, 2003 of $23.08, the Company would be required to record additional compensation expense of approximately $.1 million per quarter based on additional vesting of the shares until the shares are delivered to the Chief Executive Officer in September 2004. Additionally, based on any change in the market price of the Company’s stock in future quarters, the cumulative compensation expense recognized for this award will continue to be adjusted until the shares are delivered to the Chief Executive Officer in September 2004.

During the year ended February 4, 2001, the Company granted a restricted stock award of 168,750 shares with a purchase price of $0.01 per share to its Chief Executive Officer. The 168,750 share award vests 25% on each of March 15, 2002, 2003, 2004 and 2005, if, in each instance, certain cumulative annual earnings per share growth targets have been satisfied. Under the award agreement, shares that do not vest at a given vesting date due to the cumulative annual earnings per share growth targets not being met remain available for future vesting if the cumulative annual earnings per share growth targets are met as of a subsequent vesting date. During the second quarter of fiscal 2003, the Company determined that it is probable that the cumulative annual earnings per share growth target for this award will be achieved in fiscal 2003 and, accordingly, the Company recorded compensation expense of $2.1 million to recognize the cumulative value of the award. Additionally, during the third quarter ended November 1, 2003, the Company recognized additional compensation expense of $.6 million related to this award based on additional vesting of the shares and changes in the market price of the Company’s stock. These expense accruals are included in deferred compensation liabilities on the balance sheet. The Company will continue to be required to recognize additional compensation expense related to this award in future quarters based on additional vesting of the shares and the market price of the Company’s stock. For example, based on the market price of the Company’s stock at November 1, 2003 of $23.08, the Company would be required to record additional compensation expense of approximately $.2 million per quarter based on additional vesting of the shares until the shares are delivered to the Chief Executive Officer in March 2005. Additionally, based on any change in the market price of the Company’s stock in future quarters, the cumulative compensation expense recognized for this award will continue to be adjusted until the shares are delivered to the Chief Executive Officer in March 2005.

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF CONSOLIDATED OPERATIONS

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America necessarily requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported revenues and expenses during the reporting period. Actual results could differ from these estimates. The accounting policies that the Company believes are the most critical to aid in fully understanding and evaluating reported financial results include the following:

Revenue Recognition - Sales are recognized upon purchase by customers at the Company’s retail store locations or upon shipment for orders received through the Company’s website. The Company has accrued $.8 million as of November 1, 2003 to estimate sales returns by customers based on historical sales return results. Actual return rates have historically been within management’s expectations and the reserves established. However, in the unlikely event that the actual rate of sales returns by customers increased significantly, the Company’s operational results could be adversely affected.

Inventory Valuation - Merchandise inventories are stated at the lower of cost (first-in, first-out method) or market. Cost is determined using the retail inventory method. At any one time, inventories include items that have been marked down to management’s best estimate of their fair market value. Management bases the decision to mark down merchandise upon the age of the item and its current rate of sale. To the extent that management estimates differ from actual results, additional markdowns may have to be recorded, which could reduce the Company’s gross margins and operating results.

Long-Lived Assets - In the normal course of business, the Company acquires tangible and intangible assets. The Company periodically evaluates the recoverability of the carrying amount of its long-lived assets (including property, plant and equipment, and other intangible assets) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Impairment is assessed when the undiscounted expected future cash flows derived from an asset or asset group are less than its carrying amount. Impairments are recognized in operating earnings. The Company uses its best judgment based on the most current facts and circumstances surrounding its business when applying these impairment rules to determine the timing of the impairment test, the undiscounted cash flows used to assess impairments, and the fair value of a potentially impaired asset. Changes in assumptions used could have a significant impact on the Company’s assessment of recoverability. Numerous factors, including changes in the Company’s business, industry segment, and global economy, could significantly impact management’s decision to retain, dispose of, or idle certain of its long-lived assets.

Goodwill and Other Intangible Assets - The Company evaluates the recoverability of goodwill at least annually based on a two-step impairment test. The first step compares the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Fair value is determined based on estimated future cash flows, discounted at a rate that approximates the Company’s cost of capital. Such estimates are subject to change and the Company may be required to recognize impairment losses in the future.

