THE UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended May 3,November 1, 2003

OR

Commission file number 0-18632

THE WET SEAL, INC.

(Exact name of registrant as specified in its charter)

(949) 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    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12(b)-2 of HR Exchange Act)    Yes  x    No  ¨

The number of shares outstanding of the registrant’s Class A Common Stock and Class B Common Stock, par value $.10 per share, at June 5,December 9, 2003 were 24,983,524was 25,530,528 and 4,604,249,4,502,833, respectively. There were no shares of Preferred Stock, par value $.01 per share, outstanding at June 5,December 9, 2003.

THE WET SEAL, INC.

FORM 10-Q

Index

THE WET SEAL, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(UNAUDITED)

(IN THOUSANDS)

See accompanying notes to unaudited consolidated condensed financial statements.

THE WET SEAL, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

See accompanying notes to unaudited consolidated condensed financial statements.

THE WET SEAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

See accompanying notes to unaudited consolidated condensed financial statements.

THE WET SEAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

See accompanying notes to unaudited consolidated condensed financial statements.

THE WET SEAL, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1—1 – Basis of Presentation and significant accounting policies:

Basis of Presentation

The information set forth in these consolidated condensed financial statements is unaudited. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America for complete financial statements. Certain reclassifications have been made to 2002 financial statements to conform with the 2003 presentation.

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 quarter ended May 3,November 1, 2003 are not necessarily indicative of the results that may be expected for the year ending January 31, 2004 (fiscal 2003).2004. For further information, refer to the consolidated financial statements and notes thereto included in the Annual Report of The Wet Seal, Inc. (the “Company”)Company) for the year ended February 1, 2003.

New Accounting Pronouncements

In November 2001, the FASBFinancial Accounting Standards Board (FASB) issued SFASStatement of Financial Accounting Standards (SFAS) No. 143 “Accounting for Asset Retirement Obligations,” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS No. 143 did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

In July 2002, the FASB issued SFAS 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses financial accounting and reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force (EITF) Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized

when the liability is incurred. Under IssueEITF 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at the date of an

entity’s commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. The Company adopted the provisions of SFAS 146 for exit or disposal activities initiated after December 31, 2002.

In November 2002, the FASB issued FASB Interpretation (“FIN”) No.(FIN) 45, “Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others,” an interpretation of FASB Statements No. 5, 57 and 107, and rescission of FASB Interpretation No.FIN 34, “Disclosure of Indirect Guarantees of Indebtedness of Others.” FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002 while the provisions of the disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of this interpretation did not have a material impact on the Company’s results of operations or financial position.

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities,” an interpretation of ARB No. 51. FIN No. 46 requires that variable interest entities be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. FIN No. 46 also requires disclosures about variable interest entities that companies are not required to consolidate but in which a company has a significant variable interest. The consolidation requirements of FIN No. 46 will apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements will apply to entities established prior to January 31, 2003 in the first fiscal year or interim period beginning after June 15, 2003. The disclosure requirements will apply in all financial statements issued after January 31, 2003. The Company believes the adoption of FIN No. 46 will have no impact on its results of operations or financial position, as the Company has no interests in variable interest entities.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope, which may

have previously been reported as equity, as a liability (or an asset

in some circumstances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is generally effective at the beginning of the first interim period beginning after June 15, 2003. The Company does not believe that the adoption of SFAS No. 150 will have a significant impact on its results of operations, financial position or cash flows.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Compensation – Transition and Disclosure—Disclosure – an amendment of FASB Statement No. 123.” This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statementstatement amends the disclosure requirement of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal years ending after December 15, 2002. The Company determined not to adopt the fair value based method of accounting for stock-based employee compensation, but did adopt the additional disclosure requirements of SFAS 148 in fiscal 2002.

Stock Based Compensation

The Company continues to account for its stock-based awards using the intrinsic value method in accordance with APB No. 25, “Accounting for Stock Issued to Employees,” and its related interpretations. Accordingly, no compensation expense has been recognized in the consolidated financial statements for employee incentive stock options or nonqualified stock options.

SFAS No. 123, “Accounting for Stock-Based Compensation,” requires the disclosure of pro forma net income and earnings per share had the Company adopted the fair value method as of the beginning of fiscal 1995. Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option-pricingoption pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company’s stock-optionstock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values.

