For the quarterly period ended ~~April 28,~~October 27, 2012~~April 28, 2012~~

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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the registrant’s Class A common stock, par value $0.10 per share, at ~~May 21,~~November 19, 2012, was ~~90,455,916.~~89,610,534. There were no shares outstanding of the registrant’s Class B common stock, par value $0.10 per share, at ~~May 21,~~November 19, 2012.


	13 Weeks Ended						13 Weeks Ended						39 Weeks Ended
	April 28, 2012			April 30, 2011			October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
Net sales	$	147,945		$	156,040		$	135,537		$	152,135		$	418,743		$	456,945
Cost of sales		104,342			102,595			109,492			105,781			318,293			311,069

Gross margin		43,603			53,445			26,045			46,354			100,450			145,876
Selling, general, and administrative expenses		40,438			39,860			44,405			39,492			126,215			121,047
Asset impairment		3,606			259			6,456			733			19,035			2,049

Operating (loss) income		(441	)		13,326			(24,816	)		6,129			(44,800	)		22,780

Interest income		38			72			35			57			108			195
Interest expense		(48	)		(43	)		(45	)		(41	)		(136	)		(128	)

Interest (expense) income, net		(10	)		29			(10	)		16			(28	)		67

(Loss) income before (benefit) provision for income taxes		(451	)		13,355
(Benefit) provision for income taxes		(178	)		5,342
(Loss) income before (benefit from) provision for income taxes								(24,826	)		6,145			(44,828	)		22,847
(Benefit from) provision for income taxes								(10,047	)		2,397			(17,407	)		8,888

Net (loss) income	$	(273	)	$	8,013		$	(14,779	)	$	3,748		$	(27,421	)	$	13,959

Net (loss) income per share, basic	$	(0.00	)	$	0.08		$	(0.17	)	$	0.04		$	(0.31	)	$	0.14

Net (loss) income per share, diluted	$	(0.00	)	$	0.08		$	(0.17	)	$	0.04		$	(0.31	)	$	0.14

Weighted-average shares outstanding, basic		88,486,977			98,916,747			88,877,993			88,146,378			88,650,011			94,265,017

Weighted-average shares outstanding, diluted		88,486,977			98,975,965			88,877,993			88,244,855			88,650,011			94,351,425


	13 Weeks Ended						13 Weeks Ended						39 Weeks Ended
	April 28, 2012			April 30, 2011			October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
Net (loss) income	$	(273	)	$	8,013		$	(14,779	)	$	3,748		$	(27,421	)	$	13,959
Other comprehensive loss :
Other comprehensive loss:
Amortization of actuarial gain under Supplemental Employee Retirement Plan		—			(2	)		—			(2	)		—			(5	)

Total other comprehensive loss		—			(2	)		—			(2	)		—			(5	)

Comprehensive (loss) income	$	(273	)	$	8,011		$	(14,779	)	$	3,746		$	(27,421	)	$	13,954


	Common Stock								Paid-In Capital			Accumulated Deficit				Treasury Stock				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Common Stock															Paid-In Capital				Accumulated Deficit				Treasury Stock				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity
	Class A				Class B														Class A										Class B
	Shares		Par Value		Shares		Par Value												Shares								Par Value				Shares				Par Value
Balance at January 28, 2012		90,660,347	$	9,066		—	$	—	$	239,000					$	(6,250	)		$				(740		)		$	(4	)		$	241,072				90,660,347			$	9,066			—			$	—			$	239,000			$	(6,250	)		$	(740	)		$	(4	)		$	241,072
Net loss		—		—		—		—		—						(273	)				—					—				(273	)			—				—				—			—				—				(27,421	)			—				—				(27,421	)
Stock issued pursuant to long-term incentive plans		174,580		17		—		—		(17	)		—				—				—				—				651,367				65				—				—			(65	)			—				—				—				—
Stock-based compensation		—		—		—		—		994			—				—				—				994				—				—				—				—			2,596				—				—				—				2,596
Exercise of stock options		6,001		1		—		—		18			—				—				—				19				6,001				1				—				—			18				—				—				—				19
Repurchase of common stock		—		—		—		—		—			—				(222	)			—				(222	)			—				—				—				—			—				—				(294	)			—				(294	) )
Retirement of treasury stock																													(1,245,680	)			(125	)			—				—			(837	)			—				962				—				—

Balance at April 28, 2012		90,840,928	$	9,084		—	$	—	$	239,995		$	(6,523	)		$	(962	)		$	(4	)		$	241,590
Balance at October 27, 2012																													90,072,035			$	9,007				—			$	—		$	240,712			$	(33,671	)		$	(72	)		$	(4	)		$	215,972


	Common Stock								Paid-In Capital			Accumulated Deficit				Treasury Stock				Accumulated Other Comprehensive Income				Total Stockholders’ Equity				Common Stock															Paid-In Capital				Accumulated Deficit				Treasury Stock				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity
	Class A				Class B														Class A										Class B
	Shares		Par Value		Shares		Par Value												Shares								Par Value				Shares				Par Value
Balance at January 29, 2011		113,736,844	$	11,374		—	$	—	$	323,324					$	(21,332	)		$				(37,963		)		$	290			$	275,693				113,736,844			$	11,374			—			$	—			$	323,324			$	(21,332	)		$	(37,963	)		$	290		$	275,693
Net income		—		—		—		—		—						8,013					—					—				8,013				—				—				—			—				—				13,959				—				—			13,959
Stock issued pursuant to long-term incentive plans		830,635		83		—		—		(83	)		—				—				—				—				831,388				83				—				—			(83	)			—				—				—				—
Stock-based compensation		—		—		—		—		900			—				—				—				900				—				—				—				—			3,172				—				—				—				3,172
Amortization of stock payment in lieu of rent		—		—		—		—		15			—				—				—				15				—				—				—				—			46				—				—				—				46
Exercise of stock options		667		—		—		—		2			—				—				—				2				334,334				33				—				—			1,038				—				—				—				1,071
Repurchase of common stock		—		—		—		—		—			—				(3,734	)			—				(3,734	)			—				—				—				—			—				—				(53,860	)			—				(53,860	)
Retirement of treasury stock																													(24,242,219	)			(2,424	)			—				—			(89,322	)			—				91,746				—				—
Amortization of actuarial gain under Supplemental Employee Retirement Plan		—		—		—		—		—			—				—				(2	)			(2	)			—				—				—				—			—				—				—				(5	)			(5	)

Balance at April 30, 2011		114,568,146	$	11,457		—	$	—	$	324,158		$	(13,319	)		$	(41,697	)		$	288			$	280,887
Balance at October 29, 2011																													90,660,347			$	9,066				—			$	—		$	238,175			$	(7,373	)		$	(77	)		$	285			$	240,076


	13 Weeks Ended						39 Weeks Ended
	April 28, 2012			April 30, 2011			October 27, 2012			October 29, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(273	)	$	8,013		$	(27,421	)	$	13,959
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		4,691			4,666			13,531			14,427
Amortization of premium on investments		—			235			—			634
Amortization of deferred financing costs		27			26			81			75
Amortization of stock payment in lieu of rent		—			15			—			46
Loss on disposal of equipment and leasehold improvements		286			18			550			120
Asset impairment		3,606			259			19,035			2,049
Deferred income taxes		(147	)		4,808			(17,986	)		7,860
Stock-based compensation		994			900			2,596			3,172
Changes in operating assets and liabilities:
Income tax receivable		(310	)		—
Income tax receivables								(460	)		—
Other receivables		218			(61	)		(17	)		(1,140	)
Merchandise inventories		(8,246	)		(3,764	)		(14,359	)		(9,812	)
Prepaid expenses and other current assets		(9,926	)		(65	)		(1,180	)		(2,559	)
Other non-current assets		8			(103	)		(7	)		(118	)
Accounts payable and accrued liabilities		3,987			2,067			11,767			(878	)
Income taxes payable		—			(16	)		—			(60	)
Deferred rent		24			524			182			2,741
Other long-term liabilities		(35	)		(33	)		(104	)		(99	)

Net cash (used in) provided by operating activities		(5,096	)		17,489			(13,792	)		30,417

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and leasehold improvements		(3,778	)		(6,045	)		(16,775	)		(21,785	)
Proceeds from maturity of marketable securities								—			25,000

Net cash used in investing activities		(3,778	)		(6,045	)
Net cash (used in) provided by investing activities								(16,775	)		3,215

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		19			2			19			1,071
Repurchase of common stock		(222	)		(3,734	)		(294	)		(53,860	)

Net cash used in financing activities		(203	)		(3,732	)		(275	)		(52,789	)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(9,077	)		7,712
NET DECREASE IN CASH AND CASH EQUIVALENTS								(30,842	)		(19,157	)
CASH AND CASH EQUIVALENTS, beginning of period		157,185			125,362			157,185			125,362

CASH AND CASH EQUIVALENTS, end of period	$	148,108		$	133,074		$	126,343		$	106,205

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	19		$	17		$	57		$	53
Income taxes	$	585		$	475		$	865		$	1,996
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Retirement of treasury shares							$	962		$	91,746
Purchase of equipment and leasehold improvements unpaid at end of period	$	4,427		$	6,215		$	3,366		$	4,256
Amortization of actuarial gain under Supplemental Employee Retirement Plan	$	—		$	(2	)	$	—		$	(5	)

For the 1339 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011

NOTE 1 – Basis of Presentation, Significant Accounting Policies, and Recently Adopted Accounting Pronouncements ~~and New Accounting Pronouncements Not Yet Adopted~~

The information set forth in these condensed consolidated financial statements isas of October 27, 2012, and for the 13 and 39 weeks ended October 27, 2012, and October 29, 2011 (collectively, the “Interim Financial Statements”), are unaudited. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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. Certain information and ~~footnotes required by GAAP~~footnote disclosures normally included in The Wet Seal, Inc. (the “Company”) annual consolidated financial statements have been condensed or omitted, as permitted under applicable rules and regulations. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for ~~complete financial statements.~~the fiscal year ended January 28, 2012.

In the opinion of management, the Interim Financial Statements reflect all adjustments that are of a normal and recurring nature necessary to fairly present the Company’s financial position and results of operations and cash flows in all material respects as of the dates and for ~~a fair presentation have been included.~~the periods presented. The results of operations ~~for~~presented in the ~~13 weeks ended April 28, 2012,~~Interim Financial Statements are not necessarily indicative of the results that may be expected for the fiscal year ending February 2, 2013. For further information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of The Wet Seal, Inc. (the “Company”) for the fiscal year ended January 28, 2012.

The Company evaluates the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors that are considered important that could result in the necessity to perform an impairment review include a current-period operating or cash flow loss combined with a history of operating or cash flow losses and a projection or forecast that indicates continuing losses or insufficient income associated with the realization of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the estimated undiscounted future cash flows are less than the carrying value, an impairment loss will be recognized, measured as the difference between the carrying value and the estimated fair value of the assets, based on discounted estimated future cash flows using the Company’s weighted average cost of capital. Forecasted earnings, growth rates and other assumptions used to estimate carrying value recoverability rely heavily upon estimates made by the Company’s management. If the Company is not able to achieve its projected growth rates and cash flows, this could result in additional impairment of assets in the future. The Company has considered the relevant valuation techniques that could be applied without undue cost and effort and has determined that the discounted estimated future cash flow approach continues to provide the most relevant and reliable means by which to determine fair value in this circumstance.

~~At least~~The Company’s quarterly evaluation of store assets includes consideration of current and historical performance and projections of future profitability. The profitability projections rely upon estimates made by the Company’s management, including store-level sales, gross margins, and direct expenses, and, by their nature, include judgments about how current strategic initiatives will impact future performance.

The Company’s financial performance in the first three quarters of fiscal 2012 declined more than was projected by the Company’s management in past impairment analyses, which resulted in asset impairment charges each quarter since the beginning of fiscal 2012. Each period reflected the Company’s best estimate at the time. If the Company ~~assesses whether events or changes~~is not able to achieve its projected key financial metrics, and strategic initiatives being implemented do not result in ~~circumstances have occurred that potentially indicate~~significant improvements in the ~~carrying value~~Company’s current financial performance trend, the Company would incur additional impairment of ~~long-lived~~ assets ~~may not be recoverable.~~ in the future.

The Company’s evaluations during the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, indicated that operating losses or insufficient operating income existed at certain retail stores, with a projection that the operating losses or insufficient operating income for those locations would continue. As such, the Company recorded the following non-cash charges ~~of $3.6 million and $0.3 million during the 13 weeks ended April 28, 2012, and April 30, 2011, respectively,~~related to its retail stores within asset impairment in the condensed consolidated statements of operations, to write down the carrying values of these stores’ long-lived assets to their estimated fair values.

NOTE 1 – Basis of Presentation, Significant Accounting Policies, and Recently Adopted Accounting Pronouncements

The long-lived assets disclosed above that were written down to their respective fair values consisted of leasehold improvements, furniture, fixtures and equipment. Based on historical operating performance and the projected outlook for these stores, the Company believes that the remaining asset values of approximately $0.3 million for the 39 weeks ended October 27, 2012, are recoverable.

The Company ~~began fiscal 2012 with~~has approximately ~~$65.7~~$75.9 million of federal net operating loss (“NOL”) carry forwards available to offset taxable income in fiscal 2012 and thereafter, subject to certain annual limitations based on the provisions of Section 382 of the Internal Revenue Code.

The Company’s effective income tax ~~rate~~rates for the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, ~~was approximately 39.5%.~~were 40.5% and 38.8%, respectively. The Company expects a ~~39.5%~~38.8% effective income tax rate for fiscal 2012. ~~Due to its expected utilization~~The Company’s effective income tax rates reflect a $0.3 million write-off of ~~federal and state NOL carry forwards during~~certain deferred tax assets in the fiscal 2012 second quarter as a result of IRS adjustments from the Company’s recently closed IRS audit of its fiscal 2008 and 2009 tax years and $0.3 million for tax credits taken on the Company’s fiscal 2011 tax return in the fiscal 2012 third quarter, which are discrete items. The Company anticipates cash payment for income taxes for the fiscal year will be approximately ~~6.9% of pre-tax~~$0.1 million, representing certain state income ~~representing the portion of federal and state alternative minimum taxes and state regular income taxes that cannot be offset by NOLs.~~taxes. The difference between the effective income tax rate and the anticipated cash income taxes is recorded as a non-cash ~~(benefit) provision~~benefit for deferred income taxes.

~~NOTE 1 – Basis of Presentation, Significant Accounting Policies, and Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted (Continued)~~

Recently Adopted Accounting Pronouncements ~~and New Accounting Pronouncements Not Yet Adopted~~

In May 2011, the Financial Accounting Standards Board (the “FASB”) issued guidance on the application of fair value accounting where its use is already required or permitted by other standards within U.S. GAAP. This guidance changed the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Amendments include those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements, and change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend for the amendments to result in a change in the application of the requirements. This guidance isbecame effective ~~during~~for interim and annual periods beginning after December 15, 2011. The Company adopted this guidance, which did not significantly impact the Company’s condensed consolidated financial statements.