Income Taxes - Current income tax expense is the amount of income taxes expected to be payable for the current year. A deferred income tax asset or liability is established for the expected future consequences of temporary differences in the financial reporting and tax bases of assets and liabilities. The Company considers future taxable income and ongoing prudent and feasible tax planning in assessing the value of its deferred tax assets. If the Company determines that it is more likely than not that these assets will not be realized, the Company would reduce the value of these assets to their expected realizable value through a valuation allowance, thereby decreasing net income. Evaluating the value of these assets is necessarily based on the Company’s judgment. If the Company subsequently determined that the deferred tax assets,

which had been written down, would be realized in the future, the value of the deferred tax assets would be increased, thereby increasing net income in the period when that determination was made.

Litigation - The Company is involved from time to time in litigation incidental to its business. Management believes that the outcome of current litigation will not have a material adverse effect upon the results of operations or financial condition of the Company and, from time to time, may make provisions for potential litigation losses. Depending on the actual outcome of pending litigation, charges in excess of any provisions could be recorded in the future which may have an adverse effect on the Company’s operating results (see Note 7 to the condensed consolidated financial statements).

The following table sets forth selected income statement data of the Company expressed as a percentage of net sales for the periods indicated. The discussion that follows should be read in conjunction with the table below:


	Third Quarter Ended						Nine Months Ended

	Nov 1,			Nov 2,			Nov 1,			Nov 2,
	2003			2002			2003			2002

Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold, including buying, distribution and occupancy costs		64.2			65.4			65.8			67.5

Gross margin		35.8			34.6			34.2			32.5
Selling, general and administrative expenses		21.8			23.2			23.9			25.0

Operating income		14.0			11.4			10.3			7.5
Interest income/(expense), net		0.0			(0.1	)		0.1			(0.1	)

Income before income tax expense		14.0			11.3			10.4			7.4
Income tax expense		5.3			4.3			4.0			2.8

Net income		8.7	%		7.0	%		6.4	%		4.6	%

The following table sets forth the Company’s number of stores and total square footage as of the dates indicated:

The thirteen weeks ended November 1, 2003 (third quarter) as compared to the thirteen weeks ended November 2, 2002 (third quarter)

Net sales increased to $281.3 million for the third quarter of fiscal 2003 from $228.2 million for the third quarter of fiscal 2002, an increase of $53.1 million, or 23.3%. Of this $53.1 million increase, $29.7 million was attributable to a 13.8% increase in comparable store net sales in the third quarter of fiscal 2003 as compared to the third quarter of fiscal 2002, $15.7 million was attributable to net sales generated by 75 new stores opened in fiscal 2003 and not yet included in the comparable store base, $3.8 million was attributable to net sales generated by 12 new stores opened in fiscal 2002 and not yet included in the comparable store base, and $4.9 million was attributable to other non-comparable store net sales. Offsetting these increases

was a $1.0 million decrease attributable to the closing of three stores during fiscal 2003 and twelve stores during fiscal 2002. Other non-comparable store net sales consist primarily 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. Of the 13.8% increase in comparable store net sales in the third quarter of fiscal 2003, PacSun and PacSun Outlet comparable store net sales increased 13.2% and d.e.m.o. comparable store net sales increased 19.9%. The increase in comparable store net sales within PacSun and PacSun Outlet was primarily attributable to increases in comparable store net sales of footwear, accessories, juniors and, to a lesser extent, young men’s merchandise. The increase in comparable store net sales within d.e.m.o. was attributable to increases in comparable store net sales of accessories, juniors and, to a lesser extent, young men’s merchandise. 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 third quarter of fiscal 2003 compared to the third quarter of fiscal 2002 and had no significant impact on the net sales increase for the third quarter of fiscal 2003.