The Company’s calculations were made using the Black-Scholes option-pricingoption pricing model with the following weighted average assumptions:

The Company’s calculations are based on a valuation approach and forfeitures are recognized as they occur. If the computed fair values of the stock option awards had been amortized to expense over the vesting period of the awards, net income (loss) (in thousands) and earnings (loss) per share would have been changed to the pro forma amounts indicated below:

The impact of outstanding nonvested stock options granted prior to 1995 has been excluded from the pro forma calculation; accordingly, the above pro forma adjustments aremay not be indicative of future period pro forma adjustments, when the calculation will apply to all applicable stock options.adjustments.

NOTE 2—2 - Revolving Credit Arrangement:

Under an amended secured revolving line-of-credit arrangement with Bank of America, N.A., the Company may borrow up to a maximum of $50.0 million on a revolving basis through July 1, 2004. The cash borrowings under the arrangement bear interest at the bank’s prime rate or, at the Company’s option, LIBOR plus 1.5%.

The credit arrangement imposes quarterly and annual financial covenants requiring the Company to maintain certain financial ratios. In addition, the credit arrangement requires that the bank approve the payment of dividends and restricts the level of capital expenditures. At May 3,November 1, 2003, the Company was in compliance with these covenants and the Company had no borrowings outstanding under the credit arrangement. There were $12.0$18.6 million in open letters of credit related to imported inventory orders as well as standby letters of credit totaling $0.9 million, yielding availability under the line of credit of $30.5 million, as of May 3,November 1, 2003.

NOTE 3—3 – Net Income (Loss) Per Share:

Net income (loss) per share, basic, is computed based on the weighted average number of shares of Class A and Class B common stock outstanding for the period.

Net income (loss) per share, diluted, is computed based on the weighted average number of shares of Class A and Class B common stock and potentially dilutive common stock equivalents outstanding for the period. Stock options were not included in the computation of diluted net loss per share for the quarter and nine months ended May 3,November 1, 2003, because to do so would have been antidilutive.

A reconciliation of the numerators and denominators used in basic and diluted net income (loss) per share is as follows:

NOTE 4—4 – Treasury Stock:

On October 1, 2002, the Company’s Board of Directors authorized the repurchase of up to 5,400,000 of the outstanding common stock of the Company’s Class A Common shares. This amount includes the remaining shares previously authorized for repurchase by the Company’s Board of Directors. All shares repurchased under this plan will be retired as authorized by the Company’s Board of Directors. During fiscal 2002, the Company repurchased 947,400 shares for $8.2 million and immediately retired these shares. An additional 124,500 shares were repurchased for $0.9 million in the first quarter of fiscal 2003 and these shares were immediately retired. As of May 3,November 1, 2003, there were 4,328,100 shares remaining that are authorized for repurchase.

NOTE 5 – Litigation:

The Company has been served with a lawsuit by previously employed store managers alleging non-exempt status under California state labor laws. The case is currently scheduled for non-binding mediation in January 2004.

From time to time, the Company is involved in litigation relating to claims arising out of our operations in the normal course of business. The Company’s management believes that, in the event of a settlement or an adverse judgment of any of the pending litigations, the Company is adequately covered by insurance. As of November 1, 2003, the Company was not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material adverse effect on the Company.

Item 2—2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated condensed financial statements and the notes thereto.

We are one of the largest national mall-based specialty retailers focusing primarily on young women’s apparel and accessories, andaccessories. We currently operate 624622 retail stores in 47 states, Washington D.C. and Puerto Rico. Of the 624622 stores, 467466 are Wet Seal stores, 2319 are Contempo Casuals stores, 103106 are Arden B. stores and 31 are Zutopia stores.

As of May 3, 2003, we operated 621 stores compared to 579 stores as of May 4, 2002, the end of the first quarter of fiscal 2002. We opened 7541 stores and closed 3330 stores during the period from May 4,November 2, 2002 to May 3,November 1, 2003.

Critical Accounting Policies and Estimates

Our consolidated condensed financial statements were prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information, and 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 accounting principles generally accepted in the United States of America for complete financial statements.

The preparation of financial statements in conformity with generally accepted accounting principles requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our financial statements. Since future events and their impact cannot be determined with absolute certainty, the actual results will inevitably differ from our estimates.

Our accounting policies are generally straightforward, but inventory valuation requires more significant management judgments and estimates.