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income. This guidance provided an entity with an option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both options, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance isbecame effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, and is to be applied on a retrospective basis. The Company adopted this guidance and has presented total comprehensive (loss) income, the components of net (loss) income and the components of other comprehensive (loss) income in two separate but consecutive statements within its condensed consolidated financial statements.

The Company had one stock incentive plan under which shares were available for grant at ~~April 28,~~October 27, 2012: the 2005 Stock Incentive Plan (the “2005 Plan”). The Company also previously granted share awards under its 1996 Long-Term Incentive Plan (the “1996 Plan”) and the 2000 Stock Incentive Plan (the “2000 Plan”) that remain unvested and/or unexercised as of ~~April 28,~~October 27, 2012; however, the 1996 Plan expired during fiscal 2006 and the 2000 Plan expired during fiscal 2009, and no further share awards may be granted under the 1996 Plan and 2000 Plan. The 2005 Plan, the 2000 Plan, and the 1996 Plan are collectively referred to as the “Plans.”

The 2005 Plan permits the granting of options, restricted common stock, performance shares, or other equity-based awards to the Company’s employees, officers, directors, and consultants. The Company believes the granting of equity-based awards helps to align the interests of its employees, officers and directors with those of its stockholders. The Company has a practice of issuing new

shares to satisfy stock option exercises, as well as for restricted stock and performance share grants. The 2005 Plan was approved by the Company’s stockholders on January 10, 2005, as amended with stockholder approval on July 20, 2005, for the issuance of

incentive awards covering 12,500,000 shares of Class A common stock. Additionally, an amended and restated 2005 Plan was approved by the Company’s stockholders on May 19, 2010, which increased the incentive awards capacity to 17,500,000 shares of Class A common stock. An aggregate of 22,669,528 shares of Class A common stock have been issued or may be issued pursuant to the Plans. As of ~~April 28,~~October 27, 2012, ~~2,610,432~~3,977,081 shares were available for future grants.

The Plans provide that the per-share exercise price of a stock option may not be less than the fair market value of the Company’s Class A common stock on the date the option is granted. Under the Plans, outstanding options vest over periods ranging from three to five years from the grant date and expire from five to ten years after the grant date. Certain stock option and other equity-based awards provide for accelerated vesting if there is a change in control (as defined in the Plans). The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. The Company uses historical data, the implied volatility of market-traded options and other factors to estimate the expected price volatility, option lives, and forfeiture rates.

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and the estimated life of the option. The following weighted-average assumptions were used to estimate the fair value of options granted during the periods indicated using the Black-Scholes option-pricing model:


	13 Weeks Ended						13 Weeks Ended						39 Weeks Ended
	April 28, 2012			April 30, 2011			October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
Dividend Yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Expected Volatility		51.26	%		54.00	%		46.47	%		54.00	%		48.58	%		54.00	%
Risk-Free Interest Rate		0.51	%		1.42	%		0.47	%		0.51	%		0.48	%		0.96	%
Expected Life of Options (in Years)		3.3			3.3			3.3			3.3			3.3			3.3

The Company recorded compensation expense of $0.2 million, $1.0 million, $0.3 million and ~~$0.2~~$0.8 million, ~~in each case~~or less than $0.01, $0.01, less than $0.01 and less than $0.01 per basic and diluted share, related to stock options outstanding during the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, respectively. The expense for the 39 weeks ended October 27, 2012, reflects a $0.4 million charge for vesting acceleration resulting from the departure of the Company’s previous chief executive officer.

At ~~April 28,~~October 27, 2012, there was ~~$2.8~~$1.0 million of total unrecognized compensation expense related to nonvested stock options under the Company’s share-based payment plans, which will be recognized over an average period of ~~2.2~~1.7 years, representing the remaining vesting periods of such options through fiscal 2015.

The following table summarizes the Company’s stock option activities with respect to its Plans for the 1339 weeks ended ~~April 28,~~October 27, 2012, as follows (aggregate intrinsic value in thousands):


Options	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value		Number of Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 28, 2012		3,474,204		$	4.64						3,474,204		$	4.64
Granted		55,000		$	3.34						125,000		$	3.10
Exercised		(6,001	)	$	3.15						(6,001	)	$	3.15
Canceled		(252,870	)	$	9.84						(1,003,738	)	$	5.62

Outstanding at April 28, 2012		3,270,333		$	4.22		4.29	$	172
Vested and expected to vest in the future at April 28, 2012		2,869,241		$	4.28		4.21	$	152
Exercisable at April 28, 2012		1,153,835		$	5.08		3.31	$	49
Outstanding at October 27, 2012											2,589,465		$	4.20		2.21	$	8
Vested and expected to vest in the future at October 27, 2012											2,452,317		$	4.22		2.11	$	7
Exercisable at October 27, 2012											1,723,349		$	4.42		1.39	$	4

Options vested and expected to vest in the future is comprised of all options outstanding at ~~April 28,~~October 27, 2012, net of estimated forfeitures. Additional information regarding stock options outstanding as of ~~April 28,~~October 27, 2012, is as follows:

The weighted-average grant-date fair value of options granted during the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, was ~~$1.22~~$0.94, $1.08, $1.61 and ~~$1.57,~~$1.55, respectively. The total intrinsic value for options exercised during the 1339 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~during the 13 and 39 weeks ended October 29, 2011, ~~each~~ was less than $0.1 ~~million.~~million, $0.2 million and $0.5 million, respectively.

Cash received from option exercises under all Plans for the 1339 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, was less than $0.1 million and ~~less than $0.1~~$1.1 million, respectively. The Company did not realize tax benefits for the tax deductions from option exercises as it must first utilize its regular NOL prior to realizing the excess tax benefits.

Under the 2005 Plan, the Company grants directors, certain executives, and other key employees restricted common stock with vesting contingent upon completion of specified service periods ranging from one to three-and-one-half years. The Company also grants certain executives and other key employees performance share awards with vesting contingent upon a combination of specified service periods and the Company’s achievement of specified common stock price levels.

During the 1339 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, the Company granted ~~174,580~~401,370 and ~~430,635~~431,388 shares, respectively, of restricted common stock to certain employees and directors under the Plans. The weighted-average grant-date fair value of the restricted common stock granted during the 1339 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, was ~~$3.58~~$3.22 and $3.87 per share, respectively. The Company recorded approximately $0.4 million, $1.7 million, $0.4 million and ~~$0.3~~$1.0 million of compensation expense related to outstanding shares of restricted common stock during the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, respectively.

The expense for the 39 weeks ended October 27, 2012 reflects a $0.6 million charge for vesting acceleration resulting from the departure of the Company’s previous chief executive officer. During the 13 weeks ended ~~April 28,~~October 27, 2012, the Company granted 249,997 shares of restricted common stock to certain board members for additional services to be provided. However, the board subsequently rescinded and ~~April 30,~~cancelled such grants during the 13 weeks ended October 27, 2012, resulting in no financial statement impact during the period.

During the 39 weeks ended October 29, 2011, the Company granted ~~none and~~ 400,000 performance shares ~~respectively,~~ under the 2005 Plan. The weighted-average grant-date fair value of the performance share grants made during the 1339 weeks ended ~~April 30,~~October 29, 2011, which included consideration of the probability of such shares vesting, was $3.08 per ~~share.~~share, respectively. The Company recorded compensation expense (benefit) of approximately ~~$0.3~~$0.1 million and ~~$0.4~~$(0.1) million and compensation expense of approximately $0.5 million and $1.4 million during the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, respectively, related to performance shares. The compensation benefits during the 39 weeks ended October 27, 2012, was due to the forfeiture of performance shares as a result of the departure of the Company’s previous chief executive officer.

The fair value of nonvested restricted common stock awards is equal to the closing trading price of the Company’s Class A common stock on the grant date. The fair value of nonvested performance shares is determined based on a number of factors, including the closing trading price of the Company’s Class A common stock and the estimated probability of achieving the Company’s stock price performance conditions as of the grant date. The following table summarizes activity with respect to the Company’s nonvested restricted common stock and performance shares for the 1339 weeks ended ~~April 28,~~October 27, 2012:


Nonvested Restricted Common Stock and Performance Shares	Number of Shares			Weighted- Average Grant- Date Fair Value		Number of Shares			Weighted- Average Grant- Date Fair Value
Nonvested at January 28, 2012		2,105,112		$	3.16		2,105,112		$	3.16
Granted		174,580		$	3.58		651,367		$	3.22
Vested		(363,968	)	$	3.65		(774,080	)	$	3.65
Forfeited		(34,787	)	$	5.38		(1,181,935	)	$	2.81

Nonvested at April 28, 2012		1,880,937		$	3.06
Nonvested at October 27, 2012							800,464		$	3.43

The fair value of restricted common stock and performance shares that vested during the 1339 weeks ended ~~April 28,~~October 27, 2012, was ~~$1.3~~$2.4 million. During the 39 weeks ended October 27, 2012, upon vesting of restricted common stock and performance shares, certain employees tendered 91,848 shares of our Class A common stock to satisfy employee withholding tax obligations of approximately $0.3 million.

Effective August 16, 2012, the Company retired 1,245,680 shares of its Class A common stock held in treasury. In accordance with Delaware law and the terms of the Company’s certificate of incorporation, upon retirement, such treasury shares resumed the status of authorized and unissued shares of Company common stock.

At ~~April 28,~~October 27, 2012, there was ~~$4.3~~$1.8 million of total unrecognized compensation expense related to nonvested restricted common stock and performance shares under the Company’s share-based payment plans, of which ~~$2.9~~$1.4 million relates to restricted common stock and ~~$1.4~~$0.4 million relates to performance shares. That cost is expected to be recognized over a weighted-average period of ~~1.6~~1.3 years. These estimates utilize subjective assumptions about expected forfeiture rates, which could change over time. Therefore, the amount of unrecognized compensation expense noted above does not necessarily represent the expense that will ultimately be recognized by the Company in its condensed consolidated statements of operations.

The following table summarizes stock-based compensation recorded in the condensed consolidated statements of operations (in thousands):


	13 Weeks Ended				13 Weeks Ended				39 Weeks Ended
	April 28, 2012		April 30, 2011		October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011
Cost of sales	$	67	$	45	$	86	$	98	$	221	$	189
Selling, general, and administrative expenses		927		855		519		1,114		2,375		2,983

Stock-based compensation	$	994	$	900	$	605	$	1,212	$	2,596	$	3,172

On February 3, 2011, the Company renewed, via amendment and restatement, its $35.0 million senior revolving credit facility with its existing lender (the “Facility”), which can be increased up to $50.0 million in the absence of any default and upon the satisfaction of certain conditions precedent specified in the Facility. The Facility expires in February 2016. Under the Facility, the Company is subject to borrowing base limitations on the amount that can be borrowed and certain customary covenants, including, under certain circumstances, covenants limiting the ability to incur additional indebtedness, make investments and acquisitions, grant liens, pay dividends, repurchase its Class A common stock, close stores, and dispose of assets, without the lender’s consent. The ability of the Company to borrow and request the issuance of letters of credit is subject to the requirement that the Company maintain an excess of the borrowing base over the outstanding credit extensions of the greater of 10% of the aggregate amount of the Facility or $4.0 million. The annual interest rate on the revolving line of credit under the Facility is (i) the higher of the lender’s prime rate, the Federal funds rate plus 0.5% or the one month London InterBank Offered Rate (LIBOR) plus 1.0%, collectively referred to as the “Base Rate”, plus the applicable margin ranging from 0.5% to 1.0% or, (ii) if the Company elects, either the one, two, three or six months LIBOR plus a margin ranging from 1.5% to 2.0%. The applicable Base Rate or LIBOR margin is based on the level of average excess availability, as defined under the Facility, at the time of election, as adjusted quarterly. The Company also incurs fees

on outstanding letters of credit under the Facility at an annual rate equal to the applicable LIBOR margin for standby letters of credit and 23.0% of the applicable LIBOR margin for commercial letters of credit. Additionally, the Company is subject to commitment fees at an annual rate of 0.25% on the unused portion of the line of credit under the Facility.

Borrowings under the Facility are secured by cash, cash equivalents, investments, receivables and inventory held by the Company and two of its wholly owned subsidiaries, The Wet Seal Retail, Inc. and Wet Seal Catalog, Inc., each of which may be a borrower under the Facility.

At ~~April 28,~~October 27, 2012, the amount outstanding under the Facility consisted of ~~$4.4~~$6.2 million in open documentary letters of credit related to merchandise purchases and ~~$1.2~~$1.5 million in outstanding standby letters of credit, and the Company had ~~$29.4~~$27.3 million available under the Facility for cash advances and/or the issuance of additional letters of credit.

At ~~April 28,~~October 27, 2012, the Company was in compliance with all covenant requirements related to the Facility.

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.

Inputs used in measuring fair value are prioritized into a three-level hierarchy based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The fair-value hierarchy requires the use of observable market data when available and consists of the following levels:

The following tables present information on the Company’s financial instruments (in thousands):


	Carrying Amount at April 28, 2012			Fair Value Measurements at Reporting Date Using								Carrying Amount at October 27, 2012			Fair Value Measurements at Reporting Date Using
	Carrying Amount at April 28, 2012			Level 1			Level 2			Level 3		Carrying Amount at October 27, 2012			Level 1			Level 2				Level 3
Financial assets:
Cash and cash equivalents	$	148,108		$	33,788		$	114,320		$	—	$	126,343		$	21,992		$	104,351			$	—
Long-term tenant allowance receivables		896			—			—			896		938			—			—				938

	Carrying Amount at January 28, 2012			Fair Value Measurements at Reporting Date Using								Carrying Amount at January 28, 2012			Fair Value Measurements at Reporting Date Using
	Carrying Amount at January 28, 2012			Level 1			Level 2			Level 3		Carrying Amount at January 28, 2012			Level 1			Level 2		��		Level 3
Financial assets:
Cash and cash equivalents	$	157,185		$	62,881		$	94,304		$	—	$	157,185		$	62,881		$	94,304			$	—
Long-term tenant allowance receivables		875			—			—			875		875			—			—				875

	Carrying Amount at April 30, 2011			Fair Value Measurements at Reporting Date Using								Carrying Amount at October 29, 2011			Fair Value Measurements at Reporting Date Using
			Level 1			Level 2			Level 3			Carrying Amount at October 29, 2011		Level 1			Level 2				Level 3
Financial assets:	Carrying Amount at April 30, 2011
Cash and cash equivalents	$	133,074		$	19,336		$	113,738		$	—	$	106,205		$	11,916		$	94,289			$	—
Short-term investments		50,455			—			50,550			—		25,056			—			25,059				—
Long-term tenant allowance receivables		817			—			—			817		855			—			—				855

Cash and cash equivalents are carried at either cost or amortized cost, which approximates fair value, due to their short term maturities. Certain money market funds are valued through the use of quoted market prices and are represented as Level 1. Other money market funds are valued at $1, which is generally the net asset value of these funds, and are represented at Level 2. Units are redeemable on a daily basis and redemption requests generally can be received the same day as the effective date. The Company’s short-term investments consisted of interest-bearing corporate bonds that were guaranteed by the U.S. Government under the Temporary Liquidity Guarantee Program, had maturities that were less than one year and were carried at amortized cost plus accrued income. Short-term investments were carried at amortized cost due to the Company’s intent to hold to maturity. The fair value of the Company’s short-term investments was determined based on quoted prices for similar instruments in active markets. The Company believes the carrying amounts of other receivables and accounts payable approximate fair value. The fair value of the long-term tenant allowance receivables was determined by discounting them to present value using an incremental borrowing rate of 9.26%, at the time of recording, over their five year collection period. The long-term tenant allowance receivables are included in other assets within the condensed consolidated balance ~~sheet.~~sheets.

