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): August 31, 2016

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)

California	001-21296	95-3759463
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(714) 414-4000

Registrant’s telephone number, including area code

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

¨ 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))

Item 7.01     Regulation FD Disclosure.

As previously disclosed in a Current Report on Form 8-K filed by Pacific Sunwear of California, Inc. (the “Company”) on April 8, 2016, the Company and its two subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code. The Chapter 11 cases are being administered under the caption “In re Pacific Sunwear of California, Inc., et al.”, Case Nos. 16-10881, 16-10882 and 16-10883 (the “Chapter 11 Cases”).

On August 31, 2016, the Debtors filed their monthly operating report for the period of July 3, 2016 through July 30, 2016 (the “July Monthly Operating Report”) with the Bankruptcy Court. The July Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court, can be accessed at pacsun.com, cases.primeclerk.com/pacsun (the court-appointed claims agent site), or www.deb.uscourts.gov, the official Bankruptcy Court website.

The information in Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Cautionary Statement Regarding July Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the July Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The July Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases and is in a format acceptable to the U.S. Trustee. The forecasts contained in the July Monthly Operating Report reflect estimates and assumptions made by management of the Company with respect to cash receipts and disbursements, as well as numerous other factors. These factors are difficult to predict accurately and in many cases are outside of the Company’s control. Consequently, it is likely that actual results will differ from those reflected in the July Monthly Operating Report and such differences may be significant. The Company has not made and does not make any representation to any person regarding the Company’s future results. Furthermore, the Company is not required to publicly update the July Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the July Monthly Operating Report is based are erroneous. The July Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the July Monthly Operating Report is complete. The July Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the July Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. We are providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in the forward-looking statements contained herein. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events or performance (often, but not always identifiable by the use of the words or phrases such as “will result,” “expects to,” “will continue,” “anticipates,” “plans, “intends,” “estimated,” “projects,” and “outlook”) are not historical facts and may be forward-looking and, accordingly, such statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in these forward-looking statements. All forward-looking statements included in this Report are based on information available to us as of the date hereof, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, but are not limited to: those described under the “Risk Factors” section and elsewhere in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2015 and September 10, 2015, most recent Annual Report on Form 10-K filed with the SEC on March 26, 2015, as well as in other past filings with the SEC, and risks and uncertainties relating to the bankruptcy filing by the Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, (ii) the ability of the Company and its subsidiaries to consummate the transactions contemplated by the Restructuring Support Agreement with respect to the Chapter 11 Cases, (iii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the cases in general, (v) the length of time the Company will operate under the Chapter 11 Cases, (vi) risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate the transactions contemplated by the Restructuring Support Agreement, (vii) the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations, (viii) the ability to operate the Company’s business and consummate the transactions contemplated by the Restructuring Support Agreement, (ix) the transactions contemplated by the DIP Credit Agreement, and the Restructuring Support Agreement being subject to closing conditions, which conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control, (x) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties, (xi) the Company’s ability to maintain contracts, trade credit and other customer and/or vendor relationships that are essential to the Company’s operations, and (xii) the Company’s ability to retain key executives and employees. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur after such statements are made.

Item 9.01       Financial Statements and Exhibits.

(d) Exhibits.

The Exhibit Index appearing after the signature page to this Current Report on Form 8-K is incorporated herein by reference.

SIGNATURES

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

Dated: September 6, 2016

PACIFIC SUNWEAR OF CALIFORNIA, INC.

/s/ GARY SCHOENFELD

Gary Schoenfeld

President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	July Monthly Operating Report

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re Pacific Sunwear of California, Inc., et al	Case No. 16-10882
	Reporting Period: 7/3/2016 to 7/30/2016

MONTHLY OPERATING REPORT

Submit copy of report to any official committee appointed in the case.

