UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 29, 2009 (May 28, 2009)
THE WET SEAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-18632 | 33-0415940 | ||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
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26972 Burbank Foothill Ranch, California (Address of Principal Executive Offices) |
92610 (Zip Code) |
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| Registrants telephone number, including area code: | (949) 699-3900 |
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On May 28, 2009, The Wet Seal, Inc. (the Company ) issued a press release describing the financial results of the Company for the first fiscal quarter ended May 2, 2009. Additionally, the Company provided guidance for its fiscal 2009 second quarter. A copy of the Companys press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
Not Applicable.
| (b) | Pro Forma Financial Information. |
Not Applicable.
| (c) | Shell Company Transactions. |
Not Applicable.
| (d) | Exhibits. |
99.1 Press release, dated as of May 28, 2009, issued by the Company.
The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE WET SEAL, INC. (Registrant) |
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Date: May 29, 2009 |
By: | /s/ S TEVEN H. B ENRUBI | ||||||
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Name: Steven H. Benrubi Title: Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit
| 99.1 | Press release, dated as of May 28, 2009, issued by the Company. |
Exhibit 99.1
Contact:
Steven H. Benrubi
(949) 699-3947
THE WET SEAL, INC. ANNOUNCES FIRST QUARTER FISCAL 2009 RESULTS
INTRODUCES SECOND QUARTER 2009 GUIDANCE
FOOTHILL RANCH, Calif., May 28, 2009 (BUSINESS WIRE) The Wet Seal, Inc. (Nasdaq:WTSLA), a leading specialty retailer to young women, announced results for its fiscal first quarter ended May 2, 2009, and introduced guidance for the second quarter of fiscal 2009. The company provided segment information on Wet Seal and Arden B in Exhibit B.
For the First Quarter:
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Net sales for the fiscal quarter ended May 2, 2009, were $132.0 million compared to net sales of $142.4 million for the fiscal quarter ended May 3, 2008. |
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Consolidated comparable store sales decreased 7.3%. Comparable store sales for Wet Seal decreased 7.9% and for Arden B decreased 4.1%. |
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Operating income was $5.2 million, or 3.9% of net sales, compared to $8.7 million, or 6.1% of net sales, in the first quarter of fiscal 2008. |
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Current year and prior year first quarter stock compensation expense included benefits of approximately $0.9 million and $0.9 million, respectively, primarily due to higher than previously estimated forfeitures of unvested stock awards resulting from executive and other employee departures from the Company over the past two years. |
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Net income was $5.0 million, or $0.05 per diluted share, as compared to $8.9 million, or $0.09 per diluted share, in the prior year quarter. |
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The first quarter earnings per diluted share of $0.05 was near the high end of the Companys initially announced guidance and exceeded the Companys most recently announced guidance for the quarter of approximately $0.04 per diluted share. |
Ed Thomas, chief executive officer, commented, We remained focused on executing on key initiatives during the first quarter. We were very pleased to see early signs of a turnaround in our Arden B business, which generated healthy operating income in excess of $2.5 million in the first quarter and delivered positive comparable store sales for the first month in two years in April. While Wet Seal results were pressured by a difficult retail environment and were impacted by inventory mix issues identified early in the quarter, we maintained strong operational discipline and continued with our store remodeling efforts and several merchandising initiatives that we expect will improve store level productivity and profitability at this division.
Mr. Thomas continued, As of quarter-end, inventory per square foot declined 4.0% versus the prior year quarter, with Arden B down 21.4% and Wet Seal up 0.9%. While unit inventories at Arden B are up versus the prior year to support the increased sales volume associated with recent price reductions, strong inventory management resulted in continued decline in inventory investment and increased inventory turns. The slight inventory increase at Wet Seal was due mainly to a strategy to increase depth in our most popular denim styles. That said, we will continue to closely monitor inventory levels and maintain tight controls based on the current environment.
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The Company generated cash flows from operations of $1.8 million during the 13 weeks ended May 2, 2009, and ended the quarter with $139.2 million of cash and cash equivalents and $2.9 million of long-term debt, comprised of Convertible Notes, net of discount.