~~For~~On a non-recurring basis, the ~~13 weeks ended April 28, 2012, and April 30, 2011~~

~~The table below segregates all non-financial~~Company measures certain of its long-lived assets ~~and liabilities as of April 28, 2012, January 28, 2012, and April 30, 2011, that are measured~~ at fair value ~~on a nonrecurring basis in periods subsequent to initial recognition into the most appropriate level within the fair value hierarchy~~ based on Level 3 inputs consisting of, but not limited to, projected sales growth, estimated gross margins, projected operating costs and an estimated weighted-average cost of capital rate. During the ~~inputs used to determine~~13 and 39 weeks ended October 27, 2012, and October 29, 2011, the ~~fair value at~~Company recorded $6.5 million, $19.0 million, $0.7 million and $2.0 million of impairment charges in the ~~measurement date:~~

~~The Company performs impairment tests whenever there are indicators~~accompanying condensed consolidated statements of ~~impairment.~~operations. Refer to Note 1, ~~for further information.~~“Basis of Presentation, Significant Accounting Policies, and Recently Adopted Accounting Pronouncements.”

Net (loss) income per share, basic, is computed based on the weighted-average number of common shares outstanding for the period, including consideration of the two-class method with respect to certain of the Company’s other equity securities (see below). Net (loss) income per share, diluted, is computed based on the weighted-average number of common and potentially dilutive common equivalent shares outstanding for the period, also with consideration given to the two-class method.

While the Company historically has paid no cash dividends, participants in the Company’s equity compensation plans who were granted restricted stock and performance shares are allowed to receive cash dividends paid on unvested restricted stock and unvested performance shares. The Company’s unvested restricted stock and unvested performance shares also qualify as participating securities and are included in the computation of earnings per share pursuant to the two-class method. For the dilutive computation, under the two-class method, determination of whether the unvested share-based payment awards are dilutive is based on the application of the “treasury stock” method and whether the performance criteria has been met. For the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, the Company incurred a net loss ~~as the participating securities are not allocated any portion of losses~~ and there is no dilutive effect of any unvested share-based payment awards. For the 13 and 39 weeks ended ~~April 30,~~October 29, 2011, the effect of the unvested share-based payment awards was anti-dilutive to the computation of diluted earnings per share.

The two-class method requires allocation of undistributed earnings per share between the common stock and unvested share-based payment awards based on the dividend and other distribution participation rights under each of these securities.

The following table summarizes the allocation of undistributed earnings among common stock and other participating securities using the two-class method and reconciles the weighted average common shares used in the computation of basic and diluted earnings per share (in thousands, except share data):


	13 Weeks Ended															13 Weeks Ended
	April 28, 2012								April 30, 2011							October 27, 2012								October 29, 2011
	Net Loss			Shares		Per Share Amount			Net Income			Shares		Per Share Amount		Net Loss			Shares		Per Share Amount			Net Income			Shares		Per Share Amount
Net (loss) income per share, basic:
Net (loss) income	$	(273	)						$	8,013						$	(14,779	)						$	3,748
Less: Undistributed earnings allocable to participating securities		—								(179	)						—								(107	)

Net (loss) income per share, basic	$	(273	)		88,486,977	$	(0.00	)	$	7,834			98,916,747	$	0.08	$	(14,779	)		88,877,993	$	(0.17	)	$	3,641			88,146,378	$	0.04

Net (loss) income per share, diluted:
Net (loss) income	$	(273	)						$	8,013						$	(14,779	)						$	3,748
Less: Undistributed earnings allocable to participating securities		—								(179	)						—								(106	)
Effect of dilutive securities					—								59,218							—								98,477

Net (loss) income per share, diluted	$	(273	)		88,486,977	$	(0.00	)	$	7,834			98,975,965	$	0.08	$	(14,779	)		88,877,993	$	(0.17	)	$	3,642			88,244,855	$	0.04

The computations of net (loss) income per share, diluted, excluded the following potentially dilutive securities exercisable into Class A common stock for the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, respectively, because their effect would not have been dilutive.


	13-Week Period Ended				13 Weeks Ended				39 Weeks Ended
	April 28, 2012		April 30, 2011		October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011
Stock options outstanding		3,216,217		3,200,081		2,592,016		2,598,282		2,592,419		2,466,663
Performance shares and nonvested restricted stock awards		2,077,361		2,253,790		838,225		2,588,704		1,560,491		2,485,530

Total		5,293,578		5,453,871		3,430,241		5,186,986		4,152,910		4,952,193

On July 19, 2006, a complaint was filed in the Superior Court of the State of California for the County of Los Angeles on behalf of certain of the Company’s current and former employees that were employed and paid by the Company on an hourly basis during the four-year period from July 19, 2002, through July 19, 2006. The Company was named as a defendant. The complaint alleged various violations under the State of California Labor Code, the State of California Business and Professions Code, and orders issued by the Industrial Welfare Commission. On November 30, 2006, the Company reached an agreement to pay approximately $0.3 million to settle this matter, subject to Superior Court approval. On September 27, 2010, the Superior Court granted final approval of the settlement agreement. An appeal was subsequently filed on January 26, 2011. ~~The Company is vigorously defending this appeal and is unable to predict~~On July 25, 2012, the ~~likely outcome. As~~Court of ~~April 28,~~Appeals dismissed Plaintiffs’ appeal. In mid-September 2012, the Company ~~has accrued an amount equal~~paid approximately $0.3 million to settle the matter plus $0.1 million in settlement ~~amount in accrued liabilities in its condensed consolidated balance sheet.~~

On May 22, 2007, a complaint was filed in the Superior Court of the State of California for the County of Orange on behalf of certain of the Company’s current and former employees who were employed and paid by the Company from May 22, 2003 through the present. The Company was named as a defendant. The complaint alleged various violations under the State of California Labor Code, the State of California Business and Professions Code, and Wage Orders of the Industrial Welfare Commission. On December 17, 2010, the court denied Plaintiffs’ Motion for Class Certification and Motion For Leave to File An Amended Complaint. Plaintiffs ~~have~~ appealed both orders. On April 4, 2012, the Court of Appeal affirmed the trial court’s denial of class certification and leave to amend the complaint. On September 11, 2012, the matter was transferred to a new judge in the lower court. There are currently only the four named plaintiffs in the lawsuit. A trial date has been set for June 3, 2013. The Company is vigorously defending this litigation and is unable to predict the likely ~~outcome and whether such outcome may have a material adverse effect on its results of operations or financial condition.~~outcome. Accordingly, no provision for a loss contingency has been accrued as of ~~April 28,~~October 27, 2012. Depending on the actual outcome of this case, provisions could be recorded in the future which may have a material adverse effect on the Company’s results of operations or financial condition.

On September 29, 2008, a complaint was filed in the Superior Court of the State of California for the County of San Francisco on behalf of certain of the Company’s current and former employees who were employed and paid by the Company from September 29, 2004 through the present. The Company was named as a defendant. The complaint alleges various violations under the State of California Labor Code and the State of California Business and Professions Code. On August 16, 2011, the court denied Plaintiffs’ Motion for Class Certification. Plaintiffs ~~have appealed.~~appealed and, on October 12, 2012, the California Court of Appeals affirmed the lower court’s ruling. The Company is vigorously defending this litigation and is unable to predict the likely ~~outcome and whether such outcome may have a material adverse effect on its results of operations or financial condition.~~outcome. Accordingly, no provision for a loss contingency has been accrued as of ~~April 28,~~October 27, 2012. Depending on the actual outcome of this case, provisions could be recorded in the future which may have a material adverse effect on the Company’s results of operations or financial condition.

On April 24, 2009, the U.S. Equal Employment Opportunity Commission (the “EEOC”) requested information and records relevant to several charges of discrimination by the Company against employees of the Company. In the course of this investigation, the EEOC served a subpoena seeking information related to current and former employees throughout the United States. ~~In April 2010,~~On November 14, 2012, the Company reached resolution with the EEOC ~~filed an application to enforce~~and several of the ~~subpoena in~~individual complainants that concludes the ~~U.S. District Court for the Eastern District of Pennsylvania, and is in the process of a nationwide~~EEOC’s investigation. The Company ~~is awaiting the results~~has accrued approximately $0.5 million for settlements with some of the ~~investigation~~individual complainants. The Company also agreed to programmatic initiatives that are consistent with the Company’s diversity plan. The Company will report progress on its initiatives and results periodically to the EEOC. Claimants with whom the Company did not enter into a settlement will have an opportunity to bring a private lawsuit within ninety days from the date they receive a right-to-sue notice from the EEOC. The Company is not certain when those notices will issue. The Company is unable to predict whether any complainant will file a private lawsuit and if filed, the likely ~~outcome and whether such outcome may have a material adverse effect on its results of operations or financial condition.~~outcome. Accordingly, no provision for a loss contingency has been accrued as of ~~April 28,~~October 27, 2012. Depending on the actual outcome of this case, provisions could be recorded in the future which may have a material adverse effect on the Company’s results of operations or financial condition.

On May 9, 2011, a complaint was filed in the Superior Court of the State of California for the County of Alameda on behalf of certain of the Company’s current and former employees who were employed and paid by the Company from May 9, 2007 through the present. The Company was named as a defendant. The complaint alleges various violations under the State of California Labor Code and the State of California Business and Professions Code. On February 3, 2012, the court granted the Company’s motion to transfer venue to the County of Orange. ~~Once~~On July 13, 2012, the ~~case is assigned to a new judge in~~Court granted the ~~Superior Court of the State of California for the County of Orange, the Company intends to file a~~Company’s motion to compel arbitration. Plaintiffs appealed. On July 18, 2012, the Company received notice that Plaintiffs filed charges with the National Labor Relations Board (NLRB) under Section 7 of the National Labor Relations Board Act based on the arbitration agreements Plaintiffs signed upon their hiring with the Company. Plaintiffs alleged that the Company’s arbitration agreements unlawfully compel employees to waive their rights to participate in class or representative actions against the Company. On September 20, 2012, the NLRB dismissed Plaintiffs claims. The Company is vigorously defending this litigation and is unable to predict the likely ~~outcome and whether such outcome may have a material adverse effect on its results of operations or financial condition.~~outcome. Accordingly, no provision for a loss contingency has been accrued as of ~~April 28,~~October 27, 2012. Depending on the actual outcome of this case, provisions could be recorded in the future which may have a material adverse effect on the Company’s results of operations or financial condition.

On October 27, 2011, a complaint was filed in the Superior Court of the State of California for the County of Los Angeles on behalf of certain of the Company’s current and former employees who were employed in California during the time period from October 27, 2007 through the present. The Company was named as a defendant. The complaint alleges various violations under the State of California Labor Code and the State of California Business and Professions Code. On ~~April 2,~~March 28, 2012, the court ~~granted~~entered an Order denying the Company’s motion to compel ~~arbitration and to enforce~~arbitration. On September 21, 2012, the ~~class action waiver in the arbitration agreement.~~Company filed a notice of appeal. The Company is vigorously defending this litigation and is unable to predict the likely ~~outcome and whether such outcome may have a material adverse effect on its results of operations or financial condition.~~outcome. Accordingly, no provision for a loss contingency has been accrued as of ~~April 28,~~October 27, 2012.

As Depending on the actual outcome of ~~April 28, 2012, the Company was not engaged in any other legal proceedings that are expected, individually or~~this case, provisions could be recorded in the ~~aggregate, to~~future which may have a material adverse effect on ~~its~~the Company’s results of operations or financial condition.

On July 12, 2012, a complaint was filed in United States District Court for the Central District of California on behalf of certain of the Company’s current and former African American retail store employees. The Company was named as a defendant. The complaint alleges various violations under 42 U.S.C. § 1981, including allegations that the Company engaged in disparate treatment discrimination of those African American current and former employees in promotion to management positions and against African American store management employees with respect to compensation and termination from 2008 through the present. Plaintiffs are also alleging retaliation. Plaintiffs are seeking reinstatement or instatement of Plaintiffs and class members to their alleged rightful employment positions, lost pay and benefits allegedly sustained by Plaintiffs and class members, compensatory damages for emotional distress, front pay, punitive damages, attorneys’ fees, and interest. The Company is vigorously defending this litigation and is unable to predict the likely outcome. Accordingly, no provision for a loss contingency has been accrued as of October 27, 2012. Depending on the actual outcome of this case, provisions could be recorded in the future which may have a material adverse effect on the Company’s results of operations or financial condition.

From time to time, the Company is involved in other litigation matters relating to claims arising out of its operations in the normal course of business. The Company believes that, in the event of a settlement or an adverse judgment on certain of these claims, the Company has insurance to cover a portion of such losses. However, certain ~~other~~ matters ~~may exist or~~could arise for which the Company does not have insurance coverage and which could have a material adverse effect on its results of operations or financial condition.

For the 1339 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011

The Company operates exclusively in the retail apparel industry in which it sells apparel and accessory items, primarily through mall-based chains of retail stores, to female consumers with a young, active lifestyle. The Company has identified two operating segments (“Wet Seal” and “Arden B”). E-commerce operations for Wet Seal and Arden B are included in their respective operating segments.