Merchandise inventories are stated at the lower of cost (first in, first out) or market. Cost is calculated using the retail inventory method. The retail inventory method is used to estimate the ending inventory at cost by employing a cost to retail (selling price) ratio. The ending inventory is first determined at selling price and then converted to cost. Purchases, sales, net markdowns (less mark-

ups)mark-ups), charity,charitable donations of merchandise, discounts and estimated shrink are considered in arriving at the cost to retail ratio. Inventories include items that have been marked down to management’s best estimate of their fair market value. Management’s decision to mark down merchandise is based on maintaining the freshness of our product offering. Markdowns are taken regularly to effect the rapid sale of slow moving inventory and to make room for new merchandise arriving daily to the stores.

To the extent that management’s estimates differ from actual results, additional markdowns may be required that could reduce our gross margin, operating income and the carrying value of inventories. Our success is largely dependent upon our ability to anticipate the changing fashion tastes of our customers and to respond to those changing tastes in a timely manner. If we fail to anticipate, identify or react appropriately to changing styles, trends or brand preferences of our customers, we may experience lower sales, excess inventories and more frequent and extensive markdowns, which would adversely affect our operating results.

We believe the application of our accounting policies, and the estimates inherently required therein, are reasonable. Our

accounting policies and estimates are reevaluated on an ongoing basis, and adjustments are made when facts and circumstances dictate a change. Our accounting policies are more fully described in Note 1 to the consolidated financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, respectively, included in our Annual Report for the fiscal year ended February 1, 2003.

Current Trends and Outlook

ResultsWe reported a comparable store sales decline of 10.2% for the firstthird quarter, of fiscal 2003 reflected a continuation of negative comparable store sales. Despite this, we werebut are encouraged by the sequential quarterly sales trend improvement this year.

For the Wet Seal division, the third quarter results reflect continued improvement in the “bottoms” business, complemented by other well-positioned items such as sweaters, track jackets and corduroy. The relative strength in these areas was tempered by continued weakness in the “tops” business.

The Arden B. division achieved positive same store sales growth in all three months of the third quarter. We believe that these results reflect, in part, the refocusing on the target customer with a more sophisticated offering. We are seeing strong sales in coats, outerwear and cashmere sweaters. Arden B. has also delivered a fresh new gift-giving assortment of handbags and accessories that is adding to the complete wardrobe of their target customer.

The gradual month-to-month improvement in our comparable store sales trendtrends that we experienced during the third quarter and byhas continued into November. November’s comparable store sales declined 6.7% compared to a good Easter holiday week in the third monthdecline of the quarter. However, we have been disappointed by lower sales in late April and May than our progress through the first half of April had led us to anticipate.

We continue to work through many challenges following a difficult year, and believe we have made significant progress in our efforts to reposition our merchandise. We have researched our core customers and received valuable feedback from focus groups. Based upon our analysis of this information, our team has been working diligently to develop merchandise with an exciting new fashion direction that will focus on our core customers’ needs. Although our sales have not rebounded as quickly or as strongly as we had initially expected, we are looking forward to the back-to-school season when we believe our new product offerings will reconnect us with our “core” customer. In addition, we believe that strides have been made to ensure merchandise is received on a more consistent and timely basis.

We will continue our efforts to reduce costs, given the disappointing sales and bottom line results of the first quarter. We currently are making operating changes that should result in substantial savings, such as switching product shipments from air freight to ground freight. Other cost saving strategies are being developed and implemented to reduce selling, general and administrative expenses and buying costs.

During fiscal 2003, we anticipate opening a total of 35 new locations. We opened 20 new stores in the first quarter, and expect to open 15 more stores, divided between Wet Seal and Arden B. locations. In addition to the 5 stores closed during the first quarter, we expect to close another 9 stores during the remainder of the year. Total capital expenditures are expected to be less than $17.5 million for the fiscal year, well below the level spent9.7% in the prior two years.year. Arden B. remains the strongest performer with the Wet seal division continuing their trend improvement.

Results of OperationsOperations:

The quarter ended May 3,November 1, 2003 as compared to the quarter ended May 4,November 2, 2002.