REQUIRED DOCUMENTS	Form No.	Document     Attached	Explanation     Attached	Affidavit/Supplement Attached
Schedule of Cash Receipts and Disbursements	MOR-1	Yes
Schedule of Bank Accounts with Book Balances	MOR-1a	Yes
Bank Reconciliation (or copies of debtor’s bank reconciliations)	MOR-1b	No	Yes		MOR-1b Declaration
Schedule of Professional Fees Paid	MOR-1c	Yes
Copies of bank statements		No	Yes		MOR-1b Declaration
Cash disbursements journals		No	Yes		MOR-1b Declaration
Statement of Operations	MOR-2	Yes
Balance Sheet	MOR-3	Yes
Status of Post petition Taxes	MOR-4	Yes
Copies of IRS Form 6123 or payment receipt		No	Yes		Available upon request
Copies of tax returns filed during reporting period		No	Yes		Available upon request
Summary of Unpaid Post petition Debts	MOR-4	Yes
Listing of aged accounts payable	MOR-4	Yes
Debtor Questionnaire	MOR-5	Yes

Global Notes:

This Monthly Operating Report (“MOR”) has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in these bankruptcy cases. The financial information contained herein is unaudited, limited in scope and as discussed below, not prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The results of operations contained herein are not necessarily indicative of the results which may be expected from any other period or for the full year and may not necessarily reflect the results of operations, financial position and schedule of receipts and disbursements in the future. The amounts in MOR 3 currently classified as liabilities subject to compromise may be subject to future change as the Debtors complete their analysis of pre and post-petition liabilities. The Debtors caution readers not to place undue reliance on the MOR. There can be no assurance that such information is complete and the MOR may be subject to revision.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Gary Schoenfeld	August 31, 2016
Signature of Debtor	Date
/s/ Gary Schoenfeld	August 31, 2016
Signature of Joint Debtor	Date
/s/ Gary Schoenfeld	August 31, 2016
Signature of Authorized Individual*	Date
Gary Schoenfeld	President & Chief Executive Officer
Printed Name of Authorized Individual	Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

1

In re Pacific Sunwear of California, Inc., et al Case No. 16-10882 Reporting Period: 7/3/2016 to 7/30/2016

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

MOR-1

($ in thousands)	Pacific Sunwear of California, Inc.		Pacific Sunwear Stores Corp			Miraloma Borrower Corporation [1]		Consolidated
Cash Receipts	$	2,144	$	58,369		$	-	$	60,513
Cash Disbursements
Merchandise Vendor Payments	$	(30,367)	$	(1	)	$	-	$	(30,368)
Payroll, Payroll Taxes, and Benefits		(3,066)		(7,817	)		-		(10,883)
Rent & Occupancy		-		(14,411	)		-		(14,411)
Sales Tax Remittance		-		(3,592	)		-		(3,592)
Other Disbursements		(7,272)		(4,668	)		-		(11,940)
Operating Disbursements	$	(40,705)	$	(30,490	)	$	-	$	(71,195)
Net Operating Cash Flow	$	(38,561)	$	27,879		$	-	$	(10,682)
Beginning Balance	$	7,803	$	(5,806	)	$	-	$	1,997
Cash Receipts		2,144		58,369			-		60,513
Operating Disbursements [A]		(40,705)		(30,490	)		-		(71,195)
Borrowings		29,317		-			-		29,317
Line of Credit Paydowns [A]		(20,521)		-			-		(20,521)
Intercompany Receipts/Adjustments		29,492					-		29,492
Intercompany Disbursements/Adjustments [A]				(28,865	)				(28,865)
Ending Balance	$	7,531	$	(6,792	)	$	-	$	739
Disbursements for calculating US Trustee Quarterly Fees:
Total Disbursements - Sum of [A]	$	61,227	$	59,354		$	-	$	120,581

[1] Miraloma Borrower Corporation does not maintain bank accounts and therefore, does not have disbursements to report during the period.