Information for the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, for the two reportable segments is set forth below (in thousands, except percentages):


13 Weeks Ended April 28, 2012	Wet Seal			Arden B			Corporate and Unallocated			Total
13 Weeks Ended October 27, 2012													Wet Seal			Arden B			Corporate and Unallocated			Total
Net sales	$	126,175		$	21,770		$	—		$	147,945		$	117,892		$	17,645		$	—		$	135,537
Percentage of consolidated net sales		85	%		15	%		—			100	%		87	%		13	%		—			100	%
Operating income (loss)	$	9,324		$	(1,304	)	$	(8,461	)	$	(441	)
Operating loss													$	(8,747	)	$	(3,733	)	$	(12,336	)	$	(24,816	)
Depreciation and amortization expense	$	3,856		$	454		$	381		$	4,691		$	3,442		$	404		$	422		$	4,268
Interest income	$	—		$	—		$	38		$	38		$	—		$	—		$	35		$	35
Interest expense	$	—		$	—		$	(48	)	$	(48	)	$	—		$	—		$	(45	)	$	(45	)
Income (loss) before provision (benefit) for income taxes	$	9,324		$	(1,304	)	$	(8,471	)	$	(451	)
Loss before benefit from income taxes													$	(8,747	)	$	(3,733	)	$	(12,346	)	$	(24,826	)


13 Weeks Ended April 30, 2011	Wet Seal			Arden B			Corporate and Unallocated			Total
13 Weeks Ended October 29, 2011													Wet Seal			Arden B			Corporate and Unallocated			Total
Net sales	$	131,054		$	24,986		$	—		$	156,040		$	131,216		$	20,919		$	—		$	152,135
Percentage of consolidated net sales		84	%		16	%		—			100	%		86	%		14	%		—			100	%
Operating income (loss)	$	18,813		$	2,564		$	(8,051	)	$	13,326		$	13,667		$	(1,011	)	$	(6,527	)	$	6,129
Depreciation and amortization expense	$	3,784		$	540		$	342		$	4,666		$	4,032		$	528		$	387		$	4,947
Interest income	$	—		$	—		$	72		$	72		$	—		$	—		$	57		$	57
Interest expense	$	—		$	—		$	(43	)	$	(43	)	$	—		$	—		$	(41	)	$	(41	)
Income (loss) before provision for income taxes	$	18,813		$	2,564		$	(8,022	)	$	13,355		$	13,667		$	(1,011	)	$	(6,511	)	$	6,145

The “Corporate and Unallocated” column is presented solely to allow for reconciliation of segment contribution to consolidated operating (loss) income, interest income, interest expense and (loss) income before ~~(benefit)~~(benefit from) provision for income taxes. Wet Seal and Arden B segment results include net sales, cost of sales, asset impairment and other direct store and field management expenses, with no allocation of corporate overhead or interest income and expense. The application of accounting policies for segment reporting is consistent with the application of accounting policies for corporate reporting.

Corporate expenses during the 13 and 39 weeks ended October 27, 2012, include $0.1 million and $2.0 million of severance costs resulting from the departure of the Company’s previous chief executive officer. Corporate expenses during the 13 and 39 weeks ended October 27, 2012, included $2.1 million in professional fees to defend against a shareholder proxy solicitation to replace a majority of the Company’s board members. The proxy solicitation ultimately led to an agreement to replace four of the Company’s seven board members during October 2012.

Wet Seal operating (loss) income during the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, includes ~~$2.7~~$5.8 million, $16.3 million, $0.2 million and ~~$0.2~~$1.0 million, respectively, of asset impairment charges.

Arden B operating (loss) income during the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, includes ~~$0.9~~$0.7 million, $2.7 million, $0.5 million and ~~$0.1~~$1.0 million, respectively, of asset impairment charges.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto. The following discussion and analysis contains forward-looking statements. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, and/or which include words such as “believes,” “plans,” “intends,” “anticipates,” “estimates,” “expects,” “may,” “will,” or similar expressions. In addition, any statements concerning future financial performance, ongoing 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 the Company, economic and market factors and the industry in which we do business, among other things. These statements are not guarantees 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 materially from those expressed or forecasted in 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 “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012, and elsewhere in this Quarterly Report ofon Form 10-Q.

All references to “we,” “our,” “us,” and “the Company” in this Quarterly Report on Form 10-Q mean The Wet Seal, Inc. and its wholly owned subsidiaries.

We are a national specialty retailer operating stores selling fashionable and contemporary apparel and accessory items designed for female customers ~~aged 15~~from their early teens to 39 years old. We operate two nationwide, primarily mall-based, chains of retail stores under the names “Wet Seal” and “Arden B.” At ~~April 28,~~October 27, 2012, we had 553 retail stores in 47 states and Puerto Rico. Of the 553 stores, there were ~~469~~472 Wet Seal stores and 8481 Arden B stores. Our merchandise can also be purchased online through the respective websites of each of our ~~operating segments~~chains.

We consider the following to be key performance indicators in evaluating our performance:

Comparable store sales—For purposes of measuring comparable store sales, sales include merchandise sales as well as membership fee revenues recognized under our Wet Seal division’s frequent buyer program during the applicable period. Stores are deemed comparable stores on the first day of the month following the one-year anniversary of their opening or significant remodel/relocation, which we define to be a square footage increase or decrease of at least 20%. Stores that are remodeled or relocated with a resulting square footage change of less than 20% are maintained in the comparable store base with no interruption. However, stores that are closed for four or more days in a fiscal month due to remodel, relocation or other reasons are removed from the comparable store base for that fiscal month as well as for the comparable fiscal month in the following fiscal year. Comparable store sales results are important in achieving operating leverage on expenses such as store payroll, occupancy, depreciation and amortization, general and administrative expenses, and other costs that are at least partially fixed. Positive comparable store sales results generate greater operating leverage on expenses while negative comparable store sales results negatively affect operating leverage. Comparable store sales results also have a direct impact on our total net sales, cash, and working capital.

Average transaction counts—We consider the trend in the average number of sales transactions occurring in our stores to be a key performance metric. To the extent we are able to increase transaction counts in our stores that more than offset the decrease, if any, in the average dollar sale per transaction, we will generate increases in our comparable store sales.

Gross margins—We analyze the components of gross margin, specifically cumulative mark-on, markups, markdowns, shrink, buying costs, distribution costs, and store occupancy costs. Any inability to obtain acceptable levels of initial markups, a significant increase in our use of markdowns or in inventory shrink, or an inability to generate sufficient sales leverage on other components of cost of sales could have an adverse impact on our gross margin results and results of operations.

Operating income—We view operating income as a key indicator of our financial success. The key drivers of operating income are comparable store sales, gross margins, and the changes we experience in operating costs.

Cash flow and liquidity (working capital)—We evaluate cash flow from operations, liquidity and working capital to determine our short-term operational financing needs.

We report our results as two reportable segments representing our two retail ~~divisions, Wet Seal and Arden B. E-commerce operations for Wet Seal and Arden B are included in their respective reporting segments.~~divisions. Although the two operating segments have many similarities in their products, production processes, distribution methods, and regulatory environment, there are differences in most of these areas and distinct differences in their economic characteristics. As a result, we consider these segments to be two distinct reportable segments.

Wet Seal. Wet Seal is a junior apparel brand for girls and young women who seek fashionable clothing at a value, with a target customer age range of 15teens to ~~23 years old.~~early twenties. Wet Seal seeks to provide its customer base with a balance of trend right and fashion basic apparel and accessories that are affordably priced.

Arden B. Arden B is a fashion brand at value price points for the contemporary woman. Arden B targets customers aged 25 to 39 years old and seeks to deliver differentiated contemporary fashion, dresses, sportswear separates and accessories for any occasion of the customers’ lifestyles.

We maintain a Web-based store located atwww.wetseal.com, offering Wet Seal merchandise comparable to that carried in our stores, to customers over the Internet. We also maintain a Web-based store located atwww.ardenb.com, offering Arden B merchandise comparable to that carried in our stores, to customers over the Internet. Our e-commerce stores are designed to serve as an extension of the in-store experience and offer an expanded selection of merchandise, with the goal of growing both e-commerce and in-store sales. We continue to develop our Wet Seal and Arden B websites to increase their effectiveness in marketing our brands. We do not consider our Web-based business to be a distinct reportable segment. The Wet Seal and Arden B reportable segments include, in addition to data from their respective stores, data from their respective e-commerce operations.

See Note 7, of“Segment Reporting,” to the ~~notes to~~unaudited condensed consolidated financial statements for financial information regarding segment reporting, which information is incorporated herein by reference.

The ~~overall~~ retail environment in the U.S. has shown slight improvement in the ~~early months~~first three quarters of 2012. However, only modest growth in the retail industry is expected for 2012 due to continued uncertainty regarding the global economy and the lack of significant improvement in the U.S. housing market and ~~elevated~~ unemployment ~~rates across all regions of the U.S.~~rates. In addition, U.S. gross domestic product growth remains slow, further contributing to a volatile, and generally weak, retail environment. ~~During the first quarter of~~Year-to-date fiscal 2012, we ran aggressive promotions and ~~took higher~~incurred high levels of clearance markdowns at both Wet Seal and Arden B to address product that was performing below expectations, primarily in the ~~challenges we experienced~~tops category, and more recently during the fiscal 2012 third quarter, in an effort to clear merchandise from the previous strategy and re-merchandise our ~~tops business in both brands.~~Wet Seal stores with product that appeals to a broader demographic. As a result, we experienced significant declines in our merchandise margin and comparable store sales. ~~In addition,~~Although we ~~continued to incur sourcing cost pressures~~expect improvement in ~~the first quarter of fiscal 2012 as a result of elevated commodity prices, primarily for cotton, increased labor costs due to labor shortages in China, from which a majority of~~ our merchandise ~~is sourced, and increased fuel costs. We~~margins once our stores are fully re-merchandised, we expect ~~many of these sourcing cost pressures~~a very competitive environment throughout the holiday season will require aggressive promotional levels that will continue to continue into fiscal 2012, although recent declines in cotton prices may begin to alleviate some of the commodity cost pressures late in 2012 or early 2013. The rising value of the currency in China relative to the U.S. dollar may also have a further impact on future product costs.challenge our margins.

Our performance is subject to general economic conditions and their impact on levels of consumer confidence and consumer spending. Consumer purchases of discretionary items, including our merchandise, generally decline during periods when disposable income is adversely affected or there is economic uncertainty. As a result of the continued difficult economic conditions, we may face risks that will impact many facets of our operations, including, among other things, the ability of one or more of our vendors to deliver their merchandise in a timely manner or otherwise meet their obligations to us. Although we believe we are sufficiently prepared and financially strong enough to endure poor economic conditions in the U.S. and world economic markets, if such conditions continue, or if they deteriorate further, our business, financial condition, and results of operations may be further materially adversely affected.

Our comparable store sales decreased ~~7.7%~~13.5% during the 13 weeks ended ~~April 28,~~October 27, 2012, driven by a ~~7.0%~~13.5% comparable store sales decrease in our Wet Seal division and ~~an 11.4%~~a 13.8% comparable store sales decrease in our Arden B division. The Wet Seal division’s comparable store sales decrease was primarily driven by a decrease in transaction volume ~~partially offset by an increase in~~and average dollar sales per transaction, which was driven by a decrease in average unit selling price, partially offset by an increase in units purchased per ~~customer, partially offset by a decrease in average unit selling price.~~customer. At Wet Seal, ~~we performed poorly in the~~our underperformance reflected our planned strategy to transition away from an assortment geared toward more elevated product and a more mature customer, versus our historical product mix and customer target, with aggressive promotions. Our tops, ~~category due to, we believe, a weak fashion offering, an overly narrow assortment breadth,~~excluding woven tops, dressy bottoms, active, and ~~macro trends whereby~~jewelry businesses declined significantly, while woven tops, ~~are downtrending in favor of an uptrending bottoms cycle. This poor performance in tops was partially offset by strong performance in~~denim bottoms, shoes, outerwear and ~~outerwear.~~accessory sales increased. The Arden B division comparable store sales decrease was primarily driven by a decline in transaction volume ~~partially offset by an increase~~and a decrease in ~~its~~ average dollar sales per transaction, which was driven by a decrease in average unit selling price, partially offset by an increase in units purchased per ~~customer, partially offset by a decrease in average unit selling price.~~customer. At Arden B, ~~we exceeded~~ our ~~expectations~~performance reflects declines in ~~bottoms~~all categories except outerwear and ~~jewelry~~bottoms. Although the Arden B dress business did not increase over the prior year, it did perform well on lower inventory levels. We are focused on continuing to build our inventory levels in dresses and the other key categories to drive near term sales ~~which were more than offset by a weak tops assortment and dresses for which sales were below our expectations.~~increases during the holiday season. Our combined e-commerce sales ~~declined 17%~~increased 8.7% during the 13 weeks ended ~~April 28,~~October 27, 2012, ~~from~~as compared to the prior year quarter.

The third quarter marked an important transition period for us as we ~~continued~~executed upon our ~~initiative~~decision to ~~reduce promotional levels and rebalance inventories more toward regular price versus clearance items in the e-commerce channel in an effort~~return to ~~better align the e-commerce presentation and shopping experience with those~~our core expertise of ~~the stores. As we continue efforts to improve~~fast fashion merchandising. We took aggressive actions towards refocusing our ~~fashion assortments at both~~ Wet Seal division strategy, including returning to merchandising to a broader demographic, including the young teen customer, sourcing a broader variety of product more directly from fast fashion vendors, committing to merchandise purchases closer to time of need, and ~~Arden B, we have experienced continued sales challenges~~focusing our price points on our core customer, which long supported our success. These actions allowed us to ~~begin our second fiscal quarter. We have provided guidance for the second quarter of fiscal 2012 for a~~achieve progressive improvement in comparable store sales ~~decline of between 7% and 11%.~~

~~Our top near-term strategic priority is~~trend from month to ~~improve our business trends and drive sales productivity~~month in the fiscal 2012 third quarter, as we had planned. We seek continued improvement in our stores by focusing on distortions by category to give our customer what is most desirable, expanding our assortment breadth to drive momentum in our top and mid-tier volume stores, and planning and implementing in-store, e-commerce and social networking strategies, immediately and through the ~~third and~~fiscal 2012 fourth ~~quarters,~~quarter that we expect will drive increases in traffic and conversion rates. We continue our work on our mid to long-term initiatives, including driving a more customer-obsessed culture in our stores and throughout the business, implementing merchandising improvements as informed by independent customer research we conducted during fiscal 2011, redefining our “brand DNA” for both divisions, which are aimed at filling niches we do not feel are addressed competitively today, modifying our Wet Seal store design to support our brands and enhance our customers’ shopping experience, redirecting our store labor toward service and selling through streamlined operational tasks and/or eliminated non-selling activities and introducing training programs focused on developing a selling culture. Higher store productivity would contribute to comparable store sales growth. Other strategic priorities include continuing to focus on improving merchandise margins in both divisions, improving the Arden B business to allow it to stabilize and reach its full potential, and expanding our existing Wet Seal retail store base and e-commerce businesses. We are also focused on improving gross margins by optimizing sourcing of merchandise, enhancing our inventory planning and allocation functions and improving supply chain efficiency through better coordination among and within our vendor base, internal distribution and store operations organizations. Although we have embarked on the strategic initiatives and priorities above, there is much work ahead ofultimately return us to ~~ensure the successful implementation~~a level of sales and earnings that our fast fashion strategy ~~and to realize significant benefits to the business.~~has driven for many years.