Sales for the quarter ended May 3,November 1, 2003 were $123.6$136.1 million compared to sales for the prior year firstthird quarter of $156.6$144.5 million, a decrease of $33.0$8.4 million or 21.0%5.8%. The decrease in sales was due to athe comparable store sales decline of 25.5%10.2% for the quarter, ended May 3, 2003,partially offset partially by ana net increase of 22 equivalent stores compared to the third quarter in the number of stores.prior year. In the same quarter alast year, ago comparable store sales had increased 8.2%decreased 9.6%. The sales pace during

Net Sales for the firstthird quarter of this year reflects a continuation ofreflect an increase in transaction counts compared to last year’s third quarter. However, this increase was more than offset by deterioration in the challenges faced through year-end in needing to more closely correlate our inventory and fashions with our customers’ tastes. Many changes are underway with the merchandise assortment and marketing strategies, which we expect will be completed before the upcominginitial markup (IMU) after allowances, as well as aggressive markdowns on back to school season. We believe some improvement has already occurred, as evidencedmerchandise. The negative IMU trend was driven by the month-to-month comparable store sales improvement duringWet Seal chain, which led to a lower average transaction value for the quarter. We also believeCompany as a portion of the April sales improvement reflects some benefit from a later Easter holiday this year, in addition to our merchants’ ongoing efforts to improve assortments.whole.

CostThe cost of sales (including buying, merchandise planning,planning/allocation, distribution and occupancy costs) was $98.9$107.7 million for the quarter ended May 3, 2003 compared to $104.1$104.8 million for the same quarter last year ended May 4, 2002, a decrease of $5.2 million or 4.9%. As a percent of sales, cost of sales was 80.0% for the first quarter ended May 3, 2003 compared to 66.5% for the same quarter last year, an increase of 13.5%$2.9 million or 2.8%. As a percentage of sales, the cost of sales was 79.1% for the third quarter this year compared to 72.5% for the same quarter last year, an increase of 6.6%. The most significant impact on theincrease in cost of sales as a percentpercentage of sales was the result of several factors. The initial mark-up decreased, contributing to a drop in the firstcumulative mark-on over the prior year’s third quarter, which translated into more merchandise cost for the quarter. Markdowns continued to be heavy this year stems fromquarter to clear out pockets of aging goods at the sales-drivenWet Seal division. The cost of sales as a percentage of sales was also significantly impacted by the loss of leverage for occupancy, buying, costs and

merchandise planningplanning/allocation costs compared to the prior year first quarter. In addition, cost of sales as a percentresult of sales rose this year due to an increase in markdowns, a slight decrease in initial markup, and an increase in the shrink reserve. The increased markdowns resulted from lower than anticipated sales. We have also repositioned our pricing on selected items, which contributed to a slightly lower initial markup, with the intent to reduce the need for later markdowns on those items. Buying costs also increased in dollar terms over last year, reflecting the addition of key merchants to their respective staffs at both the Wet Seal and Zutopia divisions. Distribution center costs dropped in dollar terms and remained flat as a percentage of sales, reflecting gains in efficiency over the prior year.

Selling, general and administrative (SG&A) expenses (“SG&A”) were $38.2$40.4 million for the third quarter ended May 3, 2003, compared to $39.6$44.4 million for the third quarter last year, a decrease of $4.0 million. As a percentage of sales, SG&A expenses were 29.7% for the quarter this year compared to 30.7% for the same quarter last year, a decrease of $1.4 million.1.0%. While store payroll as a percentage of sales increased, there were actually less payroll dollars spent per store during the third quarter of this year than in the third quarter of last year due to the tightening of store payroll hours in concert with lower sales per store. The $1.4 million decrease reflects lessSG&A costs as a percentage of sales decreased primarily due to not distributing a catalog this year, lower advertising expenditures, and lower merchandise delivery costs and reductions of store payroll costs. These reductions were partially offset byin this year’s third quarter compared to the investments made since the firstsame quarter of last year to upgrade the level of field support. The savings over last year also reflect the CEO vacancyyear. Additionally, there were lower employee benefit costs associated with reductions in retirement plan costs and the elimination of a number of other executive-level administrative positions. As a percentage of sales, SG&Ain accrued bonus expenses were 30.9% for the quarter ended May 3, 2003, compared to 25.3% for the quarter ended May 4, 2002, an increase of 5.6%. This increase in SG&A expenses as a percent of sales reflects the loss of leverage due to the comparable store sales decline.last year.

