THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
_X_X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
- ---------- THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 2,NOVEMBER 1, 1997
OR
___
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
- ---------- THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-18632
THE WET SEAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0415940
(State of Incorporation) (I.R.S. Employer Identification No.)
64 FAIRBANKS
IRVINE, CALIFORNIA 9271892618
(Address of principal executive offices) (Zip code)
(714) 583-9029
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES _X_X NO
___--- ---
The number of shares outstanding of the registrant's Class A Common Stock,
par value $.10 per share, and Class B Common Stock, par value $.10 per share, at
September 12,December 5, 1997 were 10,644,874 and 2,912,665, respectively. There were no
shares of Preferred Stock, par value $.01 per share, outstanding at September 12,December 5,
1997.
THE WET SEAL, INC.
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of August 2,November 1, 1997 (unaudited)
and February 1, 1997................................................3-41997..............................................3-4
Statements of Operations (unaudited) for the 13
and 2639 weeks ended August 2,November 1, 1997 and
August 3, 1996..................5November 2, 1996....................................................5
Statements of Cash Flows (unaudited) for the
2639 weeks ended August 2,November 1, 1997 and
August 3, 1996..................6November 2, 1996....................................................6
Notes to Financial Statements...................................7-8Statements.....................................7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................9-15Operations..............................9-15
PART II. OTHER INFORMATION................................................16INFORMATION..................................................16
SIGNATURE PAGE...................................................17PAGE.....................................................17
THE WET SEAL, INC.
BALANCE SHEETS
NOVEMBER 1, FEBRUARY 1,
1997 1997
------------- -------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $44,616,000 $71,483,000
Marketable securities 39,243,000 17,700,000
Other receivables 3,508,000 1,577,000
Merchandise inventories 28,066,000 22,589,000
Prepaid expenses, including $5,558,000
of prepaid rent as of November 1, 1997 6,427,000 -
Deferred tax charges 693,000 693,000
------------- -------------
Total current assets 122,553,000 114,042,000
------------- -------------
EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Leasehold improvements 66,454,000 55,429,000
Furniture, fixtures and equipment 27,386,000 21,742,000
Leasehold rights 3,692,000 3,342,000
Construction in progress 1,606,000 2,000
------------- -------------
99,138,000 80,515,000
Less accumulated depreciation (55,755,000) (47,285,000)
------------- -------------
Net equipment and leasehold improvements 43,383,000 33,230,000
------------- -------------
OTHER ASSETS:
Deferred tax charges and other assets 6,927,000 6,914,000
Goodwill, net of accumulated amortization of
$600,000 and $566,000 as of November 1, 1997
and February 1, 1997, respectively 532,000 566,000
------------- -------------
Total other assets 7,459,000 7,480,000
------------- -------------
$173,395,000 $154,752,000
------------- -------------
------------- -------------
THE WET SEAL, INC.
BALANCE SHEETS
AUGUST 2,NOVEMBER 1, FEBRUARY 1,
1997 1997
------------ ------------------------- -------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 53,842,000 $ 71,483,000
Marketable securities 28,765,000 17,700,000
Other receivables 2,158,000 1,577,000
Merchandise inventories 32,296,000 22,589,000
Prepaid expenses, including $5,538,000
of prepaid rent as of August 2, 1997 7,002,000 -
Deferred tax charges 693,000 693,000
------------ ------------
Total current assets 124,756,000 114,042,000
------------ ------------
EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Leasehold improvements 61,580,000 55,429,000
Furniture, fixtures and equipment 25,270,000 21,742,000
Leasehold rights 3,342,000 3,342,000
Construction in progress 257,000 2,000
------------ ------------
90,449,000 80,515,000
Less accumulated depreciation (52,922,000) (47,285,000)
------------ ------------
Net equipment and leasehold improvements 37,527,000 33,230,000
------------ ------------
OTHER ASSETS:
Deferred tax charges and other assets 6,918,000 6,914,000
Goodwill, net of accumulated amortization of
$589,000 and $566,000 as of August 2, 1997
and February 1, 1997, respectively 543,000 566,000
------------ ------------
Total other assets 7,461,000 7,480,000
------------ ------------
$169,744,000 $154,752,000
------------ ------------
------------ ------------
See accompanying notes to financial statements
3
THE WET SEAL, INC.