~~As we focus on day-to-day execution and traffic-driving and conversion strategies to generate near term sales momentum in our business, we have modified our~~For all of fiscal 2012, we expect to have four net store ~~growth plans for~~closings at Wet Seal and 20 net store closings at Arden B. ~~This change in plans~~As a result, we estimate we will ~~allow all areas of our company to direct more energy toward key near-term priorities~~end fiscal 2012 with 468 Wet Seal stores and ~~will result in capital spending reductions for the year.~~ 66 Arden B stores.

At Wet Seal, we opened ~~one~~five new ~~store~~stores and closed ~~four stores~~one store during the 13 weeks ended ~~April 28,~~October 27, 2012. We now plan 20 to 22 net store openings at Wet Seal for all of fiscal 2012, a decrease from our prior plan of 25 to 30 net openings. This reflects a more selective approach to new store development while we work on repositioning efforts at Wet Seal. This will also re-direct real estate focus more toward lease renewals, remodeling and/or refreshing of our current store base this year, as well as toward development of growth strategies for 2013 and beyond. At Arden B, we closed ~~two stores~~one store during the 13 weeks ended April 28, 2012, taking our store count to 84. As we entered fiscal 2012, our plans were to maintain Arden B at 86 stores through the year, whereby we would renew most expiring leases and replace a few store closures upon lease expirations with new store openings. We will now focus on turning around the merchandise positioning and sales productivity at Arden B, while mitigating our financial investments in the process. As Arden B leases come up for renewal this year, we will either seek short-term extensions or allow the lease to expire and close the store. In addition, we will not be opening any new Arden B stores during fiscalOctober 27, 2012. With these actions, we expect the Arden B store base will decline from the current 84 stores to between 64 and 69 stores by the end of fiscal 2012. Of these 15 to 20 store closures, we expect approximately five to occur during the third quarter of fiscal 2012, with the remainder closing at the end of fiscal 2012. On a net basis, we do not expect the Arden B store closures to significantly change the four wall cash flow performance of this division as a whole.

Our condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 U.S. GAAP for complete financial statements.

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

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 of Notes to Consolidated Financial Statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012.

The policies and estimates discussed below involve the selection or application of alternative accounting policies that are material to our condensed consolidated financial statements. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors.

We have certain accounting policies that require more significant management judgment and estimates than others. These include our accounting policies with respect to revenue recognition, merchandise inventories, long-lived assets, stock-based compensation, accounting for income taxes and insurance reserves. There have been no significant additions to or modifications of the application of the critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012, except for the following updates for our critical accounting policies for long-lived assets and accounting for income taxes.

We evaluate the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors that are considered important that could result in the necessity to perform an impairment review include a current-period operating or cash flow loss combined with a history of operating or cash flow losses and a projection or forecast that indicates continuing losses or insufficient income associated with the realization of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the estimated undiscounted future cash flows are less than the carrying value, an impairment loss will be recognized, measured as the difference between the carrying value and the estimated fair value of the assets, based on discounted estimated future cash flows using our weighted average cost of capital. Forecasted earnings, growth rates and other assumptions used to estimate carrying value recoverability rely heavily upon estimates made by management. If we are not able to achieve our projected growth rates and cash flows, this could result in additional impairment of assets in the future. We have considered all relevant valuation techniques that could be applied without undue cost and effort and have determined that the discounted estimated future cash flow approach continues to provide the most relevant and reliable means by which to determine fair value in this circumstance.

Our financial performance in the first three quarters of fiscal 2012 declined more than projected by us in past impairment analyses, which resulted in asset impairment charges each quarter since the beginning of fiscal 2012. Each period reflected our best estimate at the time. If we ~~assess whether events or changes~~are not able to achieve our projected key financial metrics, and strategic initiatives being implemented do not result in ~~circumstances have occurred that potentially indicate~~significant improvements in our current financial performance trend, we would incur additional impairment of assets in the ~~carrying value of long-lived assets may not be recoverable.~~ future.

During the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, we determined such events or changes in circumstances had occurred with respect to certain of our retail stores, and that operating losses or insufficient operating income would likely continue. As such, we recorded noncash charges of ~~$3.6~~$6.5 million, $19.0 million, $0.7 million and ~~$0.3~~$2.0 million, in our condensed consolidated statements of operations for the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, respectively, to write down the carrying value of these stores’ long-lived assets to their estimated fair values.

We ~~began fiscal 2012 with~~have approximately ~~$65.7~~$75.9 million of federal net operating loss (“NOL”) carry forwards available to offset taxable income in fiscal 2012 and thereafter, subject to certain annual limitations based on the provisions of Section 382 of the Internal Revenue Code.

Our effective income tax ~~rate~~rates for the 13 and 39 weeks ended ~~April 28,~~October 27, 2012, ~~was approximately 39.5%~~were 40.5% and 38.8%, ~~which reflects our expected~~respectively. We expect a 38.8% effective income tax rate for fiscal 2012. ~~Due to our expected utilization~~Our effective income tax rates reflect a $0.3 million write-off of ~~federal and state NOL carry forwards during~~certain deferred tax assets in the fiscal 2012 wesecond quarter as a result of IRS adjustments from our closed IRS audit of our fiscal 2008 and 2009 tax years and $0.3 million for tax credits taken on our fiscal year 2011 tax return and recorded in the fiscal 2012 third quarter, which are discrete items. We anticipate cash payment for income taxes for the fiscal year will be approximately ~~6.9% of pre-tax~~

$0.1 million, representing certain state income ~~representing the portion of federal and state alternative minimum taxes and state regular income taxes that cannot be offset by NOLs.~~taxes. The difference between the effective income tax rate and the anticipated cash income taxes is recorded as a non-cash ~~(benefit) provision~~benefit for deferred ~~incomes~~income taxes.

Recently Adopted Accounting Pronouncements ~~and New Accounting Pronouncements Not Yet Adopted~~

In May 2011, the Financial Accounting Standards Board (the “FASB”) issued guidance on the application of fair value accounting where its use is already required or permitted by other standards within U.S. GAAP. This guidance changed the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Amendments include those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements, and change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend for the amendments to result in a change in the application of the requirements. This guidance isbecame effective ~~during~~for interim and annual periods beginning after December 15, 2011. We adopted this guidance and it did not significantly impact our condensed consolidated financial statements.

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income. This guidance provided an entity with an option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both options, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance isbecame effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, and is to be applied on a retrospective basis. We have adopted this guidance and have presented total comprehensive (loss) income, the components of net (loss) income and the components of other comprehensive (loss) income in two separate but consecutive statements within our condensed consolidated financial statements.

The following table sets forth selected condensed consolidated statements of operations data as a percentage of net sales for the periods indicated. The discussion that follows should be read in conjunction with the table below:


	As a Percentage of Net Sales 13 Weeks Ended						As a Percentage of Net Sales 13 Weeks Ended						As a Percentage of Net Sales 39 Weeks Ended
	April 28, 2012			April 30, 2011			October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		70.5			65.8			80.8			69.5			76.0			68.1

Gross margin		29.5			34.2			19.2			30.5			24.0			31.9
Selling, general, and administrative expenses		27.4			25.5			32.8			26.0			30.1			26.5
Asset impairment		2.4			0.2			4.7			0.5			4.6			0.4

Operating (loss) income		(0.3	)		8.5			(18.3	)		4.0			(10.7	)		5.0
Interest (expense) income, net		(0.0	)		0.0			(0.0	)		0.0			(0.0	)		0.0

(Loss) income before (benefit) provision for income taxes		(0.3	)		8.5
(Benefit) provision for income taxes		(0.1	)		3.4
(Loss) income before (benefit from) provision for income taxes								(18.3	)		4.0			(10.7	)		5.0
(Benefit from) provision for income taxes								(7.4	)		1.5			(4.2	)		1.9

Net (loss) income		(0.2	)%		5.1	%		(10.9	)%		2.5	%		(6.5	)%		3.1	%

Thirteen Weeks Ended ~~April 28,~~October 27, 2012, Compared to Thirteen Weeks Ended ~~April 30,~~October 29, 2011


	13 Weeks Ended October 27, 2012		Change From Prior Fiscal Period					13 Weeks Ended October 29, 2011
			($ in millions)
Net sales	$	135.5	$	(16.6	)	(10.9	)%	$	152.1
Comparable store sales decrease						(13.5	)%

Net sales for the 13 weeks ended ~~April 28,~~October 27, 2012, decreased primarily as a result of ~~the following:~~

Aa decrease of ~~7.7%~~13.5% in comparable store sales, resulting from ~~an 11.1%~~a 13.0% decrease in comparable store average transactions ~~partially offset by~~and a ~~3.8% increase~~0.8% decrease in comparable store average dollar sales per transaction. Comparable store average dollar sales per transaction ~~increased~~decreased mainly due to a ~~6.5%~~4.2% decrease in average unit retail prices, partially offset by a 3.4% increase in the number of units purchased per ~~customer,~~customer.

The decrease in net sales was partially offset by ~~a 3.2% decrease~~an increase in ~~average unit retail prices;~~number of stores, from 550 stores as of October 29, 2011, to 553 stores as of October 27, 2012, and

~~The increase in net sales was partially offset by an increase in number of stores open, from 536 stores as of April 30, 2011, to 553 stores as of April 28, 2012.~~


	13 Weeks Ended April 28, 2012			Change From Prior Fiscal Period				13 Weeks Ended April 30, 2011			13 Weeks Ended October 27, 2012			Change From Prior Fiscal Period				13 Weeks Ended October 29, 2011
				($ in millions)										($ in millions)
Cost of sales	$	104.3		$	1.7	1.7	%	$	102.6		$	109.5		$	3.7	3.5	%	$	105.8
Percentage of net sales		70.5	%			4.7	%		65.8	%		80.8	%			11.3	%		69.5	%

Cost of sales includes the cost of merchandise; markdowns; inventory shortages; inventory valuation adjustments; inbound freight; payroll expenses associated with buying, planning and allocation; processing, receiving and other warehouse costs; rent and other occupancy costs; and depreciation and amortization expense associated with our stores and distribution center.

Cost of sales as a percentage of net sales increased due primarily to a decrease in merchandise margin as a result of significantly higher markdown rates in both the Wet Seal and Arden B divisions, as compared to the prior year, and the deleveraging effect on occupancy, buying and planning and allocation costs ~~as a result of negative~~from the decline in comparable store sales.

Cost of sales dollars increased primarily due to ~~the increase in merchandise costs as a result of~~ higher markdowns, ~~and an increase~~partially offset by the decline in ~~occupancy cost as a result of the increase in number of stores.~~sales.


	13 Weeks Ended April 28, 2012			Change From Prior Fiscal Period				13 Weeks Ended April 30, 2011			13 Weeks Ended October 27, 2012			Change From Prior Fiscal Period				13 Weeks Ended October 29, 2011
				($ in millions)										($ in millions)
Selling, general, and administrative expenses	$	40.4		$	0.5	1.5	%	$	39.9		$	44.4		$	4.9	12.4	%	$	39.5
Percentage of net sales		27.4	%			1.9	%		25.5	%		32.8	%			6.8	%		26.0	%

Our SG&A expenses are comprised of two components. Selling expenses include store and field support costs, including personnel, advertising, merchandise delivery, and transaction processing costs, as well as e-commerce processing and advertising costs. General and administrative expenses include the cost of corporate functions such as executives, legal, finance and accounting, information systems, human resources, real estate and construction, marketing, loss prevention, and other centralized services.

Selling expenses ~~were in line with~~decreased $0.8 million from the prior year ~~at $31.2~~to $31.5 million. As a percentage of net sales, selling expenses were ~~21.1%~~23.3% of net sales, or ~~110~~200 basis points higher than a year ago.

The following contributed to the current year ~~offsetting increases and decreases~~decrease in selling expenses:

~~However, the increases in selling expenses were offset by the following decreases:~~

However, the decreases in selling expenses were partially offset by the following increases:

General and administrative expenses increased ~~approximately $0.5~~$5.7 million from the prior year, to ~~$9.2~~$12.9 million. As a percentage of net sales, general and administrative expenses were ~~6.3%~~9.5%, or 80480 basis points higher than ain the prior year ~~ago.~~quarter.

The following contributed to the current year increase in general and administrative expenses:

The increases in general and administrative expenses were partially offset by the following decreases:

The continued decline in our business has led to non-cash impairment charges during the 13 weeks ended October 27, 2012. If we are not able to achieve our projected growth rates and cash flows, and strategic initiatives currently being implemented do not result in significant improvements in our current financial performance trend, we would incur additional impairment of assets in the future.

Based on our quarterly assessments of the carrying value of long-lived assets, during the 13 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, we identified certain retail stores with carrying values of their assets, including leasehold improvements, furniture, fixtures, and equipment, in excess of such stores’ respective forecasted undiscounted cash flows. Accordingly, we reduced their respective carrying values to their estimated fair market values, resulting in non-cash charges of ~~$3.6~~$6.5 million and ~~$0.3~~$0.7 million, respectively.


	13 Weeks Ended April 28, 2012			Change From Prior Fiscal Period					13 Weeks Ended April 30, 2011			13 Weeks Ended October 27, 2012			Change From Prior Fiscal Period					13 Weeks Ended October 29, 2011
	($ in millions)											($ in millions)
Interest (expense) income, net	$	(0.0	)	$	(0.0	)	0.0	%	$	0.0		$	(0.0	)	$	(0.0	)	(0.0	)%	$	0.0
Percentage of net sales		0.0	%				0.0	%		0.0	%		0.0	%				0.0	%		0.0	%

We generated interest expense, net, of less than $0.1 million in the 13 weeks ended ~~April 28,~~October 27, 2012, primarily from the amortization of deferred financing costs, partially offset by earnings from investments in cash and cash equivalents, and we generated interest income, net, of less than $0.1 million in the 13 weeks ended ~~April 30,~~October 29, 2011, primarily from earnings from investments in cash and cash equivalents and short-term ~~investments.~~

Our effective income tax rate for the 13 weeks ended ~~April 28,~~October 27, 2012, was approximately ~~39.5%, which approximates our expected~~40.5%. We expect a 38.8% effective income tax rate for fiscal 2012. ~~Due to~~Our effective income tax rate for the 13 weeks ended October 27, 2012, reflects $0.3 million for tax credits taken on our ~~expected utilization of federal and state NOL carry forwards during~~ fiscal ~~2012, we~~year 2011 tax return, which is a discrete item. We anticipate cash payment for income taxes for the fiscal year will be approximately ~~6.9% of pre-tax~~$0.1 million, representing certain state income ~~representing the portion of federal and state alternative minimum taxes and state regular income taxes that cannot be offset by NOLs.~~taxes. The difference between the effective income tax rate and the anticipated cash income taxes is recorded as a non-cash ~~(benefit) provision~~benefit for deferred income taxes.