Interest income, net, was $0.4 million for the third quarter ended May 3, 2003, compared to $1.0$0.7 million for the third quarter ended May 4, 2002, a decrease of $0.6 million.last year. This decreasedecline was due to a lower invested balance compared to the same period in the prior year as well as to a reduction in market interest rates on the invested balances, as well asbalance.

There was an income tax benefit of $4.1 million for the quarter ended November 1, 2003 compared to a drop in the invested balances compared to the same period in the prior year.

The income tax provision reflected a $4.6$1.5 million benefit for the quarter ended May 3, 2003, with anNovember 2, 2002. The effective income tax rate of 35.0%. This compares to a $5.2 million charge for the third quarter ended May 4, 2002, with an effective rate of 37.5%. The year-over-year drop35.0% has been in the effective tax rate reflects an expectation that tax exempt interest income and charitable deductions of inventory will be a higher proportion of full year net income than similar expectations ateffect since the end of the first quarter last fiscal year.

Based on the factors noted above, the net loss was $7.5 million or $0.25 per share for the quarter ended May 3,November 1, 2003 was $8.5compared to a net loss of $2.5 million or $0.29$0.08 per share for the quarter ended November 2, 2002, a decrease of $5.0 million. This is a net loss of 5.5% of sales for the third quarter this year compared to a net loss of 1.7% of sales for the same quarter last year.

The nine months ended November 1, 2003 as compared to the nine months ended November 2, 2002.

Sales for the nine months ended November 1, 2003 were $385.8 million compared to sales for the prior year nine months of $447.3 million, a decrease of $61.5 million or 13.8%. The decrease in sales was due to the comparable store sales decline of 18.7% for the nine months, partially offset by a net increase of 24 equivalent stores over the same nine months last year. This compares to a comparable store sales decrease of 0.2% last year.

The cost of sales (including buying, merchandise planning/allocation, distribution and occupancy costs) was $314.3 million for the nine months compared to $310.8 million for the same nine months last year, an increase of $3.5 million or 1.1%. As a percentage of sales, cost of sales was 81.5% for the nine months this year compared to 69.5% for the same nine months last year, a 12.0% increase. This increase was driven by the loss of leverage for occupancy, buying and merchandise planning/allocation costs due to lower sales per store and the significant increase in markdowns over the prior year in our continued efforts to clear slow-moving merchandise. The drop in the initial mark-up compared to the nine month period last year was primarily due to a drop in the initial mark-up at the Wet Seal division in the third quarter. The increase in cost of sales was partially offset by a decrease in distribution center costs, reflecting greater efficiencies developed over the past year.

Selling, general and administrative expenses (“SG&A”) were $118.0 million for the nine months compared to $123.3 million for the nine months last year, a decrease of $5.3 million. As a result, SG&A expenses were 30.6% of sales for the nine months this year compared to 27.6% of sales for the same nine months last year, an increase of 3.0%. Store payroll as a percentage of sales contributed 2.3% of the 3.0% increase, again a reflection of sales de-leverage over the nine months of this year, as stores could only reduce payroll to threshold minimal staffing levels. However, there were major savings in SG&A versus last year for the nine months of this year in catalog fulfillment costs, advertising costs, and merchandise delivery costs offset partially by higher field management expenses. Dollar savings in general and administrative expenses were due to substantial

reductions in accrued bonuses and retirement plan costs. Additionally, there were payroll savings resulting from the temporary CEO vacancy and the elimination of other administrative positions.

Interest income, net, was $1.2 million for the nine months compared to $2.6 million for the same nine months of last year, a decrease of $1.4 million. This decrease was due mostly to a decrease in the invested balance compared to the same period in the prior year as well as to a reduction in market interest rates on the invested balance.

The income tax benefit of $15.9 million for the nine months ended November 1, 2003 compares to a $5.9 million provision for the nine months ended November 2, 2002, reflecting a benefit on pre-tax losses this year compared to a provision on pre-tax income year-to-date last year. The effective income tax rate for the nine months of this year was 35%, the effective rate used starting at the end of the last year.

Based upon the factors noted above, the net loss was $29.5 million, or $0.99 per diluted share for the first nine months of this year compared to net income of $8.7$9.9 million, or $0.28$0.32 per diluted share for the quarter ended May 4, 2002,comparable prior year period, a decrease of $17.2$39.4 million. AsThis represents a percentagenet loss of 7.6% of sales the net loss was 6.9% in the quarter ended May 3, 2003,this year compared to a net income as a percentageof 2.2% of sales of 5.6% for the quarter ended May 4, 2002.last year.

