8-K

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)

March 1, 2005

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 Number)

3450 East Miraloma Avenue, Anaheim, CA 92806-2101

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

(714) 414-4000

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 2.02. Results of Operations and Financial Condition
SIGNATURES
EXHIBIT INDEX
	Exhibit 99.1 Press Release Dated March 1, 2005
EXHIBIT 99.1

ITEM 2.02. Results of Operations and Financial Condition

     The following information is furnished pursuant to Item 2, “Results of Operations and Financial Condition.” On March 1, 2005, Pacific Sunwear of California, Inc. announced results for its fourth quarter and fiscal year ended January 29, 2005. The full text of the press release is furnished as Exhibit 99.1 to this report.

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.

	Pacific Sunwear of California, Inc.
Date: March 1, 2005	By:	/s/ GERALD M. CHANEY
	Name:	Gerald M. Chaney
	Title:	Senior Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

     Exhibit 99.1        Press Release Dated March 1, 2005. EX-99.1 2 a06357exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Contact:
Gerry Chaney, Chief Financial Officer
(714) 414-4000

FOR IMMEDIATE RELEASE

PACIFIC SUNWEAR ANNOUNCES FOURTH QUARTER
EARNINGS INCREASE 19% TO $40.9 MILLION
FISCAL 2004 EARNINGS INCREASE 33% TO $105.9 MILLION

     ANAHEIM, CA/March 1, 2005 — Pacific Sunwear of California, Inc. (NASDAQ:PSUN) (the “Company”) today reported results for the fourth quarter and year ended January 29, 2005.

     Net income for the fourth quarter increased 19% to $40.9 million compared to $34.5 million for the fourth quarter of fiscal 2003. Net income per share increased 26% to $.54 per diluted share compared to $.43 per diluted share for the fourth quarter of fiscal 2003. Total sales for the fourth quarter of fiscal 2004 (thirteen weeks) were $379.7 million, an increase of 16.2% over total sales of $326.8 million for the fourth quarter of fiscal 2003. Company same store sales increased 5.1% for the fourth quarter of fiscal 2004 with PacSun same store sales up 4.8% and d.e.m.o. same store sales up 7.5%.

     Net income for fiscal 2004 increased 33% to $105.9 million, or $1.37 per diluted share, compared to $79.9 million, or $1.01 per diluted share for fiscal 2003. Total sales for fiscal 2004 (fifty-two weeks) were $1,229.8 million, an increase of 18.1% over total sales of $1,041.5 million for fiscal 2003 (fifty-two weeks). Company same store sales increased 7.3% for fiscal 2004 with PacSun same store sales up 7.5% and d.e.m.o. same store sales up 5.7%.

     As previously announced in the Company’s Current Report on Form 8-K issued February 25, 2005, the Company has corrected its accounting for certain lease matters. The net income and earnings per share amounts noted above for the fourth quarters and fiscal years ended January 29, 2005 and January 31, 2004, respectively, have been restated to reflect the impact of those corrections.

     “I am pleased to report record earnings for PacSun for the fourth quarter and full year,” stated Greg Weaver, Chairman and CEO. “In addition, the Company achieved record operating income levels of 17.1% and 13.7% for the fourth quarter and full year, respectively. Sales per square foot improved to $374 from $363 for the prior year. For fiscal 2005, we plan to open 120 net new stores and expand or relocate approximately 35 stores with square footage growing approximately 15%. The 120 net new stores include 70 PacSun stores, 10 PacSun Outlet stores, and 40 d.e.m.o. stores. This will take the year-end 2005 store count to 1,100,” concluded Mr. Weaver.

     Pacific Sunwear is a leading specialty retailer of everyday casual apparel, accessories and footwear designed to meet the needs of active teens and young adults. At January 29, 2005, the Company operated 744 PacSun stores, 84 PacSun outlet stores and 162 d.e.m.o.

3450 East Miraloma Avenue · Anaheim, CA 92806 · (714) 414-4000

stores for a total of 990 stores in 50 states and Puerto Rico. PacSun’s website address is www.pacsun.com.

     The matters discussed in this news release with respect to number of new stores, and square footage growth of 15%, respectively, are forward looking statements that involve risks and uncertainties, including changes in consumer demands and preferences, higher than estimated costs of goods sold or selling, general and administrative costs, competition from other retailers and uncertainties generally associated with apparel retailing. The historical results achieved are not necessarily indicative of future prospects of the Company.

     More information on factors that could affect forward looking statements and the Company’s financial results is included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2004 and subsequent periodic reports filed with the Securities and Exchange Commission.