The following is a discussion of the operating results of our business segments. We consider each of our operating divisions to be a segment. In the tables below, Wet Seal and Arden B reportable segments include data from their respective stores and e-commerce operations. Operating segment results include net sales, cost of sales, asset impairment, store closure costs, and other direct store and field management expenses, with no allocation of corporate overhead, interest income or expense.


(In thousands, except percentages, sales per square foot and number of stores)	13 Weeks Ended April 28, 2012			13 Weeks Ended April 30, 2011			13 Weeks Ended October 27, 2012			13 Weeks Ended October 29, 2011
Net sales	$	126,175		$	131,054		$	117,892		$	131,216
Percentage of consolidated net sales		85	%		84	%		87	%		86	%
Comparable store sales percentage (decrease) increase compared to the prior year fiscal quarter		(7.0	)%		8.3	%
Operating income	$	9,324		$	18,813
Comparable store sales percentage decrease compared to the prior year period								(13.5	)%		(0.1	)%
Operating (loss) income							$	(8,747	)	$	13,667
Sales per square foot	$	64		$	69		$	59		$	67
Number of stores as of quarter end		469			454
Square footage as of quarter end		1,881			1,806
Number of stores as of period end								472			464
Square footage as of period end								1,885			1,857

The comparable store sales decrease during the 13 weeks ended ~~April 28,~~October 27, 2012, was due primarily to a decrease of ~~10.5%~~13.2% in comparable store average transactions ~~partially offset by an increase~~and a decrease of ~~3.8%~~0.5% in comparable store average dollar sales per transaction. The ~~increase~~decrease in comparable store average dollar sales per transaction resulted from a ~~6.0% increase in units purchased per customer, partially offset by a 2.9%~~4.0% decrease in our average unit retail ~~prices.~~prices, partially offset by a 3.0% increase in units purchased per customer. The net sales decrease was attributable to the comparable store sales decline, ~~and~~partially offset by a ~~$0.8~~$0.7 million ~~decrease~~increase in net sales in our e-commerce business ~~partially offset by the~~and an increase in the number of stores compared to the prior year.

Wet ~~Seal’s~~Seal incurred an operating ~~income decreased to~~loss of 7.4% of net sales during the 13 weeks ended ~~April 28,~~October 27, 2012, ~~from 14.4%~~compared to operating income of 10.4% of net sales during the 13 weeks ended ~~April 30,~~October 29, 2011. ~~The~~This decrease ~~in operating income, as a percentage of sales,~~ was due primarily to a decrease in merchandise margin as a result of significantly higher markdown rates in an effort to clear merchandise from the previous strategy and re-merchandise our stores with product that appeals to a broader demographic and an increase in occupancy costs due to the deleveraging effect of ~~negative~~the significant decline in comparable store ~~sales, compared to the prior year.~~sales. Additionally, during the 13 weeks ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011, operating (loss) income included asset impairment charges of ~~$2.7~~$5.8 million and $0.2 million, respectively, to write down the carrying value of long-lived assets that were identified during our quarterly impairment evaluations.


(In thousands, except percentages, sales per square foot and number of stores)	13 Weeks Ended October 27, 2012			13 Weeks Ended October 29, 2011
Net sales	$	17,645		$	20,919
Percentage of consolidated net sales		13	%		14	%
Comparable store sales percentage decrease compared to the prior year period		(13.8	)%		(6.3	)%
Operating loss	$	(3,733	)	$	(1,011	)
Sales per square foot	$	63		$	74
Number of stores as of period end		81			86
Square footage as of period end		251			266

The comparable store sales decrease during the 13 weeks ended ~~April 28,~~October 27, 2012, was due to a ~~17.6%~~10.6% decrease in comparable store average transactions ~~partially offset by~~and a ~~7.5% increase~~3.5% decrease in comparable store average dollar sales per transaction. The ~~increase~~decrease in the comparable store average dollar sales per transaction resulted from a ~~9.8% increase in units purchased per customer, partially offset by a 2.4%~~9.0% decrease in our average unit retail ~~prices.~~prices, partially offset by a 5.8% increase in units purchased per customer. The net sales decrease was primarily attributable to the comparable sales decline and a ~~$0.9 million~~ decrease ~~in net sales in our e-commerce business, partially offset by an increase~~ in the number of stores compared to the prior year.

Arden B incurred an operating loss of ~~6.0%~~21.2% of net sales during the 13 weeks ended ~~April 28,~~October 27, 2012, compared to operating ~~income~~loss of ~~10.3%~~4.8% of net sales during the 13 weeks ended ~~April 30,~~October 29, 2011. This decrease was due primarily to a decrease in merchandise margin as a result of higher markdown rates and an increase in occupancy costs due to the deleveraging effect of ~~negative~~the significant decline in comparable store ~~sales, compared to the prior year.~~sales. Additionally, during the 13 weeks ended ~~April 28,~~October 27, 2012 and ~~April 30,~~October 29, 2011, operating loss included asset impairment charges of $0.7 million and $0.5 million, respectively, to write down the carrying value of long-lived assets that were identified during our quarterly impairment evaluations.

Thirty-Nine Weeks Ended October 27, 2012, Compared to Thirty-Nine Weeks Ended October 29, 2011

Net sales for the 39 weeks ended October 27, 2012, decreased primarily as a result of the following:

The decrease in net sales was partially offset by an increase in number of stores open, from 550 stores as of October 29, 2011, to 553 stores as of October 27, 2012.

Cost of sales dollars increased primarily due to higher markdowns, partially offset by the decline in sales, and a slight increase in occupancy cost as a result of the increase in number of stores.

Selling expenses decreased approximately $2.1 million from the prior year to $94.2 million. As a percentage of net sales, selling expenses were 22.5% of net sales, or 140 basis points higher than a year ago.

However, the decreases in selling expenses were partially offset by the following increases:

General and administrative expenses increased approximately $7.3 million from the prior year, to $32.0 million. As a percentage of net sales, general and administrative expenses were 7.6%, or 220 basis points higher than a year ago.

The following contributed to the current year increase in general and administrative expenses:

The increases in general and administrative expenses were partially offset by the following decreases:

The continued decline in our business has led to non-cash impairment charges during the 39 weeks ended October 27, 2012. If we are not able to achieve our projected growth rates and cash flows, and strategic initiatives currently being implemented do not result in significant improvements in our current financial performance trend, we would incur additional impairment of assets in the future

Based on our quarterly assessments of the carrying value of long-lived assets, during the 39 weeks ended October 27, 2012, and October 29, 2011, we identified certain retail stores with carrying values of their assets, including leasehold improvements, furniture, fixtures, and equipment, in excess of such stores’ respective forecasted undiscounted cash flows. Accordingly, we reduced their respective carrying values to their estimated fair market values, resulting in non-cash charges of $19.0 million and $2.0 million, respectively.

We generated interest expense, net, of less than $0.1 million in the 39 weeks ended October 27, 2012, primarily from the amortization of deferred financing costs, partially offset by earnings from investments in cash and cash equivalents, and we generated interest income, net, of $0.1 million in the 39 weeks ended October 29, 2011, primarily from earnings from investments in cash and cash equivalents and short-term investments, partially offset by amortization of deferred financing costs.

Our effective income tax rate for the 39 weeks ended October 27, 2012, was approximately 38.8% and we expect a 38.8% effective income tax rate for fiscal 2012. Our effective income tax rates reflect a $0.3 million write-off of certain deferred tax assets in the fiscal 2012 second quarter as a result of IRS adjustments from our closed IRS audit of our fiscal 2008 and 2009 tax years and $0.3 million for tax credits taken on our fiscal 2011 tax return in the fiscal 2012 third quarter. We anticipate cash payment for income taxes for the fiscal year will be approximately $0.1 million, representing certain state income taxes. The difference between the effective income tax rate and the anticipated cash income taxes is recorded as a non-cash benefit for deferred income taxes.

The comparable store sales decrease during the 39 weeks ended October 27, 2012, was due primarily to a decrease of 11.8% in comparable store average transactions, partially offset by an increase of 1.2% in comparable store average dollar sales per transaction. The increase in comparable store average dollar sales per transaction resulted from a 3.4% increase in units purchased per customer, partially offset by a 2.8% decrease in our average unit retail prices. The net sales decrease was attributable to the comparable store sales decline and a $0.5 million decrease in net sales in our e-commerce business, partially offset by the increase in the number of stores compared to the prior year.

Wet Seal incurred an operating loss of 2.2% of net sales during the 39 weeks ended October 27, 2012, compared to operating income of 11.0% of net sales during the 39 weeks ended October 29, 2011. This decrease was due primarily to a decrease in merchandise margin as a result of significantly higher markdown rates in an effort to clear merchandise from the previous strategy and re-merchandise our stores with product that appeals to a broader demographic and an increase in occupancy costs due to the deleveraging effect of the significant decline in comparable store sales. Additionally, during the 39 weeks ended October 27, 2012, and October 29, 2011, operating (loss) income included asset impairment charges of ~~$0.9~~$16.3 million and ~~$0.1~~$1.0 million, respectively, to write down the carrying value of long-lived assets that were identified during our quarterly impairment evaluations.

The comparable store sales decrease during the 39 weeks ended October 27, 2012, was due to a 12.2% decrease in comparable store average transactions and a slight decrease in comparable average dollar sales per transaction, which was primarily driven by a 7.4% decrease in our average unit retail prices, offset by a 7.7% increase in units purchased per customer. The net sales decrease was attributable to the significant comparable sales decline, a decrease in the number of stores compared to the prior year, and a $0.7 million decrease in net sales in our e-commerce business, as compared to the prior year.

Arden B incurred an operating loss of 10.9% of net sales during the 39 weeks ended October 27, 2012, compared to operating income of 4.3% of net sales during the 39 weeks ended October 29, 2011. This decrease was due primarily to a decrease in merchandise margin as a result of higher markdown rates and an increase in occupancy costs due to the deleveraging effect of the significant decline in comparable store sales. Additionally, during the 39 weeks ended October 27, 2012, and October 29, 2011, operating (loss) income included asset impairment charges of $2.7 million and $1.0 million, respectively, to write down the carrying value of long-lived assets that were identified during our quarterly impairment evaluations.

Net cash used in operating activities was ~~$5.1~~$13.8 million for the 1339 weeks ended ~~April 28,~~October 27, 2012, compared to net cash provided by operating activities of ~~$17.5~~$30.4 million for the same period last year. For the 1339 weeks ended ~~April 28,~~October 27, 2012, cash used in operating activities was comprised of net loss of $0.3 million, an increase in merchandise inventories over the increase of merchandise payables of $3.0 million, and a net use of cash from changes in other operating assets and liabilities of $11.3 million, which includes $9.5 million of February rents and other landlord costs due to the relatively early timing of fiscal 2011 year-end date, which in past years typically would have been paid before the end of the prior fiscal year, partially offset by net non-cash charges and credits, primarily depreciation and amortization, asset impairment, stock-based compensation and benefit for deferred income taxes, of ~~$9.5~~$17.8 million, offset by a net loss of $27.4 million and an increase in merchandise inventories over the increase of merchandise payables of $4.8 million partially offset by net cash provided by changes in other operating assets and liabilities of $0.6 million. For the 1339 weeks ended ~~April 28,~~October 27, 2012, net cash used in investing activities of ~~$3.8~~$16.8 million was comprised of capital expenditures, primarily for the construction of new Wet Seal stores, remodeling of existing Wet Seal and Arden B stores upon lease renewals and/or store relocations, and investment in the network infrastructure within our corporate offices. Capital expenditures that remain unpaid as of ~~April 28,~~October 27, 2012, have increased ~~$3.1~~$2.0 million since the end of fiscal 2011. We expect to pay nearly all of the total balance of such amounts payable ~~of $4.4 million~~ during the ~~second~~fourth quarter of fiscal 2012.

We estimate that, in fiscal 2012, capital expenditures will be between ~~$32.0~~$22 million and ~~$34.0~~$23 million, of which approximately ~~$24.0~~$16 million to ~~$26.0~~$17 million is expected to be for the remodeling and/or relocation of existing Wet Seal and Arden B stores upon lease renewals and the construction of new Wet Seal ~~and Arden B~~ stores. We anticipate receiving approximately $5$2 million in tenant improvement allowances from landlords, resulting in net capital expenditures of between ~~$27~~$20 million and ~~$29~~$21 million.

For the 1339 weeks ended ~~April 28,~~October 27, 2012, net cash used byin financing activities was ~~$0.2~~$0.3 million, comprised of ~~$0.2~~$0.3 million used to repurchase ~~67,247~~91,848 shares of our Class A common stock to satisfy employee withholding tax obligations, upon performance and restricted stock vesting, slightly offset by less than $0.1 million of proceeds from the exercise of stock options.

Total cash and cash equivalents at ~~April 28,~~October 27, 2012, was ~~$148.1~~$126.3 million compared to $157.2 million at January 28, 2012. Due to the timing of the third quarter end date, we had not yet paid $9.6 million of our November rents and other landlord costs at that time. Typically, we have made such payments as of the fiscal quarter-end date.

On February 3, 2011, we renewed, via amendment and restatement, our $35.0 million senior revolving credit facility with our existing lender (the “Facility”), which can be increased up to $50.0 million in the absence of any default and upon the satisfaction of certain conditions precedent specified in the Facility. The Facility expires in February 2016. Under the Facility, we are subject to borrowing base limitations on the amount that can be borrowed and certain customary covenants, including, under certain circumstances, covenants limiting our ability to incur additional indebtedness, make investments and acquisitions, grant liens, pay dividends, repurchase our common stock, close stores and dispose of assets, without the lender’s consent. Our ability to borrow and request the issuance of letters of credit is subject to the requirement that we maintain an excess of the borrowing base over the outstanding credit extensions of the greater of 10% of the aggregate amount of the Facility or $4.0 million. The annual interest rate on the revolving line of credit under the Facility is (i) the higher of the lender’s prime rate, the Federal funds rate plus 0.5% or the one month London InterBank Offered Rate (LIBOR) plus 1.0%,

collectively referred to as the “Base Rate,” plus the applicable margin ranging from 0.5% to 1.0% or, (ii) if we elect, either the one, two, three or six months LIBOR plus a margin ranging from 1.5% to 2.0%. The applicable Base Rate or LIBOR margin is based on the level of average excess availability, as defined under the Facility, at the time of election, as adjusted quarterly. We also incur fees on outstanding letters of credit under the Facility at an annual rate equal to the applicable LIBOR margin for standby letters of credit and 23.0% of the applicable LIBOR margin for commercial letters of credit. Additionally, we are subject to commitment fees at an annual rate of 0.25% on the unused portion of the line of credit under the Facility.