2

In re Pacific Sunwear of California, Inc., et al Case No. 16-10882 Reporting Period: 7/3/2016 to 7/30/2016

MOR-1a - Schedule of Bank Accounts with Book Balances

Bank Account	Pacific Sunwear of California, Inc.			Pacific Sunwear Stores Corp		Miraloma Borrower Corporation		Consolidated
104000 CASH ON HAND	$	2,046		$	416,040	$	-	$	418,085
100000 CASH - HELD CHECK ACCRUAL		-			-		-		-
100002 CC DEP - AMEX		-			450,304		-		450,304
100003 CC DEP - VISA/MC		-			7,262,667		-		7,262,667
100004 CC DEP - DISCOVER		-			175,958		-		175,958
100005 CC DEP - PSUN CC		-			189,927		-		189,927
100006 CC DEP - AMEX - E4X		-			22,751		-		22,751
100052 GENERAL CASH ACCT - B OF A		2,826			-		-		2,826
100053 PAYROLL - PARENT B OF A		0			-		-		0
100054 PAYROLL - STORES B OF A		-			1,790		-		1,790
100056 FUNDING - CITI NON-CA CIGNA		-			-		-		-
100057 PAYROLL - 401K B OF A		7,596,361			(7,596,361)		-		-
100070 DISBURSE - STORES - WELLS FARG		-			(12,267,243)		-		(12,267,243	)
100071 DISBURSE - PARENT - WELLS FARG		(624,030	)		-		-		(624,030	)
100072 GENERAL CASH ACCT - WELLS FARG		553,418			-		-		553,418
100075 UTILITY DEPOSIT - WELLS FARGO		-			441,372		-		441,372
101000 DEP - AMAZON TENDER		-			-		-		-
101000 DEP - AMERICAN SAVINGS BANK		-			69,058		-		69,058
101000 DEP - BANCO POPULAR 2		-			90,320		-		90,320
101000 DEP - BANK OF HAWAII		-			15		-		15
101000 DEP - CITIZENS BANK		-			121,440		-		121,440
101000 DEP - ECOM B OF A		-			(10,218)		-		(10,218	)
101000 DEP - ECOM B OF A (PAYPAL)		-			53,070		-		53,070
101000 DEP - JP MORGAN CHASE		-			342,002		-		342,002
101000 DEP - KEY BANK OF NEW YORK		-			82,087		-		82,087
101000 DEP - M&T BANK		-			30,948		-		30,948
101000 DEP - PNC BANK		-			207,661		-		207,661
101000 DEP - PNC RCC		-			3,313		-		3,313
101000 DEP - QUEENSTOWN BANK		-			-		-		-
101000 DEP - REGIONS		-			191,514		-		191,514
101000 DEP - US BANK		-			199,958		-		199,958
101000 DEP - WELLS FARGO BANK - CC		-			93,326		-		93,326
101000 DEP - WELLS FARGO BANK - STORE		-			1,601,171		-		1,601,171
101000 DEPOSITORY CLEARING		-			2,963		-		2,963
101001 ACH PAYMENTS - UTILITIES		-			1,002,918		-		1,002,918
101400 CC CLEARING - PLCC		-			-		-		-
101401 CC CLEARING - AMEX		-			177		-		177
101402 CC CLEARING - VISA/MC		-			7,069		-		7,069
101403 CC CLEARING - DISCOVER		-			85		-		85
101404 CC CLEARING - PAYPAL		-			-		-		-
101405 CC CLEARING - AMEX - E4X		-			-		-		-
103000 CD - MANUFACTURERS BANK UTIL		-			11,799		-		11,799
103001 CD - WELLS FARGO NEV TAX		-			10,019		-		10,019
	$	7,530,621		$	(6,792,098)	$	-	$	738,523

3

In re Pacific Sunwear of California, Inc., et al Case No. 16-10882 Reporting Period: 7/3/2016 to 7/30/2016

MOR-1b - Declaration Regarding the Status of Bank Reconciliations of the Debtors

Gary Schoenfeld hereby declares under penalty of perjury:

1   I am the President and Chief Executive Officer for Pacific Sunwear of California, Inc. et al., the above-captioned debtors and debtors in possession (collectively, the “Debtors”). I am familiar with the debtors day-to-day operations, business affairs and books and records.