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3450 East Miraloma Avenue · Anaheim, CA 92806 · (714) 414-4000

PACIFIC SUNWEAR OF CALIFORNIA, INC.
SUMMARY STATEMENTS OF INCOME
(unaudited)
(in $ thousands, except share and per share data)

	Fourth Quarter Ended				Fiscal Year Ended
	JAN. 29,		JAN. 31,		JAN. 29,		JAN. 31,
	2005		2004		2005		2004
Net sales	$	379,674	$	326,784	$	1,229,762	$	1,041,456
Gross margin		142,293		121,112		444,422		370,523
Selling, G&A expenses		77,259		66,497		276,036		242,837
Operating income		65,034		54,615		168,386		127,686
Interest income, net		714		391		1,889		732
Income before taxes		65,748		55,006		170,275		128,418
Income tax expense		24,859		20,552		64,383		48,555
Net income	$	40,889	$	34,454	$	105,892	$	79,863
Net income per share, basic	$	0.55	$	0.44	$	1.40	$	1.04
Net income per share, diluted	$	0.54	$	0.43	$	1.37	$	1.01
Weighted avg. shares outstanding, basic		74,408,255		78,287,219		75,825,897		76,595,758
Weighted avg. shares outstanding, diluted		75,856,319		80,226,072		77,464,115		78,849,651

Note: All periods presented reflect the impact of the lease accounting corrections announced in the Company’s Current Report on Form 8-K issued February 25, 2005. All periods presented also reflect a reclassification of e-commerce shipping revenues and expenses from selling, general and administrative expenses into net sales (for e-commerce shipping revenues) and cost of sales (for e-commerce shipping expenses).

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3450 East Miraloma Avenue · Anaheim, CA 92806 · (714) 414-4000

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

	JAN. 29, 2005		JAN. 31, 2004
ASSETS
Current assets:
Cash & cash equivalents	$	106,758	$	142,840
Short-term investments		36,773		33,035
Inventories		175,081		147,751
Other current assets		34,206		29,910
Total current assets		352,818		353,536
Property and equipment, net		290,128		260,590
Other long-term assets		20,738		18,081
Total assets	$	663,684	$	632,207
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	87,781	$	93,634
Income taxes payable		5,885		14,899
Current portion of long-term debt and capital leases		1,536		1,886
Total current liabilities		95,202		110,419
Long-term portion of debt and capital leases		403		1,455
Deferred lease incentives		67,683		56,996
Deferred rent		27,094		24,781
Other long-term liabilities		24,094		17,638
Total liabilities		214,476		211,289
Total shareholder’s equity		449,208		420,918
Total liabilities and shareholders’ equity	$	663,684	$	632,207

Note: All periods presented reflect the impact of the lease accounting corrections announced in the Company’s Current Report on Form 8-K issued February 25, 2005.

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3450 East Miraloma Avenue · Anaheim, CA 92806 · (714) 414-4000

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

	FOR THE YEAR ENDED
	JAN. 29, 2005			JAN. 31, 2004
Cash flows from operating activities:
Net income	$	105,892		$	79,863
Depreciation & amortization		49,800			43,564
Loss on disposal of property and equipment		3,692			2,753
Tax benefits related to exercise of stock options		8,235			15,810
Changes in operating assets and liabilities:
Inventories		(27,330	)		(24,318	)
Accounts payable and accrued expenses		(766	)		27,525
Income taxes and deferred income taxes		(2,933	)		12,076
Deferred lease incentives		10,687			4,273
Deferred rent		2,313			2,013
Other assets and liabilities		(6,578	)		(2,555	)
Net cash provided by operating activities		143,012			161,004
Cash flows from investing activities:
Purchases of property and equipment		(81,992	)		(49,568	)
Purchases of short-term investments		(40,695	)		(33,035	)
Maturities of short-term investments		36,957			—
Net cash used in investing activities		(85,730	)		(82,603	)
Cash flows from financing activities:
Repurchases of common stock		(109,502	)		—
Proceeds from exercise of stock options		18,194			30,381
Repayments under long-term debt and capital leases		(2,056	)		(2,347	)
Cash paid in-lieu of fractional shares		—			(33	)
Net cash (used in)/provided by financing activities		(93,364	)		28,001
Net (decrease)/increase in cash and cash equivalents		(36,082	)		106,402
Cash and cash equivalents, beginning of period		142,840			36,438
Cash and cash equivalents, end of period	$	106,758		$	142,840

Note: All periods presented reflect the impact of the lease accounting corrections announced in the Company’s Current Report on Form 8-K issued February 25, 2005.

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3450 East Miraloma Avenue · Anaheim, CA 92806 · (714) 414-4000

PACIFIC SUNWEAR OF CALIFORNIA, INC.
SELECTED STORE OPERATING DATA

Total stores for fiscal year ended:	JAN. 29, 2005			JAN. 31, 2004
Beginning		877			791
New openings		118			90
Closures		(5	)		(4	)
Ending		990			877
Total stores by concept:
PacSun stores		744			677
Outlet stores		84			79
d.e.m.o. stores		162			121
Total		990			877
Total square footage (in 000’s)		3,448			2,997

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3450 East Miraloma Avenue · Anaheim, CA 92806 · (714) 414-4000

EX-99.1

Exhibit 99.1