Borrowings under the Facility are secured by cash, cash equivalents, investments, receivables, and inventory held by us and our wholly owned subsidiaries, The Wet Seal Retail, Inc. and Wet Seal Catalog, Inc., each of which may be a borrower under the Facility.

At ~~April 28,~~October 27, 2012, the amount outstanding under the Facility consisted of ~~$4.4~~$6.2 million in open documentary letters of credit related to merchandise purchases and ~~$1.2~~$1.5 million in outstanding standby letters of credit. At ~~April 28,~~October 27, 2012, we had ~~$29.4~~$27.3 million available for cash advances and/or for the issuance of additional letters of credit, and we were in compliance with all covenant requirements under the Facility.

We believe we will have sufficient cash and credit availability to meet our operating and capital requirements for at least the next 12 months.

The financial performance of our business is susceptible to declines in discretionary consumer spending and availability of consumer credit and low consumer confidence in the United States. Increasing fuel prices and commodity costs may also cause a shift in consumer demand away from the retail clothing products that we offer. There are no guarantees that government or other initiatives will limit the duration or severity of the current economic challenges or stabilize factors that affect our sales and profitability. Continuing adverse economic trends could affect us more significantly than companies in other industries.

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 during September, historically accounting for a large percentage of our sales volume. For the past three fiscal years, the Christmas and back-to-school seasons together accounted for an average of slightly less than 30% of our annual sales.

We do not believe that inflation has had a material effect on our results of operations during the past three years. However, we began to experience cost pressures in the fourth quarter of fiscal 2010 and saw further cost increases through fiscal 2011 as a result of rising commodity prices, primarily for cotton, increased labor costs, due to labor shortages in China, from which a majority of our merchandise is sourced, and ~~increasing~~volatile fuel costs. ~~We expect many of these sourcing~~Our business could be affected by similar cost pressures ~~to continue into fiscal 2012, although recent declines~~ in ~~cotton prices may begin to alleviate some of~~ the ~~commodity cost pressures late in 2012 or early 2013. The~~future and the rising value of the currency in China relative to the U.S. dollar may also have an impact on future product costs. In response to ~~the~~ cost increases, we ~~have evaluated and opportunistically adjusted our pricing in certain categories, are seeking~~seek to leverage our large vendor base to lower costs and ~~are assessing ongoing~~closely manage promotional strategies ~~and their~~to mitigate the impact on merchandise margin levels. We will continue to diligently monitor our costs as well as the competitive pricing environment in order to ~~mitigate~~control margin ~~erosion.~~erosion and ensure we continue to offer fashion at a value. However, our margins have been and may continue to be adversely affected and we cannot be certain that our business will not be affected by inflation in the future.

As of ~~April 28,~~October 27, 2012, we are not a party to any off-balance sheet arrangements, except for operating lease and purchase obligations and other commitments, as referenced in our Form 10-K for the fiscal year ended January 28, 2012, under Note 6, “Commitments and Contingencies” and “Other Off-Balance Sheet Arrangements.”

To the extent that we borrow under the Facility, we are exposed to market risk related to changes in interest rates. At ~~April 28,~~October 27, 2012, no borrowings were outstanding under the Facility. At ~~April 28,~~October 27, 2012, the weighted average interest rate on borrowings under the Facility ~~was~~would be 1.333%. Based upon a sensitivity analysis as of ~~April 28,~~October 27, 2012, if we had average outstanding borrowings of $1 million during ~~first~~third quarter of fiscal 2012, a 50 basis point increase in interest rates would have resulted in an increase in interest expense of approximately $1,250 for the ~~first~~third quarter of fiscal 2012.

As of ~~April 28,~~October 27, 2012, we are not a party to any derivative financial instruments.

We contract for and settle all purchases in U.S. dollars. We only purchase a modest amount of goods directly from international vendors. Thus, we consider the effect of currency rate changes to be indirect and we believe the effect of a major shift in currency exchange rates on short-term results would be minimal, as a hypothetical ~~10%~~10.0% change in the foreign exchange rate of the Chinese currency against the U.S. dollar as of ~~April 28,~~October 27, 2012, would not materially affect our results of operations or cash flows. Over a longer period, the cumulative year-to-year impact of such changes, especially the exchange rate of the Chinese currency against the U.S. dollar, could be significant, albeit indirectly, through increased charges in U.S. dollars from our vendors that source their products internationally.

We conducted an evaluation, under the supervision and with the participation of our ~~chief~~co-principal executive ~~officer~~officers and ~~chief~~principal financial officer, of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). These disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by ~~the Company~~us in the reports that ~~it files~~we file or ~~submits~~submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures are also designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our ~~chief~~co-principal executive ~~officer~~officers and ~~chief~~principal financial officer, in order to allow timely decisions regarding required disclosures. Based on this evaluation, our ~~chief~~co-principal executive ~~officer~~officers and ~~our chief~~principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of ~~April 28,~~October 27, 2012.

During the fiscal quarter ended ~~April 28,~~October 27, 2012, no changes occurred with respect to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

On July 19, 2006, a complaint was filed in the Superior Court of the State of California for the County of Los Angeles on behalf of certain of our current and former employees that were employed and paid by us on an hourly basis during the four-year period from July 19, 2002, through July 19, 2006. We were named as a defendant. The complaint alleged various violations under the State of California Labor Code, the State of California Business and Professions Code, and orders issued by the Industrial Welfare Commission. On November 30, 2006, we reached an agreement to pay approximately $0.3 million to settle this matter, subject to Superior Court approval. On September 27, 2010, the Superior Court granted final approval of the settlement agreement. An appeal was subsequently filed on January 26, 2011. ~~We are vigorously defending this appeal and are unable to predict~~On July 25, 2012, the ~~likely outcome. As~~Court of ~~April 28,~~Appeals dismissed Plaintiffs’ appeal. In mid-September 2012, we ~~have accrued an amount equal~~paid approximately $0.3 million to settle the matter plus $0.1 million in settlement ~~amount in accrued liabilities in our condensed consolidated balance sheet.~~administration fees.

On May 22, 2007, a complaint was filed in the Superior Court of the State of California for the County of Orange on behalf of certain of our current and former employees who were employed and paid by us from May 22, 2003 through the present. We were named as a defendant. The complaint alleged various violations under the State of California Labor Code, the State of California Business and Professions Code, and Wage Orders of the Industrial Welfare Commission. On December 17, 2010, the court denied Plaintiffs’ Motion for Class Certification and Motion For Leave to File An Amended Complaint. Plaintiffs ~~have~~ appealed both orders. On April 4, 2012, the Court of Appeal affirmed the trial court’s denial of class certification and leave to amend the complaint. On September 11 2012, the matter was transferred to a new judge in the lower court. There are currently only the four named plaintiffs in the lawsuit. A trial date has been set for June 3, 2013. We are vigorously defending this litigation and are unable to predict the likely outcome. Accordingly, no provision for a loss contingency has been accrued as of October 27, 2012. Depending on the actual outcome ~~and whether such outcome~~of this case, provisions could be recorded in the future which may have a material adverse effect on our results of operations or financial condition. ~~Accordingly, no provision for a loss contingency has been accrued as of April 28, 2012.~~

On September 29, 2008, a complaint was filed in the Superior Court of the State of California for the County of San Francisco on behalf of certain of our current and former employees who were employed and paid by us from September 29, 2004 through the present. We were named as a defendant. The complaint alleges various violations under the State of California Labor Code and the State of California Business and Professions Code. On August 16, 2011, the court denied Plaintiffs’ Motion for Class Certification. Plaintiffs ~~have appealed.~~appealed and, on October 12, 2012, the California Court of Appeals affirmed the lower court’s ruling. We are vigorously defending this litigation and are unable to predict the likely outcome. Accordingly, no provision for a loss contingency has been accrued as of October 27, 2012. Depending on the actual outcome ~~and whether such outcome~~of this case, provisions could be recorded in the future which may have a material adverse effect on our results of operations or financial condition. ~~Accordingly, no provision for a loss contingency has been accrued as of April 28, 2012.~~

On April 24, 2009, the U.S. Equal Employment Opportunity Commission (the “EEOC”) requested information and records relevant to several charges of discrimination by us against employees of ~~our~~the Company. In the course of this investigation, the EEOC served a subpoena seeking information related to current and former employees throughout the United States. ~~In April 2010,~~On November 14, 2012, we reached resolution with the EEOC ~~filed an application to enforce~~and several of the ~~subpoena in~~individual complainants that concludes the ~~U.S. District Court for the Eastern District of Pennsylvania, and is in the process of a nationwide~~EEOC’s investigation. We ~~are awaiting the results~~have accrued approximately $0.5 million for settlements with some of the ~~investigation~~individual complainants. We also agreed to programmatic initiatives that are consistent with our diversity plan. We will report progress on its initiatives and results periodically to the EEOC. Claimants with whom we did not enter into a settlement will have an opportunity to bring a private lawsuit within ninety days from the date they receive a right-to-sue notice from the EEOC. We are not certain when those notices will issue. We are unable to predict whether any complainant will file a private lawsuit and if filed, the likely outcome. Accordingly, no provision for a loss contingency has been accrued as of October 27, 2012. Depending on the actual outcome ~~and whether such outcome~~of this case, provisions could be recorded in the future which may have a material adverse effect on our results of operations or financial condition. ~~Accordingly, no provision for a loss contingency has been accrued as of April 28, 2012.~~

On May 9, 2011, a complaint was filed in the Superior Court of the State of California for the County of Alameda on behalf of certain of our current and former employees who were employed and paid by us from May 9, 2007 through the present. We were named as a defendant. The complaint alleges various violations under the State of California Labor Code and the State of California Business and Professions Code. On February 3, 2012, the court granted ~~our~~us motion to transfer venue to the County of Orange. ~~Once~~On July 13, 2012, the ~~case is assigned to a new judge in the Superior~~ Court ~~of the State of California for the County of Orange, we intend to file a~~granted us motion to compel arbitration. Plaintiffs appealed. On July 18, 2012, we received notice that Plaintiffs filed charges with the National Labor Relations Board (NLRB) under Section 7 of the National Labor Relations Board Act based on the arbitration agreements Plaintiffs signed on their hiring by us. Plaintiffs alleged that our arbitration agreements unlawfully compel employees to waive their rights to participate in class or representative actions against us. On September 20, 2012, the NLRB dismissed Plaintiffs claims. We are vigorously defending this litigation and are unable to predict the likely outcome. Accordingly, no provision for a loss contingency has been accrued as of October 27, 2012. Depending on the actual outcome ~~and whether such outcome~~of this case, provisions could be recorded in the future which may have a material adverse effect on our results of operations or financial condition. ~~Accordingly, no provision for a loss contingency has been accrued as of April 28, 2012.~~

On October 27, 2011, a complaint was filed in the Superior Court of the State of California for the County of Los Angeles on behalf of certain of our current and former employees who were employed in California during the time period from October 27, 2007 through the present. We were named as a defendant. The complaint alleges various violations under the State of California Labor Code and the State of California Business and Professions Code. On ~~April 2,~~March 28, 2012, the court ~~granted our~~entered an Order denying us motion to compel ~~arbitration and to enforce the class action waiver in the arbitration agreement.~~arbitration. On September 21, 2012, we filed a notice of appeal. We are vigorously defending this litigation and are unable to predict the likely outcome. Accordingly, no provision for a loss contingency has been accrued as of October 27, 2012. Depending on the actual outcome ~~and whether such outcome~~of this case, provisions could be recorded in the future which may have a material adverse effect on our results of operations or financial condition.

On July 12, 2012, a complaint was filed in United States District Court for the Central District of California on behalf of certain of our current and former African American retail store employees. We were named as a defendant. The complaint alleges various violations under 42 U.S.C. § 1981, including allegations that we engaged in disparate treatment discrimination of those African American current and former employees in promotion to management positions and against African American store management employees with respect to compensation and termination from 2008 through the present. Plaintiffs are also alleging retaliation. Plaintiffs are seeking reinstatement or instatement of Plaintiffs and class members to their alleged rightful employment positions, lost pay and benefits allegedly sustained by Plaintiffs and class members, compensatory damages for emotional distress, front pay, punitive damages, attorneys’ fees, and interest. We are vigorously defending this litigation and are unable to predict the likely outcome. Accordingly, no provision for a loss contingency has been accrued as of ~~April 28,~~October 27, 2012. Depending on the actual outcome of this case, provisions could be recorded in the future which may have a material adverse effect on our results of operations or financial condition.

As of ~~April 28,~~October 27, 2012, we were not engaged in any other legal proceedings that are expected, individually or in the aggregate, to have a material adverse effect on our results of operations or financial condition. From time to time, we are involved in other litigation matters relating to claims arising out of our operations in the normal course of business. We believe that, in the event of a settlement or an adverse judgment on certain of these claims, we have insurance to cover a portion of such losses. However, certain ~~other~~ matters ~~may exist or~~could arise for which we do not have insurance coverage and which could have a material adverse effect on our results of operations or financial condition.

The following risk factors represent additions to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012 and our quarterly Reports on Form 10-Q for the quarterly periods ended April 28, 2012 and July 28, 2012.

We have recorded asset impairment charges in the past and we may record material asset impairment charges in the future.

~~At least quarterly,~~Quarterly, we assess whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets may not be recoverable. If we determine that the carrying value of long-lived assets is not recoverable, we will be required to record impairment charges relating to those assets. For example, our assessments during the 1339 weeks ended ~~April 28,~~October 27, 2012, indicated that operating losses or insufficient operating income existed at certain retail stores, with a projection that the operating losses or insufficient operating income for those locations would continue. As such, we recorded a non-cash ~~charge~~charges of ~~$3.6~~$19.0 million during the 1339 weeks ended ~~April 28,~~October 27, 2012 within asset impairment in the condensed consolidated statements of operations, to write down the carrying values of these stores’ long-lived assets to their estimated fair values. In

Our quarterly evaluation of store assets includes consideration of current and historical performance and projections of future profitability. The profitability projections rely upon estimates made by us, including store-level sales, gross margins, and direct expenses, and, by their nature, include judgments about how current strategic initiatives will impact future performance. If we are not able to achieve the ~~future, we may determine that the carrying value of our long-lived assets may not be recoverable, particularly in light~~projected key financial metrics for any reason, including because any of the ~~recent declines~~strategic initiatives being implemented do not result in significant improvements in our ~~merchandise margin and comparable store sales. As a result,~~current financial performance trend, we ~~may determine that~~would incur additional impairment ~~charges are required.~~ of assets in the future.

In the event we record additional impairment charges, this could have a material adverse effect on our results of ~~operations.~~operations and financial position.

We may incur significant costs and face other risks associated with our effort to attract a new chief executive officer for our Company, and as we transition our new board directors.