Store Openings and Closings
The Company opened one Wet Seal store and closed four Arden B stores during the first quarter. At May 2, 2009, the Company operated 493 stores in 47 states, the District of Columbia and Puerto Rico, including 410 Wet Seal stores and 83 Arden B stores.
Capital Expenditures and Depreciation
During the first quarter, the Company incurred capital expenditures of $6.9 million, of which $6.0 million was for construction of new stores and remodels of existing stores. The Company recognized tenant improvement allowances of $0.2 million associated primarily with new store construction, resulting in net capital expenditures for the quarter of $6.7 million.
Depreciation in the first quarter totaled $3.6 million as compared to $3.6 million in the prior year first quarter.
Capital Transactions
During the first quarter, the Company did not repurchase shares and does not have an existing share repurchase program. There were no conversions of Secured Convertible Notes or Convertible Preferred Stock in the quarter. As of May 2, 2009, Secured Convertible Notes and Convertible Preferred Stock remain outstanding that are convertible into approximately 3.1 million shares and 537,000 shares, respectively, of the Companys Class A Common stock.
During the quarter, investors exercised warrants that resulted in issuance of 100,000 shares of the Companys Class A common stock, generating approximately $0.3 million in proceeds to the Company. As of May 2, 2009, warrants exercisable into approximately 10.6 million shares of the Companys Class A common stock remain outstanding. Exercise of all remaining outstanding warrants via cash payment by the warrant holders would result in proceeds to the Company of $39.3 million. The average exercise price on the outstanding warrants is $3.69, with approximately 7.8 million of such warrants having an exercise price in excess of the Companys closing Class A Common Stock price as of May 27, 2009.
Income Taxes
The Company began fiscal 2009 with approximately $117.9 million of federal net operating loss (NOL) carry forwards available to offset taxable income in fiscal 2009 and thereafter, subject to certain annual limitations based on the provisions of Section 382 of the Internal Revenue Code. Subject to potential further adjustment, the Company believes NOL carry forwards available will be sufficient to offset any possible federal regular taxable income in fiscal 2009. Accordingly, if the Company generates taxable income in Fiscal 2009, the Company expects it would report an effective income tax rate of approximately 3.3% related to a limited portion of federal alternative minimum taxes that cannot be offset by NOL carry forwards, and income taxes in the State of California, which cannot be offset by NOL carry forwards, and certain other state income taxes.
Second Quarter Fiscal 2009 Guidance
For the second quarter of fiscal 2009, earnings are estimated in the range of $0.02 to $0.05 per diluted share. The guidance is based on the following major assumptions:
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Total net sales between $135 million and $140 million versus $149.1 million in the second quarter of fiscal 2008. |
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Comparable store sales decline between 7% and 10% versus a 4.4% decrease in the prior year second quarter. |
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Five net new store openings, with six net openings at Wet Seal and 1 net closing at Arden B. In the prior year second quarter, the Company opened one net new store. |
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Gross margin rate between 28.6% and 30.1% of net sales versus 34.9% in the prior year second quarter, with the decrease driven mainly by a deleveraging effect on occupancy costs due to the forecasted comparable store sales decline and a decrease in merchandise margin versus a comparatively strong prior year second quarter result. |
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SG&A expense between 26.3% and 26.9% of net sales versus 26.8% in the prior year second quarter. |
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Operating income between $2.3 million and $5.3 million versus operating income of $11.8 million in the prior year second quarter. |
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Interest expense of $0.1 million versus interest expense of $1.5 million in the prior year second quarter. The prior year second quarter included $1.9 million in non-cash interest charges associated with conversion of $3.4 million of the Companys secured convertible notes into Class A common stock. |
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Income tax expense of between $0.1 million and $0.2 million versus income tax expense of $0.2 million in the prior year second quarter. |
Conference Call
The Company will host a conference call and question and answer session at 1:30 p.m. Pacific Time today. To participate in the conference call, please dial (877) 874-1570. A broadcast of the call will also be available on the Companys website, www.wetsealinc.com. A replay of the call will be available through June 4, 2009. To access the replay, please call (888) 203-1112 or (719) 457-0820 and provide the ID number 9042319.