BALANCE SHEETS
AUGUST 2, FEBRUARY 1,
1997 1997
------------ ------------
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $39,323,000$37,523,000 $26,035,000
Accrued liabilities 21,682,00022,022,000 24,064,000
Income taxes payable - 2,152,000
Current portion of long-term debt 2,000,000 2,000,000
------------ ------------------------- -------------
Total current liabilities 63,005,00061,545,000 54,251,000
------------ ------------------------- -------------
LONG-TERM LIABILITIES:
Long-term debt 2,264,0001,764,000 3,264,000
Deferred rent 6,248,0006,380,000 6,117,000
------------ ------------------------- -------------
Total long-term liabilities 8,512,0008,144,000 9,381,000
------------ ------------------------- -------------
Total liabilities 71,517,00069,689,000 63,632,000
------------ ------------------------- -------------
STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 par value, authorized
5,000,000 shares; none issued and outstanding - -
Common Stock, Class A, $.10 par value,
authorized 50,000,000 shares;
10,644,874 and 10,628,874 shares issued and outstanding
at August 2,November 1, 1997 and February 1, 1997, respectively 1,064,000 1,063,000
Common Stock, Class B Convertible, $.10 par value,
authorized 10,000,000 shares;
2,912,665 shares issued and outstanding
at August 2,November 1, 1997 and February 1, 1997, respectively 291,000 291,000
Paid-in capital 56,770,000 56,596,000
Retained earnings 40,102,00045,581,000 33,170,000
------------ ------------------------- -------------
Total stockholders' equity 98,227,000103,706,000 91,120,000
------------ ------------
$169,744,000------------- -------------
$173,395,000 $154,752,000
------------ ------------
------------ ------------------------- -------------
------------- -------------
See accompanying notes to financial statements
4
THE WET SEAL, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
13 WEEKS ENDED 2639 WEEKS ENDED
------------------------------ -------------------------------
--------------------------------
AUGUSTNOVEMBER 1, NOVEMBER 2, AUGUST 3, AUGUSTNOVEMBER 1, NOVEMBER 2, AUGUST 3,
1997 1996 1997 1996
----------- ----------- ------------ -------------------------- ------------- -------------- --------------
SALES $94,254,000 $94,356,000 $189,817,000 $174,931,000$104,435,000 $95,571,000 $294,252,000 $270,502,000
COST OF SALES (INCLUDING BUYING, DISTRIBUTION
AND OCCUPANCY COSTS) 68,917,000 69,570,000 139,039,000 131,107,000
----------- ----------- ------------ ------------(including buying, distribution
and occupancy costs) 74,003,000 69,152,000 213,042,000 200,259,000
-------------- ------------- -------------- --------------
GROSS MARGIN 25,337,000 24,786,000 50,778,000 43,824,00030,432,000 26,419,000 81,210,000 70,243,000
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE 20,470,000 19,695,000 40,667,000 37,959,00021,932,000 20,046,000 62,599,000 58,005,000
-------------- ------------- -------------- --------------
OPERATING INCOME 8,500,000 6,373,000 18,611,000 12,238,000
INTEREST INCOME, NET (990,000) (605,000) (1,704,000) (1,082,000)
----------- ----------- ------------ ------------
NET OPERATING EXPENSES 19,480,000 19,090,000 38,963,000 36,877,000
----------- ----------- ------------ ------------(905,000) (834,000) (2,609,000) (1,916,000)
-------------- ------------- -------------- --------------
INCOME BEFORE PROVISION FOR INCOME TAXES 5,857,000 5,696,000 11,815,000 6,947,0009,405,000 7,207,000 21,220,000 14,154,000
PROVISION FOR INCOME TAXES 2,440,000 2,381,000 4,883,000 2,910,000
----------- ----------- ------------ ------------3,926,000 3,013,000 8,809,000 5,923,000
-------------- ------------- -------------- --------------
NET INCOME $ 3,417,000 $ 3,315,000 $ 6,932,000 $ 4,037,000
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------$5,479,000 $4,194,000 $12,411,000 $8,231,000
-------------- ------------- -------------- --------------
-------------- ------------- -------------- --------------
NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE $ 0.25 $ 0.25 $ 0.50 $ 0.31
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------$0.39 $0.30 $0.89 $0.61
-------------- ------------- -------------- --------------