On July 23, 2012, we announced the departure of our former chief executive officer. Our Board of Directors has hired an executive recruitment firm, to assist in its search for a new chief executive officer. We may incur significant costs to attract a new chief executive officer and we cannot assure you we will be able to appoint a new chief executive officer in a timely manner. If we appoint a new chief executive officer, we anticipate that we will experience a transition period before the new chief executive officer is fully integrated into his or her new roles. During the time we search for a new chief executive officer and the transition period after any such person is hired, we may experience a disruption to our customer relationships, employee morale and/or business. The departure of any of our senior executives could also have a significant impact on our business performance and our ability to execute our turnaround strategy, especially during the period prior to us hiring a new chief executive officer.

In addition, our recent appointment of six new members to our Board and the resulting transition and integration of these individuals may impact our ability to execute our business strategy in the near term. On September 18, 2012, we appointed two new directors to our Board, Ms. Kathy Bronstein and Mr. John Goodman. On October 4, 2012, we entered into an agreement (“Settlement Agreement”) with Clinton Group, Inc., for the purpose of resolving a pending consent solicitation and effecting an orderly change in the composition of our Board. Pursuant to the Settlement Agreement, four of the members of our Board resigned, Mr. Harold Kahn, Mr. Jon Duskin, Mr. Sidney Horn and Mr. Henry Winterstern, and four new directors, Ms. Dorrit Bern, Ms. Linda Davey, Ms. Mindy Meads and Mr. John Mills, were appointed as directors of the Board to fill the four vacancies created by the resignations. As a result of the recent changes, six of the seven members of our Board were recently appointed. While all of the recently appointed directors have become immediately engaged in our business, we expect that we will continue to experience a transition period until they are fully integrated into their roles. We cannot provide any assurance that there will not be any disruption that adversely impacts our business during such transition period.

We may continue to experience declines in comparable store sales, and there can be no guarantee that the strategic initiatives we are implementing to improve our results will be successful.

During the 13 and 39 weeks ended October 27, 2012, our comparable store sales declined by 13.5% and 10.7%, respectively. We have taken and will continue to take steps to return to our core expertise of fast fashion merchandising which long supported our success in the past. However, there can be no guarantee that our financial results will improve and, if they do, there can be no guarantee as to the timing, duration or significance of such improvement.

We have experienced poor comparable store sales and operating results in our Arden B division and expect to significantly reduce our Arden B store base by the end of fiscal 2012. We cannot assure that we will be able to re-establish and sustain improvements in the future.

In fiscal 2011, and through the first three quarters of fiscal 2012, we experienced weak comparable same store sales and operating results in our Arden B division. By the end of fiscal 2012, we expect to significantly reduce our Arden B store base to 66 stores, which may impact our ability to procure merchandise and attract talent for this division going forward. There can be no guarantee that our efforts to improve results will be successful and that the financial performance of our Arden B division will improve.

We face risks related to claims and legal proceedings, which could have a material adverse effect on our results of operations or financial condition.

From time to time, we are subject to various claims and legal proceedings, including, without limitation, those arising or allegedly arising out of wage and hour claims, discrimination claims and other claims under labor laws. For example, we are currently subject to the legal proceedings described under “Part II. Other Information – Item 1. Legal Proceedings.” The claims and legal proceedings to which we are or may become subject could involve large damages or settlements and significant defense costs. We maintain insurance to cover a portion of the losses associated with settlements and adverse judgments, but those losses could exceed the scope of the coverage in effect, or coverage of particular claims or legal proceedings could be unavailable or denied. As a result, certain claims and legal proceedings could arise for which we do not have insurance coverage and which could have a material adverse effect on our results of operations or financial condition.

Period
   Total Number of
Shares Purchased    Average Price Paid per
Share    Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (1)    Maximum Dollar
Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs
January 29, 2012 to February 25, 2012
   —         $ —         —         —
February 26, 2012 to March 31, 2012
   —         $ —         —         —
April 1, 2012 to April 28, 2012
   67,247    $ 3.30       —         —


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 29, 2012 to August 25, 2012		23,596	$	2.93		—		—
August 26, 2012 to September 29, 2012		1,005	$	2.90		—		—
September 30, 2012 to October 27, 2012		—	$	—		—		—

Pursuant to the requirements of Section 13 or 15(d) 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.


Delaware		33-0415940
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

26972 Burbank, Foothill Ranch, CA		92610
(Address of principal executive offices)		(Zip Code)


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets (Unaudited) as of ~~April 28,~~October 27, 2012, January 28, 2012, and ~~April 30,~~October 29, 2011		2

	Condensed Consolidated Statements of Operations (Unaudited) for the 13 and 39 Weeks Ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011		43

	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the 13 and 39 Weeks Ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011		54

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the 1339 Weeks Ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011		65

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the 1339 Weeks Ended ~~April 28,~~October 27, 2012, and ~~April 30,~~October 29, 2011		7
	Notes to Condensed Consolidated Financial Statements (Unaudited)		8

Item 2.	~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~		9

~~Item 2.~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1920

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2832

Item 4.	Controls and Procedures		2932

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		2933

Item 1A.	Risk Factors		3034

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3035

Item 3.	Defaults Upon Senior Securities		3136

Item 4.	Mine Safety Disclosures		3136

Item 5.	Other Information		3136

Item 6.	Exhibits		3236

SIGNATURES			3337

EXHIBIT 31.1

EXHIBIT 31.2

EXHIBIT 32.1

EXHIBIT 32.2

~~EXHIBIT 99.1~~

101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


	April 28, 2012			January 28, 2012			April 30, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	148,108		$	157,185		$	133,074
Short-term investments		—			—			50,455
Income tax receivables		510			200			—
Other receivables		1,227			1,445			2,002
Merchandise inventories		40,080			31,834			37,100
Prepaid expenses and other current assets		14,469			4,570			12,690
Deferred tax assets		20,133			20,133			19,649

Total current assets		224,527			215,367			254,970

EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Leasehold improvements		122,835			123,066			117,279
Furniture, fixtures and equipment		80,301			79,159			78,484

		203,136			202,225			195,763
Less accumulated depreciation and amortization		(116,530	)		(113,901	)		(103,902	)

Net equipment and leasehold improvements		86,606			88,324			91,861

OTHER ASSETS:
Deferred tax assets		23,927			23,780			28,447
Other assets		3,054			3,062			3,031

Total other assets		26,981			26,842			31,478

TOTAL ASSETS	$	338,114		$	330,533		$	378,309

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable – merchandise	$	23,802		$	18,520		$	21,659
Accounts payable – other		11,747			8,269			15,973
Income taxes payable		—			—			44
Accrued liabilities		23,410			25,096			23,252
Current portion of deferred rent		2,619			2,561			3,380

Total current liabilities		61,578			54,446			64,308

LONG-TERM LIABILITIES:
Deferred rent		33,057			33,091			31,382
Other long-term liabilities		1,889			1,924			1,732

Total long-term liabilities		34,946			35,015			33,114

Total liabilities		96,524			89,461			97,422


	October 27, 2012			January 28, 2012			October 29, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	126,343		$	157,185		$	106,205
Short-term investments		—			—			25,056
Income tax receivables		660			200			—
Other receivables		1,462			1,445			3,081
Merchandise inventories		46,193			31,834			43,148
Prepaid expenses and other current assets		5,669			4,570			15,135
Deferred tax assets		20,133			20,133			19,649

Total current assets		200,460			215,367			212,274

EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Leasehold improvements		102,462			123,066			124,339
Furniture, fixtures and equipment		66,512			79,159			80,148

		168,974			202,225			204,487
Less accumulated depreciation and amortization		(95,146	)		(113,901	)		(110,498	)

Net equipment and leasehold improvements		73,828			88,324			93,989

OTHER ASSETS:
Deferred tax assets		41,766			23,780			25,395
Other assets		3,069			3,062			3,046

Total other assets		44,835			26,842			28,441

TOTAL ASSETS	$	319,123		$	330,533		$	334,704

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable – merchandise	$	28,128		$	18,520		$	22,898
Accounts payable – other		13,369			8,269			11,409
Accrued liabilities		24,000			25,096			21,673
Current portion of deferred rent		2,456			2,561			3,222

Total current liabilities		67,953			54,446			59,202

LONG-TERM LIABILITIES:
Deferred rent		33,378			33,091			33,757
Other long-term liabilities		1,820			1,924			1,669

Total long-term liabilities		35,198			35,015			35,426

Total liabilities		103,151			89,461			94,628

COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS’ EQUITY:
Common stock, Class A, $0.10 par value, authorized 300,000,000 shares; 90,072,035 shares issued and 89,727,234 outstanding at October 27, 2012; 90,660,347 shares issued and 90,419,469 shares outstanding at January 28, 2012; and 90,660,347 shares issued and 90,642,957 shares outstanding at October 29, 2011		9,007			9,066			9,066
Common stock, Class B convertible, $0.10 par value, authorized 10,000,000 shares; no shares issued and outstanding		—			—			—
Paid-in capital		240,712			239,000			238,175
Accumulated deficit		(33,671	)		(6,250	)		(7,373	)
Treasury stock, 344,801 shares, 240,878 shares, and 17,390 shares, at cost, at October 27, 2012, January 28, 2012, and October 29, 2011, respectively		(72	)		(740	)		(77	)
Accumulated other comprehensive (loss) income		(4	)		(4	)		285

Total stockholders’ equity		215,972			241,072			240,076

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	319,123		$	330,533		$	334,704


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding as of April 28, 2012		Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price Per Share		Number Exercisable as of April 28, 2012		Weighted- Average Exercise Price Per Share
$ 1.81 - $ 2.93		32,500		2.18	$	2.78		22,500	$	2.71
2.96 - 4.44		2,861,833		4.68	$	3.73		809,336	$	3.74
4.50 - 6.82		144,500		2.63	$	5.38		90,499	$	5.79
8.00 - 23.02		231,500		0.86	$	9.72		231,500	$	9.72

$ 1.81 - $23.02		3,270,333		4.29	$	4.22		1,153,835	$	5.08


	Carrying Amount at April 28, 2012		Fair Value Measurements at Reporting Date Using						Total Gains (Losses)
	Carrying Amount at April 28, 2012		Level 1		Level 2		Level 3		Total Gains (Losses)
Long-lived assets held and used	$	86,606	$	—	$	—	$	86,606	$	(3,606	)

Total assets	$	86,606	$	—	$	—	$	86,606	$	(3,606	)


	Carrying Amount at January 28, 2012		Fair Value Measurements at Reporting Date Using
	Carrying Amount at January 28, 2012		Level 1		Level 2		Level 3
Long-lived assets held and used	$	88,324	$	—	$	—	$	88,324

Total assets	$	88,324	$	—	$	—	$	88,324


	Carrying Amount at April 30, 2011		Fair Value Measurements at Reporting Date Using						Total Gains (Losses)
	Carrying Amount at April 30, 2011		Level 1		Level 2		Level 3		Total Gains (Losses)
Long-lived assets held and used	$	91,861	$	—	$	—	$	91,861	$	(259	)

Total assets	$	91,861	$	—	$	—	$	91,861	$	(259	)


39 Weeks Ended October 27, 2012	Wet Seal			Arden B			Corporate and Unallocated			Total
Net sales	$	357,806		$	60,937		$	—		$	418,743
Percentage of consolidated net sales		85	%		15	%		—			100	%
Operating loss	$	(8,003	)	$	(6,614	)	$	(30,183	)	$	(44,800	)
Depreciation and amortization expense	$	11,022		$	1,314		$	1,195		$	13,531
Interest income	$	—		$	—		$	108		$	108
Interest expense	$	—		$	—		$	(136	)	$	(136	)
Loss before benefit from income taxes	$	(8,003	)	$	(6,614	)	$	(30,211	)	$	(44,828	)

39 Weeks Ended October 29, 2011	Wet Seal			Arden B			Corporate and Unallocated			Total
Net sales	$	387,302		$	69,643		$	—		$	456,945
Percentage of consolidated net sales		85	%		15	%		—			100	%
Operating income (loss)	$	42,760		$	3,000		$	(22,980	)	$	22,780
Depreciation and amortization expense	$	11,744		$	1,572		$	1,111		$	14,427
Interest income	$	—		$	—		$	195		$	195
Interest expense	$	—		$	—		$	(128	)	$	(128	)
Income (loss) before provision for income taxes	$	42,760		$	3,000		$	(22,913	)	$	22,847


	39 Weeks Ended October 27, 2012		Change From Prior Fiscal Period					39 Weeks Ended October 29, 2011
			($ in millions)
Net sales	$	418.7	$	(38.2	)	(8.4	)%	$	456.9
Comparable store sales decrease						(10.7	)%


	39 Weeks Ended October 27, 2012			Change From Prior Fiscal Period				39 Weeks Ended October29, 2011
				($ in millions)
Cost of sales	$	318.3		$	7.2	2.3	%	$	311.1
Percentage of net sales		76.0	%			7.9	%		68.1	%



3.1		Certificate of Designations of Series D Junior Participating Preferred Stock of The Wet Seal, Inc., filed with the Secretary of State of the State of Delaware on August 21, 2012 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on August 21, 2012).

4.1		Rights Agreement, dated as of August 21, 2012, between The Wet Seal, Inc. and American Stock Transfer & Trust Company, LLC, which includes the Form of Certificate of Designations of Series D Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on August 21, 2012).

4.2		First Amendment to the Rights Agreement, dated as of September 19, 2012, by and between The Wet Seal, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on September 20, 2012).

10.1		Agreement, dated October 4, 2012, between the Clinton Group, Inc. and The Wet Seal, Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on October 5, 2012).

31.1		Certification ~~of the Chief Executive Officer~~ filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification ~~of the Chief Financial Officer~~ filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification ~~of the Chief Executive Officer~~ furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification ~~of the Chief Financial Officer~~ furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		~~The Wet Seal, Inc. Code of Business Ethics and Conduct.~~General Release, dated November 5, 2012 (incorporated by reference to our Current Report on Form 8-K filed on November 7, 2012).

101		The following materials from The Wet Seal, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended ~~April 28,~~October 27, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Balance Sheets (Unaudited), (ii) the Condensed Consolidated Statements of Operations (Unaudited), (iii) the Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (iv) the Condensed Consolidated Statements of Stockholders’ Equity (Unaudited), (v) the Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited), tagged as blocks of text. This exhibit will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.


	THE WET SEAL, INC.
	(REGISTRANT)

Date: ~~May 25,~~November 21, 2012	By:	/s/ ~~Susan P. McGalla~~Ken Seipel
		~~Susan P. McGalla~~Ken Seipel
		President and Chief ~~Executive~~Operating Officer

Date: ~~May 25,~~November 21, 2012	By:	/s/ Steven H. Benrubi
		Steven H. Benrubi
		Executive Vice President and Chief Financial Officer

Large accelerated filer:

Accelerated filer:

Non-accelerated filer:

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Smaller reporting company: