Pacific Sunwear of California, Inc. reported sales from continuing operations for the fourth quarter slid 1.4 percent to $234.2 million from $237.6 million in the same period the prior year. Total company same-store sales were flat during the period. On a GAAP basis, the company reported a net loss of $38.1 million, or 56 cents per share, for the fourth quarter of fiscal 2011, compared to a
net loss of $35.2 million, or 53 cents, a year ago.

The net loss for the company's fourth quarter of fiscal 2011 included a non-cash loss of $5.0 million, or 8 cents per share, related to a derivative liability that resulted from the issuance of the Convertible Series B Preferred Stock in connection with the term loan financing the company completed in December 2011 which was not reflected in its prior guidance.

On a non-GAAP basis, excluding store closure charges of $7.2 million and the non-cash loss on derivative liability of $5.0 million (net of tax effects), and using a normalized annual income tax rate of approximately 37 percent, the company's net loss for the fourth quarter of fiscal 2011 would have been $13.1 million, or 19 cents per share, as compared to a net loss of $20.6 million, or 31 cents, for the same period a year ago.

Analysts polled by Thomson Reuters I/B/E/S expected a loss of 22 cents a share on revenue of $245.4 million.

The company ended fiscal 2011 with 733 stores, as compared to 852 as of
the end of fiscal 2010. The company closed 87 stores in the fourth
quarter of fiscal 2011.

“Our sales trends improved as we moved further into the Holiday Season resulting in flat comparable store sales for the quarter and an improvement in merchandise margins, compared to the fourth quarter last year,” said Gary H. Schoenfeld, president and chief executive officer. “We similarly finished the fiscal year with nearly flat same-store sales and remain focused on the key merchandising, in-store and digital initiatives that we believe are critical to successfully rebuilding the PacSun brand and our position in the marketplace.”

Full Year Results

Total net sales from continuing operations for fiscal 2011 were $833.8 million versus net sales of $837.1 million for fiscal 2010. Total company same-store sales declined 1 percent during fiscal 2011.

On a GAAP basis, the company reported a net loss of $106.4 million, or $1.60 per share, for the 2011 fiscal year, compared to a net loss of $96.6 million, or $1.46 per share, for the 2010 fiscal year.

On a non-GAAP basis, excluding store closure charges of $12.0 million and the non-cash loss on derivative liability of $5.0 million (net of tax effects), and using a normalized annual income tax rate of approximately 37%, the company's net loss for fiscal 2011 would have been $51.3 million, or 77 cents per share, as compared to a net loss of $58.3 million, or 88 cents per share, for the same period a year ago.

Financial Outlook for First Fiscal Quarter of 2012

The company's guidance range for the first quarter of fiscal 2012 contemplates a non-GAAP net loss from continuing operations of between $(0.26) and $(0.34) per share.

Wall Street analysts on average had expected a loss of 24 cents a share.

The forecasted first quarter non-GAAP net loss per share guidance range is based on the following assumptions:
       
          —  Same-store sales of negative 4 percent to plus 1 percent;
          —  Gross margin rate, including buying, distribution and occupancy, of 17 percent to 20 percent;
          —  SG&A expenses in the range of $59 million to $61 million; and
          —  A normalized annual income tax rate of approximately 37 percent.

The company's first fiscal quarter of 2012 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

As required under applicable accounting rules, the results of operations of all stores that meet the related accounting criteria have been reclassified as discontinued operations for all periods presented herein. For fiscal 2011 and 2010, all of the company's store closures met the criteria for discontinued operations presentation.

Derivative Liability

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 $15.0 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 market 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 PacSun common stock or until the conversion rights expire (December 2021). The company's first fiscal quarter of 2012 earnings guidance 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. 

                   PACIFIC SUNWEAR OF CALIFORNIA, INC.
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                          (In thousands, except per share data)
        
        
                                    Fourth Quarter Ended    Fiscal Year Ended
                                    --------------------  ---------------------
        
                                     January    January    January     January
                                       28,        29,        28,         29,
                                       2012       2011       2012        2011
                                    ---------  ---------  ----------  ---------
        
          Net sales                  $234,169   $237,593    $833,751   $837,116
          Gross margin                 44,885     43,210     180,793    186,774
        
          SG&A expenses                67,957     73,049     261,169    269,268
                                    ---------  ---------  ----------  ---------
          Operating loss             (23,072)   (29,839)    (80,376)   (82,494)
        
          Other expense, net            7,150        432       9,441        930
                                    ---------  ---------  ----------  ---------
          Loss before income taxes   (30,222)   (30,271)    (89,817)   (83,424)
        
          Income tax expense              280        335         806        917
                                    ---------  ---------  ----------  ---------
          Loss from continuing
           operations               $(30,502)  $(30,606)   $(90,623)  $(84,341)
          Loss from discontinued
           operations, net of tax
           effects                    (7,590)    (4,586)    (15,800)   (12,307)
                                    ---------  ---------  ----------  ---------
        
          Net Loss                  $(38,092)  $(35,192)  $(106,423)  $(96,648)
                                    =========  =========  ==========  =========
        
          Loss from continuing
           operations per share:
        
           Basic and Diluted          $(0.45)    $(0.46)     $(1.36)    $(1.28)
                                    =========  =========  ==========  =========
          Loss from discontinued
           operations per share:
        
           Basic and Diluted          $(0.11)    $(0.07)     $(0.24)    $(0.18)
                                    =========  =========  ==========  =========
          Net loss per share:
        
           Basic and Diluted          $(0.56)    $(0.53)     $(1.60)    $(1.46)
                                    =========  =========  ==========  =========
        
          Weighted average shares
           outstanding:
        
           Basic and Diluted           67,428     66,108      66,708     65,989
                                    =========  =========  ==========  =========