About The Wet Seal, Inc.
Headquartered in Foothill Ranch, California, The Wet Seal, Inc. is a leading specialty retailer of fashionable and contemporary apparel and accessory items. As of May 2, 2009, the Company operated a total of 493 stores in 47 states, the District of Columbia and Puerto Rico, including 410 Wet Seal stores and 83 Arden B stores. The Companys products can also be purchased online at www.wetseal.com or www.ardenb.com. For more company information, visit www.wetsealinc.com.
Safe Harbor
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements that relate to the Companys guidance for its second quarter of fiscal 2009, or any other statements that relate to the intent, belief, plans or expectations of the Company or its management. All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors beyond the Companys control. Accordingly, the Companys future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Companys filings with the Securities and Exchange Commission. This news release contains results reflecting partial year data and non-fiscal data that may not be indicative of results for similar future periods or for the full year. The Company will not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
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Exhibit A
The Wet Seal, Inc.
Summary Condensed Consolidated Balance Sheets
(000s Omitted)
(Unaudited)
| May 2, | Jan 31, | May 3, | |||||||
| 2009 | 2009 | 2008 | |||||||
| ASSETS | |||||||||
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Cash and cash equivalents |
$ | 139,219 | $ | 142,064 | $ | 109,662 | |||
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Merchandise inventories |
32,935 | 25,529 | 34,355 | ||||||
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Other current assets |
11,753 | 12,384 | 13,590 | ||||||
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Total current assets |
183,907 | 179,977 | 157,607 | ||||||
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Equipment and leasehold improvements, net |
78,106 | 74,869 | 71,980 | ||||||
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Deferred financing costs |
149 | 173 | 376 | ||||||
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Other assets |
1,776 | 1,640 | 1,704 | ||||||
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Total assets |
$ | 263,938 | $ | 256,659 | $ | 231,667 | |||
| LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||
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Accounts payablemerchandise |
$ | 11,667 | $ | 8,388 | $ | 12,991 | |||
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Accounts payableother |
12,163 | 9,188 | 9,551 | ||||||
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Income taxes payable |
23 | 228 | 173 | ||||||
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Accrued liabilities |
24,726 | 28,079 | 29,847 | ||||||
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Current portion of deferred rent |
3,427 | 3,378 | 4,336 | ||||||
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Total current liabilities |
52,006 | 49,261 | 56,898 | ||||||
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Secured convertible notes |
2,895 | 2,707 | 3,832 | ||||||
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Deferred rent |
29,316 | 30,051 | 29,747 | ||||||
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Other long-term liabilities |
1,754 | 1,821 | 1,931 | ||||||
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Total long-term liabilities |
33,965 | 34,579 | 35,510 | ||||||
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Convertible preferred stock |
1,611 | 1,611 | 2,167 | ||||||
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Total stockholders equity |
176,356 | 171,208 | 137,092 | ||||||
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Total liabilities and stockholders equity |
$ | 263,938 | $ | 256,659 | $ | 231,667 | |||
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Exhibit A
(Continued)
The Wet Seal, Inc.