2   All statements in the Declaration are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors’ operations and financial condition. If I were called upon to testify, I could and would testify to each of these facts set forth herein based on such personal knowledge, review of documents or opinion. I am authorized to submit this Declaration on behalf of the Debtors.

3   To the best of my knowledge, all of the Debtors’ bank balances as of July 30, 2016 have been reconciled in an accurate and timely manner.

Dated:  August 31, 2016	Respectfully submitted
	/s/ Gary Schoenfeld
	By: Gary Schoenfeld
	Title: President & Chief Executive Officer

4

In re Pacific Sunwear of California, Inc., et al Case No. 16-10882 Reporting Period: 7/3/2016 to 7/30/2016

MOR - 1c

SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID

This schedule is to include all retained professional payments from case inception to current month

			Check		Amount Paid				Year-To-Date
Payee	Period Covered	Payor	Number	Date	Fees		Expenses		Fees		Expenses
Choate, Hall & Stewart	Apr 4 - 30, 2016	Pacific Sunwear of California, Inc.	N/A [1]	24-May		215,567		7,125		215,567	7,125
Choate, Hall & Stewart	May 2016	Pacific Sunwear of California, Inc.	N/A [1]	12-Jul		104,207		3,576		319,774	10,702
FTI Consulting	Apr 7 - 30, 2016	Pacific Sunwear of California, Inc.	911050	24-Jun		364,312		32,569		364,312	32,569
Guggenheim Securities	Apr 7 - 30, 2016	Pacific Sunwear of California, Inc.	4637806106	10-Jun		120,000		4,955		120,000	4,955
Kirkland & Ellis	Apr 7 - 30, 2016	Pacific Sunwear of California, Inc.	910836	1-Jun		348,355		4,603		348,355	4,603
Kirkland & Ellis	May 2016	Pacific Sunwear of California, Inc.	911274	19-Jul		190,834		4,003		539,189	8,606
Klee, Tuchin, Bogdanoff & Stern	Apr 7 - 30, 2016	Pacific Sunwear of California, Inc.	910929	10-Jun		215,991		3,364		215,991	3,364
Klee, Tuchin, Bogdanoff & Stern	May 2016	Pacific Sunwear of California, Inc.	911229	15-Jul		380,348		12,804		596,339	16,168
Prime Clerk	Apr 7 - 30, 2016	Pacific Sunwear of California, Inc.	910950	10-Jun		72,991		285,015		72,991	285,015
Prime Clerk	May 1 - 31, 2016	Pacific Sunwear of California, Inc.	910975	16-Jun		99,029		224,683		172,019	509,697
Prime Clerk	Apr 7 - 30, 2016	Pacific Sunwear of California, Inc.	911051	24-Jun		8,817		-		180,836	509,697
Richards Layton & Finger	Mar 23 -Apr 30, 2016	Pacific Sunwear of California, Inc.	N/A [1]	25-May		41,980		2,242		41,980	2,242
Sullivan & Cromwell	Apr 7 - 30, 2016	Pacific Sunwear of California, Inc.	910926	10-Jun		22,457		-		22,457	-
Sullivan & Cromwell	May 2016	Pacific Sunwear of California, Inc.	911253	19-Jul		12,344		-		34,801	-
Young Conaway Stargatt & Taylor	Apr 7 - 30, 2016	Pacific Sunwear of California, Inc.	911117	1-Jul		119,785		13,966		119,785	13,966
Young Conaway Stargatt & Taylor	May 2016	Pacific Sunwear of California, Inc.	911275	19-Jul		64,179		4,817		183,964	18,783

[1] DIP Lender Counsel was paid by direct debit from the ABL facility at the direction of Wells Fargo.

