8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported): November 16, 2009

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)

California	0-21296	95-3759463
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3450 East Miraloma Avenue
Anaheim, CA
(Address of principal executive offices) 92806-2101
(Zip Code)

(714) 414-4000
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On November 16, 2009, Pacific Sunwear of California, Inc. (NASDAQ:PSUN) (the “Company”) announced financial results for the third quarter of fiscal 2009 ended October 31, 2009. The full text of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

99.1 Press Release issued by the Company on November 16, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 16, 2009

PACIFIC SUNWEAR OF CALIFORNIA, INC.
 

/s/ MICHAEL L. HENRY  

Michael L. Henry 

Sr. Vice President, Chief Financial Officer 

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EX-99.1

Exhibit 99.1

CONTACT:
Gar Jackson
Vice President, Investor Relations
(714) 414-4049

FOR IMMEDIATE RELEASE

PACIFIC SUNWEAR ANNOUNCES
THIRD QUARTER EARNINGS RESULTS

ANAHEIM, CA/November 16, 2009 — Pacific Sunwear of California, Inc. (NASDAQ:PSUN) (the “Company”) today announced that net sales for the third quarter (13 weeks) of fiscal 2009 ended October 31, 2009, were $268 million versus net sales from continuing operations of $324 million for the third quarter (13 weeks) of fiscal 2008 ended November 1, 2008. Total Company same-store sales decreased 18 percent during the period.

The Company recorded a net loss of $10.9 million, or $(0.17) per diluted share, for the third quarter of fiscal 2009 compared to net loss from continuing operations of $3.5 million, or $(0.05) per diluted share, for the third quarter of fiscal 2008.

“Through the first 11 weeks of the third quarter, our business performed at the higher end of our internal expectations led by some improving trends in our Young Mens business,” stated Gary Schoenfeld, President and Chief Executive Officer. “We’ve since seen a precipitous decline across both genders during the last two weeks of the third quarter and into the first two weeks of the fourth quarter. Thus, while we still expect an improvement over the fourth quarter last year, we remain intently focused on several key initiatives toward getting this company turned around.”

Financial Outlook for Fourth Fiscal Quarter of 2009

Assuming a same-store sales percentage decline in the low twenties for the fourth quarter of fiscal 2009, the Company expects to report a loss of approximately $(0.28) to $(0.35) per share. This earnings range includes estimated non-cash store asset impairment charges of approximately $5 million. Any non-cash tax valuation allowance charges or additional store asset impairment charges that the Company may incur during the fourth quarter would increase the level of losses for the quarter.

About Pacific Sunwear of California, Inc.

Pacific Sunwear is a leading lifestyle specialty retailer rooted in the youth culture of California. The Company sells casual apparel with a limited selection of accessories and footwear designed to meet the needs of teens and young adults. As of October 31, 2009, the Company operated 904 stores in 50 states and Puerto Rico. PacSun’s website address is www.pacsun.com.

The Company will host a conference call Monday, November 16, 2009 at 4:30 pm Eastern time to review its financial results. A telephonic replay of the conference call will be available, beginning approximately two hours following the call, for one week and can be accessed in the United States/Canada at (800) 642-1687 or internationally at (706) 645-9291; passcode: 38667329. For those unable to listen to the live Web broadcast or

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

utilize the call-in replay, an archived version will be available on the company’s investor relations web site through midnight, March 11, 2010.

Pacific Sunwear Safe Harbor

This press release contains “forward-looking statements” including, without limitation, statements regarding the Company’s financial outlook for the fourth quarter of fiscal 2009, its expectations for improvement over the fourth quarter last year and management’s initiatives to turn the Company around. In each case, these statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company intends that these forward-looking statements be subject to the safe harbors created thereby. These statements are not historical facts and involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Uncertainties that could adversely affect our business and results include, among others, the following factors: higher than anticipated declines in same-store sales; additional adverse changes in economic conditions or sustained adverse economic conditions generally; additional adverse changes in consumer spending; changes in consumer demands and preferences; higher than anticipated markdowns and/or higher than estimated selling, general and administrative costs; competition from other retailers and uncertainties generally associated with apparel retailing; merchandising/fashion sensitivity; sales from private label merchandise; the impact of management and organizational changes; reliance on key personnel; economic impact of natural disasters, terrorist attacks or war/threat of war; shortages of supplies and/or contractors, as a result of natural disasters or terrorist acts, could cause unexpected delays in new store openings, relocations, renovations or expansions; reliance on foreign sources of production; and other risks outlined in the company’s SEC filings, including but not limited to the Annual Report on Form 10-K for the year ended January 31, 2009 and subsequent periodic reports filed with the Securities and Exchange Commission. Historical results achieved are not necessarily indicative of future prospects of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