Gross margin, after buying, distribution and occupancy costs, increased to $100.6 million for the third quarter of fiscal 2003 from $78.9 million for the third quarter of fiscal 2002, an increase of $21.7 million, or 27.5%. As a percentage of net sales, gross margin was 35.8% for the third quarter of fiscal 2003 compared to 34.6% for the third quarter of fiscal 2002. Of this 1.2% increase, occupancy costs decreased 1.4% as a percentage of net sales compared to the third quarter of fiscal 2002, primarily due to the 13.8% comparable store net sales increase which leveraged these costs, and net merchandise margins increased .1% as a percentage of net sales due to a higher initial markup partially offset by a slightly higher markdown rate. Offsetting these increases was a .3% increase in buying costs as a percentage of net sales primarily due to consulting expenses.

Selling, general and administrative expenses increased to $61.4 million for the third quarter of fiscal 2003 from $53.0 million for the third quarter of fiscal 2002, an increase of $8.4 million, or 15.8%. These expenses decreased to 21.8% as a percentage of net sales in the third quarter of fiscal 2003 from 23.2% in the third quarter of fiscal 2002. Of this 1.4% net decrease as a percentage of net sales, 1.2% was due to a decrease in store payroll expenses as a percentage of net sales and 1.1% was due to a decrease in depreciation and other store selling expenses as a percentage of net sales, primarily due to the 13.8% comparable store net sales increase which leveraged these costs over higher total sales. These decreases were partially offset by a .8% increase in general and administrative expenses as a percentage of net sales, primarily due to recording $2.7 million in restricted stock expense in the third quarter of fiscal 2003 related to the Company’s determination that it is probable that the cumulative annual earnings per share growth targets for the year ending January 31, 2004 of two restricted stock awards made to the Chief Executive Officer will be met (see Note 8 to the condensed consolidated financial statements). In addition, store relocation/expansion and closing expenses were up .1% as a percentage of net sales.

Income tax expense was $15.0 million for the third quarter of fiscal 2003 compared to $9.9 million for the third quarter of fiscal 2002. The effective income tax rate was 37.9% in the third quarter of fiscal 2003 compared to 38.4% in the third quarter of fiscal 2002. The lower effective income tax rate for fiscal 2003 was primarily attributable to a lower weighted effective state income tax rate for the Company. The weighted effective state income tax rate of the Company will vary depending on a number of factors, such as differing income tax rates and net sales by state.

The thirty-nine weeks ended November 1, 2003 (nine months) as compared to the thirty-nine weeks ended November 2, 2002 (nine months)

Net sales increased to $714.0 million for the first nine months of fiscal 2003 from $580.8 million for the first nine months of fiscal 2002, an increase of $133.2 million, or 22.9%. Of this $133.2 million increase, $74.3 million was attributable to a 13.7% increase in comparable store net sales in the first nine months of fiscal 2003 compared to the first nine months of fiscal 2002, $25.0 million was attributable to net sales generated by 75 new stores opened in fiscal 2003 and not yet included in the comparable store base, $24.9 million was attributable to net sales generated by new stores opened in fiscal 2002 not yet included in the comparable store base, and $12.7 million was attributable to other non-comparable store net sales. Offsetting these increases was a $3.7 million decrease attributable to the closing of three and twelve stores during fiscal 2003 and fiscal 2002, respectively. Other non-comparable store net sales consist primarily 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. Of the 13.7% increase in comparable store net sales in the first nine months of fiscal 2003, PacSun and PacSun Outlet comparable store net sales increased 12.4% and d.e.m.o. comparable store net sales increased 25.5%. The increase in comparable store net sales within PacSun and PacSun Outlet was primarily attributable to increases in comparable store net sales of footwear, accessories, juniors and, to a lesser extent, young men’s merchandise. The increase in comparable store net sales within d.e.m.o. was attributable to increases in comparable store net sales of juniors, accessories and young men’s merchandise. 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 nine months of fiscal 2003 compared to the first nine months of fiscal 2002 and had no significant impact on the net sales increase for the nine months of fiscal 2003.