5

Pacific Sunwear of California, Inc. et al
Consolidating Statement of Operations [1] Reporting Period: 7/3/2016 to 7/30/2016 MOR-2 Case No. 16-10882

$ in thousands	Pacific Sunwear of   California, Inc.			Pacific Sunwear Stores Corp			Miraloma Borrower Corporation			Eliminations		Consolidated
Net Sales	$	51,238		$	57,114		$	-		$	(51,238)	$	57,114
Cost of Goods Sold		(46,660	)		(37,696	)		-			49,950		(34,406)
Gross Margin	$	4,578		$	19,418		$	-		$	(1,288)	$	22,708
Expenses:
Operating Expenses [2]	$	6,286		$	29,514		$	(96	)	$	-	$	35,705
Derivative Liab (Gain) Loss		(131	)		-			-			-		(131)
Net Interest (Income) Expense		1,428			548			82			-		2,058
Income Tax Provision (Benefit)		-			328			-			-		328
Total Expenses	$	7,583		$	30,391		$	(14	)	$	-	$	37,960
Net Income Prior to Reorganization Items	$	(3,005	)	$	(10,973	)	$	14		$	(1,288)	$	(15,252)
Reorganization Items		(2,344	)		-			-			-		(2,344)
Net Income After Reorganization Items	$	(5,349	)	$	(10,973	)	$	14		$	(1,288)	$	(17,596)

Notes:

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

[2] Operating expenses include direct store expenses and selling, general, and administrative expenses.

6

Pacific Sunwear of California, Inc. et al
Consolidating Balance Sheet (External Account Format) Reporting Period: 7/3/2016 to 7/30/2016 MOR-3 Case No. 16-10882

$ in thousands	Pacific Sunwear of   California, Inc.		Pacific Sunwear Stores Corp		Miraloma Borrower Corporation		Eliminations		Consolidated
Assets
Cash and cash equivalents	$	7,531	$	(6,792)	$	-	$	-	$	739
Other current assets		638		5,404		-		-		6,042
Intercompany Inventory		(189,049)		172,038		-		17,011		-
Inventories		201,153		(48,550)		-		(27,183)		125,420
Prepaid expenses		10,159		16,835		210		-		27,204
Property and equipment, net		2,621		62,570		18,876		-		84,067
Intangible assets, net		9,580		831		-		-		10,411
Other assets		56,642		23,824		153		(56,539)		24,080
Deferred income taxes		3,344		-		-		-		3,344
Intercompany Asset		(63,307)		78,616		(3,407)		(11,902)		-
Total Assets	$	39,312	$	304,777	$	15,831	$	(78,613)	$	281,307
Liabilities
Not Subject to Compromise
Accounts payable (post-petition)	$	44,817	$	3,412	$	-	$	-	$	48,229
Other current liabilities [1]		21,635		27,988		-		-		49,623
Current portion of long-term debt		-		255		330		-		585
Line of credit		28,447		-		-		-		28,447
Other liabilities		-		23,372		-		-		23,372
Long-term debt		-		11,575		14,946		-		26,521
Intercompany Liability		(175,734)		186,569		1,068		(11,902)		-
Subject to Compromise
Accounts payable (prepetition)		28,940		19,923		-		-		48,863
Other current liabilities		452		1,167		-		-		1,619
Current portion of long-term debt		80,644		-		-		-		80,644
Other liabilities		2,143		-		-		-		2,143
Deferred rent		-		13,994		-		-		13,994
Deferred lease incentives		-		12,548		-		-		12,548
Total Liabilities	$	31,345	$	300,803	$	16,343	$	(11,902)	$	336,589
Equity
Common stock	$	704	$	0	$	-	$	(0)	$	704
Preferred stock		-		-		-		-		-
Additional paid-in capital		27,747		56,539		-		(56,539)		27,747
Current year Net Income		(37,392)		(20,464)		80		17,011		(40,765)
Retained Earnings		16,908		(32,100)		(592)		(27,183)		(42,968)
Total Equity	$	7,967	$	3,974	$	(512)	$	(66,711)	$	(55,282)
Total Liabilities and Equity	$	39,312	$	304,777	$	15,831	$	(78,613)	$	281,307

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

7

In re Pacific Sunwear of California, Inc., et al Case No. 16-10882 Reporting Period: 7/3/2016 to 7/30/2016

STATUS OF POSTPETITION TAXES

MOR - 4

The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.