Condensed Consolidated Statements of Operations
(000s Omitted, Except Share Data)
(Unaudited)
| 13 Weeks Ended | |||||||
| May 2, 2009 | May 3, 2008 | ||||||
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Net sales |
$ | 132,009 | $ | 142,390 | |||
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Gross margin |
39,181 | 46,700 | |||||
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Selling, general & administrative expenses |
33,973 | 37,991 | |||||
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Operating income |
5,208 | 8,709 | |||||
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Interest (expense) income, net |
(7 | ) | 392 | ||||
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Income before provision for income taxes |
5,201 | 9,101 | |||||
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Provision for income taxes |
172 | 173 | |||||
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Net income |
$ | 5,029 | $ | 8,928 | |||
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Net income per share, basic (1) |
$ | 0.05 | $ | 0.09 | |||
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Net income per share, diluted (1) |
$ | 0.05 | $ | 0.09 | |||
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Weighted average shares, basic |
95,390,238 | 90,673,304 | |||||
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Weighted average shares, diluted |
95,812,691 | 91,248,632 | |||||
| (1) | On February 1, 2009, the company adopted FASB Staff Position EITF 03-6-1, Determining When Instruments Granted in Share-based Payment Transactions Are Participating Securities , which requires the allocation of net income among common shareholders and participating security holders when computing earnings per share. As a result, the net income available to common shareholders used to calculate basic and diluted earnings per share, respectively, was $4,770 and $4,761 for the 13 weeks ended May 2, 2009, and $8,238 and $8,220 for the 13 weeks ended May 3, 2008. |
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Exhibit B
Segment Reporting (unaudited)
The Company operates exclusively in the retail apparel industry in which it sells fashionable and contemporary apparel and accessories 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) as defined by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. E-commerce operations for Wet Seal and Arden B are included in their respective operating segments. Information for the first quarter of fiscal 2009 and 2008 for the two reportable segments is set forth below (in thousands, except store counts and sales per square foot):
|
Fiscal 2009 |
Wet Seal
Q109 |
Arden B
Q109 |
Corporate
Q109 |
Total
Q109 |
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Net sales |
$ | 108,365 | $ | 23,644 | n/a | $ | 132,009 | |||||||||
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% of total sales |
82 | % | 18 | % | n/a | 100 | % | |||||||||
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Comparable store sales % decrease |
(7.9 | )% | (4.1 | )% | n/a | (7.3 | )% | |||||||||
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Operating income (loss) |
$ | 9,893 | $ | 2,523 | $ | (7,208 | ) | $ | 5,208 | |||||||
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Interest expense, net |
$ | | $ | | $ | (7 | ) | $ | (7 | ) | ||||||
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Income (loss) before provision for income taxes |
$ | 9,893 | $ | 2,523 | $ | (7,215 | ) | $ | 5,201 | |||||||
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Depreciation |
$ | 2,985 | $ | 425 | $ | 229 | $ | 3,639 | ||||||||
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Number of stores as of quarter end |
410 | 83 | n/a | 493 | ||||||||||||
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Sales per square foot |
$ | 64 | $ | 83 | n/a | $ | 66 | |||||||||
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Square footage as of quarter end |
1,615 | 253 | n/a | 1,868 | ||||||||||||
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Fiscal 2008 |
Wet Seal
Q108 |
Arden B
Q108 |
Corporate
Q108 |
Total
Q108 |
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Net sales |
$ | 116,191 | $ | 26,199 | n/a | $ | 142,390 | |||||||||
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% of total sales |
82 | % | 18 | % | n/a | 100 | % | |||||||||
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Comparable store sales % increase (decrease) |
(3.3 | )% | (21.6 | )% | n/a | (7.5 | )% | |||||||||
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Operating income (loss) |
$ | 17,061 | $ | (842 | ) | $ | (7,510 | ) | $ | 8,709 | ||||||
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Interest income, net |
$ | | $ | | $ | 392 | $ | 392 | ||||||||
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Income (loss) before provision for income taxes |
$ | 17,061 | $ | (842 | ) | $ | (7,118 | ) | $ | 9,101 | ||||||
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Depreciation |
$ | 2,495 | $ | 783 | $ | 289 | $ | 3,567 | ||||||||
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Number of stores as of quarter end |
401 | 95 | n/a | 496 | ||||||||||||
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Sales per square foot |
$ | 70 | $ | 83 | n/a | $ | 72 | |||||||||
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Square footage as of quarter end |
1,578 | 293 | n/a | 1,871 | ||||||||||||
In the tables above, Wet Seal and Arden B reportable segments include net sales generated from their respective stores and e-commerce operations. The Corporate column is presented solely to allow for reconciliation of store contribution and total asset amounts to consolidated operating income, interest (expense) income, net, and income before 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.
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