Gross margin, after buying, distribution and occupancy costs, increased to $244.3 million for the first nine months of fiscal 2003 from $188.7 million for the first nine months of fiscal 2002, an increase of $55.6 million, or 29.5%. As a percentage of net sales, gross margin was 34.2% for the first nine months of fiscal 2003 compared to 32.5% for the first nine months of fiscal 2002. Of this 1.7% increase as a percentage of net sales, 1.5% was due to a decrease in occupancy costs as a percentage of net sales, primarily due to the 13.7% comparable store net sales increase which leveraged these costs over higher total sales, and .2% was due to an increase in net merchandise margins as a percentage of net sales due to a higher initial markup partially offset by a higher markdown rate.

Selling, general and administrative expenses increased to $170.5 million for the first nine months of fiscal 2003 from $145.1 million for the first nine months of fiscal 2002, an increase of $25.4 million, or 17.5%. These expenses decreased to 23.9% as a percentage of net sales in the first nine months of fiscal 2003 from 25.0% in the first nine months of fiscal 2002. Of this 1.1% net decrease as a percentage of net sales, 1.0% was due to a decrease in store payroll expenses as a percentage of net sales and .8% was due to a decrease in depreciation and other store selling expenses, primarily due to the 13.7% comparable store net sales increase which leveraged these costs over higher total sales. In addition, .1% was due to a decrease in store relocation/expansion and closing expenses as a percentage of net sales. Offsetting these decreases was a .8% increase in general and administrative expenses, primarily due to recording $4.8 million in restricted stock expense in the first nine months of fiscal 2003 related to the Company’s determination that it is probable that the cumulative annual earnings per share growth targets for the year ending January 31, 2004 of two restricted stock awards made to the Chief Executive Officer will be met (see Note 8 to the condensed consolidated financial statements).

Income tax expense was $28.3 million for the first nine months of fiscal 2003 compared to $16.5 million for the first nine months of fiscal 2002. The effective income tax rate was 38.1% in the first nine months of fiscal 2003 compared to 38.4% in the first nine months of fiscal 2002. The lower effective income tax rate for fiscal 2003 was primarily attributable to a lower weighted effective state income tax rate for the Company. The weighted effective state income tax rate of the Company will vary depending on a number of factors, such as differing income tax rates and net sales by state.

The Company has historically financed its operations from internally generated cash flow, short-term and long-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 nine months of fiscal 2003 was $62.9 million compared to $22.3 million for the first nine months of fiscal 2002. This $40.6 million increase in cash provided was attributable to an increase in net income of $19.4 million, an increase in accrued income taxes and deferred income taxes of $12.5 million, an increase in accounts payable net of inventory increases of $7.8 million, primarily due to timing of payments, and an increase in accrued deferred compensation and other assets of $5.3 million. These increases were partially offset by a $3.1 million decrease in cash provided from accrued liabilities and other items netting to a decrease in cash provided of $1.3 million. Working capital at November 1, 2003, was $200.2 million compared to $109.3 million at February 1, 2003, an increase of $90.9 million. The increase in working capital at November 1, 2003, as compared to February 1, 2003, was attributable to an increase in cash of $47.1 million, an increase in inventories, net of accounts payable, of $36.6 million, an increase in short-term investments of $10.4 million, and other items netting to a decrease of $3.2 million. The increase in inventories was related to increases in inventories in comparable stores which generated a 13.7% increase in comparable store net sales during the first nine months of fiscal 2003 as well as opening 72 net new stores and expanding/relocating 20 stores with over 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 $41.1 million for the first nine months of fiscal 2003 compared to $30.1 million for property and equipment for the first nine months of fiscal 2002. Of the $11.0 million increase in cash used, $10.4 million was due to purchases of short-term investments and $.6 million was due to an increase in purchases of property and equipment in the first nine months of fiscal 2003 as compared to the first nine months of fiscal 2002. Of the $30.7 million of net cash used for investment in property and equipment in the first nine months of fiscal 2003, $28.4 million was used for new and existing stores and $2.3 million was used for other capital expenditures, including computer hardware and software.