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

PACIFIC SUNWEAR OF CALIFORNIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except share and per share data)

	Third Quarter Ended						First Three Quarters Ended
	Oct. 31, 2009			Nov. 1, 2008			Oct. 31, 2009			Nov. 1, 2008
Net sales	$	268,280		$	323,612		$	734,539		$	903,204
Gross margin		73,441			92,776			192,423			263,499
Selling, G&A expenses		89,365			95,308			245,477			281,163
Operating loss from continuing operations		(15,924	)		(2,532	)		(53,054	)		(17,664	)
Other expense, net		17			1,100			180			461
Loss from continuing operations before income taxes		(15,941	)		(3,632	)		(53,234	)		(18,125	)
Income tax benefit		(5,036	)		(112	)		(19,431	)		(6,344	)
Loss from continuing operations		(10,905	)		(3,520	)		(33,803	)		(11,781	)
Income (loss) from discontinued operations, net of tax		—			1,046			—			(24,999	)
Net loss	$	(10,905	)	$	(2,474	)	$	(33,803	)	$	(36,780	)
Loss from continuing operations per share:
Basic	$	(0.17	)	$	(0.05	)	$	(0.52	)	$	(0.18	)
Diluted	$	(0.17	)	$	(0.05	)	$	(0.52	)	$	(0.18	)
Net loss per share:
Basic	$	(0.17	)	$	(0.04	)	$	(0.52	)	$	(0.55	)
Diluted	$	(0.17	)	$	(0.04	)	$	(0.52	)	$	(0.55	)
Weighted average shares outstanding:
Basic		65,563,721			64,968,707			65,380,726			67,182,918
Diluted		65,563,721			64,968,707			65,380,726			67,182,918

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

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

	Oct. 31, 2009		Jan. 31, 2009		Nov. 1, 2008
ASSETS
Current assets:
Cash & cash equivalents	$	15,564	$	24,776	$	4,817
Inventories		168,417		107,205		233,814
Other current assets		15,774		58,943		73,635
Total current assets		199,755		190,924		312,266
Property and equipment, net		272,596		323,344		353,934
Other long-term assets		64,944		55,241		47,060
Total assets	$	537,295	$	569,509	$	713,260
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	63,298	$	45,263	$	113,799
Short-term borrowings		—		—		43,100
Other current liabilities		40,159		47,564		47,365
Total current liabilities		103,457		92,827		204,264
Deferred lease incentives		42,229		52,313		55,054
Deferred rent		21,872		23,008		23,471
Other long-term liabilities		27,863		29,374		32,213
Total liabilities		195,421		197,522		315,002
Total shareholders’ equity		341,874		371,987		398,258
Total liabilities and shareholders’ equity	$	537,295	$	569,509	$	713,260

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

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

	Three Quarters Ended
	Oct. 31, 2009			Nov. 1, 2008
Cash flows from operating activities:
Net loss	$	(33,803	)	$	(36,780	)
Depreciation & amortization		53,326			58,743
Asset impairment		16,538			21,313
Non-cash stock based compensation		5,030			4,442
Tax deficiencies related to exercise of stock options		(1,702	)		(1,413	)
Loss on disposal of property and equipment		555			2,368
Changes in operating assets and liabilities:
Inventories		(61,212	)		(63,632	)
Accounts payable and other current liabilities		9,985			29,674
Other assets and liabilities		17,510			(28,030	)
Net cash provided by/(used in) operating activities		6,227			(13,315	)
Cash flows from investing activities:
Capital expenditures		(19,540	)		(71,528	)
Proceeds from sale of land		3,705			—
Proceeds from sale of property and equipment		28			275
Net cash used in investing activities		(15,807	)		(71,253	)
Cash flows from financing activities:
Proceeds from exercise of stock options		374			1,618
Principal payments under long-term leases		(6	)		(9	)
Repurchases of common stock		—			(52,911	)
Borrowings under credit facility		—			168,739
Principal payments under credit facility		—			(125,639	)
Net cash provided by/(used) in financing activities		368			(8,202	)
Net decrease in cash and cash equivalents		(9,212	)		(92,770	)
Cash and cash equivalents, beginning of period		24,776			97,587
Cash and cash equivalents, end of period	$	15,564		$	4,817

PACIFIC SUNWEAR OF CALIFORNIA, INC.
SELECTED STORE OPERATING DATA

	Fiscal 2009			Fiscal 2008
Stores open at beginning of fiscal year		932			954
Stores opened year-to-date		2			13
Stores closed year-to-date		(30	)		(27	)
Stores open at end of third quarter		904			940
Square footage (000s)		3,494			3,608

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