-------------- ------------- -------------- --------------
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 13,851,502 13,528,612 13,839,357 13,194,191
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------13,899,561 13,838,943 13,868,239 13,508,126
-------------- ------------- -------------- --------------
-------------- ------------- -------------- --------------
See accompanying notes to financial statements
5
THE WET SEAL, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
2639 WEEKS ENDED
--------------------------------
AUGUST-----------------------------------
NOVEMBER 1, NOVEMBER 2, AUGUST 3,
1997 1996
------------ --------------------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,932,000 $ 4,037,000$12,411,000 $8,231,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,660,000 6,236,0008,504,000 9,229,000
Loss on disposal of equipment and leasehold improvements - 2,00070,000
Changes in operating assets and liabilities:
(Increase) decrease in:
Other receivables (581,000) (345,000)(1,931,000) 4,000
Merchandise inventories (9,707,000) (12,961,000)(5,477,000) (9,042,000)
Prepaid expenses (7,002,000) (4,974,000)(6,427,000) (4,578,000)
Other assets (4,000) 20,000(13,000) (976,000)
(Decrease) increase in:
Accounts payable and accrued liabilities 10,906,000 21,558,0009,446,000 14,743,000
Income taxes payable (2,152,000) (3,246,000)(3,354,000)
Deferred rent 131,000 457,000
------------ ------------263,000 668,000
--------------- ---------------
Total adjustments (2,749,000) 6,747,000
------------ ------------2,213,000 6,764,000
--------------- ---------------
Net cash provided by operating activities 4,183,000 10,784,000
------------ ------------14,624,000 14,995,000
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities 11,000,00015,365,000 -
Investment in equipment and leasehold improvements (9,934,000) (3,427,000)(18,623,000) (6,542,000)
Investment in marketable securities (22,065,000)(36,908,000) -
------------ --------------------------- ---------------
Net cash used in investing activities (20,999,000) (3,427,000)
------------ ------------(40,166,000) (6,542,000)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (1,000,000) (2,736,000)(1,500,000) (3,236,000)
Proceeds from issuance of stock 175,000 16,115,000
------------ ------------16,174,000
--------------- ---------------
Net cash (used in) provided by financing activities (825,000) 13,379,000
------------ ------------(1,325,000) 12,938,000
--------------- ---------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (17,641,000) 20,736,000(26,867,000) 21,391,000
CASH AND CASH EQUIVALENTS, beginning of period 71,483,000 57,153,000
------------ --------------------------- ---------------
CASH AND CASH EQUIVALENTS, end of period $ 53,842,000 $ 77,889,000
------------ ------------
------------ ------------$44,616,000 $78,544,000
--------------- ---------------
--------------- ---------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $186,000 $316,000$267,000 $432,000
Income taxes 8,401,000 6,155,00011,669,000 10,288,000
SCHEDULE OF NONCASH TRANSACTIONS:
During the twenty-sixthirty-nine weeks ended August 3,November 2, 1996, the Company reduced
certain estimated liabilities assumed in connection with the acquisition of
Contempo Casuals. As a result, a reduction in accounts payable of $1,481,000
was recorded with a corresponding reduction in fixed assets.
See accompanying notes to financial statements
6
THE WET SEAL, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION:
The information set forth in these financial statements is unaudited except
for the February 1, 1997 balance sheet. These statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation have been included. The
results of operations for the 13 and 2639 weeks ended August 2,November 1, 1997 are not
necessarily indicative of the results that may be expected for the year ending
January 31, 1998. For further information, refer to the financial statements
and notes thereto included in the Company's Annual Report for the year ended
February 1, 1997.
Effective February 2, 1997, Contempo Casuals, Inc. was merged with and into
The Wet Seal, Inc. forming one legal entity.