Net cash provided by financing activities for the first nine months of fiscal 2003 was $25.3 million compared to net cash used of $15.3 million for the first nine months of fiscal 2002. Of the $25.3 million of net cash provided by financing activities in the first nine months of fiscal 2003, $27.1 million was due to proceeds received from the exercise of stock options, offset by $1.8 million of payments under capital lease and long-term debt obligations. Of the $15.3 million of net cash used by financing activities in the first nine months of fiscal 2002, $25.9 million was due to the repayment of the Company’s $25.0 million construction loan, used to build the Company’s new corporate offices and distribution center in fiscal 2001, and principal payments under other capital lease and long-term debt obligations of $.9 million, offset by short-term borrowings under the Company’s line of credit of $9.0 million and proceeds received from the exercise of stock options of $1.6 million.

letters of credit and shipside bonds. Interest on the Credit Line is payable monthly at the bank’s prime rate (4.25% at November 1, 2003) or at optional interest rates that are primarily dependent upon the London Inter-bank Offered Rates for the time period chosen. The Company did not borrow under the Credit Line at any time during the nine months ended November 1, 2003. The Company had $23.5 million outstanding in letters of credit at November 1, 2003. The credit facility subjects the Company to various restrictive covenants, including maintenance of certain financial ratios, and prohibits payment of cash dividends on common stock. At November 1, 2003, the Company was in compliance with all of the covenants.

The Company has minimum annual rental commitments under existing store leases, the lease for its former corporate offices and distribution center, capital leases for computer equipment, and other long-term debt obligations for multi-year computer maintenance contracts. The Company leases all of its retail store locations under operating leases. The Company leases equipment, from time to time, under capital leases. In addition, at any time, the Company is contingently liable for open letters of credit with foreign suppliers of merchandise. As of November 1, 2003, the Company’s future financial commitments under these arrangements are as follows:


Contractual Obligations	Payments Due by Period
(in millions)
	Total		Less than		1-3		3-5		More than
			1 year		years		years		5 years

Operating lease obligations	$	587.0	$	79.1	$	158.0	$	153.0	$	196.9
Capital lease obligations		2.6		1.1		1.5		—		—
Long-term debt obligations		1.3		0.9		0.4		—		—
Letters of credit		23.5		23.5		—		—		—

Total	$	614.4	$	104.6	$	159.9	$	153.0	$	196.9

The Company reviews the operating performance of its stores on an ongoing basis to determine which stores, if any, to expand, relocate or close. Most leases contain cancellation or kick-out clauses in the Company’s favor that relieve the Company of any future obligation under a lease if specified sales levels are not achieved by a specified date. The Company closed twelve stores in fiscal 2002 and anticipates closing approximately four stores in fiscal 2003.

During the remainder of fiscal 2003, the Company plans to open approximately 14 net new stores, of which approximately 13 will be PacSun stores and one will be a PacSun Outlet store. The Company also plans to expand or relocate approximately six additional existing smaller stores during the remainder of fiscal 2003. The Company estimates that capital expenditures during the remainder of fiscal 2003 will be approximately $11 million, of which approximately $10 million will be for opening, expanding or relocating stores and approximately $1 million will be used for other capital expenditures, including computer hardware and software. During the year ending January 29, 2005 (“fiscal 2004”), the Company plans to open approximately 100 net new stores, of which approximately 65 will be PacSun stores, approximately five will be PacSun Outlet stores and approximately 30 will be d.e.m.o. stores.

The Company relies primarily on internally generated cash flows to finance its operations. In addition, to the extent necessary, the Company relies on its credit facility to finance operations and provide additional resources for capital expenditures. Management believes that the Company’s working capital, cash flows from operating activities and credit facility will be sufficient to meet the Company’s operating and capital expenditure requirements for the next twelve months.

The Company’s success is largely dependent upon its ability to gauge the fashion tastes of its customers and provide merchandise that satisfies customer demand. Any inability to provide appropriate merchandise in sufficient quantities in a timely manner could have a material adverse effect on the Company’s business, operating results, cash flows from operations and financial condition. Any economic downturn that affects the retail industry as a whole could also adversely affect the Company’s business, operating results, cash flows from operations and financial condition.

A significant decrease in the Company’s operating results could adversely affect the Company’s ability to maintain required financial ratios under the Company’s credit facility. Required financial ratios include

total liabilities to tangible net worth ratio, limitations on capital expenditures and achievement of certain rolling four-quarter EBITDA requirements. If these financial ratios are not maintained, the bank will have the option to require immediate repayment of all amounts outstanding under the credit facility. The most likely result would require the Company to renegotiate certain terms of the credit agreement, obtain a waiver from the bank, or obtain a new credit agreement with another bank, which may contain different terms. As of November 1, 2003, the Company had no borrowings outstanding under its credit facility.

Information regarding new accounting pronouncements is contained in Note 2 to the condensed consolidated financial statements which note is incorporated herein by reference.

The Company does not believe that inflation has had a material effect on the results of operations in the recent past. There can be no assurance that the Company’s business will not be affected by inflation in the future.

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. In each of fiscal 2002 and fiscal 2001, excluding sales generated by new and relocated/expanded 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 2002, excluding net sales generated by new and relocated/expanded stores, approximately 43% of the Company’s annual net sales occurred in the first half of the fiscal year and approximately 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; 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.

This report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 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. 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. All forward-looking statements included in this report are based on information available to the Company as of the date hereof, and the Company assumes no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur after such statements are made. Such uncertainties include, among others, the following factors:

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. Misjudgments or unanticipated fashion changes could also have a material adverse effect on the Company’s image with its customers.

Private Label Merchandise. Sales from private label merchandise accounted for approximately 33% and 34% of net sales in fiscal 2002 and fiscal 2001, respectively. 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 effect on the Company’s business, financial condition and results of operations.

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, general economic conditions and other unforeseen events. 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, results of operations, and financial condition.

Expansion and Management of Growth. The Company’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 of PacSun and d.e.m.o. stores. During the remainder of fiscal 2003, the Company plans to open approximately 14 net new stores, of which approximately 13 will be PacSun stores and approximately one will be a PacSun Outlet store. During fiscal 2004, the Company plans to open approximately 100 net new stores, of which approximately 65 will be PacSun stores, approximately five will be PacSun Outlet stores and approximately 30 will be d.e.m.o. stores. The Company’s planned expansion is dependent upon a number of factors, including the ability of the Company to locate and obtain favorable store sites, negotiate acceptable lease terms, obtain adequate supplies of merchandise 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 or that the Company will be able to manage its growth effectively. Any failure to effectively manage growth could have a material adverse effect on the Company’s business, financial condition and results of operations.

Reliance on Key Personnel. The continued success of the Company is dependent 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.

Dependence on Single Distribution Facility. The Company’s distribution functions for all of its stores and for internet sales are handled from a single distribution facility in Anaheim, California. Any significant interruption in the operation of the distribution facility due to natural disasters, accidents, system failures or other unforeseen causes would have a material adverse effect on the Company’s business, financial condition and results of operations. There can be no assurance that the Company’s new corporate office and distribution center will be adequate to support the Company’s future growth.

Internet Sales. 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. 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)

difficulties with hiring, retention and training of key personnel to conduct the Company’s internet operations, (ii) diversion of sales from PacSun stores, (iii) rapid technological change, (iv) liability for online content and (v) risks related to the failure of the computer systems that operate the website 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 and (vii) competition and general economic conditions and economic conditions specific to the internet, online commerce and the apparel industry.

Economic Impact of Terrorism. The majority of the Company’s stores are located in regional shopping malls. Any threat of terrorism or actual terrorist events, particularly in public areas, could lead to lower customer traffic in regional shopping malls. In addition, local authorities or mall management could close regional shopping malls in response to any immediate security concern. Mall closures, as well as lower customer traffic due to security concerns, could result in decreased sales, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Reliance on Foreign Sources of Production. The Company purchases merchandise directly in foreign markets for its private label brands. In addition, the Company purchases merchandise from domestic vendors, some of which is manufactured overseas. The Company does not have any long-term merchandise supply contracts and its imports are subject to existing or potential duties, tariffs and quotas. The Company faces competition from other companies for production facilities and import quota capacity. The Company also faces a variety of other risks generally associated with doing business in foreign markets, importing merchandise from abroad, and purchasing merchandise from vendors who manufacture products abroad, such as: (i) political instability; (ii) imposition of new legislation relating to import quotas that may limit the quantity of goods which may be imported into the United States from countries in a region that the Company does business; (iii) imposition of duties, taxes, and other charges on imports; (iv) local business practices and political issues, including issues relating to compliance with domestic or international labor standards which may result in adverse publicity; and (v) the failure of vendors to deliver ordered goods on schedule or at all. New initiatives may be proposed that may have an impact on the trading status of certain countries and may include retaliatory duties or other trade sanctions, which, if enacted, would increase the cost of products purchased from suppliers in countries that the Company does business with. The inability of the Company to rely on its foreign sources of production due to any of the factors listed above could have a material adverse effect on the Company’s business, financial condition and results of operations.

Credit Facility Financial Covenants. A significant decrease in the Company’s operating results could adversely affect the Company’s ability to maintain required financial ratios under the Company’s credit facility. Required financial ratios include total liabilities to tangible net worth ratio, limitations on capital expenditures and achievement of certain rolling four-quarter EBITDA requirements. If these financial ratios are not maintained, the bank will have the option to require immediate repayment of all amounts outstanding under the credit facility. The most likely result would require the Company to renegotiate certain terms of the credit agreement, obtain a waiver from the bank, or obtain a new credit agreement with another bank, which may contain different terms.

Stock Options. A number of publicly traded companies have announced that they will begin expensing stock option grants to employees. In addition, the FASB and the Securities and Exchange Commission (the “Commission”) have indicated that possible rule changes requiring expensing of stock options may be adopted in the near future. Currently, the Company includes such expenses on a pro forma basis in the notes to the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America but does not include stock option expenses in the Company’s reported financial statements. If accounting standards are changed to require the Company to expense stock options, the Company’s reported earnings will decrease and its stock price could decline.

Litigation. The Company is involved from time to time in litigation incidental to its business. Management believes that the outcome of current litigation will not have a material adverse effect upon the results of operations or financial condition of the Company. However, management’s assessment of the Company’s current litigation could change in light of the discovery of facts with respect to legal actions pending against the Company not presently known to the Company or determinations by judges, juries or other finders of fact which do not accord with management’s evaluation of the possible liability or outcome of such litigation.

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. 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 smaller public companies for reasons frequently unrelated to the operating performance of the specific companies.

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 estimates contained in any forward-looking statements.

To the extent the Company borrows under its credit facility, the Company is exposed to market risk related to changes in interest rates. At November 1, 2003, there were no borrowings outstanding under the Company’s credit facility and the Company did not borrow under the credit facility at any time during the nine months ended November 1, 2003. Based on the weighted average interest rate of 3.67% on the Company’s credit facility during fiscal 2002, if interest rates on the credit facility were to increase by 10%, and to the extent borrowings were outstanding, for every $1.0 million outstanding on the Company’s credit facility, net income would be reduced by approximately $3.0 thousand per year. 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 February 1, 2003. The Company is not a party with respect to derivative financial instruments.

As of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer of the Company (collectively, the “certifying officers”) have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). These disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in its periodic reports filed with the Commission is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that the information is communicated to the certifying officers on a timely basis.

The certifying officers concluded, based on their evaluation, that the Company’s disclosure controls and procedures are effective for the Company, taking into consideration the size and nature of the Company’s business and operations.

No change in the Company’s internal control over financial reporting occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the first quarter ended May 3, 2003, the Company reached an agreement to settle all claims related to two lawsuits concerning overtime pay for a total of $4.0 million. The Company had accrued $3.9 million related to these matters at February 1, 2003. The suits are Auden v. Pacific Sunwear of California, Inc., which was filed September 17, 2001, and Adams v. Pacific Sunwear of California, Inc., which was filed August 2, 2002. The complaints allege that the Company improperly classified certain California-based employees as “exempt” from overtime pay. The court has granted preliminary approval of the settlement and a final approval is expected to be issued during the fourth quarter of fiscal 2003. The settlement did not have a material impact on results of operations for the third quarter or nine months ended November 1, 2003.