Liquidity and Capital Resources

Working capital at May 3,November 1, 2003 was $55.3$57.8 million compared to $64.5 million at February 1, 2003, a decrease of $9.2$6.7 million. This decrease in working capital was primarily due to an increase in merchandise payables, net of an increase in inventory, a decrease in cash and cash equivalents, net of an increase in short-term investments, and a reduction in income tax receivable,prepaid expenses, partially offset by an increase in merchandise inventories and prepaid expenses.the income tax receivable.

Net cash used in operating activities for the first nine months of fiscal 2003 was $12.6 million, compared to $2.0 million net cash provided by operating activities for the quarter ended May 3, 2003, was $8.3same period last year. The $14.6 million compared to $7.4swing reflects the impact of the $39.4 million year-over-year negative swing in earnings, partially offset by an increase of $3.5 million in the quarter ended May 4, 2002. This isnon-cash depreciation expense, a $0.9reduction of $12.2 million increase despite a $17.2 million decrease in earnings comparedprepaid expenses (composed mostly of prepaid rents due to the first quartermonth-end calendar timing of the prior year ended May 4, 2002. Anrent check distribution), and an increase of $8.2 million in merchandise payables. Offsets were an increase in merchandise payables conserved nearly $10inventory of $5.3 million, in cash compared toas well as an incremental $7.1 million income tax receivable recorded this year, reflecting losses for the first quarter ended May 4, 2002. This increase was due to the timing of processing merchandise checks. We also received nearly $8 million in income tax refunds during the quarter ended May 3, 2003 versus income tax payables totaling $7.5 million during the first quarternine months of the priorcurrent fiscal year.

The cash and investment balance of $93.2 million on May 3,at November 1, 2003 was $1.6$69.3 million, $25.5 million less than it was at February 1, 2003. TheThis change resulted largely from the decline in sales and the cashresulting losses, and investment balance reflects the loss for the first quarter of this year,from expenditures of $8.8 million for capital improvements, and $0.9 million to repurchase the company’s stock. These outflows of cash were offset by the income tax refund received during the quarter and the increase in merchandise payables.improvements.

During the quarter ended May 3, 2003, capitalCapital improvements totaled $8.8$12.7 million year-to-date through the third quarter, compared to $20.7$36.2 million duringyear-to-date through the third quarter ended May 4, 2002.in the prior year. The investmentexpenditure of $8.8$12.7 million reflects costs for the 2030 new stores and 13 store20 remodels completed during the first nine months of the year, as well as remodels and1 new storesstore under construction for seconda fourth quarter openings.opening. We expect capital improvements for the remainder of 2003 to be no more than $2.3 million.

In September 1998, the Company’sour Board of Directors authorized the repurchase of up to 20% of the outstanding shares of our Class A common stock. From this authorized plan, 3,077,100 shares (split adjusted) were repurchased at a cost of $20.3 million. These repurchased shares were reflected as Treasury Stock in our consolidated balance sheets, until they were retired on December 2,

2002, as authorized by the Board of Directors. On October 1, 2002, our Board of Directors authorized the repurchase of up to 5,400,0005.4 million shares of our outstanding Class A common stock. This amount included the remaining shares previously authorized for repurchase by the Board of Directors. During fiscal 2002, the Company repurchased 947,400 shares for $8.2 million and immediately retired these shares. An additional 124,500 shares were repurchased for $0.9 million in the first quarter of fiscal 2003 and these shares were immediatelyalso retired. As of May 3,November 1, 2003, there were 4,328,100 shares remaining that are authorized for repurchase.

We have a revolving line-of-credit arrangement with Bank of America, N.A. in an aggregate principal amountunder which we may borrow up to a maximum of $50 million maturing on a revolving basis through July 1, 2004. At May 3,November 1, 2003, there were no outstanding borrowings under the credit arrangement. There were $12.0$18.6 million in open letters of credit related to imported inventory orders as well as standby letters of credit totaling $0.9 million. As of May 3,November 1, 2003, we were in compliance with all financial covenants of the credit arrangement. We invest our excess funds in short-term investment grade money market funds, investment grade municipal and commercial paper and U.S. Treasury and Agencyagency obligations. Assets listed as long-term investments on our balance sheet consist of high credit quality municipal and corporate bonds with maturities extending no further than three years out.