NOTE 2 - LINE OF CREDIT AND LOAN PAYABLE TO BANK:
Under an unsecured revolving line-of-credit arrangement with Bank of
America National Trust and Savings Association ("Bank of America"), the Company
may borrow up to a maximum of $30 million on a revolving basis through July 1,
1998. The cash borrowings under the arrangement bear interest at Bank of
America's prime rate or, at the Company's option, LIBOR plus 1.75%. As of
August 2,November 1, 1997, the Company had no borrowings outstanding under the credit
arrangement.
In June 1995, the Company entered into an unsecured five-year, $10 million
term loan. The loan bears interest at Bank of America's prime rate plus .25%0.25%
or, at the Company's option, LIBOR plus 1.75%. The estimated annual principal
payments on the loan are $2,000,000 payable in quarterly installments of
$500,000 which commenced October 31, 1995. As of August 2,November 1, 1997, the loan hashad
a remaining outstanding balance of $4,264,000.$3,764,000.
The credit arrangement and the term loan impose quarterly and annual
financial covenants requiring the Company to maintain
7
NOTE 2 - LOAN PAYABLE TO BANK AND LINE OF CREDIT (CONTINUED):
certain financial ratios and achieve certain levels of annual income. In
addition, the credit arrangement and the term loan require that Bank of America
approve the payment of dividends and restrict the level of capital expenditures.
At August 2,November 1, 1997, the Company was in compliance with these covenants.
NOTE 3 - EARNINGS PER COMMON SHARE:
Earnings per common share are based on the weighted average number of
common and common stock equivalent shares outstanding, if dilutive, during the
periods.periods indicated.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128")
which is effective for financial statements issued for periods ending after
December 15, 1997. SFAS No. 128 requires the disclosure of basic and diluted
earnings per share. For the periods ended August 2,November 1, 1997 and August 3,November 2,
1996, the amount reported as net income per common and common equivalent share
is not materially different than that which would have been reported for basic
and diluted earnings per share in accordance with SFAS No. 128.
8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The Company is one of the largest national mall-based specialty retailers,
focusing primarily on young women's apparel, and as of September
12,December 5, 1997,
operates 367operated 388 retail stores in 3438 states and Puerto Rico under the names "Wet
Seal", "Contempo Casuals", "Limbo Lounge" and "Next". The Company sells
moderately priced, fashionable, casual apparel and accessory items designed for
consumers with a young, active lifestyle.
On July 1, 1995, the Company acquired Contempo Casuals.Casuals, Inc. The
acquisition increased the number of stores the Company operatesoperated by 237 stores.
Acquiring Contempo Casuals enabled the Company to significantly reduce fixed
expenses as a percentage of sales through the consolidation and integration of
the two companies' management teams, corporate offices and distribution centers.
This process was substantially completed at the time of the acquisition.
As of August 2,November 1, 1997, the Company operated 368375 stores as compared to 364361
stores as of August 3,November 2, 1996, the end of the secondthird quarter of fiscal 1996. The
Company opened 1426 stores during the period from August 4,November 3, 1996 to August 2,November 1,
1997 and closed ten12 stores.
Effective February 2, 1997, Contempo Casuals, Inc. was merged with and into
The Wet Seal, Inc., forming one legal entity. For financial reporting purposes,
Wet Seal and Contempo Casuals have been reported on a consolidated basis since
the original acquisition on July 1, 1995.
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Company's Financial Statements
and the Notes related thereto.
RESULTS OF OPERATIONS
THE 13 WEEKS ENDED AUGUST 2,NOVEMBER 1, 1997 (SECOND(THIRD QUARTER OF FISCAL 1997) AS COMPARED
TO THE 13 WEEKS ENDED AUGUST 3,NOVEMBER 2, 1996 (SECOND(THIRD QUARTER OF FISCAL 1996)
Sales in the secondthird quarter of fiscal 1997 were $94,254,000$104,435,000 compared to
sales in the secondthird quarter of fiscal 1996 of $94,356,000, a decrease$95,571,000, an increase of
$102,000$8,864,000 or 0.1%9.3%. The dollar decreaseincrease in sales was primarily due to a
decreasean
increase of 1.6%5.7% in comparable store sales. Comparable store sales are defined
as sales in
9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED:
sales in stores that were open throughout the full fiscal year and throughout
the full prior fiscal year. The decrease in comparable storeFurther contributing to the sales increase was offset
somewhat by the
opening of 1426 new stores during the period from November 3, 1996 to November 1,
1997 with a higher sales productivity per store than the ten12 closed stores.stores in the
same period. The increase in sales was also somewhat attributable to the
increase in Frequent Buyer Card sales which increased by 0.5% as a percentage of
total sales in the third quarter of fiscal 1997 compared to the third quarter of
fiscal 1996. A Frequent Buyer Card is purchased by a customer for a $20 annual
fee which then entitles the customer to a 10% discount on merchandise purchases
for one year.
Cost of sales, including buying, distribution and occupancy costs, was
$68,917,000$74,003,000 in the secondthird quarter of fiscal 1997 compared to $69,570,000$69,152,000 in the
secondthird quarter of fiscal 1996, a decreasean increase of $653,000.$4,851,000. The dollar decreaseincrease in
cost of sales was due primarily to a decreasethe increase in the cost of
merchandise.sales. As a percentage of
sales, cost of sales decreased from 73.7%72.4% in the secondthird quarter of fiscal 1996 to
73.1%70.9% in the secondthird quarter of fiscal 1997, a decrease of 0.6%1.5%. This decrease in
cost of sales as a percentage of sales was related to a decrease in occupancy
costs of 1.2%, a decrease in the cost of merchandise as a percentage of sales of 0.7%0.3% and a decrease in
distribution costs as a percentage of sales
of 0.4%0.1%, offset somewhatslightly by an increase in occupancy costs of 0.4% and an increase in buying costs of
0.1%. The decrease in occupancy costs of 1.2% was associated primarily with the
improved leverage of occupancy costs due to the increase in comparable store
sales. Included in this was a reduction in rents of approximately 0.1% of sales
due to lease renegotiations. The Company anticipates occupancy costs will
increase in future periods due to higher depreciation expenses associated with
new and remodeled stores as compared to the lower depreciation for the acquired
Contempo Casuals stores as a result of the favorable acquisition price. The
decrease in the cost of merchandise was due to a decrease in the provision for inventory shrinkmarkdowns as a
percentage of sales in the secondthird quarter of fiscal 1997 as compared to the secondthird
quarter of fiscal 1996, offset somewhat by an increase in markdowns. The decrease in distribution
costs was due to a decrease in the number of units processedprovision for
the quarter
due to a reduction in receipts resulting from slower than planned sales early
in the second quarter. The increase in occupancy costs was associated
primarily with the reduced leverage in fixed costs which was due to the
decrease in comparable store sales.inventory shrink.
Selling, general and administrative expense was $20,470,000$21,932,000 in the secondthird
quarter of fiscal 1997 compared to $19,695,000$20,046,000 in the secondthird quarter of fiscal
1996, an increase of $775,000$1,886,000 or 3.9%9.4%. The dollar increase in selling,
general and administrative expense was primarily duerelated to anthe increase in
store wages.sales. As a percentage of sales, selling, general and administrative expense
increased from 20.9%was 21.0% in both the second quarter of fiscal
1996 to 21.7% in the secondthird quarter of fiscal 1997 an increaseand the third quarter of
0.8%. The
increase as a percentage of sales was related to the reduced leverage of the
fixed components of this expense, primarily store wages, as a result of the
decrease in comparable store sales.fiscal 1996.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
Interest income, net, was $990,000$905,000 in the secondthird quarter of fiscal 1997
compared to $605,000$834,000 in the secondthird quarter of fiscal 1996, an increase of
$385,000.$71,000. The increase was due to an increase in the average cash balance
invested in the current year period as compared to the prior year.
10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Income tax provision was $2,440,000$3,926,000 in the secondthird quarter of fiscal 1997
compared to $2,381,000$3,013,000 in the secondthird quarter of fiscal 1996. The effective tax
rate was 41.7% in the current year period compared to 41.8% in the prior year.
Due to the factors noted above, net income was $3,417,000$5,479,000 in the secondthird
quarter of fiscal 1997 compared to $3,315,000$4,194,000 in the secondthird quarter of fiscal
1996. As a percentage of sales, net income was 3.6%5.2% in the secondthird quarter of
fiscal 1997 compared to 3.5%4.4% in the secondthird quarter of fiscal 1996.
THE 2639 WEEKS ENDED AUGUST 2,NOVEMBER 1, 1997 (SECOND(THIRD QUARTER YEAR TO DATE OF FISCAL 1997)
AS COMPARED TO THE 2639 WEEKS ENDED AUGUST 3,NOVEMBER 2, 1996 (SECOND(THIRD QUARTER YEAR TO DATE
OF FISCAL 1996)
Sales in the 2639 weeks ended August 2,November 1, 1997 were $189,817,000$294,252,000 compared to
sales in the 2639 weeks ended August 3,November 2, 1996 of $174,931,000,$270,502,000, an increase of
$14,886,000$23,750,000 or 8.5%8.8%. The dollar increase in sales was primarily due to an
increase of 6.1%5.9% in comparable store sales. Further contributing to the sales
increase was the opening of 1426 new stores during the period from November 3,
1996 to November 1, 1997 with a higher sales productivity per
store than the ten12 closed stores.stores in the same period. The increase in sales is
also somewhat attributable to the increase in Frequent Buyer Card sales which
increased by 0.5% as a percentage of total sales in the third quarter year to
date of fiscal 1997 compared to the third quarter year to date of fiscal 1996.
Cost of sales, including buying, distribution and occupancy costs, was
$139,039,000$213,042,000 in the secondthird quarter year to date of fiscal 1997 compared to
$131,107,000$200,259,000 in the secondthird quarter year to date of fiscal 1996, an increase of
$7,932,000$12,783,000 or 6.1%6.4%. The dollar increase in cost of sales was due primarily to
the increase in sales. As a percentage of sales, cost of sales decreased from
74.9%74.0% in the secondthird quarter year to date of fiscal 1996 to 73.2%72.4% in the secondthird
quarter year to date of fiscal 1997, a decrease of 1.7%1.6%. This decrease in cost
of sales as a percentage of sales was related primarily to a decrease in
occupancy costs of 1.6%1.5%, a decrease in the cost of merchandise of 0.1% and a
decrease in distribution costs of 0.1%, offset slightly by an increase in buying
costs of 0.1%. The decrease in occupancy costs of 1.5% was associated primarily
with the improved leverage
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
of occupancy costs due to the increase in comparable store sales as well as a
decrease in depreciation of 0.4% as a percentage of sales. On a per store
basis, depreciation decreased 4.7% as compared to the prior year resulting from
the impact of fully depreciabledepreciated assets. This is somewhat offset by theThe Company anticipates occupancy costs
will increase in the averagefuture periods due to higher depreciation forexpenses associated
with new and remodeled stores as compared to the lower depreciation for the
acquired Contempo Casuals stores as a result of the favorable acquisition price.
Selling, general and administrative expense was $40,667,000$62,599,000 in the secondthird
quarter year to date of fiscal 1997 compared to $37,959,000$58,005,000 in the secondthird quarter
year to date of fiscal 1996, an increase of $2,708,000$4,594,000 or 7.1%7.9%. The dollar
increase in selling, general and administrative expense was primarily related to
the increase in sales. As a percentage of sales, selling, general and
11
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
administrative expense decreased from 21.7%21.4% in the secondthird quarter year to date of
fiscal 1996 to 21.4%21.3% in the secondthird quarter year to date of fiscal 1997, a
decrease year to date of 0.3%0.1%. The slight decrease as a percentage of sales was
related to the leverage of the fixed components of this expense, as a result of
the increase in comparable store sales.
Interest income, net, was $1,704,000$2,609,000 or 0.9% of sales, in the secondthird quarter
year to date of fiscal 1997 compared to $1,082,000$1,916,000 or 0.7% of sales in the secondthird
quarter year to date of fiscal 1996, an increase of $622,000.$693,000. The increase was
due primarily to an increase in the average cash balance invested in the current
year period as compared to the prior year.
Income tax provision was $4,883,000$8,809,000 in the secondthird quarter year to date of
fiscal 1997 compared to $2,910,000$5,923,000 in the secondthird quarter year to date of fiscal
1996. The effective tax rate was 41.3%41.5% compared to 41.9%41.8% in the prior year.
Net income was $6,932,000$12,411,000 in the secondthird quarter year to date of fiscal 1997
compared to $4,037,000$8,231,000 in the secondthird quarter year to date of fiscal 1996. As a
percentage of sales, net income was 3.7%4.2% in the secondthird quarter year to date of
fiscal 1997 compared to 2.3%3.0% in the secondthird quarter year to date of fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at August 2,November 1, 1997 was $61,751,000$61,008,000 compared to $59,791,000
at February 1, 1997, an increase of $1,960,000.$1,217,000. The Company's primary source of
working capital has historically been cash flows from operating activities. Net
cash flows
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
provided by operating activities for the 2639 weeks ended August 2,November 1, 1997 was
$4,183,000$14,624,000 compared to $10,784,000$14,995,000 for the 2639 weeks ended August 3,November 2, 1996.
Inventory increased $9,707,000$5,477,000 at August 2,November 1, 1997 compared to the fiscal
year end due to the seasonal nature of the business; inventory levels are
typically at a low point at year end. The increase in accounts payable and
accrued liabilities of $10,906,000$9,446,000 more than offset this increase in inventory
due to the terms of the payments in relation to the receipt of the inventory.
In the secondthird quarter year to date of fiscal 1997, the Company invested
$9,934,000$18,623,000 in equipment and leasehold improvements. These expenditures related
primarily to the seven18 stores opened and the 1522 stores remodeled in the first and secondthree
quarters of fiscal 1997 along with construction in progress for 16 additional
new and four remodeled stores.stores and a new corporate office and distribution
center. The Company currently
12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED estimates that the capital expenditures for the
remainder of fiscal 1997 will be approximately $20,000,000.$11,000,000. These planned
expenditures relate primarily to new store openings and remodeling of existing
stores as well as athe new corporate office and distribution center.
Under an unsecured revolving line-of-credit arrangement with Bank of
America, the Company may borrow up to a maximum of $30 million on a revolving
basis through July 1, 1998. The cash borrowings under the arrangement bear
interest at Bank of America's prime rate or, at the Company's option, LIBOR plus
1.75%. As of August 2,November 1, 1997, the Company had no borrowings outstanding under
the credit arrangement.
In June 1995, the Company entered into an unsecured five-year, $10 million
term loan. The loan bears interest at Bank of America's prime rate plus .25%0.25%
or, at the Company's option, LIBOR plus 1.75%. The estimated annual principal
payments on the loan are $2,000,000 payable in quarterly installments of
$500,000 which commenced October 31, 1995. As of August 2,November 1, 1997, the loan hashad
a remaining outstanding balance of $4,264,000.$3,764,000.
The credit arrangement and the term loan impose quarterly and annual
financial covenants requiring the Company to maintain certain financial ratios
and achieve certain levels of annual income. In addition, the credit
arrangement and the term loan require that Bank of America approve the payment
of dividends and restrict the level of capital expenditures. At August 2,November 1,
1997, the Company was in compliance with these covenants.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
The Company invests its excess funds primarily in a short-term investment
grade money market fund, investment grade commercial paper and U.S. Treasury and
Agency obligations. Management believes the Company's working capital and cash
flows from operating activities will be sufficient to meet operating and capital
requirements infor the foreseeable future.
SEASONALITY AND QUARTERLY OPERATING RESULTS
The Company's business is seasonal by nature with the Christmas season
(beginning the week of Thanksgiving and ending the first Saturday after
Christmas) and the back-to-school season (beginning the last week of July and
ending the first week of September) historically accounting for the largest
percentage of sales volume. In the Company's three previous fiscal years, the
Christmas and back-to-school seasons together accounted for an average of
approximately 32% of the Company's annual sales, after 13
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
adjusting for sales
increases related to new stores. The Company does not believe that inflation
has had a material effect on the results of operations during the past three
years. However, there can be no assurance that the Company's business will not
be affected by inflation in the future.