$ in thousands	Beginning Tax Liability		Amount Withheld or Accrued		Amount Paid		Ending Tax Liability
Federal
Withholding		$0		$1,519		$1,519		$0
FICA-Employee		0		1,029		1,029		0
FICA-Employer		0		1,026		1,026		0
Unemployment		0		25		25		0
Income		0		125		125		0
Total Federal Taxes		$0		$3,724		$3,724		$0
State and Local
Withholding - State		$0		$460		$460		$0
Withholding - Local		0		16		16		0
Sales		3,529		3,625		3,286		3,867
Unemployment		0		46		46		0
Real Property [1]
Personal Property		0		31		31		0
Gross Receipts Taxes/Business Licenses		0		21		21		0
Total State and Local		$3,529		$4,198		$3,860		$3,867
Total Taxes		$3,529		$7,922		$7,583		$3,867

[1] Real property taxes are paid through mortgage payments, and as such, are not included on this schedule.

SUMMARY OF UNPAID POSTPETITION DEBTS [2]

$ in thousands	Number of Days Past Due
	Current		0-30		31-60		Total
Accounts Payable [3]		$48,229						$48,229
Taxes Payable		3,867						3,867
Total Post petition Debts		$52,096		$0		$0		$52,096

[2] The Debtor is in the process of actively reviewing accounts payable and liabilities; therefore, these figures may be subject to change.

[3] Accounts Payable excludes other accrued liabilities which include accruals for wages, benefits, royalties, freight, taxes, capital leases, insurance and other expenses that may not be payable as of the filing of this report. Other accrued liabilities may also include prepetition accruals for which invoices have not been received.

Explain how and when the Debtor intends to pay any past-due post petition debts.

       N/A

8

In re Pacific Sunwear of California, Inc., et al Case No. 16-10882 Reporting Period: 7/3/2016 to 7/30/2016

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING [1]

Accounts Receivable Reconciliation	Amount
Total Accounts Receivable at the beginning of the reporting period	N/A
+ Amounts billed during the period	N/A
- Amounts collected during the period	N/A
Total Accounts Receivable at the end of the reporting period	N/A
Accounts Receivable Aging	Amount
0 - 30 days old	N/A
31 - 60 days old	N/A
61 - 90 days old	N/A
91+ days old	N/A
Total Accounts Receivable	N/A
Amount considered uncollectible (Bad Debt)	N/A
Accounts Receivable (Net)	N/A

[1] Debtors’ customer sales are collected at the time of transaction in the form of cash or credit card payments; therefore the Debtors do not carry significant accounts receivable balances. Certain other accounts receivable for rebates, holdbacks, vendor overpayments and credits, excess merchandise sold to third party resellers, and other non-trade receivables are included in the other current assets line item on the balance sheet.

DEBTOR QUESTIONNAIRE

Must be completed each month	Yes	No
1. Have any assets been sold or transferred outside the normal course of business     this reporting period? If yes, provide an explanation below.		X
2. Have any funds been disbursed from any account other than a debtor in possession     account this reporting period? If yes, provide an explanation below.		X
3. Have all post petition tax returns been timely filed? If no, provide an     explanation below.	X
4. Are workers compensation, general liability and other necessary insurance     coverages in effect? If no, provide an explanation below.	X
5. Has any bank account been opened during the reporting period? If yes, provide     documentation identifying the opened account(s). If an investment account has been opened     provide the required documentation pursuant to the Delaware Local Rule 4001-3.		X

9