We believe that our working capital and cash flows from operating activities will be sufficient to meet our operating and capital requirements in the foreseeable future.

Seasonality and Inflation

Our business is seasonal in 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 a large percentage of sales volume. For the past three fiscal years, the Christmas and back-to-school seasons together accounted for an average of approximately 30% of our annual sales, after adjusting for sales increases related to new stores. We do not believe that inflation has had a material effect on the results of operations during the past three years. However, we cannot assure you that our business will not be affected by inflation in the future.

Commitments and Contingencies

Our principal contractual obligations consist of minimum annual rental commitments under non-cancelable leases for our stores, our corporate office, warehouse facility, automobiles, computer equipment and copiers. At May 3,November 1, 2003, our contractual obligations under these leases were as follows (in thousands):

Our principal commercial commitments consist of open letters of credit, related primarily to imported inventory orders, secured by our revolving line-of-credit arrangement. At May 3,November 1, 2003, our contractual commercial commitments under these letters of credit arrangements were as follows (in thousands):

We do not maintain any long-term or exclusive commitments or arrangements to purchase merchandise from any single supplier.

Statement Regarding Forward-Looking Disclosure

Certain sections ofin this Quarterly Report on Form 10-Q, including the preceding “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may contain various forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent our expectations or beliefs concerning future events.

Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as “believes,” “plans,” “anticipates,” “estimates,” “expects” or similar expressions. In addition, any statements concerning future financial performance, ongoing business strategies or prospects, and possible future actions, which may be provided by our management, are also forward-looking statements. Forward-looking statements are based on current expectations and

projections about future events and are subject to risks, uncertainties, and assumptions about our company, economic and market factors and the industry in which we do business, among other things. These statements are not guaranties of future performance and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Actual events and results may differ from those expressed in any forward-looking statements due to a number of factors. Factors that could cause our actual performance, future results and actions to differ materially from any forward-looking statements include, but are not limited to, those discussed in Exhibit 99.1 attached to this report and noted elsewhere in this report.We strongly urge you to review and consider the risk factors set forth in Exhibit 99.1.

New Accounting Pronouncements

In November 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS No. 143 did not have a material impact on our consolidated results of operations, financial position or cash flows.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses financial accounting and reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force (EITF) Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under IssueEITF 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at the date of an entity’s commitment to an exit plan. SFAS 146 also establishes that

the liability should initially be measured and recorded at fair value. We adopted the provisions of SFAS 146 for exit or disposal activities initiated after December 31, 2002.

In November 2002, the FASB issued FASB Interpretation (“FIN”)FIN No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others,” an interpretation of FASB Statements No. 5, 57 and 107, and rescission of FASB Interpretation No.FIN 34, “Disclosure of Indirect Guarantees of Indebtedness of Others.” FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at

the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The provisions of the disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of such interpretation did not have a material impact on our results of operations or financial position.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123.” This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statementstatement amends the disclosure requirement of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal years ending after December 15, 2002. We have determined not to adopt the fair value based method of accounting for stock-based employee compensation, but did adopt the additional disclosure requirements of SFAS 148 in fiscal 2002.

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities,” an interpretation of ARB No. 51. FIN No. 46 requires that variable interest entities be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. FIN No. 46 also requires disclosures about variable interest entities that companies are not required to consolidate but in which a company has a significant variable interest. The consolidation requirements of FIN No. 46 will apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements will apply to entities established prior to January 31, 2003 in the first fiscal year or interim period beginning after June 15, 2003. The disclosure

requirements will apply in all financial statements issued after January 31, 2003. We believe the adoption of FIN No. 46 will have no impact on our results of operations or financial position, as we have no interests in variable interest entities.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope, which may have previously been reported as equity, as a liability (or an asset

in some circumstances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is generally effective at the beginning of the first interim period beginning after June 15, 2003. The Company doesWe do not believe that the adoption of SFAS No. 150 will have a significant impact on itsour results of operations, financial position or cash flows.

Item 3—3 – Quantitative and Qualitative Disclosures About Market Risk

To the extent that we borrow under our credit facility, we would beare exposed to market risk related to changes in interest rates. At May 3,November 1, 2003, no borrowings were outstanding under our credit facility. We are not a party to any derivative financial instruments. However, we are exposed to market risk related to changes in interest rates on ourthe investment grade interest-bearing securities.securities in which we invest. If there are changes in interest rates, those changes would affect the investment income we earn on those investments.