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
Certain sections of this Quarterly Report on Form 10-Q, including the
preceding "Management's Discussion and Analysis of Financial Condition and
Results of Operations,"Operations", contain various forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended, which represent the Company's expectations or beliefs concerning future
events. The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward looking statements, including, without limitation, the
retention by the Company of suppliers for both brand name and Company-developed
merchandise, the ability of the Company to expand and to increase comparable
store sales, the sufficiency of the Company's working capital and cash flows
from operating activities, a decline in demand for the merchandise offered by
the Company, the ability of the Company to locate and obtain acceptable store
sites and lease terms or renew existing leases, the ability of the Company to
obtain adequate merchandise supply, the ability of the Company to hire and train
employees, the ability of the Company to gauge the fashion tastes of its
customers and provide merchandise that satisfies customer demand, management's
ability to manage the
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
Company's expansion, the effect of economic conditions, the effect of severe
weather or natural disasters and the effect of competitive pressures from other
retailers. The Company undertakes no obligation to update any forward looking
statement or statements to reflect events or circumstances after the date on
which such statement or statements were made.
NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128")
which is effective for financial statements issued for periods ending after
December 15, 1997. SFAS No. 128 requires the disclosure of basic and diluted
earnings per share. For the periods ended August 2,November 1, 1997 and August 3,November 2,
1996, the amount reported as net income per common and common equivalent share
is not materially different than that which 14
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
would have been reported for basic
and diluted earnings per share in accordance with SFAS No. 128.
15
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS.
The Company is not party to any material legal proceedings, other than ordinary
routine litigation incidental to the Company's business.
ITEM 2 - CHANGES IN SECURITIES. Not ApplicableNone
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES. Not ApplicableNone
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held its most recent annual meeting on June 17, 1997. Class
A shares are entitled to one vote per share. Class B shares are entitled to
two votes per share. At this meeting, the Company's shareholders elected
George H. Benter, Jr., Kathy Bronstein, Stephen Gross, Walter F. Loeb,
Wilfred Posluns, Gerald Randolph, Alan Siegel, Irving Teitelbaum and Edmond
Thomas to the Board of Directors with an affirmative vote of at least
9,168,980 Class A shares and 2,912,665 Class B shares for each director, with
no more than 99,309 Class A shares voting against any director. The
shareholders ratified the proposal to increase the number of authorized
shares with an affirmative vote of 3,116,366 Class A shares and 2,912,665
Class B shares, with 3,878,430 Class A shares voting against. The
shareholders ratified and approved the 1996 Long-Term Incentive Plan with an
affirmative vote of 3,563,964 Class A shares and 2,912,665 Class B shares,
with 3,450,693 Class A shares voting against. The shareholders also ratified
the Company's selection of Deloitte & Touche LLP as the independent certified
public accountants for the fiscal year ending January 31, 1998 with an
affirmative vote of 9,245,094 Class A shares and 2,912,665 Class B shares,
with 3,808 Class A shares voting against. The proposal to divide the board
of directors into three classes did not pass, as it received an affirmative
vote of 1,481,616 Class A shares and 2,912,665 Class B shares, while
5,512,946 Class A shares voted against the proposal. The proposal to require
a 75% approval rate for business combinations also did not pass, as it
received an affirmative vote of 1,347,783 Class A shares and 2,912,665 Class
B shares, while 5,647,651 Class A shares voted against the proposal.None
ITEM 5 - OTHER INFORMATION. Not ApplicableNone
ITEM 6(a) - EXHIBITS. Not ApplicableNone
ITEM 6(b) - REPORTS ON FORM 8-K.
Not Applicable
16The Company filed a Current Report on Form 8-K dated August 19, 1997, SEC File
No. 0-18632, on August 25, 1997, reporting the adoption of a shareholder rights
plan.
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 thereunto duly authorized.
The Wet Seal, Inc.
(Registrant)
Date: SeptemberDecember 12, 1997 /S/KATHY BRONSTEIN
-------------------------------------------------------------- ---------------------------------------
Kathy Bronstein
Vice Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: SeptemberDecember 12, 1997 /S/EDMOND THOMAS
-------------------------------------------------------------- ---------------------------------------
Edmond Thomas
President and
Chief Operating Officer
Date: SeptemberDecember 12, 1997 /S/ANN CADIER KIM
-------------------------------------------------------------- ---------------------------------------
Ann Cadier Kim
Vice President of Finance
and Chief Financial Officer (Principal
Financial and Accounting Officer)
17