Item 4 — Submission of Matters to a Vote of Security Holders - Not Applicable

On August 11, 2003, the Company filed an 8-K furnishing a press release announcing results of operations for the quarter ended August 2, 2003.

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.

1. I have reviewed this quarterly report on Form 10-Q of Pacific Sunwear of California, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1. I have reviewed this quarterly report on Form 10-Q of Pacific Sunwear of California, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

The undersigned, Greg H. Weaver, the Chairman of the Board and Chief Executive Officer of Pacific Sunwear of California, Inc. (the “Company”), and Carl W. Womack, the Chief Executive Officer of Pacific Sunwear of California, Inc., pursuant to 18 U.S.C. Section 1350, hereby certify that:

(i)

the Quarterly Report of the Company, on Form 10-Q for the period ended November 1, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to Pacific Sunwear of California, Inc. and will be retained by Pacific Sunwear of California, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


	CONDENSED CONSOLIDATED BALANCE SHEETS
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF CONSOLIDATED OPERATIONS
	ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4 -- CONTROLS AND PROCEDURES
PART II-OTHER INFORMATION
	Item 1 -- Legal Proceedings
	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
SIGNATURES
Exhibit Index
EXHIBIT 31
EXHIBIT 32


Exhibit 31		Written statements of Greg H. Weaver and Carl W. Womack pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32		Written statement of Greg H. Weaver and Carl W. Womack pursuant to section 906 of the Sarbanes-Oxley Act of 2002.


		Pacific Sunwear of California, Inc.
		(Registrant)

Date: December 4, 2003		/s/ GREG H. WEAVER

		Greg H. Weaver
		Chairman of the Board
		and Chief Executive Officer

Date: December 4, 2003		/s/ CARL W. WOMACK

		Carl W. Womack
		Senior Vice President, Chief
		Financial Officer and Secretary


Exhibit 31		Written statements of Greg H. Weaver and Carl W. Womack pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32		Written statement of Greg H. Weaver and Carl W. Womack pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


CALIFORNIA (State of Incorporation)		95-3759463 (I.R.S Employer Identification No.)


3450 East Miraloma Avenue Anaheim, California (Address of principal executive offices)		92806 (Zip code)


Third Quarter Ended:	November 1, 2003							November 2, 2002

					Per Share							Per Share
	Net Income		Shares		Amount			Net Income		Shares		Amount

Basic EPS:	$	24,509		77,685,516	$	0.32		$	15,902		73,955,606	$	0.22
Diluted EPS:
Effect of dilutive stock options		—		2,190,910		(0.01	)		—		968,141		(0.01	)

	$	24,509		79,876,426	$	0.31		$	15,902		74,923,747	$	0.21


Nine Months Ended:	November 1, 2003							November 2, 2002

					Per Share							Per Share
	Net Income		Shares		Amount			Net Income		Shares		Amount

Basic EPS:	$	45,867		76,031,944	$	0.60		$	26,468		73,879,124	$	0.36
Diluted EPS:
Effect of dilutive stock options		—		2,290,274		(0.01	)		—		1,068,538		(0.01	)

	$	45,867		78,322,218	$	0.59		$	26,468		74,947,662	$	0.35


	November 1,		November 2,
	2003		2002

PacSun stores		664		607
Outlet stores		78		71
d.e.m.o. stores		121		109

Total stores		863		787

Square footage (in 000’s)		2,937		2,626


Dated: December 4, 2003		/s/ Greg H. Weaver

		Greg H. Weaver
		Chairman of the Board
		and Chief Executive Officer
		Pacific Sunwear of California, Inc.

Dated: December 4, 2003		/s/ Carl W. Womack

		Carl W. Womack
		Senior Vice President,
		Chief Financial Officer and Secretary
		Pacific Sunwear of California, Inc.


		Yes x		No o


		Yes x		No o