Pacific Sunwear of California, Inc. reported sales in the second quarter ended Aug. 2 were $215.2 million versus net sales from continuing operations of $197.3 million for the second quarter of fiscal 2012 ended July 28, 2012. Comparable store sales increased 3 percent.

On a GAAP basis, the company reported a loss from continuing operations of $19.2 million, or 28 cents per diluted share, for the second quarter of fiscal 2013, compared to a loss from continuing operations of $18.0 million, or 27 cents, for the second quarter of fiscal 2012. The loss from continuing operations for the company's second quarter of fiscal 2013 included a non-cash loss of $21.2 million, or 31 cents per diluted share, compared to a non-cash loss of $8.2 million, or 12 cents per diluted share, for the second quarter of fiscal 2012 related to the derivative liability that resulted from the issuance of the Convertible Series B Preferred Stock (the “Series B Preferred”) in connection with the term loan financing the company completed in December 2011.

On a non-GAAP basis, excluding the non-cash loss on the derivative liability and store closure related charges, and using a normalized annual income tax rate of approximately 37 percent, income from continuing operations for the second quarter of fiscal 2013 was $1.2 million, or 2 cents per diluted share, as compared to a loss from continuing operations of $6.1 million, or 10 cents per diluted share, for the same period a year ago. The 53rd week retail calendar shift contributed approximately 3 cents per share of the 12 cents per diluted share improvement compared to last year.

“We are pleased with our strong performance as evidenced by our sixth consecutive quarter of both positive comparable store sales growth and higher merchandise margins,” said Gary H. Schoenfeld, President and Chief Executive Officer. “We believe our customers are beginning to recognize and appreciate our diverse lens toward California lifestyle and our curated assortment of great brands and distinctive style which together are reestablishing PacSun's unique identity.”

Financial Outlook for Third Fiscal Quarter of 2013

The company's guidance range for the third quarter of fiscal 2013 contemplates a non-GAAP loss per diluted share from continuing operations of between negative $0.09 and negative $0.04 and includes the impact of the 53rd week retail calendar shift.

The forecasted third quarter non-GAAP loss from continuing operations per diluted share guidance range is based on the following assumptions:


  • Comparable store sales from negative 1 percent to plus 3 percent;
  • An estimated $13 million reduction in revenue, a nearly 300 basis point decrease in gross margin, and a corresponding reduction of approximately $0.06 per diluted share as a result of the 53rd week retail calendar shift;
  • Revenue from $202 million to $209 million;
  • Gross margin rate, including buying, distribution and occupancy, of 25 percent to 27 percent;
  • SG&A expenses in the range of $55 million to $57 million; and
  • Applicable non-GAAP adjustments are tax effected using a normalized annual income tax rate of approximately 37 percent.
  • The company's third fiscal quarter of 2013 guidance range excludes the quarterly impact of the change in the fair value of the derivative liability due to the inherently variable nature of this financial instrument.
Discontinued Operations

In accordance with applicable accounting literature and consistent with the company's financial statement presentation in its fiscal 2012 annual report, the company has reclassified the results of operations of its closed stores as discontinued operations for all periods presented, as applicable.

Derivative Liability

In fiscal 2011, as a result of the issuance of the Series B Preferred in connection with the company's $60 million senior secured term loan financing with an affiliate of Golden Gate Capital, the company recorded a derivative liability equal to approximately $15 million, which represents the fair value of the Series B Preferred upon issuance. In accordance with applicable U.S. GAAP, the company has marked this derivative liability to fair value through earnings and will continue to do so on a quarterly basis until the shares of Series B Preferred are either converted into shares of the company's common stock or until the conversion rights expire (December 2021). A key driver used in determining the fair value of the derivative liability each quarter is the company's stock price. As the stock price increases, the fair value of the derivative liability generally will also increase. For example, the company's stock price for the second quarter of fiscal 2013 ended August 3, 2013, was $4.47 compared to $2.81 for the first quarter of fiscal 2013 ended May 4, 2013, which resulted in a non-cash loss of $21.2 million in the second quarter.

As of August 29, 2013, the company operates 638 stores in all 50 states and Puerto Rico.

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.

























































































































































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






For the Second Quarter Ended For the First Half Ended

August 3, 2013 July 28, 2012 August 3, 2013 July 28, 2012





Net sales $ 215,245 $ 197,291 $ 385,082 $ 359,554
Gross margin 63,670 54,146 106,374 92,263
SG&A expenses 58,395 60,287 112,209 116,232
Operating income (loss) 5,275 (6,141) (5,835) (23,969)
Loss on derivative liability 21,154 8,219 30,444 1,886
Interest expense, net 3,439 3,454 6,986 6,763
Loss from continuing operations before income taxes (19,318) (17,814) (43,265) (32,618)
Income taxes (74) 163 160 523
Loss from continuing operations (19,244) (17,977) (43,425) (33,141)
Income (loss) from discontinued operations, net of tax 439 (20)
Net loss $ (19,244) $ (17,538) $ (43,425) $ (33,161)





Loss from continuing operations per share:



Basic and diluted $ (0.28) $ (0.27) $ (0.64) $ (0.49)
Income (loss) from discontinued operations per share:



Basic and diluted $ – $ 0.01 $ – $ –
Net loss per share:



Basic and diluted $ (0.28) $ (0.26) $ (0.64) $ (0.49)
Weighted-average shares outstanding:



Basic and diluted 68,464 67,738 68,353 67,662