Item 4—4 – Controls and Procedures

Disclosure Controls and Internal Controls

Our disclosure controls and procedures (as defined in Rule 13a-14(c)13a-15(e) under the Exchange Act) (“Disclosure Controls”) are controls and procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our interim Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Internal controls and procedures forOur internal control over financial reporting (“Internal Controls”) areis a process designed by, or under the supervision of, our Chief Executive Officer

and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, with the objective of providing reasonable assurance that:

These controls and procedures are designed to enable the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal Controls also include policies and procedures that:

1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company;

2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformityaccordance with U.S. generally accepted accounting principles.

3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements.

Limitations on the Effectiveness of Controls

Our management, including our interim Chief Executive Officer and our Chief Financial Officer, does not expect that our Disclosure Controls or Internal Controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. Moreover, the design of any system of controls is also based in part upon certain assumptions about the likelihood of future events.

NotwithstandingNot withstanding the foregoing limitations, we believe that our Disclosure Controls and Internal Controls provide reasonable assurances that the objectives of our control system are met.

Quarterly evaluationEvaluation of the Company’s Disclosure Controls and Internal Controls

WithinAs of November 1, 2003, the 90-daylast day of the period prior to the filing ofcovered by this quarterly report, an evaluation was carried out under the supervision and with the participation of our management, including our interim Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our Disclosure Controls. Based upon that evaluation, our interim Chief Executive Officer and our Chief Financial Officer concluded, subject to the limitations noted above, that:

No significant changes were made to our Internal Controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.forms.

PART II—II – OTHER INFORMATION

Item 1—1 -Legal Proceedings.

We have been served with a lawsuit by previously employed store managers alleging non-exempt status under California state labor laws. The case is currently scheduled for non-binding mediation in January 2004.

From time to time, we are not partyinvolved in litigation relating to any material legal proceedings. We anticipate that we will be subject to litigation (and arbitration)claims arising out of our operations in the ordinarynormal course of business. Our management believes that, in the event of a settlement or an adverse judgment of any of the pending litigations, we are adequately covered by insurance. As of November 1, 2003 we were not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material adverse effect on us.

Item 2—2 -Changes in Securities.Not Applicable

Item 3—3 -Defaults Upon Senior Securities.Not Applicable

Item 4—4 -Submission of Matters to a Vote of Security Holders. Not Applicable

We held our most recent Annual Meeting on May 29, 2003. Following is a brief description of the proposal voted upon at the meeting and the tabulation of the voting therefore:

Proposal—Election of Directors.

Item 5—5 -Other Information.

On May 29,November 20, 2003, we issued a press release to announce the appointmentresignation of Peter D. Whitford asWilliam B. Langsdorf, the Company’s new chief executive officer,Chief Financial Officer, effective June 30, 2003. A copyin January of his employment agreement is attached hereto as Exhibit 10.2.2004.

Item 6(a)— - Exhibits.

Item 6(b)— –Reports on Form 8-K8-K..

On February 7,August 25, 2003, we filed a current report on Form 8-K reporting financial results for the second quarter of fiscal 2003. We also filed notes for a conference call that was held on August 21, 2003.

On October 14, 2003, we filed a current report on Form 8-K reporting that we issued a press release announcing the departureresignation of Kathy Bronstein,Walter Parks as Executive Vice ChairmanPresident and Chief Executive Officer of our Company. On the same date we filed a subsequent current report on Form 8-K reporting that we issued a press release reporting net sales for the four week period ended February 1, 2003.

On March 7, 2003, we filed a current report on Form 8-K reporting that we issued a press release reporting net sales for the four-week period ended March 1, 2003. We also announced that we planned to release final earnings results for fiscal 2002 on March 20, 2003 at 9:00 am PST.

On March 26, 2003, we filed a current report on Form 8-K reporting that we issued a press release to announce earnings for the fourth quarter and fiscal 2002 as well as expectations regarding earnings for the first quarter of fiscal 2003. We also announced expected comparable store sales for March and April of fiscal 2003.Administrative Officer.

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.

SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATIONS

I, Irving Teitelbaum, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Wet Seal, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

I, William B. Langsdorf, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Wet Seal, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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